8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
July 30, 2010

JONES APPAREL GROUP, INC.

(Exact Name of registrant as specified in its charter)

Pennsylvania	1-10746	06-0935166
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1411 Broadway
New York, New York 10018 (Address of principal executive offices)

(212) 642-3860 (Registrant’s telephone number, including area code)

Not Applicable Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01 – Financial Statements and Exhibits.

Explanatory Note

Jones Apparel Group, Inc. (“Jones”) is filing this report for the sole purpose of re-filing certain material agreements previously filed with the United States Securities and Exchange Commission (the “SEC”).

On July 14, 2010, Jones received a letter from the SEC requesting that Jones re-file seven material agreements to include any schedules, exhibits, annexes and/or appendices thereto that were omitted from the agreements as originally filed. All such agreements are re-filed with this report in their entirety with all schedules, exhibits, annexes and/or appendices to such agreements.

Exhibit No.	Description
10.1	Credit Agreement, dated as of May 13, 2009, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Jones Retail Corporation, Nine West Footwear Corporation, Energie Knitwear, Inc., Jones Investment Co. Inc., Jones Jeanswear Group, Inc., L.E.I. Group, Inc., Nine West Development Corporation and Victoria + Co Ltd., as U.S. Borrowers, Jones Apparel Group Canada, LP, as Canadian Borrower, the other Loan Parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative agent, JPMorgan Chase Bank, N.A. and General Electric Capital Corporation, as joint collateral agents, Citibank, N.A., as syndication agent, and Bank of America, N.A., Wachovia Bank, National Association and SunTrust Bank, as documentation agents (originally filed on Form 8-K on May 15, 2009).
10.2	Amendment No. 3 dated as of January 5, 2009 to the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association, as agent for the Lenders (originally filed on Form 8-K on December 26, 2008).
10.3	Security Agreement dated as of January 5, 2009 by and among Jones Apparel Group USA, Inc., the other Grantors referred to therein and Wachovia Bank, National Association, as Administrative Agent (originally filed on Form 8-K on December 26, 2008).
10.4	Amendment No. 3 dated as of June 6, 2008 to the Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004 by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association, as agent for the Lenders (originally filed

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	on Form 8-K on June 11, 2008).
10.5	Amendment No. 2 dated as of June 6, 2008 to the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association, as agent for the Lenders (originally filed on Form 8-K on June 11, 2008).
10.6	Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein, J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, JPMorgan Chase Bank and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and Suntrust Bank, as Documentation Agents (originally filed on Form 8-K on May 17, 2005).
10.7	Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004, by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and Suntrust Bank as Documentation Agents (originally filed on Form 10-Q on August 2, 2004).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JONES APPAREL GROUP, INC. (Registrant)
	By:	/s/ Ira M. Dansky
		Ira M. Dansky
		Executive Vice President, General Counsel and Secretary
Date: July 30, 2010

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Exhibit Index

Exhibit No.	Description
10.1	Credit Agreement, dated as of May 13, 2009, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Jones Retail Corporation, Nine West Footwear Corporation, Energie Knitwear, Inc., Jones Investment Co. Inc., Jones Jeanswear Group, Inc., L.E.I. Group, Inc., Nine West Development Corporation and Victoria + Co Ltd., as U.S. Borrowers, Jones Apparel Group Canada, LP, as Canadian Borrower, the other Loan Parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative agent, JPMorgan Chase Bank, N.A. and General Electric Capital Corporation, as joint collateral agents, Citibank, N.A., as syndication agent, and Bank of America, N.A., Wachovia Bank, National Association and SunTrust Bank, as documentation agents (originally filed on Form 8-K on May 15, 2009).
10.2	Amendment No. 3 dated as of January 5, 2009 to the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association, as agent for the Lenders (originally filed on Form 8-K on December 26, 2008).
10.3	Security Agreement dated as of January 5, 2009 by and among Jones Apparel Group USA, Inc., the other Grantors referred to therein and Wachovia Bank, National Association, as Administrative Agent (originally filed on Form 8-K on December 26, 2008).
10.4	Amendment No. 3 dated as of June 6, 2008 to the Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004 by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association, as agent for the Lenders (originally filed on Form 8-K on June 11, 2008).
10.5	Amendment No. 2 dated as of June 6, 2008 to the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein and Wachovia Bank, National Association, as agent for the Lenders (originally filed on Form 8-K on June 11, 2008).
10.6	Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein, J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, JPMorgan Chase Bank and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and

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Suntrust Bank, as Documentation Agents (originally filed on Form 8-K on May 17, 2005).

10.7

Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004, by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders referred to therein, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and Suntrust Bank as Documentation Agents (originally filed on Form 10-Q on August 2, 2004).

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EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

dated as of

May 13, 2009

among

JONES APPAREL GROUP, INC.,
JONES APPAREL GROUP HOLDINGS, INC.,
JONES APPAREL GROUP USA, INC.,
JONES RETAIL CORPORATION,
NINE WEST FOOTWEAR CORPORATION,
ENERGIE KNITWEAR, INC.,
JONES INVESTMENT CO. INC.,
JONES JEANSWEAR GROUP, INC.,
L.E.I. GROUP, INC.,
NINE WEST DEVELOPMENT CORPORATION and
VICTORIA + CO LTD.,
as U.S. Borrowers

JONES APPAREL GROUP CANADA, LP, as Canadian Borrower

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,

JPMORGAN CHASE BANK, NA., TORONTO BRANCH,
as Canadian Administrative Agent,

JPMORGAN CHASE BANK, N.A. AND GENERAL ELECTRIC CAPITAL CORPORATION,
as Joint Collateral Agents

CITIBANK, N.A., as Syndication Agent,
and
BANK OF AMERICA, N.A, WACHOVIA BANK, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Documentation Agents

J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., BANC OF
AMERICA SECURITIES LLC, WACHOVIA CAPITAL MARKETS LLC, SUNTRUST
ROBINSON HUMPHREY, INC. AND GENERAL ELECTRIC CAPITAL CORPORATION,
as Joint Bookrunners,
and
J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers

CHASE BUSINESS CREDIT

TABLE OF CONTENTS

	Page
ARTICLE I     Definitions		1
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		56
SECTION 1.03. Terms Generally		56
SECTION 1.04. Accounting Terms; GAAP		57
SECTION 1.05. Currency Translations		57
ARTICLE II     The Credits		57
SECTION 2.01. Revolving Commitments		57
SECTION 2.02. Loans and Borrowings		58
SECTION 2.03. Requests for Revolving Borrowings		59
SECTION 2.04. Protective Advances		60
SECTION 2.05. Swingline Loans		61
SECTION 2.06. Letters of Credit		63
SECTION 2.07. Funding of Borrowings		69
SECTION 2.08. Interest Elections		69
SECTION 2.09. Termination and Reduction of Revolving Commitments; Increase in Revolving Commitments		71
SECTION 2.10. Repayment and Amortization of Loans and B/As; Evidence of Debt		73
SECTION 2.11. Prepayment of Loans and B/As		74
SECTION 2.12. Fees		77
SECTION 2.13. Interest		78
SECTION 2.14. Alternate Rate of Interest		79
SECTION 2.15. Increased Costs		80
SECTION 2.16. Break Funding Payments		81
SECTION 2.17. Taxes		81
SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs		84
SECTION 2.19. Mitigation Obligations; Replacement of Lenders		87
SECTION 2.20. Returned Payments		88
SECTION 2.21. Bankers’ Acceptances		88
SECTION 2.22. Circumstances Making Bankers’ Acceptances Unavailable		92
SECTION 2.23. Defaulting Lenders		92
SECTION 2.24. Excess Resulting From Exchange Rate Change		95
ARTICLE III     Representations and Warranties		95
SECTION 3.01. Organization; Powers		95
SECTION 3.02. Authorization; Enforceability		96
SECTION 3.03. Governmental Approvals; No Conflicts		96
SECTION 3.04. Financial Condition; No Material Adverse Change		96
SECTION 3.05. Properties		96
SECTION 3.06. Litigation and Environmental Matters		97
SECTION 3.07. Compliance with Laws and Agreements		97
SECTION 3.08. Investment Company Status		97

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	Page
SECTION 3.09. Taxes		97
SECTION 3.10. ERISA		98
SECTION 3.11. Disclosure		98
SECTION 3.12. No Default		99
SECTION 3.13. Solvency		99
SECTION 3.14. Insurance		99
SECTION 3.15. Capitalization and Subsidiaries		99
SECTION 3.16. Security Interest in Collateral		100
SECTION 3.17. Employment Matters		100
SECTION 3.18. Credit Card Arrangements		100
SECTION 3.19. PATRIOT Act and Other Specified Laws		100
SECTION 3.20. Margin Regulations		101
ARTICLE IV     Conditions		101
SECTION 4.01. Effective Date		101
SECTION 4.02. Each Credit Event		104
ARTICLE V     Affirmative Covenants		105
SECTION 5.01. Financial Statements; Borrowing Base and Other Information		105
SECTION 5.02. Notices of Material Events		109
SECTION 5.03. Existence; Conduct of Business		110
SECTION 5.04. Payment of Obligations		110
SECTION 5.05. Maintenance of Properties		111
SECTION 5.06. Books and Records; Inspection Rights		111
SECTION 5.07. Compliance with Laws and Contractual Obligations		111
SECTION 5.08. Use of Proceeds		111
SECTION 5.09. Insurance		112
SECTION 5.10. Casualty and Condemnation		112
SECTION 5.11. Appraisals		112
SECTION 5.12. Field Examinations		112
SECTION 5.13. Depository Banks		113
SECTION 5.14. Additional Collateral; Further Assurances		113
SECTION 5.15. Credit Card Notification Agreements		115
SECTION 5.16. Post Closing Requirements		115
ARTICLE VI     Negative Covenants		115
SECTION 6.01. Indebtedness		115
SECTION 6.02. Liens		117
SECTION 6.03. Fundamental Changes		119
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions		119
SECTION 6.05. Asset Sales		122
SECTION 6.06. Sale and Leaseback Transactions		123
SECTION 6.07. Swap Agreements		123
SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness		123
SECTION 6.09. Transactions with Affiliates		125

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	Page
SECTION 6.10. Restrictive Agreements		125
SECTION 6.11. Amendment of Material Documents		125
SECTION 6.12. Fixed Charge Coverage Ratio		126
SECTION 6.13. Open Account Agreements		126
ARTICLE VII     Events of Default		126
ARTICLE VIII     The Administrative Agent and Canadian Administrative Agent, Joint Collateral Agents; Other Agents		130
SECTION 8.01. The Administrative Agent and the Canadian Administrative Agent		130
SECTION 8.02. The Joint Collateral Agents		133
SECTION 8.03. Other Agents		135
ARTICLE IX     Miscellaneous		135
SECTION 9.01. Notices		135
SECTION 9.02. Waivers; Amendments		137
SECTION 9.03. Expenses; Indemnity; Damage Waiver		140
SECTION 9.04. Successors and Assigns		142
SECTION 9.05. Survival		146
SECTION 9.06. Counterparts; Integration; Effectiveness		146
SECTION 9.07. Severability		146
SECTION 9.08. Right of Setoff		146
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process		147
SECTION 9.10. WAIVER OF JURY TRIAL		148
SECTION 9.11. Headings		148
SECTION 9.12. Confidentiality		148
SECTION 9.13. Several Obligations; Nonreliance; Violation of Law		149
SECTION 9.14. USA PATRIOT Act		150
SECTION 9.15. Disclosure		150
SECTION 9.16. Appointment for Perfection		150
SECTION 9.17. Interest Rate Limitation		150
SECTION 9.18. Judgment Currency		150
SECTION 9.19. Canadian Anti-Money Laundering Legislation		151
SECTION 9.20. Lender Loss Sharing Agreement		151
SECTION 9.21. No Fiduciary Duty		153
ARTICLE X     Loan Guaranty of US. Obligations		154
SECTION 10.01. Guaranty		154
SECTION 10.02. Guaranty of Payment		154
SECTION 10.03. No Discharge or Diminishment of Loan Guaranty		154
SECTION 10.04. Defenses Waived		155
SECTION 10.05. Rights of Subrogation		156
SECTION 10.06. Reinstatement; Stay of Acceleration		156
SECTION 10.07. Information		156
SECTION 10.08. Maximum Liability		156
SECTION 10.09. Contribution		157
SECTION 10.10. Liability Cumulative		157
SECTION 10.11. Common Enterprise		157

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	Page
ARTICLE XI     The Borrower Representative		158
SECTION 11.01. Appointment; Nature of Relationship		158
SECTION 11.02. Powers		158
SECTION 11.03. Employment of Agents		158
SECTION 11.04. Notices		158
SECTION 11.05. Successor Borrower Representative		158
SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate		159
SECTION 11.07. Reporting		159

SCHEDULES:

Revolving Commitment Schedule
Schedule I — Borrowers and U.S. Loan Guarantors Signatory
Schedule 2.06(1) — Existing Letters of Credit
Schedule 3.05 — Properties
Schedule 3.06 — Disclosed Matters
Schedule 3.14 — Insurance
Schedule 3.15 — Capitalization and Subsidiaries
Schedule 3.18 — Credit Card Arrangements
Schedule 6.01 — Existing Indebtedness
Schedule 6.02 — Existing Liens
Schedule 6.04 — Existing Investments
Schedule 6.05 — Asset Sales
Schedule 6.10 — Existing Restrictions

EXHIBITS:

Exhibit A — Form of Assignment and Assumption
Exhibit B — Form of Opinion of Borrower’s Counsel
Exhibit C — Form of Borrowing Base Certificate
Exhibit D — Form of Compliance Certificate
Exhibit E — Joinder Agreement
Exhibit F — Form of U.S. Tax Compliance Certificate
Exhibit G — Form of Borrowing Request
Exhibit H — Form of Discount Note

iv

          CREDIT AGREEMENT dated as of May 13, 2009 (as it may be amended or modified from time to time, this “Agreement”), among JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., a Delaware corporation, JONES RETAIL CORPORATION, a New Jersey corporation, NINE WEST FOOTWEAR CORPORATION, a Delaware corporation, ENERGIE KNITWEAR, INC., a Delaware corporation, JONES INVESTMENT CO. INC., a Delaware corporation, JONES JEANSWEAR GROUP, INC., a New York corporation, L.E.I. GROUP, INC., a Delaware corporation, NINE WEST DEVELOPMENT CORPORATION, a Delaware corporation, and VICTORIA + CO LTD., a Rhode Island corporation, as Borrowers, JONES APPAREL GROUP CANADA, LP, an Ontario limited partnership, as Canadian Borrower, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent, J.P. MORGAN SECURITIES INC. and GENERAL ELECTRIC CAPITAL CORPORATION, as Joint Collateral Agents, CITIBANK, N.A., as Syndication Agent, and BANK OF AMERICA, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, as Documentation Agents.

          The parties hereto agree as follows:

ARTICLE I

Definitions

     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

          “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

          “Acceptance Fee” has the meaning assigned to such term in Section 2.21(m).

          “Account” has the meaning assigned to such term in the U.S. Security Agreement.

          “Account Debtor” means any Person obligated on an Account.

          “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

          “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and its successors and assigns in such capacity.

          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

1

          “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

          “Agents” means, individually and collectively as the context may require, the Administrative Agent, the Canadian Administrative Agent, the Joint Collateral Agents, the Syndication Agent and the Documentation Agents.

          “Aggregate Borrowing Base” means the aggregate amount of the U.S. Borrowing Base and the Canadian Borrowing Base; provided that the maximum amount of the Canadian Borrowing Base which may be included in the Aggregate Borrowing Base is the Canadian Sublimit.

          “Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders.

          “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the one-month rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

          “Alternative Currency” means (a) Pounds Sterling, (b) the Euro or (c) any other lawful currency (other than dollars) acceptable to the Issuing Banks which, in the case of this clause (c), is freely transferable and convertible into dollars in the United States currency market and is freely available to the applicable Issuing Bank in the London interbank deposit market.

          “AML Legislation” has the meaning assigned to such term in Section 9.19.

          “Applicable Percentage” means (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, the percentage of the total Revolving Commitments equal to such Lender’s Revolving Commitment (or, if the Revolving Commitments have terminated or expired, such Lender’s share of the total Revolving Exposure at that time), (b) with respect to U.S. Revolving Loans, U.S. LC Exposure or U.S. Swingline Loans, a percentage of the total U.S. Commitments equal to such U.S. Lender’s U.S. Commitment (or, if the U.S. Commitments have terminated or expired, such U.S. Lender’s share of the total U.S. Revolving Exposure at that time) and (c) with respect to Canadian Revolving Loans, Canadian LC Exposure or Canadian Swingline Loans, a percentage of the total Canadian Commitments equal to such Canadian Lender’s Canadian Commitment (or, if the Canadian Commitments have terminated or expired, such Canadian Lender’s share of the total Canadian Revolving Exposure at that time); provided that in the case of Section 2.23 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment (or U.S. Commitment or Canadian Commitment, as applicable) shall be disregarded in any of such calculations.

2

          “Applicable Rate” means, for any day, with respect to any ABR Loan, Canadian Prime Rate Loan, Eurodollar Loan or BA Drawing, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Canadian Prime Spread”, “Eurodollar Spread” or “BA Drawing Spread”, as the case may be, based upon the daily average Availability during the most recently completed fiscal quarter of the Company (the “Average Availability”); provided that until the last day of the second fiscal quarter ending after the Effective Date, the Applicable Rate shall be the applicable rate per annum set forth below in Category 2:

	ABR Spread and	Eurodollar Spread
	Canadian Prime	and BA Drawing
Availability	Spread	Spread
Category 1 ≥ $400,000,000	3.25%	4.25%
Category 2 < $400,000,000 but ≥ 200,000,000	3.50%	4.50%
Category 3 < 200,000,000	3.75%	4.75%

          For purposes of the foregoing, the Applicable Rate shall be determined as of the end of each fiscal quarter of the Company based upon the Borrowing Base Certificate that is delivered from time to time pursuant to Section 5.01(g), with any changes to the Applicable Rate resulting from changes in the Average Availability to be effective on the first day of the first month following delivery of such Borrowing Base Certificate; provided that the Average Availability shall be deemed to be in Category 3 (A) at any time that any Event of Default has occurred and is continuing (other than an Event of Default arising from the failure to deliver any Borrowing Base Certificate) or (B) if the Company fails to deliver any Borrowing Base Certificate that is required to be delivered pursuant to Section 5.01(g), during the period from the expiration of the time for delivery thereof until five days after each such Borrowing Base Certificate is so delivered; provided further that if any Borrowing Base Certificate is at any time restated or otherwise revised or if the information set forth in any Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable Rate would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any such applicable periods and shall be due and payable on demand.

          “Approved Fund” has the meaning assigned to such term in Section 9.04.

          “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

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          “Availability” means, at any time, an amount equal to (a) the lesser of (i) the Revolving Commitment, and (ii) the Aggregate Borrowing Base minus (b) the sum of (i) the aggregate Revolving Exposure of all the Lenders and (ii) the Open Account Aggregate Cap.

          “Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Commitment.

          “Available Revolving Commitment” means, at any time, the Revolving Commitment then in effect minus the Revolving Exposure of all Revolving Lenders at such time.

          “BA Drawing” means B/As accepted and purchased, and any BA Equivalent Loan made in lieu of such acceptance and purchase, on the same date and as to which a single Contract Period is in effect.

          “BA Equivalent Loan” has the meaning assigned to such term in Section 2.21(j).

          “Bankers’ Acceptance” and “B/A” means a bill of exchange, including a depository bill issued in accordance with the Depository Bills and Notes Act (Canada), denominated in Canadian Dollars, drawn by the Canadian Borrower and accepted by a Canadian Lender (the foregoing to include a Discount Note except where the context otherwise requires).

          “Banking Services” means each and any of the following bank services provided at any time to any Loan Party by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

          “Banking Services Obligations” of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services, including, without limitation, liabilities arising in respect of guarantees and indemnifications in favor of steamship lines or other carriers of Inventory. For the avoidance of doubt, the Open Account Obligations do not constitute Banking Services Obligations.

          “Banking Services Reserves” means all Reserves which the Joint Collateral Agents from time to time establish, in their Permitted Discretion, for Banking Services then provided or outstanding; provided that any such Reserves shall be net of any cash securing the Banking Services.

          “Board” means the Board of Governors of the Federal Reserve System of the United States of America.

          “Bonds” has the meaning assigned to such term in Section 8.01.

4

          “Borrower” or “Borrowers” means, individually and collectively as the context may require, the Company, Jones Apparel USA, Jones Holdings, Jones Retail, Nine West Footwear, Energie Knitwear, Jones Investment, Jones Jeanswear, L.E.I., Nine West Development, Victoria and the Canadian Borrower.

          “Borrower Representative” means the Company, in its capacity as contractual representative of the Borrowers pursuant to Article XI.

          “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect and, in the case of BA Drawings, as to which a single Contract Period is in effect, (b) a Swingline Loan and (c) a Protective Advance.

          “Borrowing Base” means, individually and collectively as the context may require, the Aggregate Borrowing Base, the U.S. Borrowing Base and the Canadian Borrowing Base.

          “Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit C or another form which is acceptable to the Joint Collateral Agents in their Permitted Discretion, setting forth the Canadian Borrowing Base and the U.S. Borrowing Base.

          “Borrowing Request” means a request by the Borrower Representative for a Borrowing of Revolving Loans in accordance with Section 2.03.

          “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that (a) when used in connection with a Eurodollar Loan or any U.S. Letter of Credit denominated in an Alternative Currency, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the London interbank market in (i) dollars, in the case of Eurodollar Loans, or (ii) such Alternative Currency, in the case of U.S. Letters of Credit; (b) in the case of U.S. Letters of Credit denominated in Euros, the term “Business Day” shall also exclude any day which is not a TARGET Day as determined by the Administrative Agent; and (c) when used in connection with any Canadian Loan or Canadian Letter of Credit, the term “Business Day” shall also exclude any day in which commercial banks in Toronto, Canada are authorized or required by law to remain closed.

          “Canadian Administrative Agent” means JPMorgan Chase Bank, N.A., Toronto Branch, in its capacity as administrative agent for the Canadian Lenders hereunder, and its successors in such capacity.

          “Canadian Availability” means (a) the lesser of (x) the Canadian Sublimit and (y) the sum of (i) the Canadian Borrowing Base plus (ii) solely to the extent the total Canadian Revolving Exposure exceeds the Canadian Borrowing Base, the U.S. Availability (if any, to the extent that it is available), minus (b) the total Canadian Revolving Exposure.

          “Canadian Borrower” means Jones Apparel Group Canada, LP, an Ontario limited partnership.

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          “Canadian Borrowing Base” means, at any time (without duplication),

the sum of

          (a) (i) the product of (A) 85% multiplied by (B) the Eligible Accounts of the Canadian Borrower at such time plus (ii) the product of (A) 90% multiplied by (B) the Eligible Credit Card Accounts Receivable of the Canadian Borrower at such time,

plus

          (b) the lesser of (i) the product of 85% multiplied by the Net Orderly Liquidation Value percentage in respect of Retail Inventory of the Canadian Borrower identified in the most recent inventory appraisal ordered by the Joint Collateral Agents multiplied by the Eligible Retail Inventory of the Canadian Borrower, valued at the lower of cost (determined in accordance with the historical practices of the Borrowers prior to the Effective Date) or market value, at such time and (ii) the product of 75% multiplied by the Eligible Retail Inventory of the Canadian Borrower, valued at the lower of cost (determined in accordance with the historical practices of the Borrowers prior to the Effective Date) or market value, at such time,

plus

          (c) the lesser of (i) the product of 85% multiplied by the High Season or Low Season, as applicable, Net Orderly Liquidation Value percentage in respect of Wholesale Inventory of the Canadian Borrower identified in the most recent inventory appraisal ordered by the Joint Collateral Agents multiplied by the Eligible Wholesale Inventory of the Canadian Borrower, valued at the lower of cost (determined in accordance with the historical practices of the Borrowers prior to the Effective Date) or market value, at such time and (ii) the product of 75% multiplied by the Eligible Wholesale Inventory of the Canadian Borrower, valued at the lower of cost (determined in accordance with the historical practices of the Borrowers prior to the Effective Date) or market value, at such time,

minus

          (d) without duplication, Reserves established by the Joint Collateral Agents in their Permitted Discretion.

          The Joint Collateral Agents may, in their Permitted Discretion, reduce the advance rates set forth above (and subsequently increase the advance rates up to the levels set forth above), adjust Reserves or reduce one or more of the other elements used in computing the Canadian Borrowing Base (and subsequently increase such elements up to the levels set forth above). Any changes after the Effective Date in how the Borrowers value their Inventory in accordance with their historical practices prior to the Effective Date shall be subject to the approval of the Joint Collateral Agents.

          “Canadian Collection Deposit Account” has the meaning assigned to such term in the U.S. Security Agreement.

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          “Canadian Commitment” means, with respect to each Lender, the commitment, if any, of such Canadian Lender to make Canadian Revolving Loans and to acquire participations in Canadian Letters of Credit and Canadian Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Canadian Lender’s Canadian Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Canadian Lender pursuant to Section 9.04. The initial amount of each Canadian Lender’s Canadian Commitment is set forth on the Revolving Commitment Schedule, or in the Assignment and Assumption pursuant to which such Canadian Lender shall have assumed its Canadian Commitment, as applicable. The Canadian Commitment is a sub-facility of the Revolving Commitment and is not in addition to the Revolving Commitment.

          “Canadian Dollars” and “Cdn.$” means dollars in the lawful currency of Canada.

          “Canadian Funding Office” means the office of JPMorgan Chase Bank, N.A., Toronto Branch specified in Section 9.01 or such other office as may be specified from time to time by the Administrative Agent or the Canadian Administrative Agent by written notice to the Canadian Borrower and the Canadian Lenders.

          “Canadian Guarantee” means, individually and collectively as the context may require, (a) the Guarantee of Jones Canada GP, dated as of the date hereof, in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) and (b) the Guarantee of Jones Canada LP, dated as of the date hereof, in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties), in each case as amended, restated or otherwise modified from time to time.

          “Canadian LC Collateral Account” has the meaning assigned to such term in Section 2.06(k).

          “Canadian LC Exposure” means, at any time, the sum of the Dollar Amount of the Commercial LC Exposure and the Standby LC Exposure of the Canadian Borrower. The Canadian LC Exposure of any Canadian Revolving Lender at any time shall be its Applicable Percentage of the total Canadian LC Exposure at such time.

          “Canadian Lender Parties” means, individually and collectively as the context may require, the Canadian Administrative Agent, the Issuing Banks issuing Canadian Letters of Credit and the Canadian Lenders.

          “Canadian Lenders” means the Persons listed on the Revolving Commitment Schedule as having a Canadian Commitment (provided that such Person or an Affiliate of such Person also has a U.S. Commitment) and any other Person that shall acquire a Canadian Commitment (provided that at such time such Person or an Affiliate of such Person has, or is acquiring, a U.S. Commitment pursuant to an Assignment and Assumption), other than any such Person that ceases to be a Canadian Lender pursuant to an Assignment and Assumption. Each Canadian Lender shall be a financial institution that is listed on Schedule I, II, or III of the Bank Act (Canada) or is not a foreign bank for purposes of the Bank Act (Canada), and if such financial institution is not resident in Canada and is not deemed to be resident in Canada for purposes of the ITA, that financial institution deals at arm’s length with each Canadian Borrower for purposes of the ITA.

7

          “Canadian Letter of Credit” means any Letter of Credit or similar instrument (including a bank guarantee) acceptable to the applicable Issuing Bank issued hereunder for the purpose of providing credit support for the Canadian Borrower.

          “Canadian Loan Documents” means, individually and collectively as the context may require, the Canadian Guarantee, the Canadian Security Agreement and all other agreements, instruments and certificates delivered, from time to time in connection therewith, in each case as amended, restated or otherwise modified from time to time.

          “Canadian Loan Parties” means, individually and collectively as the context may require, Jones Canada GP, Jones Canada LP, the Canadian Borrower and its Subsidiaries, and any other Person who becomes a party to a guarantee that guarantees the payment of, or a security agreement that secures the repayment of, the Canadian Obligations, in each case pursuant to Section 5.14(c), together with their successors and assigns.

          “Canadian Loans” means, individually and collectively as the context may require, the Canadian Revolving Loans, the Canadian Swingline Loans and the Canadian Protective Advances.

          “Canadian Obligations” means all unpaid principal of and accrued and unpaid interest on the Canadian Loans, all Canadian LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Canadian Loan Parties to the Canadian Lenders or to any Canadian Lender, the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank with respect to Canadian Letters of Credit or any indemnified party arising under the Loan Documents.

          “Canadian Pension Plans” means each pension plan required to be registered under Canadian federal or provincial law that is maintained or contributed to by a Canadian Loan Party for its employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

          “Canadian Prime Rate” means on any day, the greater of (a) the annual rate of interest announced from time to time by the Canadian Administrative Agent as being its reference rate then in effect for determining interest rates on Canadian Dollar-denominated commercial loans made by it in Canada and (b) the CDOR Rate for a one-month term in effect from time to time plus 1% per annum.

          “Canadian Prime Rate Loan” means a Loan denominated in Canadian Dollars the rate of interest applicable to which is based upon the Canadian Prime Rate.

          “Canadian Protective Advance” has the meaning assigned to such term in Section 2.04(a).

8

          “Canadian Revolving Exposure” means, with respect to any Canadian Lender at any time, the sum of (a) the outstanding principal amount of Canadian Revolving Loans of such Canadian Lender at such time, plus (b) an amount equal to the Applicable Percentage of the aggregate principal amount of the Canadian Swingline Loans of such Canadian Lender at such time, plus (c) an amount equal to the Applicable Percentage of the Canadian LC Exposure at such time.

          “Canadian Revolving Loan” means a Revolving Loan made to the Canadian Borrower.

          “Canadian Security Agreement” means, individually and collectively as the context may require, (a) the General Security Agreement, dated as of the date hereof, of the Canadian Borrower in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties), (b) the General Security Agreement, dated as of the date hereof, of Jones Canada GP in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties), (c) the General Security Agreement, dated as of the date hereof, of Jones Canada LP in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties), (d) the Securities Pledge Agreement, dated as of the date hereof, between Jones Canada LP and the Administrative Agent (for the benefit of the Canadian Lender Parties), (e) the Securities Pledge Agreement, dated as of the date hereof, of Jones Canada LP in favor of the Administrative Agent (for the benefit of the U.S. Lender Parties) and (f) the Deed of Hypothec, dated as of the date hereof, between the Canadian Borrower and the Administrative Agent (for the benefit of the Canadian Lender Parties), and any other pledge or security agreement entered into, after the Effective Date, by any Canadian Loan Party pursuant to the terms of this Agreement or any other Loan Document, including Section 5.14(c), as the same may be amended, restated or otherwise modified from time to time.

          “Canadian Secured Obligations” means all Canadian Obligations, together with all (a) Banking Services Obligations of the Canadian Loan Parties; (b) Swap Obligations of the Canadian Loan Parties owing to one or more Canadian Lenders or their respective Affiliates; provided that at or prior to the time that any transaction relating to such Swap Obligation is executed, the Canadian Lender or Affiliate of a Canadian Lender party thereto (other than Chase) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Canadian Secured Obligation entitled to the benefits of the Collateral Documents in favor of the Canadian Lender Parties; and (c) the Open Account Obligations of Open Account Obligors that are Canadian Loan Parties.

          “Canadian Sublimit” means $25,000,000, as such sublimit may be reduced or terminated in accordance with Section 2.09.

          “Canadian Swingline Lender” means JPMorgan Chase Bank, N.A., Toronto Branch, in its capacity as lender of Canadian Swingline Loans hereunder, and its successors and assigns in such capacity.

          “Canadian Swingline Loan” has the meaning assigned to such term in Section 2.05(b).

9

          “Canadian U.S. Borrowing Base Utilization” means the excess of (a) the total Canadian Revolving Exposure of all the Canadian Lenders minus (b) the Canadian Borrowing Base.

          “Capital Expenditures” means, without duplication, any expenditure for any purchase or other acquisition of any asset which would be set forth in a consolidated statement of cash flows of the Company and its Subsidiaries prepared in accordance with GAAP.

          “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          “CDOR Rate” means on any day, with respect to a particular term as specified herein, the annual rate of discount or interest which is the arithmetic average of the discount rates for such term applicable to Canadian Dollar bankers’ acceptances identified as such on the Reuters Screen CDOR Page at approximately 10:00 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Canadian Administrative Agent after 10:00 a.m. to reflect any error in any posted rate or in the posted average annual rate). If such rate does not appear on the Reuters Screen CDOR Page as provided in preceding sentence, the CDOR Rate on any day shall be calculated as the arithmetic average of the annual discount rates for such term applicable to Canadian Dollar bankers’ acceptances of, and as quoted by, the Schedule I Reference Banks, as of 10:00 a.m. on that day, or if that day is not a Business Day, then on the immediately preceding Business Day.

          “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the Company nor (ii) appointed by directors so nominated; (c) cessation of ownership (directly or indirectly) by the Company, free and clear of all Liens or other encumbrances, of 100% of the outstanding voting Equity Interests of the other Borrowers or any other Loan Party on a fully diluted basis; or (d) the occurrence under the (i) Indenture or (ii) any other indenture or other instrument to which the Company or any other Loan Party is a party evidencing any debt in excess of $50,000,000, of any “change in control” or similar event obligating the Company or any other Loan Party to repurchase, redeem or repay all or any part of the debt or Equity Interests provided for therein.

          “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

10

          “Chase” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

          “Citibank Open Account Agent” means Citibank, N.A. and any of its successors and assigns that is a Lender or Affiliate thereof in its capacity as agent for each Citibank Open Account Bank.

          “Citibank Open Account Agreement” means that certain Amended and Restated Open Account Paying Agency Agreement, dated as of February 5, 2009, between Citibank, N.A., the Company and the other Open Account Obligors that are parties thereto, as any of the foregoing may be amended, modified, restated or replaced from time to time in accordance with Section 6.11.

          “Citibank Open Account Bank” means Citibank, N.A. and any Lender or Affiliate thereof that may become a party to the Citibank Open Account Agreement.

          “Citibank Open Account Cap” means, with respect to the Citibank Open Account Agreement at any time such Agreement is in effect or any Citibank Open Account Obligations are outstanding, (a) until the date that is 90 days after the Effective Date, $40,000,000, and (b) on any date thereafter, such lesser amount as may be specified in a written notice by the Citibank Open Account Agent and the Company to the Administrative Agent; provided that, without the consent of the Company and the Administrative Agent, the Citibank Open Account Agent may specify such lesser amount pursuant to this clause (b) only once during the term of this Agreement.

          “Citibank Open Account Obligations” means the “Payment Obligation”, as defined in Section 5 of the Citibank Open Account Agreement, including without limitation, the obligation of the applicable Open Account Obligors under the Citibank Open Account Agreement to pay or reimburse the Citibank Open Account Agent and each Citibank Open Account Bank for each (a) overadvance made pursuant to Section 4 (iii) of the Citibank Open Account Agreement or (b) “Vendor Financing” provided for and as defined in Section 5 of the Citibank Open Account Agreement, together with fees, interest and expenses accruing thereon or that are otherwise payable with respect thereto.

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

          “Collateral” means any and all personal/movable property owned, leased or operated by a Person covered by the Collateral Documents and any and all other personal/movable property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest, hypothec or Lien in favor of the Administrative Agent, on behalf of the Lender Parties (to secure the U.S. Secured Obligations) and the Canadian Lender Parties (to secure the Canadian Secured Obligations), as the case may be.

11

          “Collateral Access Agreement” has the meaning assigned to such term in the U.S. Security Agreement.

          “Collateral Documents” means, individually and collectively as the context may require, the Canadian Security Agreement, each additional security and pledge agreement of a Canadian Loan Party entered into pursuant to Section 5.14(c), the U.S. Security Agreement, each Collateral Access Agreement, each Trademark Security Agreement, each Credit Card Notification Agreement, each Deposit Account Control Agreement, each Lock Box Agreement and each other document granting a Lien upon the Collateral as security for payment of the Secured Obligations.

          “Collection Deposit Account” has the meaning assigned to such term in the U.S. Security Agreement.

          “Commercial LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Commercial Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements relating to Commercial Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Commercial LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Commercial LC Exposure at such time.

          “Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Borrower in the ordinary course of business of such Borrower.

          “Company” means Jones Apparel Group, Inc., a Pennsylvania corporation.

          “Compliance Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit D or another form which is mutually acceptable to the Joint Collateral Agents and the Borrower Representative.

          “Contract Period” means the term selected by the Canadian Borrower applicable to Bankers’ Acceptances in accordance with Section 2.21(b).

          “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

          “Credit Card Accounts Receivable” means (a) any receivables due to any Borrower from a credit card issuer in connection with purchases of Inventory of such Borrower on credit cards issued by Visa, MasterCard, American Express, Discover and any other credit card issuers or providers that are reasonably acceptable to the Administrative Agent, and (b) debit cards and mall cards issued by issuers or providers that are reasonably acceptable to the Administrative Agent, in each case which have been earned by performance by such Borrower but not yet paid to such Borrower by the credit card issuer or the credit card processor, as applicable.

12

          “Credit Card Notification Agreements” means each Credit Card Notification Agreement, in form and substance satisfactory to the Administrative Agent, executed by the Borrowers and delivered to the Borrowers’ credit card providers, as the same may be amended, restated or otherwise modified from time to time.

          “Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time, plus (b) an amount equal to its Applicable Percentage, if any, of the aggregate principal amount of Protective Advances outstanding at such time.

          “Customer Credit Liability Reserves” means, at any time, the sum of (a) 50% of the aggregate remaining amount at such time of outstanding gift certificates and gift cards sold by the Borrowers entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price of Inventory and (b) 100% of the aggregate amount at such time of outstanding customer deposits and merchandise credits entitling the holder thereof to use all or a portion of such deposit or credit to pay all or a portion of the purchase price of Inventory.

          “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

          “Defaulting Lender” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder, (b) notified any Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within five Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans; provided that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, receiver and manager, administrator, liquidator, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, receiver and manager, liquidator, conservator, administrator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; unless, in the case of any Lender referred to in this clause (e), the Company, the Administrative Agent, the Swingline Lender and each Issuing Lender shall determine in their sole and absolute discretion that such Lender intends and has the ability, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder in accordance with all of the terms of this Agreement.

13

          “Deposit Account Control Agreement” has the meaning assigned to such term in the U.S. Security Agreement.

          “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

          “Discount Note” means a non-interest bearing promissory note denominated in Canadian Dollars, substantially in the form of Exhibit H, issued by the Canadian Borrower to a Non BA Lender to evidence a BA Equivalent Loan.

          “Discount Proceeds” means for any Bankers’ Acceptance issued hereunder, an amount calculated on the applicable date of Borrowing or conversion or continuation by multiplying (a) the face amount of the Bankers’ Acceptance by (b) the quotient obtained by dividing (i) one by (ii) the sum of one plus the product of (A) the Discount Rate applicable to the Bankers’ Acceptance and (B) a fraction, the numerator of which is the applicable Contract Period and the denominator of which is 365, with the quotient being rounded up or down to the fifth decimal place and .00005 being rounded up.

          “Discount Rate” means with respect to an issue of Bankers’ Acceptances with the same maturity date, (a) for a Revolving Lender which is a Schedule I Lender, the CDOR Rate for the appropriate term, and (b) for a Revolving Lender which is not a Schedule I Lender, the arithmetic average (rounded upwards to the nearest multiple of 0.01%) of the actual discount rates (expressed as annual rates) for B/As for such term accepted by three Schedule I banks (that are acceptable to the Canadian Administrative Agent) in accordance with their normal practices at or about 10:00 a.m. (Toronto time) on the date of issuance but not to exceed the actual rate of discount applicable to B/As established pursuant to clause (a) for the same B/A issue plus 0.1% per annum.

          “Document” has the meaning assigned to such term in the U.S. Security Agreement.

          “Documentation Agents” means, individually and collectively as the context may require, Bank of America, N.A., Wachovia Bank, National Association and SunTrust Bank, in their respective capacities as documentation agents hereunder, and each of their successors and assigns in such capacity.

          “dollars” or “$” refers to lawful money of the United States of America.

          “Dollar Amount” means (a) with regard to any Obligation or calculation denominated in dollars, the amount thereof, and (b) with regard to any Obligation or calculation denominated in an Alternative Currency, the amount of dollars which is equivalent to the sum of (i) the amount so expressed in an Alternative Currency at the applicable quoted spot rate on the appropriate page of the Reuter’s Screen as determined by the Administrative Agent at the relevant time; plus (ii) any amounts owed by the Borrowers pursuant to Section 2.06(f).

14

          “Domestic Subsidiary” means each Subsidiary of a Borrower that is organized under the laws of the United States, any State of the United States or the District of Columbia.

          “Dominion Period” means any period (a) during which any Default under paragraph (a) of Article VII or any Event of Default has occurred and is continuing or (b) that constitutes a Level 2 Minimum Availability Period; provided that if the applicable circumstances described in clause (a) or (b) shall cease to exist the Borrower may, not more than twice during each period of 12 consecutive months, request that the Administrative Agent discontinue the applicable Dominion Period, and the Administrative Agent will promptly comply with such request and will provide notification of such discontinuance to the Borrower’s credit card processors.

          “Draft” means (a) a blank bill of exchange, within the meaning of the Bills of Exchange Act (Canada), drawn by the Canadian Borrower on a Canadian Lender, denominated in Canadian Dollars and bearing such distinguishing letters and numbers as such Canadian Lender may determine, but which at such time, except as otherwise provided herein, has not been completed or accepted by such Canadian Lender, or (b) a depository bill within the meaning of the Depository Bills and Notes Act (Canada); provided, however, that the Canadian Administrative Agent may require such Canadian Lender to use a general form of Bankers’ Acceptance satisfactory to the Canadian Borrower and such Canadian Lender, each acting reasonably, provided by the Canadian Administrative Agent for such purpose in place of each Canadian Lender’s own form.

          “EBITDAR” means, for any period, Net Income for such period plus without duplication and to the extent deducted in determining Net Income for such period, the sum of (a) Interest Expense for such period, (b) income tax expense for such period, (c) all amounts attributable to depreciation and amortization expense for such period, (d) any non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period), (e) cash restructuring charges, cash charges in connection with store closures and other non-recurring cash charges, in each case related to cost reduction and brand exiting related activities in an aggregate amount not to exceed $18,000,000 during the term of this Agreement and (f) Rentals, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

          “Effective Date” means the date on which the conditions specified in Section 4.01, with respect to the each of the U.S. Commitment and the Canadian Commitment, are satisfied as provided in Section 4.01 or waived in accordance with Section 9.02.

          “Eligible Accounts” means, at any time, the Accounts of a Borrower which the Joint Collateral Agents determine, in their Permitted Discretion, are eligible as the basis for the (i) extension of Revolving Loans and Swingline Loans and (ii) the issuance of Letters of Credit. Without limiting the Joint Collateral Agents’ discretion provided herein, Eligible Accounts shall not include any Account:

     (a) which is not subject to a first priority perfected security interest in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be);

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     (b) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) or (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be);

     (c) which (i) is unpaid more than 90 days after the date of the original invoice therefor or more than 60 days after the original due date; provided that (x) no Accounts owing by Specified Customers shall be ineligible solely as a result of this paragraph (c) except to the extent such Accounts are unpaid more than 120 days after the date of the original invoice therefor and (y) the availability represented in the Borrowing Base by such Accounts owing by Specified Customers that are unpaid more than 90 days but less than 120 days after the date of the original invoice therefor shall not exceed $15,000,000 at any time, or (ii) has been written off the books of the Borrower or otherwise designated as uncollectible;

     (d) which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible under this Agreement (other than as a result of the operation of paragraph (e) below);

     (e) which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to all the Borrowers exceeds 20% of the aggregate amount of Eligible Accounts of all the Borrowers; provided that (i) no Accounts owing by Macy’s, Inc. or its Affiliates shall be ineligible solely as a result of this paragraph (e) except to the extent the aggregate amount of Accounts owing from Macy’s, Inc. and its Affiliates to all the Borrowers exceeds 30% (or, in the case of the Accounts owing from Macy’s, Inc. and its Affiliates and Wal-Mart Stores, Inc. and its Affiliates to all the Borrowers exceeds 50%) of the aggregate amount of Eligible Accounts of all the Borrowers; and (ii) no Accounts owing by Wal-Mart Stores, Inc. or its Affiliates shall be ineligible solely as a result of this paragraph (e) except to the extent the aggregate amount of Accounts owing from Wal-Mart Stores, Inc. and its Affiliates to all the Borrowers exceeds 30% (or, in the case of the Accounts owing from Macy’s, Inc. and its Affiliates and Wal-Mart Stores, Inc. and its Affiliates to all the Borrowers exceeds 50%) of the aggregate amount of Eligible Accounts of all the Borrowers;

     (f) with respect to which any (i) covenant has been breached or (ii) representation or warranty is not true in all material respects, in each case to the extent contained in this Agreement, the U.S. Security Agreement or the Canadian Security Agreement; provided that each such representation and warranty shall be true and correct in all respects to the extent it is already qualified by a materiality standard;

     (g) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation reasonably satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon the Borrower’s completion of any further performance, (v) represents a sale on a bill-and- hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest;

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     (h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by such Borrower or if such Account was invoiced more than once;

     (i) with respect to which any check or other instrument of payment has been returned uncollected for any reason;

     (j) which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, interim receiver, custodian, trustee, monitor, administrator, sequestrator or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, interim receiver, custodian, trustee, monitor, administrator, sequestrator or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state, provincial, territorial or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

     (k) which is owed by any Account Debtor which has sold all or substantially all of its assets;

     (l) which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized under applicable law of the U.S., any state of the U.S., Canada, or any province of Canada unless, in either case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, has been assigned to and is directly drawable by the Administrative Agent;

     (m) which is owed in any currency other than U.S. or Canadian dollars;

     (n) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of the Administrative Agent, (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq., the “Assignment of Claims Act”), has been complied with to the Administrative Agent’s satisfaction, or (iii) the federal government of Canada, unless the Financial Administration Act (Canada), as amended, has been complied with to the Administrative Agent’s satisfaction and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction; provided that Accounts in an aggregate amount of up to $7,500,000 that would otherwise be ineligible solely as a result of non-compliance with the requirements of the Assignment of Claims Act shall nevertheless be eligible for purposes of clause (ii);

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     (o) which is owed by any Affiliate, employee, officer, director, agent or stockholder of any Loan Party;

     (p) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

     (q) which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

     (r) which is evidenced by any promissory note, chattel paper, or instrument;

     (s) which is owed by an Account Debtor located in the States of New Jersey, Minnesota, Indiana, West Virginia or any other State which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the Borrower to which such Account is owed to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrower has qualified to do business in New Jersey, Minnesota, Indiana, West Virginia or such other States, has filed a Notice of Business Activities Report or similar report with the appropriate Governmental Authority in each such State and the foregoing is duly effective, or is exempt from such filing requirement;

     (t) with respect to which such Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and such Borrower created a new receivable for the unpaid portion of such Account;

     (u) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state, provincial, territorial or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

     (v) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than such Borrower has or has had an ownership interest in such goods, or which indicates any party other than such Borrower as payee or remittance party;

     (w) which is a Credit Card Accounts Receivable or Licensee Receivable; or

     (x) which the Joint Collateral Agents, in their Permitted Discretion, determine may not be paid by reason of the Account Debtor’s inability to pay or which the Joint Collateral Agents in their Permitted Discretion otherwise determine is unacceptable for any reason whatsoever.

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          In the event that a Financial Officer has knowledge that any Account Debtor with respect to an Eligible Account ceases to comply with the requirements of paragraphs (j), (k) or (l), such Borrower or the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Joint Collateral Agents’ Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that such Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by such Borrower to reduce the amount of such Account.

          “Eligible Credit Card Accounts Receivable” means, at any time, the Credit Card Accounts Receivable of a Borrower which the Joint Collateral Agents determine, in their Permitted Discretion, are eligible as the basis for the (i) extension of Revolving Loans and Swingline Loans and (ii) the issuance of Letters of Credit. Without limiting the Joint Collateral Agents’ discretion provided herein, Eligible Credit Card Accounts Receivable shall not include any Credit Card Accounts Receivable:

     (a) which is not earned or does not represent the bona fide amount due to a Borrower from a credit card processor and/or credit card issuer that originated in the ordinary course of business of the applicable Borrower;

     (b) which is not owned by a Borrower;

     (c) in which the payee of such Credit Card Accounts Receivable is a Person other than a Borrower;

     (d) which does not constitute an Account (as defined in the UCC or the PPSA, as applicable);

     (e) which has been outstanding more than five Business Days;

     (f) with respect to which the applicable credit card issuer or credit card processor has (i) applied for, suffered, or consented to the appointment of any receiver, interim receiver, custodian, trustee, monitor, administrator, sequestrator or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, interim receiver, custodian, trustee, monitor, administrator, sequestrator or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state, provincial, territorial or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent or (vi) ceased operation of its business;

     (g) which is not a valid, legally enforceable obligation of the applicable credit card issuer with respect thereto;

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     (h) which is not subject to a first priority perfected security interest in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be);

     (i) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) and (ii) any Permitted Encumbrances contemplated by the processor agreements and for which appropriate Reserves (as determined by the Joint Collateral Agents in their Permitted Discretion) have been established;

     (j) with respect to which any (i) covenant has been breached or (ii) representation or warranty is not true in all material respects, in each case to the extent contained in this Agreement, the U.S. Security Agreement, the Canadian Security Agreement or in the credit card agreements relating to such Credit Card Accounts Receivable; provided that each such representation and warranty shall be true and correct in all respects to the extent already qualified by a materiality standard;

     (k) which is subject to risk of set-off, recoupment, non-collection or not being processed due to unpaid and/or accrued credit card processor fee balances, to the extent of the lesser of the balance of such Credit Card Accounts Receivable or unpaid credit card processor fees;

     (l) which is evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent;

     (m) which the Joint Collateral Agents in their Permitted Discretion determine may not be paid by reason of the applicable credit card processor’s or credit card issuer’s inability to pay or which the Joint Collateral Agents in their Permitted Discretion otherwise determine is unacceptable for any reason whatsoever;

     (n) which represents a deposit or partial payment in connection with the purchase of Inventory of such Borrower;

     (o) which is not subject to a Credit Card Notification Agreement; or

     (p) which does not meet such other usual and customary eligibility criteria for Credit Card Accounts Receivable as the Joint Collateral Agents, in their Permitted Discretion, may determine from time to time in their Permitted Discretion.

          In the event that a Financial Officer has knowledge that any credit card issuer or processor with respect to Eligible Credit Card Accounts Receivable ceases to comply with the requirements of clause (f), such Borrower or the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Credit Card Accounts Receivable, the face amount of a Credit Card Accounts Receivable may, in the Joint Collateral Agents’ permitted discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all customary fees and expenses in connection with any credit card arrangements and (ii) the aggregate amount of all cash received in respect thereof but not yet applied by the Borrower to reduce the amount of such Credit Card Accounts Receivable.

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          “Eligible Domestic Licensee Receivables” means, at any time, that portion of Eligible Licensee Receivables owed by any Licensee that is organized under the applicable laws of the U.S., any State of the U.S., Canada or any Province of Canada.

          “Eligible Foreign Accounts” means, at any time, the Accounts of a U.S. Borrower which the Joint Collateral Agents determine, in their Permitted Discretion, are eligible as the basis for the (i) extension of Revolving Loans and Swingline Loans and (ii) the issuance of Letters of Credit. Without limiting the Joint Collateral Agents’ discretion provided herein, Eligible Foreign Accounts shall not include any Account:

     (a) which does not satisfy all of the criteria set forth in paragraphs (a) through (k), (o) through (r) and (t) through (x) of the definition of “Eligible Accounts”;

     (b) which is owed by an Account Debtor which is either located in, or organized under the laws of, any country (other than the U.S., any State of the U.S., Canada or any Province of Canada) that is not acceptable to the Joint Collateral Agents in their Permitted Discretion (it being agreed that, for purposes of this paragraph (b), as of the Effective Date the United Kingdom, France, Ireland, the Netherlands, Norway, Spain, Germany and Switzerland are acceptable to the Joint Collateral Agents; it being further agreed that the Joint Collateral Agents, in their Permitted Discretion, shall have the right to remove any such countries or add additional countries that are acceptable to them);

     (c) which is owed in any currency that is not acceptable to the Joint Collateral Agents in their Permitted Discretion (dollars and Canadian Dollars being acceptable for purposes of this paragraph (c));

     (d) which is owed by the government (or any department, agency, public corporation, or instrumentality thereof) of any country, other than the U.S. and Canada, unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of the Administrative Agent and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction;

     (e) which does not comply in all material respects with all applicable laws and regulations, whether Federal, state or local; or

     (f) which the Joint Collateral Agents, in their Permitted Discretion, determine may not be paid by reason of the Account Debtor’s inability to pay or which the Joint Collateral Agents in their Permitted Discretion otherwise determine is unacceptable for any reason whatsoever.

          In the event that a Financial Officer has knowledge that any Account Debtor with respect to an Eligible Foreign Account ceases to comply with the requirements of paragraphs (j) or (k) of the definition of “Eligible Accounts” (as incorporated pursuant to paragraph (a)) or paragraph (b), such U.S. Borrower or the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Foreign Account, the face amount of an Account may, in the Joint Collateral Agents’ Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that such U.S. Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by such U.S. Borrower to reduce the amount of such Account.

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          “Eligible Foreign Licensee Receivables” means, at any time, that portion of Eligible Licensee Receivables owed by any Licensee that is organized under the laws of any country (other than the U.S., any State of the U.S., Canada or any Province of Canada) which the Joint Collateral Agents determine, in their Permitted Discretion, are acceptable as the basis for (i) extensions of Revolving Loans and Swingline Loans and (ii) the issuance of Letters of Credit.

          “Eligible GRI Accounts” means, at any time, the Accounts of a U.S. Borrower in which the Account Debtor is GRI or any of its subsidiaries and the Joint Collateral Agents determine, in their Permitted Discretion, are acceptable as the basis for (i) extensions of Revolving Loans and Swingline Loans and (ii) the issuance of Letters of Credit. Without limiting the Joint Collateral Agents’ discretion provided herein, Eligible GRI Accounts shall not include any Account:

     (a) which does not satisfy all of the criteria set forth in paragraphs (a) through (c), (e) through (k), (p) through (x) of the definition of “Eligible Accounts”;

     (b) which is owed in any currency that is not acceptable to the Joint Collateral Agents in their Permitted Discretion (U.S. and Canadian Dollars being acceptable for purposes of this paragraph (b));

     (c) which does not comply in all material respects of all applicable laws and regulations, whether Federal, state or local;

     (d) which is an Account of a subsidiary of GRI unless the Joint Collateral Agents have approved such Account in their sole and absolute discretion; or

     (e) which the Joint Collateral Agents, in their Permitted Discretion, determine may not be paid by reason of the Account Debtor’s inability to pay or which the Joint Collateral Agents in their Permitted Discretion otherwise determine is unacceptable for any reason whatsoever.

          In the event that a Financial Officer has knowledge that GRI ceases to comply with the requirements of paragraphs (j) or (k) of the definition of “Eligible Accounts” (as incorporated pursuant to paragraph (a)), such U.S. Borrower or the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible GRI Account, the face amount of an Account may, in the Joint Collateral Agents’ Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that such U.S. Borrower may be obligated to rebate to GRI pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by such U.S. Borrower to reduce the amount of such Account.

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          Notwithstanding the foregoing, none of the Accounts of GRI shall constitute Eligible GRI Accounts at any time that GRI is a Subsidiary.

          “Eligible GRI Licensee Receivables” means, at any time, that portion of the Eligible Licensee Receivables owed by GRI or any of its subsidiaries that the Joint Collateral Agents determine, in their Permitted Discretion, are acceptable.

          “Eligible Inventory” means, at any time, the Inventory of a Borrower which the Joint Collateral Agents determine, in their Permitted Discretion, are eligible as the basis for the (i) extension of Revolving Loans and Swingline Loans and (ii) the issuance of Letters of Credit. Without limiting the Joint Collateral Agents’ discretion provided herein, Eligible Inventory shall not include any Inventory:

     (a) which is not subject to a first priority perfected Lien in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be);

     (b) which is shipped by a Borrower on F.O.B. destination terms; provided that up to $2,000,000 at any one time of Inventory that is shipped on such terms may be included as Eligible Inventory;

     (c) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be);

     (d) which is, in the Joint Collateral Agents’ Permitted Discretion, slow moving, obsolete, unmerchantable, defective, used, unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity;

     (e) with respect to which any (i) covenant has been breached or (ii) representation or warranty is not true and correct in all material respects, in each case contained in this Agreement, the U.S. Security Agreement or the Canadian Security Agreement; provided that each such representation and warranty shall be true and correct in all respects to the extent it is already qualified by a materiality standard;

     (f) in which any Person other than such Borrower shall (i) have any direct or indirect ownership, interest or title to such Inventory or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

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     (g) which is not finished goods or which constitutes work-in-process, raw materials, spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold goods, goods that are returned or marked for return (other than Wholesale Inventory that otherwise satisfies the requirements for being Eligible Inventory and subject to the imposition of Reserves with respect thereto (as determined by the Joint Collateral Agents in their Permitted Discretion)), repossessed goods, damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of the Borrowers’ business;

     (h) which is not located in the U.S. or Canada (only with respect to the Inventory owned by the Canadian Borrower) or is in transit with a common carrier from vendors and suppliers; provided that, up to the lesser of (x) $200,000,000 and (y) 33% of the total Revolving Commitment of Inventory in transit from vendors and suppliers may be included as eligible pursuant to this paragraph (h) so long as (i) the Administrative Agent shall have received (1) access, during normal business hours and at other times reasonably requested by the Administrative Agent, to a true and correct copy of the bill of lading and other shipping documents for such Inventory, (2) evidence of satisfactory casualty insurance naming the Administrative Agent as loss payee and otherwise covering such risks as the Administrative Agent may reasonably request, and (3) if the bill of lading is (A) non-negotiable and the inventory is in transit within the United States or in transit to the United States, a duly executed Collateral Access Agreement from the applicable customs broker for such Inventory, or (B) negotiable, confirmation that the bill is issued in the name of a Borrower and consigned to the order of the Administrative Agent, and an acceptable agreement has been executed with such Borrower’s customs broker, in which the customs broker agrees that it holds the negotiable bill as agent for the Administrative Agent and has granted the Administrative Agent access to the Inventory, (ii) the common carrier is not an Affiliate of the applicable vendor or supplier and (iii) the customs broker is not an Affiliate of any Borrower;

     (i) which is located in any (a) warehouse, cross-docking facility, distribution center, regional distribution center or depot or (b) any retail store located in a jurisdiction providing for a common law or statutory landlord’s lien on the personal property of tenants, which lien would be prior or superior to that of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be), in each case leased by the applicable Borrower unless (i) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Rent Reserve has been established by the Joint Collateral Agents in their Permitted Discretion (provided that in the case of any location described in clause (a) above, (x) unless located in a jurisdiction providing for a common law or statutory landlord’s lien on the personal property of tenants, such Rent Reserve may be reduced if a Collateral Access Agreement has subsequently been received by the Administrative Agent) and (y) unless located in a jurisdiction providing for a common law or statutory landlord’s lien on the personal property of tenants, no Rent Reserve shall be established prior to the sixty-first day following the Effective Date;

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     (j) which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document (other than bills of lading to the extent permitted pursuant to paragraph (h) above), unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require in its Permitted Discretion or (ii) an appropriate Reserve has been established by the Joint Collateral Agents in their Permitted Discretion (which Rent Reserve may be reduced if a Collateral Access Agreement has subsequently been received by the Administrative Agent);

     (k) which is at a third party location or outside processor, or is in-transit to or from said third party location or outside processor (other than Inventory permitted to be included under paragraph (h) above);

     (l) which is a discontinued product or component thereof unless and to the extent that the salability thereof is not adversely impacted;

     (m) which is the subject of a consignment by such Borrower as consignor; provided that up to $25,000,000 of Inventory that is consigned to a third Person shall be Eligible Inventory if (i) it satisfies the other requirements for being Eligible Inventory, (ii) each applicable consignee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require and (iii) such consigned Inventory is, in the reasonable determination of the Joint Collateral Agents, identifiable and traceable.

     (n) which contains or bears any intellectual property rights licensed to such Borrower unless the Administrative Agent is satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

     (o) which is not reflected in a current perpetual inventory report of such Borrower (unless such Inventory is reflected in a report to the Administrative Agent as “in transit” Inventory);

     (p) which does not conform in all material respects to all standards imposed by any Governmental Authority;

     (q) for which reclamation rights have been asserted by the seller; or

     (r) which the Joint Collateral Agents, in their Permitted Discretion, otherwise determine is unacceptable for any reason whatsoever including, without limitation, to address potential rights of vendors with respect to in transit Inventory;

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provided that in determining the value of the Eligible Inventory, such value shall be reduced by, without duplication, any amounts representing (a) Vendor Rebates; (b) costs included in Inventory relating to advertising; (c) the shrink reserve; (d) the unreconciled discrepancy between the general inventory ledger and the perpetual Inventory ledger, to the extent the general Inventory ledger reflects less Inventory than the perpetual inventory ledger; and (e) a reserve for Inventory which is designated or demanded to be returned to or retained by the applicable vendor or which is recognized as damaged or off quality by the applicable Borrower.

          In the event that a Financial Officer has knowledge that Inventory at any location having a fair market value of $7,500,000 or more which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, such Borrower or the Borrower Representative shall notify the Joint Collateral Agents thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.

          “Eligible Licensee Receivables” means, at any time, the Licensee Receivables payable by a Licensee which the Joint Collateral Agents determine, in their Permitted Discretion, are eligible as the basis for the (i) extension of Revolving Loans and Swingline Loans and (ii) the issuance of Letters of Credit. Without limiting the Joint Collateral Agents’ discretion provided herein, Eligible Licensee Receivables shall not include any Licensee Receivable:

     (a) which does not represent (i) a fixed contractual minimum amount irrevocably payable not less than quarterly under the applicable licensing agreement or (ii) a contractual amount based on the net sales of the Licensee that is payable at such times and on such terms and conditions as is acceptable to the Administrative Agent in all respects;

     (b) which is not subject to a first priority perfected security interest in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be);

     (c) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) and (ii) any Permitted Encumbrances which do not have priority over the Lien in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be);

     (d) which (i) is unpaid more than 60 days after the original due date or (ii) has been written off the books of the Borrower or otherwise designated as uncollectible;

     (e) which is owing by a Licensee for which more than 50% of the Licensee Receivables owing from such Licensee and its Affiliates are ineligible hereunder (other than as a result of the operation of paragraph (f) below);

     (f) which is owing by a Licensee to the extent the aggregate amount of Licensee Receivables owing from such Licensee and its Affiliates to all the Borrowers exceeds 20% of the aggregate amount of Eligible Licensee Receivables of all the Borrowers;

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     (g) with respect to which any (i) covenant has been breached or (ii) representation or warranty is not true in all material respects, in each case to the extent contained in this Agreement, the U.S. Security Agreement or the Canadian Security Agreement; provided that each such representation and warranty shall be true and correct in all respects to the extent it is already qualified by a materiality standard;

     (h) which does not arise from the licensing of intellectual property of the Borrowers in the ordinary course of business;

     (i) with respect to which any check or other instrument of payment has been returned uncollected for any reason;

     (j) which is owed by any Licensee which has (i) applied for, suffered, or consented to the appointment of any receiver, interim receiver custodian, trustee, monitor, administrator, sequestrator or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, interim receiver custodian, trustee, monitor, administrator, sequestrator or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

     (k) which is owed by any Licensee which has sold all or substantially all of its assets;

     (l) which is denominated in or owed in any currency other than U.S. or Canadian dollars (unless a currency swap or similar hedge approved by the Administrative Agent has been entered into with respect to such Licensee Receivable the effect of which is to cause payment to be denominated in dollars) or payable in a jurisdiction other than the U.S. or Canada;

     (m) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Licensee Receivable is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of the Administrative Agent, (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Assignment of Claims Act has been complied with to the Administrative Agent’s satisfaction or (iii) the federal government of Canada unless the Financial Administration Act (Canada), as amended, has been complied with to the Administrative Agent’s satisfaction and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction;

     (n) which is owed by any Affiliate, employee, officer, director, agent or stockholder of any Loan Party; provided that the Licensee Receivables for which GRI is a Licensee shall be excepted from this paragraph;

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     (o) which is owed by a Licensee or any Affiliate of a Licensee to which any Loan Party is indebted, but only to the extent of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of a Licensee, in each case to the extent thereof;

     (p) which is owed by a Licensee or any Affiliate of a Licensee that is a supplier to any Loan Party to the extent of any amounts that may be set-off by such supplier against the Licensee Receivable of such Loan Party;

     (q) which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

     (r) which is owed by a Licensee located in the States of New Jersey, Minnesota, Indiana, West Virginia or any other State which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the Borrower to which such Licensee Receivable is owed to seek judicial enforcement in such jurisdiction of payment of such Licensee Receivable, unless such Borrower has qualified to do business in New Jersey, Minnesota, Indiana, West Virginia or such other States, has filed a Notice of Business Activities Report or similar report with the appropriate Governmental Authority in each State and the foregoing is duly effective, or is exempt from such filing requirement;

     (s) with respect to which such Borrower has made any agreement with the Licensee for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Licensee Receivable which was partially paid and such Borrower created a new receivable for the unpaid portion of such Licensee Receivable;

     (t) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation (to the extent applicable) the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

     (u) which is with respect to trademarks of a Borrower for which any claim has been asserted or made that challenges the enforceability of the applicable trademark pursuant to which such Licensee Receivable relates;

     (v) which did not arise under a licensing agreement that (i) cannot be canceled by the Licensee during its stated term (other than as a result of the failure of the applicable Borrower to comply with the terms thereof), (ii) is assignable by the applicable Borrower and (iii) has at least six months remaining on the term of such agreement;

     (w) which did not arise from a completed and bona fide transaction, except to the extent that the applicable licensing agreement provides for the payment of fixed amounts regardless of any performance or non-performance thereunder;

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     (x) which does not constitute an “account” or “chattel paper” within the meaning of the UCC or the PPSA of the state or province in which the applicable Borrower is located;

     (y) which, to the knowledge of the Borrowers, is not in full force and effect or does not constitute a legal, valid and binding obligation of the Licensee enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general equity principles; or

     (z) which the Joint Collateral Agents, in their Permitted Discretion, determine may not be paid by reason of the Licensee’s inability to pay or which the Joint Collateral Agents in their Permitted Discretion otherwise determine is unacceptable for any reason whatsoever.

          In the event that a Financial Officer has knowledge that any Licensee with respect to an Eligible Licensee Receivable ceases to comply with the requirements of paragraphs (f), (j) or (k), such Borrower or the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Licensee Receivable, the face amount of a Licensee Receivable may, in the Joint Collateral Agents’ Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that such Borrower may be obligated to rebate to Licensee pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Licensee Receivable but not yet applied by such Borrower to reduce the amount of such Licensee Receivable.

          “Eligible Retail Inventory” means Eligible Inventory that is Retail Inventory.

          “Eligible Wholesale Inventory” means Eligible Inventory that is Wholesale Inventory.

          “Energie Knitwear” means Energie Knitwear, Inc., a Delaware corporation.

          “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

          “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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          “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

          “Equivalent Amount” means, on any date, the amount of dollars into which an amount of Canadian Dollars may be converted or the amount of Canadian Dollars into which an amount of dollars may be converted, in each case, at the Canadian Administrative Agent’s spot buying rate in Toronto as at approximately 12:00 noon (Toronto time) on such date.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Pension Plan (other than an event for which the 30-day notice period is waived); (b) the failure by any Pension Plan to satisfy any minimum funding standard (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan; (e) the taking of any steps by any Borrower or any ERISA Affiliate to terminate any Pension Plan or the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or Pension Plans or to appoint a trustee to administer any Pension Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, in endangered or critical status, within the meaning of Section 305 of ERISA; (h) the adoption of an amendment to any Pension Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Pension Plan is a part if any Borrower or any of its ERISA Affiliates fails to timely provide security to such Pension Plan in accordance with the provisions of said Section; or (i) a contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a lien under Section 303(k) of ERISA.

          “Euro” means the single currency of the Participating Member States as constituted by the Treaty on European Union and as referred to in the legislative measures of the Participating Member States for the introduction of, change over to or operation of the Euro in one or more member states.

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          “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

          “Event of Default” has the meaning assigned to such term in Article VII.

          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower under any Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such recipient is located and (c) any U.S. federal withholding tax that is imposed on amounts payable to such recipient (other than an assignee pursuant to a request by a Borrower under Section 2.19(b)) at the time such recipient becomes a party to this Agreement (or designates a new lending office) or is attributable to such recipient’s failure to comply with Section 2.17(f), except to the extent that such recipient (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 2.17(a).

          “Existing Debt Securities” means, individually and collectively as the context may require, the 4.250% Senior Notes of the Company due 2009, the 5.125% Senior Notes of the Company due 2014 and the 6.125% Senior Notes of the Company due 2034.

          “Existing Debt Securities Reserve” means with respect to the Existing Debt Securities, as of any date during any Dominion Period, the sum of (a) an amount equal to all remaining principal payments due in respect thereof through and including the Maturity Date plus (b) an amount equal to the interest to be paid thereon on the next interest payment date following such date which, in each case, shall, at the request of the Borrowers, be released if and to the extent each such amount is paid in full in cash.

          “Existing Letters of Credit” means the letters of credit referred to on Schedule 2.06(1) hereto, which letters of credit have been issued by an Issuing Bank or a Lender.

          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

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          “Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of a Borrower.

          “First-Tier Foreign DRE” means any Foreign DRE (other than Jones Canada LP and Nine West Melbourne Pty Ltd., an Australian corporation) that is owned directly, or indirectly through one or more Foreign DREs, by a U.S. Borrower or a Domestic Subsidiary; provided that if Nine West Melbourne Pty Ltd. is not dissolved in the entirety on or prior to the sixtieth day following the Effective Date (or such later date that may be approved by the Administrative Agent in its discretion), it shall be a First-Tier Foreign DRE as of such date.

          “First-Tier Foreign Subsidiary” means any Foreign Subsidiary (other than a Foreign DRE and Asia Expert Limited, a Hong Kong corporation), owned directly by one or more of the U.S. Borrowers, the Domestic Subsidiaries, or the First-Tier Foreign DREs; provided that if Asia Expert Limited is not dissolved in the entirety on or prior to the sixtieth day following the Effective Date (or such later date that may be approved by the Administrative Agent in its discretion), it shall be a First-Tier Foreign Subsidiary as of such date.

          “Fixed Charges” means, with reference to any period, without duplication, cash Interest Expense (including, without limitation, any interest portion of Capital Lease Obligation payments), plus Rentals, plus prepayments and scheduled principal payments on Indebtedness made during such period, plus cash taxes paid (net of cash refunds), plus dividends, distributions or redemptions of Equity Interests paid in cash, plus Capital Lease Obligation payments, plus normal cash contributions to any Pension Plan (which shall exclude 401(k) and other defined contribution plans), all calculated for the Company and its Subsidiaries on a consolidated basis; provided, however, that Fixed Charges shall not include any amounts paid on the Existing Debt Securities that are maturing in November 2009.

          “Fixed Charge Coverage Ratio” means the ratio, as determined at the end of any Test Period, of (a) EBITDAR minus the unfinanced portion of Capital Expenditures to (b) Fixed Charges, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

          “Foreign DRE” means a Foreign Subsidiary that for U.S. federal income tax purposes is classified as a partnership or that is “disregarded as an entity separate from its owner” (within the meaning of Treas. Reg. § 301.7701-3), but not any such Foreign Subsidiary whose assets consist solely of stock of a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code).

          “Foreign Subsidiary” means each Subsidiary of a Borrower that is not a Domestic Subsidiary.

          “Funding Accounts” has the meaning assigned to such term in Section 4.01(g).

          “GAAP” means generally accepted accounting principles in the United States of America.

          “Governmental Authority” means the government of the United States, Canada, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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          “GRI” means GRI Group Limited, a British Virgin Islands company.

          “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

          “Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

          “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          “High Season” means all times other than Low Season.

          “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money (including, without limitation, the Existing Debt Securities), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business, deferred compensation and any purchase price adjustment, earnout or deferred payments of a similar nature), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed; provided that if recourse for the payment of such Indebtedness is limited exclusively to such property and such Person has absolutely no personal liability with respect thereto, the amount of such Indebtedness shall equal the lesser of (A) the fair market value of such property and (B) the amount of Indebtedness so secured, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) obligations under any liquidated earn-out and (k) any other Off-Balance Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, Indebtedness shall not include (x) unsecured trade payables that are paid to banks financing vendor receivables in the ordinary course of business of the Borrowers to the extent any such trade payables are deemed to be indebtedness solely as a result of requirements under GAAP and (y) operating leases as defined under GAAP as of the Effective Date to the extent that such leases are deemed to be Indebtedness solely as a result of any change in the requirements under GAAP after the Effective Date.

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          “Indemnified Taxes” means Taxes (including Other Taxes) other than Excluded Taxes.

          “Indenture” means the Indenture, dated as of November 22, 2004, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 6.11, among the Company, Jones Holdings, Jones Apparel USA, Nine West Footwear and Jones Retail, as issuers, and U.S. Bank as successor in interest to SunTrust Bank, as trustee.

          “Information Memorandum” means the Confidential Information Memorandum dated April 2009 relating to the Borrowers and the Transactions.

          “Interest Election Request” means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section 2.08.

          “Interest Expense” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Company and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the Company and its Subsidiaries for such period in accordance with GAAP.

          “Interest Payment Date” means (a) with respect to any ABR Loan and Canadian Prime Rate Loan (other than a Swingline Loan), the first day of each calendar month and the Maturity Date, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date.

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          “Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower Representative may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

          “Inventory” has the meaning assigned to such term in the U.S. Security Agreement.

          “Investment” by any Person in any other Person means (i) any direct or indirect loan, advance or other extension of credit or capital contribution to or for the account of such other Person (by means of any transfer of cash or other property to any Person or any payment for property or services for the account or use of any Person, or otherwise), (ii) any direct or indirect purchase or other acquisition of any Equity Interests, bond, note, debenture or other debt or equity security or evidence of Indebtedness, or any other ownership interest (including, any option, warrant or any other right to acquire any of the foregoing), issued by such other Person, whether or not such acquisition is from such or any other Person, (iii) any direct or indirect payment by such Person on a Guarantee of any obligation of or for the account of such other Person or any direct or indirect issuance by such Person of such a Guarantee (provided, however, that for purposes of Section 6.04, payments under Guarantees not exceeding the amount of the Investment attributable to the issuance of such Guarantee will not be deemed to result in an increase in the amount of such Investment) or (iv) any other investment of cash or other property by such Person in or for the account of such other Person. Any repurchase by any Borrower of its own Equity Interests or Indebtedness shall not constitute an Investment for purposes of this Agreement. The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such transfer or exchange.

          “Investment Basket” has the meaning assigned to such term in Section 6.04(c).

          “IP Secured Financing” means a transaction or series of substantially contemporaneous transactions pursuant to which one or more of the Borrowers incur Indebtedness, on terms reasonably satisfactory to the Administrative Agent, in an aggregate principal amount of not less than $150,000,000 that is secured exclusively by the Borrowers’ registered intellectual property; provided that (a) substantially concurrently with the incurrence of such Indebtedness (i) the Administrative Agent has (A) been granted a second priority perfected security interest in such registered intellectual property and (B) entered into an intercreditor agreement with the issuer of such Indebtedness, in each case on terms that are in form and substance satisfactory to the Administrative Agent, (ii) the Administrative Agent has been granted, on terms satisfactory to it, a royalty-free license with respect to such intellectual property to the extent any such intellectual property is used in connection with or affixed to any of the Collateral and (iii) all of the Net Proceeds of such Indebtedness have been applied to prepay the Revolving Loans then outstanding as provided in Section 2.11(e); and (b) no Default or Event of Default has occurred and is continuing immediately prior to or after giving effect to the incurrence of such Indebtedness.

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          “IRS” means the United States Internal Revenue Service.

          “Issuing Banks” means, individually and collectively as the context may require, (a) in the case of each Letter of Credit, other than the Existing Letters of Credit, Chase, Wachovia Bank, National Association and any other Lender proposed by the Borrower Representative that is reasonably acceptable to the Administrative Agent, each in its capacity as an issuer of Letters of Credit hereunder, and its successors and assigns in such capacity as provided in Section 2.06(j); and (b) in the case of each Existing Letter of Credit, the issuer thereof under the Prior Credit Agreement, and its successors and assigns in such capacity as provided in Section 2.06(j). Each Issuing Bank referred to in clause (a) of this definition, may, in its sole discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

          “ITA” means the Income Tax Act (Canada), as amended.

          “Joinder Agreement” has the meaning assigned to such term in Section 5.14(a).

          “Joint Bookrunners” means, individually and collectively as the context may require, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Banc of America Securities LLC, Wachovia Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and General Electric Capital Corporation, in their respective capacities as joint bookrunners hereunder, and each of their successors and assigns in such capacity.

          “Joint Collateral Agents” means, individually and collectively as the context may require, Chase and General Electric Capital Corporation, in their respective capacities as joint collateral agents hereunder, and each of their successors and assigns in such capacity; provided that if one or more of the Joint Collateral Agents shall resign as provided in Section 8.02, reference to the Joint Collateral Agents shall refer to the Sole Remaining Collateral Agent or the Sole Successor Collateral Agent, as the case may be.

          “Joint Lead Arrangers” means, individually and collectively as the context may require, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., in their capacity as joint lead arrangers, and each of their successors and assigns in such capacity.

          “Jones Apparel USA” means Jones Apparel Group USA, Inc., a Delaware corporation.

          “Jones Canada GP” means Jones Canada, Inc., an Ontario corporation.

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          “Jones Canada LP” means Jones Apparel Group Canada ULC, a Nova Scotia unlimited liability company.

          “Jones Holdings” means Jones Apparel Group Holdings, Inc., a Delaware corporation.

          “Jones Investment” means Jones Investment Co. Inc., a Delaware corporation.

          “Jones Jeanswear” means Jones Jeanswear Group, Inc., a New York corporation.

          “Jones Retail” means Jones Retail Corporation, a New Jersey corporation.

          “LC Collateral Account” has the meaning assigned to such term in Section 2.06(k).

          “LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit, including in respect of a time draft presented thereunder; provided that, with respect to any component of any such amount in an Alternative Currency under a U.S. Letter of Credit, such amount shall be the Dollar Amount thereof. The date of an LC Disbursement shall be the date of payment by the applicable Issuing Bank under a Letter of Credit or a time draft presented thereunder, as the case may be.

          “LC Exposure” means, at any time, the sum of the U.S. LC Exposure and the Canadian LC Exposure.

          “L.E.I.” means L.E.I. Group, Inc., a Delaware corporation.

          “Lender Parties” means, individually and collectively as the context may require, the Agents, the Lenders and the Issuing Banks.

          “Lenders” means, individually and collectively as the context may require, the Canadian Lenders and the U.S. Lenders. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

          “Letter of Credit” means any Commercial Letter of Credit or Standby Letter of Credit issued pursuant to this Agreement. Without limiting the foregoing, (a) Letters of Credit shall include any time draft presented under a Letter of Credit and (b) the Existing Letters of Credit shall be deemed Letters of Credit issued under this Agreement.

          “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits having a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

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          “Licensee” means any Person (other than a natural person) that licenses trademarks of one or more of the Borrowers.

          “Licensee Receivable” means any receivables due to any Borrower from a Licensee that arise as a result of such Licensee manufacturing, selling or distributing goods utilizing or incorporating trademarks of such Borrower.

          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

          “Loan Documents” means, individually and collectively as the context may require, this Agreement, any promissory notes issued pursuant to this Agreement, any Letters of Credit applications, the Collateral Documents, the Loan Guaranty, the Canadian Guarantee and each additional guaranty entered into by a Canadian Loan Party pursuant to Section 5.14(c), the Post-Closing Deliverables Agreement and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent, the Canadian Administrative Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee or partner of any Loan Party, and delivered to the Administrative Agent, the Canadian Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated thereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative. For the avoidance of doubt, the Open Account Agreements, the Swap Agreements and the agreements pursuant to which Banking Services are provided shall not constitute Loan Documents.

          “Loan Guarantor” means (a) with respect to the U.S. Obligations, each Loan Party (other than the Canadian Loan Parties) and any other Person that becomes a U.S. Loan Guarantor pursuant to Section 5.14(a); and (b) with respect to the Canadian Obligations, each Loan Party (other than the Canadian Borrower) and any other Person that becomes a Loan Guarantor pursuant to Section 5.14 (a) and (c).

          “Loan Guaranty” means Article X of this Agreement.

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          “Loan Parties” means, individually and collectively as the context may require, the U.S. Loan Parties and the Canadian Loan Parties.

          “Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans and Protective Advances.

          “Lock Box Agreement” means, individually and collectively as the context may require, each “Lock Box Agreement” referred to in the U.S. Security Agreement.

          “Low Season” means, for any period of determination of the Borrowing Base with respect to Wholesale Inventory, the periods (a) (i) commencing March 1 of each year and ending May 30 of such year and (ii) commencing October 1 of each year and ending December 31 of such year, and (b) such other periods that have been approved by the Administrative Agent and are identified as the “low season” in the most recent appraisal delivered from the time pursuant to this Agreement.

          “Material Adverse Effect” means a material adverse effect on (a) the business, assets, property, operations, prospects or condition, financial or otherwise, of the Company and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, the Administrative Agent’s Liens (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) on the Collateral or the priority of such Liens or (d) the rights of or benefits available to the Administrative Agent, any other Agent, the Issuing Banks or the Lenders under the Loan Documents.

          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit) or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the “obligations” of any Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

          “Maturity Date” means May 13, 2012 or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

          “Maximum Liability” has the meaning assigned to such term in Section 10.08.

          “Maximum Utilization Period” means any period (a) commencing, on any date when the aggregate principal amount of Revolving Loans is greater than or equal to 33.3% of the total Revolving Commitment, and (b) ending on the date immediately after the aggregate principal amount of Revolving Loans is less than 33.3% of the total Revolving Commitment.

          “Minimum Availability Period” means (including by reference to the Levels described below), any period (a) commencing when Availability is on any date less than:

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          Level 1: an amount equal to 15% (or if the IP Secured Financing has been consummated, 17.5%) of the total Revolving Commitments then in effect;

          Level 2: an amount equal to 20% of the total Revolving Commitments then in effect, but more than Level 1;

and (b) ending after Availability is greater than 25% of the total Revolving Commitments then in effect for a period of 60 consecutive days (such period being referred to herein as a “Level 1 Minimum Availability Period” or a “Level 2 Minimum Availability Period”, as applicable). For the avoidance of doubt, (x) at any time that Availability is equal to or greater than the amounts set forth in Level 2 above, Availability shall also be deemed to be greater than Level 1 and (y) a Level 1 Minimum Availability Period includes a Level 2 Minimum Availability Period.

          “Moody’s” means Moody’s Investors Service, Inc.

          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

          “Net Income” means, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

          “Net Orderly Liquidation Value” means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Joint Collateral Agents, net of all costs of liquidation thereof.

          “Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

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          “Nine West Development” means Nine West Development Corporation, a Delaware corporation.

          “Nine West Footwear” means Nine West Footwear Corporation, a Delaware corporation.

          “Non BA Lender” means a Canadian Lender that cannot or does not as a matter of policy accept bankers’ acceptances.

          “Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

          “Non-Paying Guarantor” has the meaning assigned to such term in Section 10.09.

          “Obligated Party” has the meaning assigned to such term in Section 10.02.

          “Obligations” means, individually and collectively as the context may require, the U.S. Obligations and the Canadian Obligations.

          “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases).

          “Open Account Agent” means, individually and collectively as the context may require, (a) the Citibank Open Account Agent and (b) any other Lender or Affiliate thereof that is acting as agent from time to time pursuant to any Other Open Account Agreement.

          “Open Account Aggregate Cap” means the sum of (a) the Citibank Open Account Cap and (b) the Open Account Other Cap.

          “Open Account Agreement” means, individually and collectively as the context may require, (a) the Citibank Open Account Agreement and (b) each Other Open Account Agreement.

          “Open Account Bank” means, individually and collectively as the context may require, (a) the Citibank Open Account Banks and (b) any Lender or Affiliate thereof that may become a party to any Other Open Account Agreement.

          “Open Account Excess Obligations” means, individually and collectively as the context may require, (a) the Citibank Open Account Obligations that are in excess of the Citibank Open Account Cap and (b) the Open Account Obligations with respect to any Other Open Account Agreement that are in excess of the applicable Open Account Other Cap with respect to each such Other Open Account Agreement.

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          “Open Account Obligations” means, individually and collectively as the context may require, (a) the Citibank Open Account Obligations and (b) the obligations of the other Open Account Obligors that are parties to the Other Open Account Agreements to pay and reimburse each applicable Open Account Agent and Open Account Bank that are parties thereto for any advances, overadvances or financings provided to any vendor of one or more of such Open Account Obligors, together with fees, interest and expenses accruing thereon or that are otherwise payable with respect thereto.

          “Open Account Obligors” means each Loan Party that is a party to an Open Account Agreement.

          “Open Account Other Cap” means, with respect to all the Other Open Account Agreements, initially zero, and thereafter, at any time any such other Open Account Agreement is in effect or any Open Account Obligations with respect thereto are outstanding, an aggregate amount not to exceed $15,000,000 in the aggregate at any time; provided, that the Open Account Other Cap with respect to each such Other Open Account Agreement shall be equal to the aggregate amount that is authorized to be outstanding pursuant to the terms of each such other Open Account Agreement (which amount shall be specified in a written notice of the applicable Open Account Agent and the Company that is delivered to the Administrative Agent prior to the effectiveness of each applicable Open Account Agreement), the foregoing to be subject to the approval of the Administrative Agent (such approval to not be unreasonably withheld or delayed).

          “Original Currency” has the meaning assigned to such term in Section 9.18.

          “Other Open Account Agreement” means each open account funding agreement, other than the Citibank Open Account Agreement, entered into by any Open Account Agent and Open Account Bank with the Company and the other Open Account Obligors, as each such open account funding agreement may be amended, modified, restated or replaced from time to time in accordance with Section 6.11.

          “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

          “Participant” has the meaning assigned to such term in Section 9.04(c).

          “Participant Register” has the meaning assigned to such term in Section 9.04(c).

          “Participating Member States” means each State so described in any legislative measures of the European Council for the introduction of, change over to or operation of a single or unified European Community, and includes, without limitation, each member State of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with the aforementioned legislative measures.

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          “Patriot Act” has the meaning assigned to such term in Section 3.19(a).

          “Paying Guarantor” has the meaning assigned to such term in Section 10.09.

          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

          “Pension Event” means (a) the whole or partial withdrawal of a Canadian Loan Party from a Canadian Pension Plan during a plan year; or (b) the filing of a notice of interest to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as a termination or partial termination; or (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Canadian Pension Plan; or (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination of winding up or the appointment of trustee to administer, any Canadian Pension Plan.

          “Pension Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

          “Permitted Acquisition” means any acquisition by any Loan Party, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of, or of the voting Equity Interests of, or a business line or unit or a division of, any Person or the subsidiaries of such Person; provided that:

          (a) such acquisition shall be consensual;

          (b) such Person is in the same or similar line of business as the Company and its Subsidiaries, or a component thereof;

          (c) such acquisition shall be consummated in accordance with all Requirements of Law, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect;

          (d) in the case of the acquisition of Equity Interests, (i) all of the Equity Interests (except for any such securities in the nature of directors’ qualifying shares) acquired or otherwise issued by such Person (or, in the case of an acquisition of a group of companies, the parent company of such group) or any newly formed Subsidiary of any Borrower in connection with such acquisition shall be directly and beneficially owned 100% by such Loan Party, except with respect to Investments permitted by Section 6.04(c)(ii) in Subsidiaries that are not Loan Parties, and (ii) such newly acquired Subsidiary shall be a Loan Party and the Company and its Subsidiaries shall have complied with Section 5.14 with respect thereto; and

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          (e) in the case of any acquisition or series of related acquisitions in excess of $50,000,000 (whether paid in cash, deferred payments, securities, the assumption of debt (including to the extent that any continuing debt would be newly reflected on a consolidated balance sheet of the Company) or otherwise), the Company shall furnish to the Administrative Agent at least five Business Days prior to such proposed acquisition a certificate from a Financial Officer evidencing compliance with Section 6.04(l), together with such detailed information relating thereto as the Administrative Agent may reasonably request to demonstrate such compliance;

provided further, that it is understood that to the extent the assets acquired are to be included in any Borrowing Base, due diligence (including, without limitation, field exams and appraisals) in respect of such acquired assets satisfactory to the Administrative Agent, in its Permitted Discretion, shall be completed prior to the inclusion of such assets in the Borrowing Base.

          “Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

          “Permitted Encumbrances” means:

     (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

     (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation laws, unemployment, general liability and other insurance and other social security laws or retirement benefits or similar laws or regulations;

     (d) Liens granted and deposits and other investments made to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (e) Liens incurred to secure appeal bonds and judgment and attachment liens in respect of judgments that do not constitute an Event of Default under paragraph (k) of Article VII;

     (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Borrower or any Subsidiary; and

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          (g) Liens in favor of a credit card processor arising in the ordinary course of business under any processor agreement;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

          “Permitted Investments” means:

     (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

     (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

     (c) investments in (i) certificates of deposit and time deposits, in each case maturing within 365 days and (ii) banker’s acceptances, in each case maturing within 180 days from the date of acquisition thereof, issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

     (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in paragraph (a) above and entered into with a financial institution satisfying the criteria described in paragraph (c) above; and

     (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

          “Permitted Lien” means any Lien permitted under Section 6.02.

          “Person” means any natural person, corporation, limited liability company, unlimited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “Post-Closing Deliverables Agreement” means that certain Post-Closing Deliverables Agreement, dated as of the date hereof, between the Loan Parties and the Administrative Agent, as the same may be amended, restated or otherwise modified from time to time.

          “Pounds Sterling” means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

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          “PPSA” means the Personal Property Security Act (Ontario), including the regulations thereto, provided that if perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder or under any other Loan Document on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than the Province of Ontario, “PPSA” means the Personal Property Security Act or such other applicable legislation in effect from time to time in such other jurisdiction in Canada for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

          “Prepayment Event” means:

     (a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party, other than dispositions described in Section 6.05(a), (b), (c) (to the extent that the transaction is solely among the Loan Parties), (d) or (j); or

     (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party with a fair value immediately prior to such event equal to or greater than $10,000,000, in the case of each individual event, and $25,000,000 in the aggregate, in the case of a series of related events; or

     (c) the issuance by the Company of any Equity Interests, other than Equity Interests issued pursuant to an employee stock option plan or similar plan, or pursuant to a merger permitted by Section 6.03; or

     (d) the incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.01 (other than paragraph (i) thereof) or permitted by the Required Lenders.

          “Prime Rate” means (a) for the purpose of Loans made available to the U.S. Borrowers, the rate of interest per annum publicly announced from time to time by Chase as its prime rate at its offices at 270 Park Avenue in New York City or any successor executive office, and (b) for the purpose of dollar-denominated Loans made available to the Canadian Borrower, the rate of interest per annum publicly announced from time to time by the Canadian Administrative Agent at its Toronto office as its U.S. base rate for dollar-denominated commercial loans; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

          “Priority Payable Reserve” means reserves for amounts secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority to the Administrative Agent’s or any other Canadian Lender Parties’ Liens and/or for amounts which may represent costs relating to the enforcement of the Administrative Agent’s Liens including, without limitation, in the Permitted Discretion of the Canadian Administrative Agent, any such amounts due and not paid for wages, vacation pay, amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the ITA, amounts currently or past due and not paid for realty, municipal or similar taxes (to the extent impacting personal or moveable property) and all amounts currently or past due and not contributed, remitted or paid to or under any Canadian Pension Plan or under the Canada Pension Plan, the Pension Benefits Act (Ontario) or any similar legislation.

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          “Prior Credit Agreement” means the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, as amended and restated as of January 5, 2009, among the Company, Jones Apparel USA, Jones Holdings, Nine West Footwear, Jones Retail, the lenders parties thereto and Wachovia Bank, National Association, as administrative agent.

          “Proceeds of Crime Act” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended from time to time, and including all regulations thereunder.

          “Pro Forma Basis” means, with respect to any test hereunder in connection with any event, that such test shall be calculated after giving effect on a pro forma basis for the period of such calculation to (i) such event as if it happened on the first day of such period or (ii) the incurrence of any Indebtedness by the Company or any Subsidiary and any incurrence, repayment, issuance or redemption of other Indebtedness of the Company or any Subsidiary occurring at any time subsequent to the last day of the Test Period and on or prior to the date of determination, as if such incurrence, repayment, issuance or redemption, as the case may be, occurred on the first day of the Test Period.

          “Projections” has the meaning assigned to such term in Section 5.01(f).

          “Protective Advance” means, individually and collectively as the context may require, the U.S. Protective Advances and the Canadian Protective Advances.

          “Register” has the meaning assigned to such term in Section 9.04.

          “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

          “Rentals” means, with reference to any period, the aggregate amounts payable by the Company and its Subsidiaries under any operating leases (net of sublease income), calculated on a consolidated basis for the Company and its Subsidiaries for such period in accordance with GAAP.

          “Rent Reserve” means with respect to (a) any warehouse, cross-docking facility, distribution center, regional distribution center or depot that is not located in a jurisdiction providing for a common law or statutory landlord’s Lien on the personal property of tenants, which Lien would be prior or superior to that of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) and with respect to which no Collateral Access Agreement is in effect; or (b) any store, warehouse, cross-docking facility, distribution center, regional distribution center, depot or other location that is located in a jurisdiction providing for a common law or statutory landlord’s Lien on the personal property of tenants, which Lien would be prior or superior to that of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be), a reserve equal to two months’ rent at such store, warehouse, cross-docking facility, distribution center, regional distribution center, depot or other location.

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          “Report” means reports prepared by the Joint Collateral Agents or another Person showing the results of appraisals, field examinations or audits pertaining to the Borrowers’ assets from information furnished by or on behalf of the Borrowers, after the Joint Collateral Agents have exercised their rights of inspection pursuant to this Agreement, which Reports shall be distributed to the Lenders by the Administrative Agent.

          “Required Lenders” means, at any time, Lenders having Aggregate Credit Exposure and unused Revolving Commitments representing at least 51% of the sum of the Aggregate Credit Exposure and unused Revolving Commitments at such time.

          “Requirement of Law” means, as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

          “Reserves” means any and all reserves which the Joint Collateral Agents deem necessary, in their Permitted Discretion, to maintain (including, without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, Customer Credit Liability Reserves, Rent Reserves, Priority Payable Reserves, Existing Debt Securities Reserves, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for Swap Obligations, reserves for contingent liabilities of any Loan Party (including with respect to the declaration by any Loan Party that is a public company of its intention to pay dividends pursuant to Section 6.08(a)(iv) but not yet paid), reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.

          “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in the Company.

          “Retail Inventory” means Inventory to be sold by the Borrowers through the Borrowers’ retail distribution channels.

          “Revolver Termination Date” has the meaning assigned to such term in Section 9.03(c).

          “Revolving Commitment” means, with respect to each Lender, individually and collectively as the context may require, the U.S. Commitment and the Canadian Commitment of such Lender. The initial aggregate amount of the Lenders’ Revolving Commitments is $650,000,000.

48

          “Revolving Commitment Schedule” means the Schedule attached hereto identified as such.

          “Revolving Exposure” means, individually and collectively as the context may require, the U.S. Revolving Exposure and the Canadian Revolving Exposure.

          “Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

          “Revolving Loan” means a Loan made pursuant to Section 2.01.

          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

          “Second Currency” has the meaning assigned to such term in Section 9.18.

          “Secured Obligations” means, individually and collectively as the context may require, the U.S. Secured Obligations and the Canadian Secured Obligations.

          “Settlement” has the meaning assigned to such term in Section 2.05(d).

          “Settlement Date” has the meaning assigned to such term in Section 2.05(d).

          “Sole Remaining Collateral Agent” has the meaning assigned to such term in Section 8.02.

          “Sole Successor Collateral Agent” has the meaning assigned to such term in Section 8.02.

          “Specified Customers” means, individually and collectively as the context may require, JC Penney, Costco, Wal-Mart Stores, Inc./Sams Club, Sears, Zellers, TJ MAXX/MARMAXX, BJs Wholesale Club, Burlington Coat Factory, Ross, Fred Myer and Beall’s Outlet.

          “Standby Letter of Credit” means any Letter of Credit other than a Commercial Letter of Credit.

          “Standby LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding standby Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Standby LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Standby LC Exposure at such time.

49

          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board or other Governmental Authority to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for Eurodollar funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute Eurodollar funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Obligations to the written satisfaction of the Administrative Agent.

          “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent; provided that such term shall not include any joint venture, corporation, partnership or similar arrangement the accounts of which would be consolidated with those of the Company in the Company’s consolidated financial statements in accordance with GAAP but of which not more than 50% of the equity or the ordinary voting power (or in the case of a partnership, not more than 50% of the general partnership interests) are, as of such date, owned controlled or held by the Company or any of its consolidated Subsidiaries.

          “Subsidiary” means any direct or indirect subsidiary of the Company or a Loan Party, as applicable.

          “Supermajority Lenders” means, at any time, Lenders having Aggregate Credit Exposure and unused Revolving Commitments representing at least 75% of the sum of the total Aggregate Credit Exposure and unused Revolving Commitments at such time.

          “Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement.

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          “Swap Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

          “Swingline Exposure” means, at any time, the sum of the aggregate amount of all outstanding Swingline Loans at such time. The Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

          “Swingline Lender” means, individually and collectively as the context may require, the U.S. Swingline Lender and the Canadian Swingline Lender.

          “Swingline Loan” means, individually and collectively as the context may require, each U.S. Swingline Loan and each Canadian Swingline Loan.

          “Syndication Agent” means Citibank, N.A., in its capacity as Syndication Agent, and its successors and assigns in such capacity.

          “TARGET Day” means any day on which (i) TARGET2 is open for settlement of payments in Euro and (ii) banks are open for dealings in deposits in Euro in the London interbank market.

          “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

          “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

          “Test Period” means (a) from the date hereof until December 31, 2009, the most recent period of four fiscal quarters, and (b) at all times thereafter, 12 consecutive full fiscal months immediately preceding each date (taken as one accounting period) in respect of which the Company has delivered the financial statements referred to in paragraph (c) of Section 5.01.

          “Transactions” means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

          “Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (signed February 7, 1992), as amended from time to time.

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          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or the Canadian Prime Rate.

          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

          “United States” or “U.S.” means the United States of America.

          “Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

          “U.S. Availability” means (a) the lesser of (i) the U.S. Commitment and (ii) the U.S. Borrowing Base minus (b) (i) the total U.S. Revolving Exposure and (ii) the Canadian U.S. Borrowing Base Utilization.

          “U.S. Borrowers” means, individually and collectively as the context may require, the Company, Jones Apparel USA, Jones Holdings, Jones Retail, Nine West Footwear, Energie Knitwear, Jones Investment, Jones Jeanswear, L.E.I., Nine West Development and Victoria.

          “U.S. Borrowing Base” means, at any time (without duplication),

the sum of

          (a) (i) the product of (A) 85% multiplied by (B) the Eligible Accounts of the U.S. Borrowers at such time plus (ii) the product of (A) 90% multiplied by (B) the Eligible Credit Card Accounts Receivable of the U.S. Borrowers at such time,

plus

          (b) the product of (i) 80% multiplied by (ii) the Eligible Domestic Licensee Receivables of the U.S. Borrowers at such time; provided that the availability represented by Eligible Domestic Licensee Receivables of the U.S. Borrowers included in the Borrowing Base shall not at any time exceed $10,000,000,

plus

          (c) the product of (i) 35% multiplied by (ii) the Eligible Foreign Licensee Receivables of the U.S. Borrowers at such time; provided that the availability represented by Eligible Foreign Licensee Receivables of the U.S. Borrowers included in the Borrowing Base shall not at any time exceed $5,000,000,

plus

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          (d) the product of (i) 35% multiplied by (ii) the Eligible Foreign Accounts of the U.S. Borrowers at such time; provided that the availability represented by Eligible Foreign Accounts of the U.S. Borrowers included in the Borrowing Base shall not at any time exceed $5,000,000,

plus

          (e) subject to the last sentence of this definition, the product of (i) 35% multiplied by (ii) the sum of (A) the Eligible GRI Accounts of the U.S. Borrowers and (B) the Eligible GRI Licensee Receivables of the U.S. Borrowers at such time; provided that the availability represented by Eligible GRI Accounts of the U.S. Borrowers included in the Borrowing Base shall not at any time exceed $15,000,000,

plus

          (f) the lesser of (i) the product of 85% multiplied by the Net Orderly Liquidation Value percentage in respect of Retail Inventory of the U.S. Borrowers identified in the most recent inventory appraisal ordered by the Joint Collateral Agents multiplied by the Eligible Retail Inventory of the U.S. Borrowers, valued at the lower of cost (determined in accordance with the historical practices of the Borrowers prior to the Effective Date) or market value, at such time and (ii) the product of 75% multiplied by the Eligible Retail Inventory of the U.S. Borrowers, valued at the lower of cost (determined in accordance with the historical practices of the Borrowers prior to the Effective Date) or market value, at such time,

plus

          (g) the lesser of (i) the product of 85% multiplied by the High Season or Low Season, as applicable, Net Orderly Liquidation Value percentage in respect of Wholesale Inventory of the U.S. Borrowers identified in the most recent inventory appraisal ordered by the Joint Collateral Agents multiplied by the Eligible Wholesale Inventory of the U.S. Borrowers, valued at the lower of cost (determined in accordance with the historical practices of the Borrowers prior to the Effective Date) or market value, at such time and (ii) the product of 75% multiplied by the Eligible Wholesale Inventory of the U.S. Borrowers, valued at the lower of cost (determined in accordance with the historical practices of the Borrowers prior to the Effective Date) or market value, at such time,

minus

          (h) without duplication, Reserves established by the Joint Collateral Agents in their Permitted Discretion.

          The Joint Collateral Agents may, in their Permitted Discretion, reduce the advance rates set forth above (and subsequently increase the advance rates up to the levels set forth above) including, for reasons relating to potential rights of vendors with respect to in transit Inventory, adjust Reserves or reduce one or more of the other elements used in computing the U.S. Borrowing Base (and subsequently increase such elements up to the levels set forth above). Any changes after the Effective Date in how the Borrowers value their Inventory in accordance with their historical practices prior to the Effective Date shall be subject to the approval of the Joint Collateral Agents.

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          Notwithstanding the foregoing, the Eligible GRI Accounts and Eligible GRI Licensee Receivables shall not constitute a part of the U.S. Borrowing Base unless the Joint Collateral Agents, in the exercise of their Permitted Discretion, have approved of the same.

          “U.S. Commitment” means, with respect to each U.S. Lender, the commitment, if any, of such U.S. Lender to make U.S. Revolving Loans and to acquire participations in U.S. Letters of Credit and U.S. Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such U.S. Lender’s U.S. Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such U.S. Lender pursuant to Section 9.04. The initial amount of each U.S. Lender’s U.S. Commitment is set forth on the Revolving Commitment Schedule, or in the Assignment and Assumption pursuant to which such U.S. Lender shall have assumed its U.S. Commitment, as applicable. The U.S. Commitment is a sub-facility of the Revolving Commitment and is not in addition to the Revolving Commitment.

          “U.S. LC Exposure” means, at any time, the sum of the Dollar Amount of the Commercial LC Exposure and the Standby LC Exposure of the U.S. Borrowers. The U.S. LC Exposure of any U.S. Lender at any time shall be its Applicable Percentage of its total U.S. LC Exposure at such time.

          “U.S. Lender Parties” means, individually and collectively as the context may require, the Administrative Agent, the U.S. Lenders, the Issuing Banks issuing U.S. Letters of Credit and the other Agents.

          “U.S. Lenders” means the Persons listed on the Revolving Commitment Schedule as having a U.S. Commitment and any other Person that shall acquire a U.S. Commitment pursuant to an Assignment and Assumption, other than any such Person that ceases to be such a Person hereto pursuant to an Assignment and Assumption.

          “U.S. Letter of Credit” means any Letter of Credit or similar instrument (including a bank guarantee) acceptable to the applicable Issuing Bank issued for the purpose of providing credit support for the U.S. Borrowers.

          “U.S. Loan Guarantor” means each Loan Party (other than the Canadian Loan Parties) and any other Person that becomes a U.S. Loan Guarantor pursuant to Section 5.14(a).

          “U.S. Loan Parties” means the U.S. Borrowers, the U.S. Borrowers’ Domestic Subsidiaries and the First-Tier Foreign DREs (other than those Persons in which Investments are made pursuant to Sections 6.04(c)(ii) and (iii)) and any other Person who becomes a party to this Agreement in its capacity as a U.S. Loan Party pursuant to a Joinder Agreement and their successors and assigns; provided that neither Rachel Roy IP Company LLC nor GRI shall be a U.S. Loan Party unless 100% of the Equity Interests of each of them is owned by a U.S. Loan Party.

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          “U.S. Loans” means, individually and collectively as the context may require, the U.S. Revolving Loans, the U.S. Swingline Loans and the U.S. Protective Advances.

          “U.S. Obligations” means, with respect to the U.S. Loan Parties, all unpaid principal of and accrued and unpaid interest on the U.S. Loans, all U.S. LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the U.S. Loan Parties to the Lenders or to any Lender, the Administrative Agent, any Issuing Bank with respect to a U.S. Letter of Credit or any indemnified party arising under the Loan Documents.

          “U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

          “U.S. Protective Advance” has the meaning assigned to such term in Section 2.04(a).

          “U.S. Revolving Exposure” means, with respect to any U.S. Lender at any time, the sum of (a) the outstanding principal amount of Revolving Loans of such U.S. Lender at such time, plus (b) an amount equal to the Applicable Percentage of the aggregate principal amount of the U.S. Swingline Loans of such U.S. Lender at such time, plus (c) an amount equal to the Applicable Percentage of the U.S. LC Exposure of such U.S. Lender at such time.

          “U.S. Revolving Loan” means a Revolving Loan made to the U.S. Borrowers.

          “U.S. Secured Obligations” means all U.S. Obligations, together with all (a) Banking Services Obligations of the U.S. Loan Parties; (b) Swap Obligations of the U.S. Loan Parties owing to one or more U.S. Lenders or their respective Affiliates; provided that (i) at or prior to the time that any transaction relating to such Swap Obligation is executed, the U.S. Lender or Affiliate of a U.S. Lender party thereto (other than Chase) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a U.S. Secured Obligation entitled to the benefits of the Collateral Documents in favor of the U.S. Lender Parties; and (c) the Open Account Obligations of Open Account Obligors that are U.S. Loan Parties.

          “U.S. Security Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, between the Loan Parties (other than Jones Canada GP and Jones Canada LP) and the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Parties, as the case may be, and any other pledge or security agreement entered into, after the Effective Date by any other U.S. Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the same may be amended, restated or otherwise modified from time to time.

          “U.S. Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of U.S. Swingline Loans hereunder.

          “U.S. Swingline Loan” has the meaning assigned to such term in Section 2.05(a).

          “Vendor Rebates” means the credits earned from vendors for volume purchases that reduce net inventory costs for the Borrowers.

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          “Victoria” means Victoria + Co Ltd., a Rhode Island corporation.

          “Weekly Reporting Period” means any period during (a) which any Default under paragraph (a) of Article VII or any Event of Default has occurred and is continuing, (b) that constitutes a Level 2 Minimum Availability Period or (c) that constitutes a Maximum Utilization Period.

          “Wholesale Inventory” means Inventory to be sold by the Borrowers through the Borrowers’ wholesale distribution channels.

          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          “Withholding Agent” means any Loan Party and the Administrative Agent.

     SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).

     SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Administrative Agent pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived by the Administrative Agent.

          For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall be deemed to include “movable property”, (b) “real property” shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”, (e) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (h) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (j) an “agent” shall be deemed to include a “mandatary”.

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     SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

     SECTION 1.05. Currency Translations. Without limiting the other terms of this Agreement the calculations and determinations under this Agreement of any amount in any currency other than dollars shall be deemed to refer to dollars or the Dollar Amount (as determined by the Administrative Agent) or the Equivalent Amount (as determined by the Canadian Administrative Agent), as the case may be, and all certificates delivered under this Agreement, shall express such calculations or determinations in dollars or the Dollar Amount or the Equivalent Amount thereof, as the case may be.

ARTICLE II

The Credits

     SECTION 2.01. Revolving Commitments. Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans from time to time during the Availability Period to the U.S. Borrowers, and (b) each Canadian Lender agrees to make Canadian Revolving Loans (including by way of BA Drawings in accordance with Section 2.21) from time to time during the Availability Period to the Canadian Borrower, if, in each case after giving effect thereto:

     (i) the U.S. Revolving Exposure or Canadian Revolving Exposure of any Lender would not exceed such Lender’s U.S. Commitment or Canadian Commitment, as the case may be;

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     (ii) the total U.S. Revolving Exposure of all the U.S. Lenders would not exceed (A) the lesser of (x) the total U.S. Commitments or (y) the U.S. Borrowing Base minus (B) the Canadian U.S. Borrowing Base Utilization;

     (iii) the total Canadian Revolving Exposure of all the Canadian Lenders would not exceed the lesser of (A) the Canadian Sublimit or (B) (x) the Canadian Borrowing Base plus (y) the U.S. Availability; and

     (iv) the sum of (A) (x) the total Revolving Exposures of all the Lenders and (y) the Open Account Aggregate Cap would not exceed the lesser of (B)(x) the total Revolving Commitments or (y) the Aggregate Borrowing Base;

subject to the Administrative Agent’s or Canadian Administrative Agent’s authority, as applicable, in their sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow its Revolving Loans.

     SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Revolving Commitments. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.04 and 2.05.

          (b) Subject to Section 2.14 and Section 2.21, (i) each Borrowing of U.S. Revolving Loans shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.08; (ii) each Borrowing of Canadian Revolving Loans denominated in Canadian Dollars shall be comprised entirely of Canadian Prime Rate Loans or, pursuant to Section 2.21, BA Drawings as the Borrower Representative may request in accordance herewith; and (iii) each Borrowing of Canadian Revolving Loans denominated in dollars shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith. Each U.S. Swingline Loan and Canadian Swingline Loan denominated in dollars shall be an ABR Loan, and each Canadian Swingline Loan denominated in Canadian Dollars shall be a Canadian Prime Rate Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. ABR Borrowings and Canadian Prime Rate Borrowings may be in any amount. Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of six Eurodollar Borrowings outstanding.

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          (d) At the commencement of each Contract Period for any BA Drawing of Canadian Revolving Loans, such Borrowing shall be in an aggregate face amount that is an integral multiple of Cdn.$1,000,000 and not less than Cdn.$5,000,000; provided that there shall not at any time be more than a total of five BA Drawings outstanding.

          (e) Notwithstanding any other provision of this Agreement, neither the Borrower Representative nor any Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period or Contract Period requested with respect thereto would end after the Maturity Date.

     SECTION 2.03. Requests for Revolving Borrowings. To request a Borrowing, the Borrower Representative shall notify the applicable Administrative Agent of such request either in writing (delivered by hand or facsimile) substantially in the form attached hereto as Exhibit G and signed by the Borrower Representative or by telephone (a) with respect to U.S. Loans (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Chicago time, three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 2:00 p.m., Chicago time, on the date of the proposed Borrowing, and (b) with respect to Canadian Loans, (i) in the case of a Eurodollar Borrowing, not later than 12:00 noon, Toronto time three Business Days before the date of the proposed Borrowing, (ii) in the case of a BA Drawing, not later than 3:00 p.m., Toronto time, three Business Days before the date of the proposed Borrowing, and (iii) in the case of a Canadian Prime Rate Borrowing or an ABR Borrowing, not later than 1:00 p.m., Toronto time, one Business Day before the date of the proposed Borrowing, provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement (in the case of any U.S. Letter of Credit) as contemplated by Section 2.06(e), may be given not later than 2:00 p.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent or the Canadian Administrative Agent, as applicable, of a written Borrowing Request in a form approved by the Administrative Agent or the Canadian Administrative Agent, as applicable, and signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:

          (i) the name of the applicable Borrower;

          (ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;

          (iii) the date of such Borrowing, which shall be a Business Day;

          (iv) whether such Borrowing is to be an ABR Borrowing, a Canadian Prime Rate Borrowing, a BA Drawing or a Eurodollar Borrowing;

          (v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

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          (vi) in the case of a BA Drawing, the initial Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period”.

If no election as to the Type of Borrowing of Revolving Loans is specified, then (A) a Borrowing of U.S. Revolving Loans or Canadian Revolving Loans requested in dollars shall be an ABR Borrowing, and (B) a Borrowing of Canadian Revolving Loans requested in Canadian Dollars shall be a Canadian Prime Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing of Revolving Loans, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

     SECTION 2.04. Protective Advances. (a) Subject to the limitations set forth below, the Administrative Agent or the Canadian Administrative Agent, as applicable, is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s or the Canadian Administrative Agent’s, as the case may be, sole discretion (but, in either such case, neither of them shall have absolutely any obligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrowers on behalf of the U.S. Lenders (each such Loan, a “U.S. Protective Advance”), or (ii) in the case of the Canadian Administrative Agent, Loans to the Canadian Borrower in Canadian Dollars or dollars on behalf of the Canadian Lenders (each such Loan, a “Canadian Protective Advance”), which the Administrative Agent or Canadian Administrative Agent, as applicable, in its Permitted Discretion, deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (C) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents; provided, that the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,000; provided further, that (1) the aggregate amount of outstanding Protective Advances in favor of the U.S. Borrowers plus the aggregate U.S. Revolving Exposure shall not exceed the U.S. Commitment, (2) the aggregate amount of outstanding Protective Advances in favor of the Canadian Borrower plus the aggregate Canadian Revolving Exposure shall not exceed the Canadian Commitment and (3) the aggregate amount of all outstanding Protective Advances plus the sum of the aggregate Revolving Exposures of all the Lenders and the Open Account Aggregate Cap shall not exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) and (ii) the Canadian Protective Advance shall be secured by the Liens in favor of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the Collateral of the U.S. Loan Parties (in the case of the U.S. Protective Advances) or the Collateral (in the case of the Canadian Protective Advances) and shall constitute U.S. Obligations (in the case of U.S. Protective Advances) and Canadian Obligations (in the case of Canadian Protective Advances). All U.S. Protective Advances and Canadian Protective Advances denominated in dollars shall be ABR Borrowings, and all Canadian Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. The Administrative Agent’s or Canadian Administrative Agent’s, as the case may be, authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s or the Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent, Canadian or Administrative Agent, as applicable, may request the Revolving Lenders to make a Revolving Loan, in the currency in which the applicable Protective Advance was denominated, to repay a Protective Advance. At any other time the Administrative Agent or Canadian Administrative Agent (as applicable) may require the Lenders to fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.04(b).

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          (b) Upon the making of a Protective Advance (whether before or after the occurrence of a Default) by the Administrative Agent or the Canadian Administrative Agent, as applicable, each U.S. Lender or Canadian Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent or the Canadian Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such U.S. Protective Advance or Canadian Protective Advance, as applicable, in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent or the Canadian Administrative Agent, as applicable, in respect of such Protective Advance.

     SECTION 2.05. Swingline Loans. (a) The Administrative Agent, the U.S. Swingline Lender and the U.S. Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the U.S. Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the U.S. Lenders and in the amount requested, same day funds to the U.S. Borrowers, on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the U.S. Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “U.S. Swingline Loan”), with settlement among them as to the U.S. Swingline Loans to take place on a periodic basis as set forth in Section 2.05(d). Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the U.S. Lenders, except that all payments thereon shall be payable to the U.S. Swingline Lender solely for its own account. The aggregate amount of U.S. Swingline Loans outstanding at any time shall not exceed $60,000,000. The U.S. Swingline Lender shall not make any U.S. Swingline Loan if the requested U.S. Swingline Loan exceeds U.S. Availability (before giving effect to such U.S. Swingline Loan). All U.S. Swingline Loans shall be ABR Borrowings.

          (b) The Canadian Administrative Agent, the Canadian Swingline Lender and the Canadian Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Canadian Swingline Lender may elect to have the terms of this Section 2.05(b) apply to such Borrowing Request by advancing, on behalf of the Canadian Lenders and in the amount requested, same day funds to the Canadian Borrower, on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Canadian Swingline Lender pursuant to this Section 2.05(b) is referred to in this Agreement as a “Canadian Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(d). Each Canadian Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Canadian Lenders, except that all payments thereon shall be payable to the Canadian Swingline Lender solely for its own account. The aggregate amount of Canadian Swingline Loans outstanding at any time shall not exceed $2,500,000 (or the Equivalent Amount thereof). The Canadian Swingline Lender shall not make any Canadian Swingline Loan if the requested Canadian Swingline Loan exceeds Canadian Availability (before giving effect to such Canadian Swingline Loan). All Canadian Swingline Loans shall be Canadian Prime Rate Borrowings.

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          (c) Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each U.S. Lender or Canadian Lender, as applicable, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the applicable Swingline Lender, the Administrative Agent or the Canadian Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in the applicable Swingline Loan in proportion to its Applicable Percentage of the Revolving Commitments. The applicable Swingline Lender may, at any time, require the applicable Lenders to fund, in the currency in which the applicable Swingline Loan was denominated, their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by such Administrative Agent in respect of such Loan.

          (d) Each of the Administrative Agent and the Canadian Administrative Agent, on behalf of the U.S. Swingline Lender or the Canadian Swingline Lender, as applicable, shall request settlement (a “Settlement”) with the U.S. Lenders or Canadian Lenders, as applicable, on at least a weekly basis or on any more frequent date that the Administrative Agent or the Canadian Administrative Agent, as the case may be, elects, by notifying the applicable Lenders of such requested Settlement by facsimile, telephone or e-mail no later than 12:00 noon Chicago time (i) on the date of such requested Settlement (the “Settlement Date”), with regard to U.S. Swingline Loans, and (ii) two Business Days prior to the Settlement Date, with regard to Canadian Swingline Loans (or on the date of such requested Settlement, if a Default or an Event of Default has occurred and is continuing). Each U.S. Lender or Canadian Lender, as applicable (other than the Swingline Lenders, in the case of the Swingline Loans) shall transfer, in the currency in which the applicable Loan was denominated, the amount of such Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent or the Canadian Administrative Agent, as applicable, to an account of the Administrative Agent or Canadian Administrative Agent, as applicable, as it may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent or the Canadian Administrative Agent, as applicable, shall be applied against the amounts of the applicable Swingline Lender’s Swingline Loans and, together with such Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such applicable Lenders (and shall no longer constitute Swingline Loans). If any such amount referred to in this paragraph (d) is not transferred to the applicable Agent by any applicable Lender on such Settlement Date, the applicable Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.07.

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     SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit denominated in dollars, an Alternative Currency (in the case of Commercial Letters of Credit that are U.S. Letters of Credit) and Canadian Dollars (in the case of Canadian Letters of Credit) for its own account or for the account of another Borrower, in a form reasonably acceptable to the Administrative Agent or the Canadian Administrative Agent, as applicable, and the applicable Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (in the case of U.S. Letters of Credit) and the Canadian Administrative Agent (in the case of Canadian Letters of Credit) with a copy to the Administrative Agent, in each case prior to 9:00 a.m., Chicago time at least three Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit will be denominated (which may be in dollars or Canadian Dollars (in the case of Canadian Letters of Credit), or, in the case of a Commercial Letter of Credit that is issued pursuant to the U.S. Commitment, an Alternative Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $450,000,000, (ii) the Standby LC Exposure shall not exceed $50,000,000, (iii) the Commercial LC Exposure shall not exceed $400,000,000, (iv) the LC Exposure on account of Commercial Letters of Credit denominated in an Alternative Currency that are issued pursuant to the U.S. Commitment shall not exceed $100,000,000, (v) the Canadian LC Exposure shall not exceed $5,000,000, (vi) the total U.S. Revolving Exposure of all the U.S. Lenders would not exceed the lesser of (A) (x) the total U.S. Commitments or (y) the U.S. Borrowing Base minus (B) the Canadian U.S. Borrowing Base Utilization, (vii) the total Canadian Revolving Exposure of all the Canadian Lenders would not exceed the lesser of (A) the Canadian Sublimit or (B) (x) the Canadian Borrowing Base plus (y) the U.S. Availability and (viii) the sum of (A) (x) the total Revolving Exposures of all the Lenders and (y) Open Account Aggregate Cap shall not exceed the lesser of (B) (i) the total Revolving Commitments and (ii) the Aggregate Borrowing Base then in effect.

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          (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date (it being understood that any Letter of Credit that provides for time drafts to be submitted thereunder shall have an expiry date which is in advance of such five Business Days prior to the Maturity Date by the number of days contemplated for such time drafts).

          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each U.S. Lender, with respect to a U.S. Letter of Credit, and each Canadian Lender, with respect to a Canadian Letter of Credit, and each U.S. Lender and Canadian Lender, as applicable, hereby acquires from the applicable Issuing Bank, a participation in each such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate Dollar Amount (in the case of each U.S. Letter of Credit) or Equivalent Amount (in the case of each Canadian Letter of Credit) available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, (i) with respect to each U.S. Letter of Credit, each U.S. Lender hereby absolutely and unconditionally agrees to pay in dollars to the Administrative Agent, and (ii) with respect to any Canadian Letters of Credit, each Canadian Lender hereby absolutely and unconditionally promises to pay, in the same currency in which such Canadian Letter of Credit is issued, the Canadian Administrative Agent, in each case for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement, made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to such Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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          (e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to (i) the Administrative Agent (in the case of any U.S. Letter of Credit) in dollars and (ii) the Canadian Administrative Agent (in the case of any Canadian Letters of Credit) in the same currency as the applicable LC Disbursement an amount equal to such LC Disbursement not later than 2:00 p.m., Chicago time, on the Business Day that the Borrower Representative receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m., Chicago time, on such Business Day (or, if the Borrower Representative receives notice of such LC Disbursement after 9:00 a.m., Chicago time, on any Business Day, by 2:00 p.m., Chicago time, on the next following Business Day); provided, that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Borrowing (in the case of U.S. Letters of Credit), a Canadian Prime Rate Borrowing (in the case of Canadian Letters of Credit) or a Swingline Loan in an equivalent amount and, to the extent so financed (in the event that such LC Disbursement was made in an Alternative Currency, such Borrowing Request shall be for an amount equal to the Dollar Amount of the amount of such LC Disbursement, and in the event such LC Disbursement was made with respect to a Canadian Letter of Credit, such Borrowing Request shall be in the same currency as such LC Disbursement), the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing or Swingline Loan (or the applicable portion thereof). If the Borrowers fail to make such payment when due, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall notify each U.S. Lender or Canadian Lender of the applicable LC Disbursement, the payment then due from the applicable Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each applicable Lender shall pay to (x) the Administrative Agent dollars (in the case of the U.S. Letter of Credit) or (y) the Canadian Administrative Agent (in the case of Canadian Letters of Credit) in the same currency as the applicable LC Disbursement, an amount equal to its Applicable Percentage of the payment then due from the applicable Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and Administrative Agent and the Canadian Administrative Agent, as the case may be, shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent or the Canadian Administrative Agent, as the case may be, of any payment from the Borrowers pursuant to this paragraph, each of them shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then each of them shall distribute such payment to such Revolving Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Loans (in the case of U.S. Letters of Credit), a Canadian Prime Rate Loan (in the case of Canadian Letters of Credit) or a Swingline Loan as contemplated above) shall not constitute a Loan (but shall be Secured Obligations) and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

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          (f) Exchange Indemnification and Increased Costs. The Borrowers shall, upon demand from any Issuing Bank or any Revolving Lender, pay to such Issuing Bank or such Revolving Lender, the amount of (i) any loss or cost or increased cost incurred by such Issuing Bank or such Revolving Lender, (ii) any reduction in any amount payable to or in the effective return on the capital to such Issuing Bank or such Revolving Lender, (iii) any currency exchange loss, in each case with respect to clauses (i), (ii) and (iii), that such Issuing Bank or such Revolving Lender sustains as a result of the Borrowers’ repayment in dollars of any Commercial Letter of Credit that is a U.S. Letter of Credit that was denominated in an Alternative Currency or (iv) any interest or any other return, including principal, foregone by such Issuing Bank as a result of the introduction of, change over to or operation of the Euro in any member state participating in the Euro. A certificate of the applicable Issuing Bank setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Issuing Bank shall be conclusively presumed to be correct save for manifest error.

          (g) Obligations Absolute. The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent nor the Canadian Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are caused by the applicable Issuing Bank’s failure to exercise the standard of care hereunder to be applicable when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised such standard of care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

          (h) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent or the Canadian Administrative Agent, as applicable, and the applicable Borrower by telephone (confirmed by facsimile) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the applicable Issuing Bank and the applicable Revolving Lenders with respect to any such LC Disbursement.

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          (i) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, (i) (x) in the case of LC Disbursements made in dollars, at the rate per annum then applicable to ABR Loans, and (y) in the case of an LC Disbursement made in Canadian Dollars, at the rate per annum then applicable to Canadian Prime Rate Loans, and (ii) in the case of LC Disbursements made in respect of any Commercial Letters of Credit that are U.S. Letters of Credit in an Alternative Currency, at the overnight London interbank offered rate for the relevant Alternative Currency determined by the Administrative Agent in good faith plus the rate per annum then applicable to Eurodollar Borrowings; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(e) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.

          (j) Replacement of the Issuing Banks. Any Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the Issuing Bank to be replaced and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

          (k) Cash Collateralization. Subject to Section 2.18(b), if any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Administrative Agent, the Canadian Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph or if any of the other provisions hereof require cash collateralization (or, on the Business Day on or immediately following the maturity of the Loans if the Loans have been accelerated, without any further notice), (i) the U.S. Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lender Parties (the “LC Collateral Account”), the Dollar Amount in cash equal to 103% of the U.S. LC Exposure as of such date plus accrued and unpaid interest thereon and (ii) the Canadian Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Canadian Lender Parties (the “Canadian LC Collateral Account”), the Equivalent Amount in cash equal to 103% of the Canadian LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in paragraph (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations, in the case of deposits in the LC Collateral Account, and the Canadian Secured Obligations, in the case of deposits in the Canadian LC Collateral Account. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts; and (x) the U.S. Borrowers hereby grant the Administrative Agent (for the benefit of the Lender Parties) a security interest in the LC Collateral Account and (y) the Canadian Borrower hereby grants the Administrative Agent (for the benefit of the Canadian Lender Parties) a security interest in the Canadian LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be in the form of Permitted Investments made at the option and sole discretion of the Administrative Agent (in accordance with its usual and customary practices for investments of this type), and at the Borrowers’ risk and reasonable expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the U.S. Borrowers or the Canadian Borrower, as applicable, for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Required Lenders), be applied, in the case of moneys in the LC Collateral Account, to satisfy other Secured Obligations or, in the case of moneys in the Canadian LC Collateral Account, to satisfy other Canadian Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all such Events of Default have been cured or waived.

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          (l) Existing Letters of Credit. On the Effective Date, each Existing Letter of Credit shall, automatically and without further action, be deemed to be a Letter of Credit that has been issued hereunder as of the Effective Date for all purposes hereunder and under the other Loan Documents. Without limiting the foregoing (i) each such Existing Letter of Credit shall be included in the calculation of LC Exposure, (ii) all liabilities of the Borrowers and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such Existing Letters of Credit as provided in this Section 2.06. Any Existing Letter of Credit that is renewed or extended shall be issued by an Issuing Bank referred to in clause (a) of the definition thereof.

          (m) LC Exposure Reporting. Each Issuing Bank shall, not later than 10:00 a.m., New York time, on each Business Day, notify the Administrative Agent in reasonable detail as to the amount of the LC Exposure with respect to the Letters of Credit issued by such Issuing Bank.

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     SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Chicago time, to the account of the Administrative Agent or the Canadian Administrative Agent, as applicable; provided, that Swingline Loans shall be made as provided in Section 2.05. Each of the Administrative Agent and the Canadian Administrative Agent, as applicable, will make such Loans available to the Borrower Representative by promptly crediting the amounts so received, in like funds, to the Funding Account(s); provided that ABR Loans made to finance (i) the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent or the Canadian Administrative Agent, as applicable, to the applicable Issuing Bank and (ii) a Protective Advance shall be retained by the Administrative Agent or the Canadian Administrative Agent, as applicable, and disbursed in its discretion. U.S. Loans and participations in U.S. Swingline Loans and U.S. Letters of Credit will be funded by each U.S. Lender pro rata in accordance with its Applicable Percentage of the U.S. Commitments. Canadian Loans and participations in Canadian Swingline Loans and Canadian Letters of Credit will be funded by each Canadian Lender pro rata in accordance with its Applicable Percentage of the Canadian Commitments.

          (b) Unless the Administrative Agent or the Canadian Administrative Agent, as applicable, shall have received notice from a Lender prior to the proposed date of any Borrowing (or, in the case of any ABR Borrowing or Canadian Prime Rate Borrowing, prior to the time of such proposed Borrowing) that such Lender will not make available to the Administrative Agent or the Canadian Administrative Agent, as applicable, such Lender’s share of such Borrowing, the Administrative Agent or the Canadian Administrative Agent, as applicable, may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent or the Canadian Administrative Agent, as applicable, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent or the Canadian Administrative Agent, as applicable, forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent or the Canadian Administrative Agent, as applicable, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation, or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans (in the case of dollar denominated amounts), Canadian Prime Rate Loans (in the case of Canadian Dollar denominated amounts). If such Lender pays such amount to the Administrative Agent or the Canadian Administrative Agent, as applicable, then such amount shall constitute such Lender’s Loan included in such Borrowing.

     SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, (i) in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request and (ii) in the case of BA Drawings, shall have an initial Contract Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a Borrowing of a different Type, to convert BA Drawings to Canadian Prime Rate Loans, to convert Canadian Prime Rate Loans (other than Swingline Loans) into BA Drawings or to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably (in accordance with the principal amount of the U.S. Loans or Canadian Loans, as the case may be) among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings or Protective Advances, which may not be converted or continued.

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          (b) To make an election pursuant to this Section, the Borrower Representative shall notify the (i) Administrative Agent, with respect to each U.S. Revolving Loan, and (ii) the Canadian Administrative Agent (with a copy to the Administrative Agent) with respect to any Canadian Revolving Loan, of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election, subject to paragraph (f) below in the case of BA Drawings. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent or the Canadian Administrative Agent, (with a copy to the Administrative Agent) as applicable, of a written Interest Election Request in a form approved by the Administrative Agent or the Canadian Administrative Agent, as applicable, and signed by the Borrower Representative.

          (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

     (i) the Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

     (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

     (iii) whether the resulting Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or Canadian Prime Rate Borrowing; and

     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.

          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

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          (e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to (i) an ABR Borrowing, in the case of a Eurodollar Borrowing of either U.S. Revolving Loans or Canadian Revolving Loans denominated in dollars, and (ii) a Canadian Prime Rate Borrowing, in the case of any BA Drawing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) no outstanding Canadian Prime Rate Loans may be converted to BA Drawings, and (iii) unless repaid, (A) each Eurodollar Borrowing of U.S. Revolving Loans or of Canadian Revolving Loans denominated in dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (B) each BA Drawing shall be converted to, or repaid with the proceeds of, a Canadian Prime Rate Borrowing at the end of the Contract Period applicable thereto.

          (f) At or before 12:00 noon (Toronto time) three Business Days before the last day of the Contract Period of any BA Drawing, the Borrower Representative shall give to the Canadian Administrative Agent its written Interest Election Request in respect of such BA Drawing which shall specify either that the Canadian Borrower intends to repay the maturing B/As on such date or to continue to issue B/As on such date to provide for the payment of the maturing B/As. If the Borrower Representative fails to deliver such timely notice with respect to a BA Drawing prior to the end of the Contract Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Contract Period such Borrowing shall be converted to Canadian Prime Rate Loans. Upon the conversion to or continuation of any Borrowing or portion thereof as a BA Drawing, the Discount Proceeds that would otherwise be payable to the Canadian Borrower by each Canadian Lender pursuant to Section 2.21(d) in respect of such new BA Drawing shall be applied against the principal amount of such Borrowing (in the case of a conversion) or the reimbursement obligation owed to such Lender in respect of such maturing B/As (in the case of a continuation) (collectively, the “maturing amounts”) and the Canadian Borrower shall pay to such Canadian Lender an amount equal to the excess of the maturing amounts over such Discount Proceeds

     SECTION 2.09. Termination and Reduction of Revolving Commitments; Increase in Revolving Commitments. (a) Unless previously terminated, all Revolving Commitments shall terminate on the Maturity Date.

          (b) The Borrowers may at any time terminate the Revolving Commitments upon (i) the payment in full in cash of all outstanding U.S. Loans, in the case of the U.S. Commitment, and Canadian Loans, in the case of the Canadian Commitment, together with accrued and unpaid interest thereon and on any U.S. Letters of Credit, in the case of the U.S. Commitment, and Canadian Letters of Credit, in the case of the Canadian Commitment, as applicable, (ii) the cancellation and return of all outstanding U.S. Letters of Credit, in the case of the U.S. Commitment, and Canadian Letters of Credit, in the case of the Canadian Commitment, (or alternatively, (A) with respect to each such U.S. Letter of Credit, the deposit in the LC Collateral Account of cash equal to 103% of the U.S. LC Exposure or with respect to each such Canadian Letter of Credit, the deposit in the Canadian LC Collateral Account of cash equal to 103% Canadian LC Exposure, as applicable, as of such date in accordance with Section 2.06(k), (B) with the consent of the Administrative Agent and the Canadian Administrative Agent, as applicable, and each applicable Issuing Bank, a back-up standby letter of credit equal to 103% of the U.S. LC Exposure or Canadian LC Exposure, as applicable, as of such date or (C) the inclusion of such Letters of Credit in a credit facility that refinances the Obligations outstanding under this Agreement), (iii) the payment in full in cash of the accrued and unpaid fees, and (iv) the payment in full in cash of all reimbursable expenses and other U.S. Obligations or Canadian Obligations, as applicable, together with accrued and unpaid interest thereon.

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          (c) The Borrowers may from time to time reduce the U.S. Commitment and the Canadian Sublimit; provided that (i) each reduction shall be in an amount that is an integral multiple of $5,000,000 (or, if less, the aggregate remaining U.S. Commitment or Canadian Sublimit), (ii) the Borrower Representative shall allocate each such reduction, in whole or in part, to the U.S. Commitment or the Canadian Sublimit, (iii) each reduction in the U.S. Commitment to an amount less than the then effective Canadian Sublimit shall result in a dollar-for-dollar reduction in the Canadian Sublimit and (iv) the Borrowers shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, (A) the sum of (1) the total Revolving Exposures of all the Lenders, plus the Open Account Aggregate Cap would exceed the lesser of (B) (1) the total Revolving Commitments and (2) the Aggregate Borrowing Base.

          (d) The Borrower Representative shall notify (i) the Administrative Agent of any election to terminate or reduce the U.S. Commitments and (ii) the Canadian Administrative Agent (with a copy to the Administrative Agent) of any election to terminate or reduce the Canadian Commitments, in each case under paragraph (b) or (c) of this Section at least five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall advise the U.S. Lenders or the Canadian Lenders, as applicable, of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

          (e) The Borrowers shall have the right to increase the Revolving Commitment by obtaining additional U.S. Commitments, either from one or more of the Lenders or another lending institution; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of five such requests, (iii) the Administrative Agent has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (v) any such additional Revolving Commitments shall be on the same terms as the other Revolving Commitments and (vi) the procedure described in Section 2.09(f) have been satisfied.

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          (f) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and the Lender(s) being added or increasing their U.S. Commitment, subject only to the approval of all Lenders if any such increase would cause the Revolving Commitment to exceed $700,000,000. As a condition precedent to such an increase, (1) the Borrower Representative shall deliver to the Administrative Agent a certificate of each Loan Party (in sufficient copies for each Lender) signed by an authorized officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (B) no Default exists; and (2) the Indenture shall have been amended in accordance with the terms thereof to provide that the incremental Indebtedness incurred pursuant to this Section 2.09 (in addition to all the other Indebtedness outstanding pursuant to this Agreement) is excepted from the requirements of Section 4.04 of the Indenture.

          (g) Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Revolving Commitment Schedule to reflect such increase and shall distribute such revised Revolving Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Revolving Commitment Schedule shall replace the old Revolving Commitment Schedule and become part of this Agreement. On the Business Day following any such increase, all outstanding ABR Loans shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respective revised Applicable Percentages. Eurodollar Loans shall not be reallocated among the Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such increase; provided that if an Event of Default occurs after the date of any such increase but prior to the reallocation of the Eurodollar Loans such Loans shall, subject to Section 2.16, be reallocated among the Lenders pro rata in accordance with their Revolving Commitments.

     SECTION 2.10. Repayment and Amortization of Loans and B/As; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of each U.S. Lender and Canadian Lender, as the case may be, the then unpaid principal amount of each Revolving Loan on the Maturity Date, (ii) to the Canadian Administrative Agent for the account of each applicable Canadian Lender, the then unpaid principal amount of any BA Drawing in accordance with Section 2.21 and (iii) the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent (with respect to the U.S. Protective Advances) or the Canadian Administrative Agent (with respect to the Canadian Protective Advances).

          (b) On each Business Day during a Dominion Period, (i) the Administrative Agent shall apply all funds credited to the Collection Deposit Account as of the previous Business Day (whether or not immediately available) first to prepay any Protective Advances that may be outstanding, second to prepay the Swingline Loans, and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and to deposit in the LC Collateral Account and the Canadian LC Collateral Account, as the case may be, cash in an amount equal to 103% of the U.S. LC Exposure and the Canadian LC Exposure at such time and (ii) the Canadian Administrative Agent shall apply all funds credited to the Canadian Collection Deposit Account as of the previous Business Day (whether or not immediately available) first to prepay any Canadian Protective Advances that may be outstanding, second to prepay the Canadian Swingline Loans, and third, pro rata, to prepay the Canadian Revolving Loans (without a corresponding reduction in the Canadian Commitments) and to deposit in the Canadian LC Collateral Account cash in an amount equal to 103% of the Canadian LC Exposure at such time. All amounts applied pursuant to clause (i) above shall be applied pro rata as among the U.S. Lenders and all amounts applied pursuant to clause (ii) above shall be applied pro rata as among the Canadian Lenders.

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          (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

          (d) The Administrative Agent and the Canadian Administrative Agent, as the case may be, shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent or the Canadian Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

          (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent or the Canadian Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

          (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

     SECTION 2.11. Prepayment of Loans and B/As. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (f) of this Section, except that the Borrowers shall not prepay any BA Drawings except on the last day of the Contract Period applicable thereto (subject to any mandatory prepayment requirements hereunder).

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          (b) In the event and on such occasion that (i) the sum of (A) the total Revolving Exposure of all the Lenders and (B) the Open Account Aggregate Cap exceeds the lesser of (x) the total Revolving Commitments or (y) the Aggregate Borrowing Base, (ii) the total U.S. Revolving Exposure of all the U.S. Lenders exceeds (A) the lesser of (x) the total U.S. Commitments or (y) the U.S. Borrowing Base minus (B) the Canadian U.S. Borrowing Base Utilization or (iii) the total Canadian Revolving Exposure of all the Canadian Lenders exceeds the lesser of (A) the Canadian Sublimit or (B) (x) the Canadian Borrowing Base plus (y) the U.S. Availability, the Borrowers shall promptly prepay (or in the case of the LC Exposure, cash collateralize) the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.

          (c) If the Administrative Agent determines that the outstanding principal Dollar Amount of all outstanding Commercial Letters of Credit issued that are U.S. Letters of Credit denominated in an Alternative Currency exceeds the lesser of (A) $450,000,000 less the sum of the outstanding principal amount of the LC Exposure denominated in dollars and (B) $100,000,000, then not later than one Business Day after notice of the amount of such excess from the Administrative Agent to the Borrower Representative, the U.S. Borrowers shall deposit in the LC Collateral Account cash in an amount equal to such excess (to be held as cash collateral in accordance with Section 2.06(k)).

          (d) During a Dominion Period, in the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section 2.11(f) below in an aggregate amount equal to 100% of such Net Proceeds to the extent that such Obligations are then outstanding; provided that, in the case of any event described in paragraph (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Loan Parties, and certifying that no Default has occurred and is continuing, then if the Net Proceeds specified in such certificate are to be applied by (A) the Borrowers, then such Net Proceeds shall be applied by the Administrative Agent to reduce the outstanding principal balance of the Revolving Loans (without a permanent reduction of the Revolving Commitment) and upon such application, the Administrative Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied and (B) any Loan Party that is not a Borrower, then such Net Proceeds shall be deposited in a cash collateral account and in either case, thereafter, such funds shall be made available to the applicable Loan Party as follows:

     (1) the Borrower Representative shall request a Revolving Loan (specifying that the request is to use Net Proceeds pursuant to this Section) or the applicable Loan Party shall request a release from the cash collateral account be made in the amount needed;

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     (2) so long as the conditions set forth in Section 4.02 have been met, the Revolving Lenders shall make such Revolving Loan or the Administrative Agent shall release funds from the cash collateral account; and

     (3) in the case of Net Proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Loan;

provided that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 180 day period, at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied; provided further that the Borrowers shall not be permitted to make elections to use Net Proceeds to acquire (or replace or rebuild) equipment or other tangible assets (excluding inventory) with respect to Net Proceeds in any fiscal year in an aggregate amount in excess of $50,000,000.

          (e) In the event that the IP Secured Financing is consummated, the Net Proceeds that are received by or on behalf of any Loan Party shall, as provided in the definition of “IP Secured Financing” be applied to prepay the Obligations as set forth in Section 2.11(f) below in an aggregate amount equal to 100% of such Net Proceeds to the extent that such Obligations are then outstanding.

          (f) All such amounts pursuant to Sections 2.11(d) and (e) shall be applied, first to prepay any Protective Advances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitment and, except in the case of amounts due pursuant to paragraph (e) above, to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. Notwithstanding the foregoing, any such application of proceeds from Collateral securing solely the Canadian Obligations shall be made solely in respect of the Canadian Obligations.

          (g) The Borrower Representative shall notify the Administrative Agent and the Canadian Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 10:00 a.m., Chicago time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Rate Borrowing, not later than 10:00 a.m., Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

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     SECTION 2.12. Fees. (a) The U.S. Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at a rate equal to (i), if the average daily unused portion of the Revolving Commitment is greater than 50% of the total Revolving Commitment during the period in respect of which the payment is being made, 1.00%, per annum, and (ii), if the average daily unused portion of the total Revolving Commitment is less than or equal to 50% of the total Revolving Commitment during the period in respect of which the payment is being made, 0.75%, per annum, in each case on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the first day of each calendar month and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (b) The (i) U.S. Borrowers agree to pay to the Administrative Agent for the account of each U.S. Lender a participation fee with respect to its participations in U.S. Letters of Credit and (ii) Canadian Borrower agrees to pay to the Canadian Administrative Agent for the account of each Canadian Lender a participation fee with respect to its participations in Canadian Letters of Credit, which, in each case, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans (or, in the case of Commercial Letters of Credit that do not provide for the presentation of a time draft, 50% of such Applicable Rate) on the average daily amount of such Lender’s applicable LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure. In addition, each Borrower agrees to pay to the applicable Issuing Bank with respect to each Standby Letter of Credit issued for the account of such Borrower a fronting fee, which shall accrue at the rate of 0.1% per annum on the average daily amount of the Standby LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the first day of each January, April, July and October following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees payable pursuant to this paragraph (b) shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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          (c) The U.S. Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent.

          (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent or the Canadian Administrative Agent, as applicable, (or to the applicable Issuing Bank in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

     SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

          (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

          (c) Each Protective Advance shall bear interest at the Alternate Base Rate plus the Applicable Rate for Revolving Loans plus 2%.

          (d) The Loans comprising each Canadian Prime Rate Borrowing shall bear interest at the Canadian Prime Rate plus the Applicable Rate.

          (e) Notwithstanding the foregoing, during the occurrence and continuance of any Event of Default under paragraph (a) of Article VII, the Administrative Agent or the Required Lenders may, at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates), declare that (i) all Loans that are subject to such Event of Default shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amounts outstanding hereunder that are subject to such Event of Default, (x) if such amount is denominated in dollars, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder (or, if no such interest rate is specified, at a rate of interest equal to 2% plus the rate otherwise applicable to ABR Loans) and (y) if such amount is denominated in Canadian Dollars, such amount shall accrue at 2% plus the rate applicable to Canadian Prime Rate Loans as provided in paragraph (d) of this Section.

          (f) Accrued interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan or Canadian Prime Rate Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Accrued interest shall be payable (i) to the Administrative Agent, for the account of each U.S. Lender, ratably with respect to interest on any U.S. Revolving Loan or U.S. Swingline Loan, (ii) to the Administrative Agent, with respect to interest on any U.S. Protective Advance, (iii) to the Canadian Administrative Agent, for the account of each Canadian Lender, ratably with respect to interest on a Canadian Revolving Loan or a Canadian Swingline Loan, and (iv) to the Canadian Administrative Agent, with respect to interest on any Canadian Protective Advance denominated in Canadian Dollars.

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          (g) All interest hereunder shall be computed on the basis of a year of 360 days, except that the Acceptance Fee and the interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Canadian Prime Rate, Discount Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, and such determination shall be conclusive absent manifest error.

          (h) For purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or under any other Loan Document is to be calculated on the basis of a 360-day year or any other period of time less than a calendar year, the yearly rate of interest or fees to which the rate used in such calculation is equivalent, is the rate so used multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time.

     SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) any such request for a continuation of a Eurodollar Borrowing of (A) U.S. Revolving Loans or Canadian Revolving Loans denominated in dollars shall be deemed to be a request to convert such Borrowing to an ABR Borrowing, and (B) Canadian Revolving Loans denominated in Canadian Dollars shall be deemed to be a request to convert such Borrowing to a Canadian Prime Rate Borrowing.

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     SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit or similar requirement (other than any Taxes) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank; or

     (ii) impose on any Lender or Issuing Bank, or the London interbank market, any other condition affecting this Agreement or Eurodollar Loans, Bankers’ Acceptances of BA Equivalent Loans made by such Lender or Letter of Credit (or any participation therein);

and the result of any of the foregoing shall be (A) to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), (B) to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit, (C) to increase the cost to such Lender of participating in or of purchasing or accepting Bankers’ Acceptances or (D) to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

          (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or Letters of Credit held by, such Lender or Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

          (c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

          (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

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     SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate (including the Applicable Rate) that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

     SECTION 2.17. Taxes. (a) Each payment by any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by applicable law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount to be paid by the Loan Parties shall be increased as necessary so that, net of such withholding (including any deduction or withholding applicable to additional amounts payable under this Section), the applicable recipient of such payment receives the amount it would have received had no such deduction or withholding been made.

          (b) The Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

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          (c) The Loan Parties shall jointly and severally indemnify the Administrative Agent, the Canadian Administrative Agent, each Lender and each Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent, the Canadian Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Loan Parties under any Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative by a Lender or an Issuing Bank, or by the Administrative Agent or the Canadian Administrative Agent on its own behalf or on behalf of any Lender Party, shall be conclusive absent manifest error.

          (d) Each Lender and Issuing Bank shall indemnify each Loan Party and the Administrative Agent, within 10 days after written demand therefor, for the full amount of any Taxes described in clause (c) of the definition of “Excluded Taxes” that are imposed on amounts paid to such Lender or Issuing Bank by such Loan Party or the Administrative Agent on or with respect to any payment by or on account of any obligation of any Loan Party under any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the applicable Lender or Issuing Bank by the Loan Party or the Administrative Agent shall be conclusive absent manifest error. The Loan Party or the Administrative Agent, as applicable, shall notify the applicable Lender or Issuing Bank of the incurrence or assertion of such liability within a reasonable time after the incurrence or assertion. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 2.17(d).

          (e) As soon as practicable after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority, such Loan Party or the Borrower Representative shall deliver to the Administrative Agent or the Canadian Administrative Agent, as applicable, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent or the Canadian Administrative Agent, as applicable.

          (f) (i) Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under any Loan Document shall deliver to the Borrower Representative and the Administrative Agent or the Canadian Administrative Agent, as applicable, at the time or times prescribed by applicable law or reasonably requested in writing by the Borrower Representative or the Administrative Agent or the Canadian Administrative Agent, as applicable, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent or the Canadian Administrative Agent, as applicable, as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent or the Canadian Administrative Agent, as applicable, as will enable the Borrower Representative or the Administrative Agent or the Canadian Administrative Agent, as applicable, to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Upon the reasonable request of the Borrower Representative or the Administrative Agent or the Canadian Administrative Agent, as applicable, any Lender shall update any form or certification previously delivered pursuant to this Section. If any such form or certification expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower Representative and the Administrative Agent or the Canadian Administrative Agent, as applicable, in writing of such expiration, obsolescence or inaccuracy; provided that in no event shall a Lender be liable to the Borrower, the Administrative Agent or the Canadian Administrative Agent, as applicable, or any other Person for failing to provide the notification referenced in this sentence.

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          (ii) Without limiting the generality of the foregoing, if any Borrower is a U.S. Person, any Lender with respect to such Borrower shall, if it is legally eligible to do so, deliver to the Borrower Representative and the Administrative Agent (in such number of copies reasonably requested by the Borrower Representative and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A)	in the case of a Lender that is a U.S. Person, IRS Form W-9;
(B)	in the case of a Lender (other than a U.S. Person) claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to all other payments under any Loan Document, IRS Form W-8BEN establishing an exemption from U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(C)	in the case of a Lender (other than a U.S. Person) for whom payments under any Loan Document constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;
(D)	in the case of a Lender (other than a U.S. Person) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a certificate substantially in the form of Exhibit F (a “U.S. Tax Compliance Certificate”) to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code, (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;

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(E)

in the case of a Lender (other than a U.S. Person) that either is not the beneficial owner of payments made under any Loan Document or is a partnership (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; or

(F)

any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. federal withholding Tax together with such supplementary documentation necessary to enable the Borrower Representative or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

     (g) If any recipient of any payment to be made by or on account of any obligation of a Loan Party under any Loan Document determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including additional amounts paid by any Loan Party pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of each such Person and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of any such Person, shall repay to such Person the amount paid to such indemnifying party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event any such Person is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph, in no event will any such Person be required to pay any amount to any Loan Party pursuant to this paragraph if such payment would place any such Person in a less favorable position (on a net after-Tax basis) than any such Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any such Person to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

     SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on the date when due, in immediately available funds, without set off or counterclaim. All payments hereunder shall be made in dollars except that all payments in respect of Loans (and interest thereon) and LC Exposures to be made to the Canadian Lenders or the Canadian Administrative Agent shall be made in the same currency in which such Loan was made or Letter of Credit issued. All such payments shall be made and allocated, in the case of the U.S. Loans, for the account of the U.S. Lenders, and in the case of the Canadian Loans, for the account of its Canadian Lenders, in each case pro rata in accordance with the respective unpaid principal amounts of the U.S. Loans and the U.S. LC Exposure or the Canadian Loans and the Canadian LC Exposure, as the case may be, made to the applicable Borrower held by them. Any amounts received after such time on any date may, in the discretion of the Administrative Agent or the Canadian Administrative Agent, as applicable, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, 22nd Floor, Chicago, Illinois, except (i) with respect to payments of Canadian Loans, LC Disbursements of any Issuing Bank in respect of Canadian Letters of Credit, fronting fees payable to any Issuing Bank in respect of Canadian Letters of Credit, the Canadian Administrative Agent at its offices at 200 Bay Street, Royal Bank Plaza, Floor 18, Toronto M57 2J2 Canada, and (ii) payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. Each of the Administrative Agent and the Canadian Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient, in like funds, promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

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          (b) Any proceeds of Collateral received by the Administrative Agent or the Canadian Administrative Agent after an Event of Default has occurred and is continuing and the Administrative Agent or the Canadian Administrative Agent so elects or the Required Lenders so direct shall be applied ratably (based in respect of each of the following separate categories, computed independently of the other categories, on each Lender Party’s interest in the aggregate specific type of outstanding Secured Obligations described within (and only within) each specific category of Secured Obligations listed respectively below) first, to pay any fees, indemnities or expense reimbursements, including amounts then due to the Administrative Agent, the Canadian Administrative Agent and each Issuing Bank from the Borrowers (other than in connection with Banking Services, Swap Obligations or Open Account Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services, Swap Obligations or Open Account Obligations), third, to pay interest due in respect of the Protective Advances, fourth, to pay the principal of the Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Protective Advances), sixth, to prepay principal on the Loans (other than the Protective Advances) and LC Disbursements, seventh, to deposit in the U.S. LC Collateral Account and the Canadian L.C. Collateral Account cash (as provided in Section 2.06(k)) collateral equal to 103% of the sum of the U.S. LC Exposure and Canadian LC Exposure, as the case may be, to be held as cash collateral for such Obligations and such Canadian Obligations, as the case may be, eighth, to pay (i) the Citibank Open Account Obligations in an aggregate amount up to the Citibank Open Account Cap and (ii) the other Open Account Obligations in an aggregate amount up to the applicable Open Account Other Cap with respect to each Other Open Account Agreement related thereto, ninth, to payment of any amounts owing with respect to Banking Services and Swap Obligations, tenth, to the payment of any other Secured Obligation due to any Lender Party by the Borrowers and eleventh, to pay the Open Account Excess Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of Default is in existence, none of the Administrative Agent, the Canadian Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans or Canadian Prime Rate Loans and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. Each of the Administrative Agent, the Canadian Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, any such application of proceeds from Collateral securing solely the Canadian Obligations shall be made solely in respect of Canadian Obligations.

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          (c) At the election of the Administrative Agent or the Canadian Administrative Agent, as the case may be, all payments of principal, interest, LC Disbursements, Open Account Obligations, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or (following substantially contemporaneous notice to the Borrower Representative, except that delivery of such notice shall not be required during the continuance of any Event of Default and the Administrative Agent shall have no liability, in any event, for failing to deliver such notice) may be deducted from any deposit account of any Borrower maintained with the Administrative Agent or the Canadian Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent or the Canadian Administrative Agent, as applicable, to make a Borrowing for the purpose of paying each payment referred to in the preceding sentence and agrees that all such amounts charged shall constitute Loans (including Swingline Loans, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the Administrative Agent or the Canadian Administrative Agent, as applicable (following substantially contemporaneous notice to the Borrower Representative, except that delivery of such notice shall not be required during the continuance of any Event of Default and the Administrative Agent shall have no liability, in any event, for failing to deliver such notice) to charge any deposit account of any Borrower maintained with the Administrative Agent or the Canadian Administrative Agent, as applicable, for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

          (d) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

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          (e) Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the Lenders or an Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent or the Canadian Administrative Agent, if applicable, may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the Open Account Banks or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders, the Open Account Banks or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent or the Canadian Administrative Agent, as applicable, forthwith on demand the amount so distributed to such Lender, Open Account Bank or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent or the Canadian Administrative Agent, if applicable, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation.

          (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(e), 2.21(d) or 9.03(c), then the Administrative Agent and, if applicable, the Canadian Administrative Agent, may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

     SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.17, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Bank. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment;

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          (b) If any Lender or Issuing Bank requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender, Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender or Issuing Bank and the Administrative Agent, require such Lender or Issuing Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent and the Issuing Banks (other than any Issuing Bank required to assign and delegate its interests, rights and obligations pursuant to this paragraph (b)), which consent shall not unreasonably be withheld, (ii) such Lender or Issuing Bank shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. No Lender or Issuing Bank shall be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or Issuing Bank or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

     SECTION 2.20. Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, the Canadian Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent, the Canadian Administrative Agent or such Lender. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.20 shall survive the termination of this Agreement.

     SECTION 2.21. Bankers’ Acceptances. (a) The Canadian Borrower may issue Bankers’ Acceptances denominated in Canadian Dollars for acceptance and purchase by the Canadian Lenders in accordance with the provisions of Section 2.01, Section 2.03 and this Section 2.21.

          (b) Each Bankers’ Acceptance shall have a Contract Period of approximately 30, 60 or 90 days. No Contract Period shall extend beyond the Maturity Date. If such Contract Period would otherwise end on a day that is not a Business Day, such Contract Period shall end on the next preceding day that is a Business Day.

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          (c) On each Borrowing date on which Bankers’ Acceptances are to be accepted, the Canadian Administrative Agent shall advise the Canadian Borrower as to the Canadian Administrative Agent’s determination of the applicable Discount Rate for the Bankers’ Acceptances which any of the Canadian Lenders have agreed to purchase.

          (d) Each Canadian Lender agrees to purchase a Bankers’ Acceptance accepted by it. The Canadian Borrower shall sell, and such Canadian Lender shall purchase, the Bankers’ Acceptance at the applicable Discount Rate. Such Canadian Lender shall provide to the Canadian Funding Office the Discount Proceeds less the Acceptance Fee payable by the Canadian Borrower with respect to such Bankers’ Acceptance. Such proceeds will then be made available to the Canadian Borrower by the Canadian Administrative Agent crediting an account as directed by the Canadian Borrower with the aggregate of the amounts made available to the Canadian Administrative Agent by such Canadian Lenders and in like funds as received by the Canadian Administrative Agent.

          (e) Each Canadian Lender may from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

          (f) To facilitate borrowings under the Canadian Commitments by way of B/As, the Canadian Borrower hereby appoints each Canadian Lender as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Canadian Lender, blank forms of B/As. In this respect, it is each Canadian Lender’s responsibility to maintain an adequate supply of blank forms of B/As for acceptance under this Agreement. The Canadian Borrower recognizes and agrees that all B/As required to be accepted and purchased by any Canadian Lender and which are signed and/or endorsed on its behalf by a Canadian Lender shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower. Each Canadian Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Canadian Lender; provided that the aggregate amount thereof is equal to the aggregate amount of B/As required to be accepted and purchased by such Canadian Lender. No Canadian Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except the gross negligence or willful misconduct of such Canadian Lender or its officers, employees, agents or representatives. On request by the Canadian Borrower, a Canadian Lender shall cancel all forms of B/As which have been pre-signed or pre-endorsed by or on behalf of the Canadian Borrower and which are held by such Canadian Lender and have not yet been issued in accordance herewith. Each Canadian Lender shall maintain a record with respect to B/As held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Canadian Lender agrees to provide such records to the Canadian Borrower at the Canadian Borrower’s expense upon request.

          (g) Drafts drawn by the Canadian Borrower to be accepted as Bankers’ Acceptances shall be signed by a duly authorized officer or officers of the Canadian Borrower or the Borrower Representative or by their respective attorneys, including attorneys appointed pursuant to Section 2.21(f) above. Notwithstanding that any Person whose signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for the Canadian Borrower or Borrower Representative, as applicable, at the time of issuance of a Bankers’ Acceptance, that signature shall nevertheless be valid and sufficient for all purposes as if the authority had remained in force at the time of issuance and any Bankers’ Acceptance so signed shall be binding on the Canadian Borrower.

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          (h) The Canadian Administrative Agent, promptly following receipt of a notice of Borrowing, continuation or conversion by way of Bankers’ Acceptances, shall advise the applicable Canadian Lenders of the notice and shall advise each such Canadian Lender of the face amount of Bankers’ Acceptances to be accepted by it and the applicable Contract Period (which shall be identical for all Canadian Lenders). The aggregate face amount of Bankers’ Acceptances to be accepted by a Canadian Lender shall be determined by the Administrative Agent by reference to such Canadian Lender’s Applicable Percentage of the issue of Bankers’ Acceptances, except that, if the face amount of a Bankers’ Acceptance which would otherwise be accepted by a Canadian Lender would not be Cdn.$100,000, or a whole multiple thereof, the face amount shall be increased or reduced by the Canadian Administrative Agent in its sole discretion to Cdn.$100,000, or the nearest whole multiple of that amount, as appropriate.

          (i) The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Canadian Lender in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of the Bankers’ Acceptance being held, at the maturity thereof, by such Canadian Lender in its own right and the Canadian Borrower agrees not to claim any days of grace if such Canadian Lender as holder sues the Canadian Borrower on the Bankers’ Acceptance for payment of the amount payable by the Canadian Borrower thereunder. On the specified maturity date of a B/A, or the date of any prepayment thereof in accordance with this Agreement, if earlier, the Canadian Borrower shall pay to such Canadian Lender that has accepted such B/A the full face amount of such B/A (or shall make provision for payment by way of conversion or continuation in accordance with Section 2.08) in full and absolute satisfaction of its obligations with respect to such B/A, and after such payment, the Canadian Borrower shall have no further liability in respect of such B/A (except to the extent that any such payment is rescinded or reclaimed by operation of law or otherwise) and such Canadian Lender shall be entitled to all benefits of, and will make and otherwise be responsible for all payments due to the redeeming holder or any third parties under, such B/A.

          (j) Whenever the Canadian Borrower requests a borrowing by way of Bankers’ Acceptances, each Non BA Lender shall, in lieu of accepting and purchasing any B/As, make a Loan (a “BA Equivalent Loan”) to the Canadian Borrower in the amount and for the same term as each Draft which such Lender would otherwise have been required to accept and purchase hereunder. Each such Lender will provide to the Canadian Administrative Agent the amount of Discount Proceeds of such BA Equivalent Loan for the account of the Canadian Borrower in the same manner as such Lender would have provided the Discount Proceeds in respect of the Draft which such Lender would otherwise have been required to accept and purchase hereunder. Each such BA Equivalent Loan will bear interest at the same rate that would result if such Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such BA Equivalent Loan shall have the same economic consequences for the relevant Lenders and the Canadian Borrower as the B/A that such BA Equivalent Loan replaces). All such interest shall be paid in advance on the date such BA Equivalent Loan is made, and will be deducted from the principal amount of such BA Equivalent Loan in the same manner in which the discounted portion of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Agreement, on the last day of the relevant Contract Period for such BA Equivalent Loan, the Canadian Borrower shall be entitled to convert each such BA Equivalent Loan into another type of Loan, or to roll over each such BA Equivalent Loan into another BA Equivalent Loan, all in accordance with the applicable provisions of this Agreement. Each Non BA Lender may, at its discretion, request in writing to the Canadian Administrative Agent and the Canadian Borrower that BA Equivalent Loans made by it shall be evidenced by Discount Notes.

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          (k) For greater certainty, all provisions of this Agreement that are applicable to B/As shall also be applicable, mutatis mutandis, to BA Equivalent Loans, and notwithstanding any other provision of this Agreement, all references to principal amounts or any repayment or prepayment of any Loans that are applicable to B/As or BA Drawings shall be deemed to refer to the full face amount thereof in the case of B/As and to the principal amount of any portion thereof consisting of BA Equivalent Loans. As set out in the definition of “Bankers’ Acceptances”, that term includes Discount Notes and all terms of this Agreement applicable to Bankers’ Acceptances (including the provisions of Section 2.21(f) relating to their execution by the Canadian Lenders under power of attorney) shall apply equally to Discount Notes evidencing BA Equivalent Loans with such changes as may in the context be necessary. For greater certainty:

     (i) the term of a Discount Note shall be the same as the Contract Period for Bankers’ Acceptances accepted and purchased on the same Borrowing date in respect of the same borrowing;

     (ii) an acceptance fee will be payable in respect of a Discount Note and shall be calculated at the same rate and in the same manner as the Acceptance Fee in respect of a Bankers’ Acceptance; and

     (iii) the Discount Rate applicable to a Discount Note shall be the Discount Rate applicable to Bankers’ Acceptances accepted by a Canadian Lender that is not a Schedule I Lender in accordance with the definition of “Discount Rate” on the same Borrowing date or date of continuation or conversion, as the case may be, in respect of the same borrowing for the relevant Contract Period.

          (l) Depository Bills and Notes Act. At the option of the Canadian Borrower and any Canadian Lender, Bankers’ Acceptances under this Agreement to be accepted by such Canadian Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.21.

          (m) Upon acceptance of a Bankers’ Acceptance by a Canadian Lender, the Canadian Borrower shall pay to the Canadian Administrative Agent on behalf of such Canadian Lender a fee (the “Acceptance Fee”) calculated on the face amount of the Bankers’ Acceptance at a rate per annum equal to the Applicable Rate on the basis of the number of days in the Contract Period for such Bankers’ Acceptance. Any adjustment to the Acceptance Fee (including any adjustment as necessary to reflect the operation of Section 2.13(e)) shall be computed based on the number of days remaining in the Contract Period of such Bankers’ Acceptances from and including the effective date of any change in the Applicable Rate. Any increase in such Acceptance Fee shall be paid by the Canadian Borrower to the Canadian Administrative Agent on behalf of the Canadian Lenders on the last day of the Contract Period of the relevant Bankers’ Acceptance. Any decrease in such Acceptance Fee shall be paid by each Canadian Lender to the Canadian Borrower, through the Canadian Administrative Agent, on the last day of the Contract Period of the relevant Bankers’ Acceptance.

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     SECTION 2.22. Circumstances Making Bankers’ Acceptances Unavailable. (a) If prior to the commencement of any Contract Period, (i) the Canadian Administrative Agent determines in good faith, which determination shall be conclusive and binding on the Canadian Borrower, and notifies the Canadian Borrower that, by reason of circumstances affecting the money market, there is no readily available market for Bankers’ Acceptances, or (ii) the Canadian Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Discount Rate or CDOR Rate, as applicable, for such Contract Period; or (iii) the Canadian Administrative Agent is advised by one or more Canadian Lenders that the Discount Rate or CDOR Rate, as applicable, for such Contract Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their portion of such BA Drawings included in such Borrowing for such Contract Period then:

     (i) the right of the Canadian Borrower to request a borrowing by way of BA Drawing shall be suspended until the Canadian Administrative Agent determines that the circumstances causing such suspension no longer exist and the Canadian Administrative Agent so notifies the Canadian Borrower; and

     (ii) any notice relating to a borrowing by way of BA Drawing which is outstanding at such time shall be deemed to be a notice requesting a borrowing by way of Canadian Prime Rate Loans (all as if it were a notice given pursuant to Section 2.03).

          (b) The Administrative Agent shall promptly notify the Canadian Borrower and the Canadian Lenders of the suspension in accordance with Section 2.22(a) of the Canadian Borrower’s right to request a borrowing by way of BA Drawing and of the termination of such suspension.

     SECTION 2.23. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

     (a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);

     (b) the Revolving Commitment and the Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender;

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     (c) if any Swingline Exposure or LC Exposure exist at the time a Lender becomes a Defaulting Lender then:

          (i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Credit Exposures plus the Open Account Aggregate Cap plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments and (y) the conditions set forth in Section 4.02 are satisfied at such time; and

          (ii) if the reallocation described in paragraph (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline Exposure (after giving effect to any partial reallocation pursuant to paragraph (i) above) and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to paragraph (i) above) in accordance with the procedures set forth in Sections 2.06(k) and for so long as any such LC Exposure is outstanding;

          (iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.23(c), the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b), as the case may be, with respect to such Defaulting Lender’s LC Exposure, as the case may be, during the period such Defaulting Lender’s LC Exposure is cash collateralized;

          (iv) if the LC Exposure of the non-Defaulting Lenders are reallocated pursuant to this Section 2.23(c), then the fees payable to the Lenders pursuant to Sections 2.12(a) and (b), as the case may be, shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; or

          (v) if any Defaulting Lender’s LC Exposure is not cash collateralized, prepaid or reallocated pursuant to this Section 2.23(c), then, without prejudice to any rights or remedies of the applicable Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such Defaulting Lender’s LC Exposure is cash collateralized;

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     (d) so long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, create, incur, amend or increase any Letter of Credit unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.23(c), and participating interests in any such newly issued, extended or created Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.23(c)(i) (and Defaulting Lenders shall not participate therein); and

     (e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.18(d) but excluding Section 2.19(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the applicable Issuing Bank or the Swingline Lender hereunder, (iii) third, if so determined by the Administrative Agent or requested by an Issuing Bank or the Swingline Lender, to be held in such account as cash collateral for future funding obligations of the Defaulting Lender of any participating interest in any Swingline Loan or any Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) fifth, if so determined by the Administrative Agent and the Borrower Representative, held in such account as cash collateral for future funding obligations of the Defaulting Lender of any Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of LC Disbursements for which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.02 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.

          In the event that the Administrative Agent (or, in the case of any Canadian Lender, the Canadian Administrative Agent), the Borrowers, the Issuing Banks and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

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     SECTION 2.24. Excess Resulting From Exchange Rate Change.

     (a) With respect to the Canadian Commitment, at any time following one or more fluctuations in the exchange rate of the Canadian Dollar against the dollar, (i) the aggregate outstanding principal amount of Canadian Loans of the Canadian Borrower exceeds the lesser of the Canadian Borrowing Base or the Canadian Sublimit or any other limitations hereunder based on dollars or (ii) the aggregate outstanding principal balance of Canadian Loans exceeds any other limit based on dollars set forth herein for such Canadian Obligations, the Canadian Borrower shall (A) if such excess is in an aggregate amount that is greater than or equal to $1,000,000, within two Business Days of notice from the Canadian Administrative Agent, (B) if such excess is an aggregate amount that is less than $1,000,000 and such excess continues to exist in an aggregate amount less than $1,000,000 for at least five Business Days, within two Business Days of notice from the Canadian Administrative Agent or (C) if any Event of Default has occurred and is continuing, immediately (x) make the necessary payments or repayments to reduce such Canadian Obligations to an amount necessary to eliminate such excess or (y) maintain or cause to be maintained with the Administrative Agent (for the benefit of the Canadian Lender Parties) deposits as continuing collateral security for the Canadian Obligations in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Canadian Administrative Agent. Without in any way limiting the foregoing provisions, the Canadian Administrative Agent shall, weekly or more frequently in the sole discretion of the Canadian Administrative Agent, make the necessary exchange rate calculations to determine whether any such excess exists on such date and advise the Borrowers if such excess exists.

     (b) If one or more of the U.S. Borrowers provide cash collateral to secure obligations related to U.S. Letters of Credit that are denominated in an Alternative Currency (including, without limitation, pursuant to Section 2.06(k), 2.10(b) or 2.18(b)) and, as a result of fluctuations in the applicable exchange rate between dollars and the applicable Alternative Currency, the Dollar Amount of cash collateral held by the Administrative Agent is less than the specified amount of cash collateral so required to be maintained by the U.S. Borrowers, the U.S. Borrowers shall, promptly following a request therefor by the Administrative Agent, deposit in the LC Collateral Account an additional Dollar Amount of cash collateral equal to such shortfall to be held as cash collateral in accordance with Section 2.06(k).

ARTICLE III

Representatives and Warranties

          Each Loan Party represents and warrants to the Lender Parties that:

     SECTION 3.01. Organization; Powers. Each of the Loan Parties and each of the Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

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     SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and each constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of the Subsidiaries, (c) will not violate or result in a default under any indenture or other material agreement or instrument binding upon any Loan Party or any of the Subsidiaries or its assets, or give rise to a right under any such indenture, material agreement or instrument (other than a Loan Document) to require any payment to be made by any Loan Party or any of the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of the Subsidiaries, except Liens created pursuant to the Loan Documents.

     SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) historical audited consolidated income statements, balance sheets and statements of cash flow of the Company for its 2007 and 2008 fiscal years and (ii) unaudited interim consolidated income statements, balance sheets and statements of cash flow of the Company for each fiscal month and quarter ended after December 31, 2008 through the Effective Date. Such financial statements present fairly, in all material respects, the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the unaudited consolidated income statements, balance sheets and statements of cash flows of the Company.

          (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2008.

     SECTION 3.05. Properties. (a) As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by each Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists, except where the foregoing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and the Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all its real and personal property that is material to its business, free of all Liens other than Permitted Liens.

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          (b) Each Loan Party and the Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement is set forth on Schedule 3.05, and the use thereof by the Loan Parties and the Subsidiaries does not infringe in any material respect upon the rights of any other Person, and the Loan Parties’ rights thereto are not subject to any licensing agreement or similar arrangement as of the Effective Date (except for agreements and arrangements reflected on Schedule 3.05 and other licensing agreements that are not, either individually or in the aggregate, material to any Loan Party).

     SECTION 3.06. Litigation and Environmental Matters. (a) Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

          (b) Except for the Disclosed Matters (i) no Loan Party nor any of the Subsidiaries has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any Environmental Liability that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, and (ii) except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of the Subsidiaries (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability.

          (c) Since the Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

     SECTION 3.07. Compliance with Laws and Agreements. Each Loan Party and the Subsidiaries is in compliance with all Requirements of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

     SECTION 3.08. Investment Company Status. No Loan Party nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

     SECTION 3.09. Taxes. Each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No Liens for Taxes (other than Permitted Encumbrances) have been filed and no claims are being asserted with respect to any such Taxes.

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     SECTION 3.10. ERISA. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except for any failure that would not reasonably be expected to have a Material Adverse Effect, each Pension Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability that could reasonably be expected to result in a Material Adverse Effect has been incurred by the Loan Parties or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Pension Plan or any Multiemployer Plan.

          (b) Canadian Pension Plans. Each Canadian Loan Party and its Subsidiaries is in compliance with the requirements of the Pension Benefits Act (Ontario) and other federal, provincial or state laws with respect to each Canadian Pension Plan, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Canadian Pension Plan. Neither any Canadian Loan Party nor any of its Subsidiaries has any material withdrawal liability in connection with a Canadian Pension Plan. No Pension Event has occurred. No Lien has arisen, choate or inchoate, in respect of any Canadian Loan Party or its Subsidiaries or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due)

     SECTION 3.11. Disclosure. Each Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, (a) the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date, and (b) it is understood and agreed that uncertainty is inherent in any forecasts or projections and no assurances can be given by the Company or the other Loan Parties of the future achievement of such performance.

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     SECTION 3.12. No Default. No Loan Party nor any of the Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound in any respect that could reasonably be expected to have a Material Adverse Effect. Immediately prior to, and after giving effect to the occurrence of, the Effective Date, (a) no default or event of default has occurred or will occur under the Indenture or the Existing Debt Securities and (b) the Borrowers are not compelled under the Indenture to secure the Existing Debt Securities equally and ratably with the Obligations. No Default or Event of Default has occurred and is continuing.

     SECTION 3.13. Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date (after giving effect to Sections 10.08 and 10.09), (i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) no Loan Party will have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

          (b) No Loan Party intends to, or will permit any of the Subsidiaries to, and no Loan Party believes that it or any of the Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary, the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary and the funds available under this Agreement.

     SECTION 3.14. Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrowers believe that the insurance maintained by or on behalf of the Loan Parties is adequate.

     SECTION 3.15. Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Company of each of the Company’s Subsidiaries and each joint venture, partnership or similar arrangement of the Company and its Subsidiaries, (b) a true and complete listing of each class of each of the Borrowers’ authorized Equity Interests (other than the Company), of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Company and each of the Subsidiaries and each joint venture, partnership or similar arrangement of the Company and its Subsidiaries, in each case as of the Effective Date. All of the issued and outstanding Equity Interests of a Subsidiary owned by any Loan Party have been duly authorized and issued and are fully paid and non-assessable (to the extent such concepts are relevant with respect to such ownership interests).

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     SECTION 3.16. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Parties, as the case may be, and, for so long as UCC and PPSA financing statements, RDPRM recordations or Deposit Account Control Agreements, as the case may be, with respect to such Collateral have not been terminated by the Administrative Agent (or otherwise amended by the Administrative Agent in a manner that adversely affects the Lien in favor of the Lender Parties or the Canadian Lender Parties, as the case may be, thereby perfected) such Liens constitute perfected and continuing Liens on the Collateral to the extent perfection can be obtained by filing UCC or PPSA financing statements, RDPRM recordations or the entering into of a Deposit Account Control Agreement, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Liens to the extent any such Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

     SECTION 3.17. Employment Matters. As of the Effective Date, there are no material strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been in material violation of the Fair Labor Standards Act, the Employee Standards Act (Ontario) or any other applicable federal, provincial, territorial, state, local or foreign law dealing with such matters. All material payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages, vacation pay and employee health and welfare insurance and other benefits, including with respect to the Canada Pension Plans, have been paid or accrued as a liability on the books of the Loan Party or such Subsidiary.

     SECTION 3.18. Credit Card Arrangements. Schedule 3.18 (as updated from time to time as permitted by Section 5.15) sets forth, a list of all credit card processing arrangements to which any Loan Party is a party with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by such Loan Party in the United States of America or Canada.

     SECTION 3.19. PATRIOT Act and Other Specified Laws. (a) To the extent applicable, each Loan Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and (iii) the Proceeds of Crime Act. No part of the proceeds of the Loans, Letters of Credit or payments made to vendors of the Open Account Obligors pursuant to any Open Account Agreement will be used, directly or indirectly, in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended or the Proceeds of Crime Act. No Loan Party is engaged in or has engaged in any course of conduct that could reasonably be expected to subject any of their respective properties to any Lien, seizure or other forfeiture under any criminal Law, racketeer influenced and corrupt organizations law or the Proceeds of Crime Act or other similar laws. None of the Loan Parties is named on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Department of Treasury Office of Foreign Assets Control.

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          (b) No Borrower nor any other Loan Party (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such Executive Order, or is otherwise associated with any such Person in any manner that violates such Section 2, or (iii) is a Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

     SECTION 3.20. Margin Regulations. No Borrower nor any other Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying “margin stock” (as defined in Regulation U of the Board). None of the proceeds of any Loan or Letter of Credit will be used by the Borrowers or any Subsidiaries for the purpose of purchasing or carrying “margin stock” as defined in Regulation U of the Board or otherwise in violation of Regulations T, U or X of the Board.

ARTICLE IV

Conditions

     SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02) to the satisfaction of each Lender and, where specifically referred to below, the Administrative Agent and the Joint Collateral Agents; provided that the Administrative Agent may declare the Effective Date to have occurred if all the conditions set forth below are satisfied, other than the Administrative Agent receiving satisfactory evidence that its first priority security interest in the Collateral securing the Canadian Secured Obligations has been perfected; provided further, however, that the Canadian Borrower may not utilize the Canadian Commitments unless the Administrative Agent has received evidence of its first priority perfected security interest in the Collateral securing the Canadian Secured Obligations in a manner that is in form and substance satisfactory to the Administrative Agent and the Lenders:

     (a) Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include PDF or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies (or PDF or facsimile copies) of the Loan Documents and such other certificates, documents, instruments and agreements as the Lenders shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and written opinions of the Loan Parties’ counsel, addressed to the Administrative Agent, the Canadian Administrative Agent, the Issuing Banks, the Citibank Open Account Agent, the Citibank Open Account Banks and the Lenders in substantially the form of Exhibit B.

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     (b) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Agents shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or an Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, and (ii) if obtainable from the applicable jurisdiction, a long form good standing certificate for each Loan Party from its jurisdiction of organization.

     (c) No Default Certificate. The Agents shall have received a certificate, signed by the chief financial officer of the Borrower Representative and dated the Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct as of such date and (iii) certifying any other factual matters as may be reasonably requested by any Agent.

     (d) Fees. The Lenders, the Administrative Agent, the Joint Collateral Agents and the Joint Bookrunners shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel of the Administrative Agent), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower Representative to the Administrative Agent on or before the Effective Date.

     (e) Lien Searches. The Agents shall have received the results of a recent lien search report in each of the jurisdictions where assets of the Loan Parties are located, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Permitted Liens or Liens discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Agents.

     (f) Pay-Off Letter. The Agents shall have received pay-off letters with respect to the Prior Credit Agreement and all other existing Indebtedness to be repaid from the proceeds of the initial Borrowing, confirming that all Liens upon any of the property of the Loan Parties constituting Collateral will be terminated concurrently with such payment (other than Liens in favor of the Administrative Agent).

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     (g) Funding Accounts. The Agents shall have received a notice from the Borrower Representative setting forth the deposit account(s) of the Borrowers (the “Funding Accounts”) to which the Lender is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

     (h) Customer List. The Agents shall have received a true and complete customer list as of a recent date to be specified by the Administrative Agent.

     (i) Credit Card Notification Agreement. The Agents shall have received PDF or facsimile copies of Credit Card Notification Agreements distributed to each of the Borrowers’ credit card processors.

     (j) Solvency. The Agents shall have received a solvency certificate from a Financial Officer of each Borrower.

     (k) Borrowing Base Certificate. The Agents shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of April 18, 2009.

     (l) Closing Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit (or deemed issuance, in the case of Existing Letters of Credit) on the Effective Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities and obligations current, the Borrowers’ Availability plus cash on hand shall not be less than $300,000,000.

     (m) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Equity Interests pledged pursuant to the U.S. Security Agreement or the Canadian Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the U.S. Security Agreement or the Canadian Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

     (n) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement, PPSA financing statement or RDPRM recordation) required by the Collateral Documents or under law or reasonably requested by any Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation.

     (o) Approvals. All governmental and third party approvals necessary in connection with the Transactions and the financing contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions or the financing contemplated hereby.

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     (p) Amendment to Indenture. The Indenture shall have been amended in accordance with the terms thereof to provide that the Indebtedness under this Agreement is excepted from the requirements of Section 4.04 of the Indenture.

     (q) Citibank Open Account Agreement. The Agents shall have received a true and complete copy of the Citibank Open Account Agreement.

     (r) Insurance. The Agents shall have received evidence of insurance coverage in form, scope and substance evidencing compliance with the terms of Section 5.09 and Section 4.12 of the U.S. Security Agreement.

     (s) Appraisals and Field Exams. The Agents shall have received appraisals of Inventory and field exams from appraisers satisfactory to the Joint Collateral Agents (it being understood and agreed that the receipt of the field examination, dated as of March 17, 2009, and the appraisal, dated as of March 26, 2009, shall satisfy the condition precedent set forth in this paragraph (s)).

     (t) Letter of Credit Application. The applicable Issuing Bank shall have received a properly completed letter of credit application if the issuance of a Letter of Credit will be required on the Effective Date. The Borrowers shall have executed the applicable Issuing Bank’s master agreement for the issuance of Commercial Letters of Credit.

     (u) Other Documents. The Agent shall have received such other documents as any Agent, any Issuing Bank, any Open Account Bank, any Lender or their respective counsel may have reasonably requested.

The Administrative Agent shall notify the Borrowers and the Lenders as of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., Chicago time, on June 1, 2009 (and, in the event such conditions are not so satisfied or waived, the Revolving Commitments shall terminate at such time).

     SECTION 4.02. Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Borrowing and (ii) each Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions:

     (a) The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct in all material respects on and as of the date of (i) such Borrowing or (ii) the issuance, amendment, renewal or extension of such Letter of Credit, except that such representations and warranties (A) that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date and (B) shall be true and correct in all respects to the extent they are qualified by a materiality standard.

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     (b) At the time of and immediately after giving effect to (i) such Borrowing and (ii) the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

     (c) After giving effect to (i) such Borrowing and (ii) the issuance of such Letter of Credit, Availability is not less than zero.

Each (i) Borrowing and (ii) issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 4.02.

Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize the Canadian Administrative Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit, in each case for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans, issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

ARTICLE V

Affirmative Covenants

          Until all the Revolving Commitments have expired or been terminated as provided in Section 2.09(a) or (b), as the case may be, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the Loan Parties, with the Lender Parties that:

     SECTION 5.01. Financial Statements; Borrowing Base and Other Information. The Borrowers will furnish to the Administrative Agent and each Lender:

     (a) within 90 days after the end of each fiscal year of the Company, its audited consolidated and unaudited consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by BDO Seidman, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries in accordance with GAAP consistently applied accompanied by any management letter prepared by said accountants;

     (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of the Financial Officers of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

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     (c) within 30 days after the end of each fiscal month of the Company, its consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal month and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

     (d) concurrently with any delivery of financial statements under paragraph (a) or (b) or (c) above, a Compliance Certificate of a Financial Officer of the Borrower Representative (i) certifying, in the case of the financial statements delivered under paragraph (b) or (c), as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) certifying in the case of the financial statements delivered under paragraph (c), a reasonably detailed calculation of the Fixed Charge Coverage Ratio and, during any Level 1 Minimum Availability Period, demonstrating compliance with Section 6.12, and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

     (e) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

     (f) as soon as available, but within 15 days prior to the end of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement in form acceptable to the Administrative Agent) of the Company for each month of the upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;

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     (g) as soon as available, but in any event within 20 days of the end of each fiscal month (or, within three Business Days of the end of each calendar week (it being understood that a calendar week ends on Sunday), during any Weekly Reporting Period), a Borrowing Base Certificate which calculates the Borrowing Base as of the last day of the fiscal period then ended, together with supporting information in connection therewith and any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request;

     (h) as soon as available, but in any event within 20 days of the end of each fiscal month (or, in the case of clauses (h)(i)(B)and (h)(ii) below within three Business Days of the end of each calendar week, during any Weekly Reporting Period) and at such other times as may be reasonably requested by the Administrative Agent, as of the fiscal period then ended, all delivered electronically in a formatted file acceptable to the Administrative Agent:

          (i) (A) a detailed aging of the Borrowers’ Accounts (1) including all invoices aged by invoice date and due date (with an explanation of the terms offered) and (2) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably acceptable to the Administrative Agent, and (B) a summary aging of the Borrowers’ Accounts specifying the name, address and balance due for each Account Debtor;

          (ii) a schedule detailing the Borrowers’ Inventory, in form satisfactory to the Administrative Agent (which shall be in a short-form format that is reasonably satisfactory to the Administrative Agent if delivered during a Weekly Reporting Period), (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type and by volume on hand, which Inventory shall be valued at the lower of cost (determined in accordance with the historical practices of the Borrowers prior to the Effective Date) or market and adjusted for Reserves as the Joint Collateral Agents have previously indicated to the Borrower Representative are deemed by the Joint Collateral Agents to be appropriate, (2) including a report of any variances or other results of Inventory counts performed by the Borrowers since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by Borrowers and complaints and claims made against the Borrowers), and (3) reconciled to the Borrowing Base Certificate delivered as of such date;

          (iii) a worksheet of calculations prepared by the Borrowers to determine Eligible Credit Card Accounts Receivable, Eligible Accounts and Eligible Inventory, such worksheets detailing the Credit Card Accounts Receivable, Accounts and Inventory excluded from Eligible Credit Card Accounts Receivable, Eligible Accounts and Eligible Inventory and the reason for such exclusion;

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          (iv) a reconciliation of the Borrowers’ Accounts and Inventory between the amounts shown in the Borrowers’ general ledger and financial statements and the reports delivered pursuant to paragraphs (i) and (ii) above; and

          (v) a reconciliation of the loan balance per the Borrowers’ general ledger to the loan balance under this Agreement;

     (i) as soon as available, but in any event within 20 days of the end of each fiscal month (or, within three Business Days of the end of calendar week, during any Weekly Reporting Period) and at such other times as may be reasonably requested by the Administrative Agent, as of the fiscal period then ended, a schedule and aging of the Borrowers’ accounts payable, delivered electronically in a formatted file acceptable to the Administrative Agent;

     (j) promptly upon the Administrative Agent’s request:

          (i) copies of invoices issued by the Borrowers in connection with any Accounts, credit memos, shipping and delivery documents, and other information related thereto;

          (ii) copies of purchase orders, invoices and shipping and delivery documents in connection with any Inventory or equipment purchased by any Loan Party;

          (iii) a schedule detailing the balance of all intercompany accounts of the Loan Parties;

          (iv) a sales journal, cash receipts journal (identifying trade and non-trade cash receipts) and debit memo/credit memo journal; and

          (v) copies of all tax returns filed by any Loan Party with the IRS or Canada Revenue Service;

     (k) within 45 days of each March 31 and September 30, an updated customer list for each Borrower and its Subsidiaries, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct by a Financial Officer of the Borrower Representative;

     (l) promptly upon the Administrative Agent’s request (but, in any event not more than once each calendar year), a certificate of good standing for each Loan Party from the appropriate governmental officer in its jurisdiction of incorporation, formation or organization;

     (m) promptly after the same become publicly available, copies of all periodic reports, proxy statements and registration statements filed by the Company or any Subsidiary with the U.S. Securities and Exchange Commission, the Ontario Securities Commission or any Governmental Authority succeeding to any or all of the functions of said Commissions, or with any national or provincial securities exchange, or distributed by the Company to its shareholders generally, as the case may be; provided that any documents required to be delivered pursuant to this paragraph (n) shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address referenced in Section 9.01(b); or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided further that: (x) upon written request by the Administrative Agent, the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (y) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; and

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     (n) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender, acting through the Administrative Agent, may reasonably request.

     SECTION 5.02. Notices of Material Events. The Borrowers will furnish to the Administrative Agent (for delivery to each Lender) written notice of the following:

     (a) the occurrence of any Default or Event of Default;

     (b) receipt of any notice of any governmental investigation or any governmental or other litigation or proceeding commenced or threatened against any Loan Party that (i) if adversely determined, could reasonably be expected to result in liability in excess of $30,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Pension Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would result in liabilities or costs in excess of $30,000,000, (vi) contests any tax, fee, assessment or other governmental charge in excess of $30,000,000 or (vii) involves any material product recall;

     (c) any Lien (other than Permitted Encumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against any material portion of the Collateral;

     (d) any loss, damage or destruction to the Collateral in the amount of $30,000,000 or more, whether or not covered by insurance;

     (e) any and all default notices received under or with respect to (i) the Indenture or (ii) any actual knowledge of a Financial Officer of any leased location or public warehouse where Collateral with a cost in excess of $5,000,000 is located (which shall be delivered within two Business Days after receipt thereof);

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     (f) all amendments to the Indenture, together with a copy of each such amendment;

     (g) any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days);

     (h) any actual knowledge of a Financial Officer of the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $30,000,000;

     (i) any amendment, modification or waiver of or with respect to any licensing agreement pursuant to which any Eligible Licensee Receivable is subject if the foregoing would reasonably be expected to reduce the amounts paid, or postpone the date of any payment of any such Eligible Licensee Receivable; and

     (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth in reasonable detail the nature of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

     SECTION 5.03. Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and, except where the failure to so preserve, renew or keep in full force and effect any of the following could not reasonably be expected to result in a Material Adverse Effect, the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.

     SECTION 5.04. Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

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     SECTION 5.05. Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

     SECTION 5.06. Books and Records; Inspection Rights. Without limiting Sections 5.11 and 5.12, each Loan Party will, and will cause each Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (ii) permit any representatives designated by the Administrative Agent (including employees of the Administrative Agent or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested. For purposes of this Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve one or more relevant Loan Parties and Subsidiaries and their respective assets. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.

     SECTION 5.07. Compliance with Laws and Contractual Obligations.

          (a) Each Loan Party will, and will cause each Subsidiary to, comply with all of its contractual obligations and Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          (b) In addition to and without limiting the generality of paragraph (a), each Loan Party will, and will cause each Subsidiary and ERISA Affiliate to (i) comply with all applicable provisions of ERISA, the Code, the ITA, the Pension Benefits Act (Ontario) (or similar provincial statutes) and the regulations and published interpretations thereunder with respect to all Pension Plans and Canadian Pension Plans, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, (ii) not take any action or fail to take action the result of which would result in a liability to the PBGC, FSCO (or similar Governmental Authority) or to a Multiemployer Plan in an amount that could reasonably be expected to have a Material Adverse Effect and (iii) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Pension Plan and Canadian Pension Plans concerning compliance with this covenant as may be reasonably requested by the Administrative Agent.

     SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used only to (a) repay amounts outstanding under the Prior Credit Agreement, (b) repay the Existing Debt Securities that are maturing in November 2009, subject to the limitations set forth in Section 6.08(b)(v), and (c) for general corporate purposes (including, without limitation, payments on Open Account Obligations) of the Borrowers and, subject to compliance with Article VI of this Agreement, their respective Subsidiaries in the ordinary course of business. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

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     SECTION 5.09. Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit, theft, burglary, pilferage, larceny, embezzlement and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

     SECTION 5.10. Casualty and Condemnation. The Borrowers (a) will furnish to the Administrative Agent (for delivery to the Lenders) prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents.

     SECTION 5.11. Appraisals. At any time that the Joint Collateral Agents request, the Borrowers and the Subsidiaries will provide the Joint Collateral Agents with appraisals or updates thereof of their Inventory from an appraiser selected and engaged by the Joint Collateral Agents, and prepared on a basis satisfactory to the Joint Collateral Agents, such appraisals and updates to include, without limitation, information required by applicable law and regulations; provided, however, only one such appraisal per calendar year shall be at the sole expense of the Loan Parties; provided further, however, (a) two such appraisals per calendar year shall be at the sole expense of the Loan Parties if a Revolving Loan has been made during such calendar year, (b) three such appraisals per calendar year shall be at the sole expense of the Loan Parties if a Level 2 Minimum Availability Period, solely with respect to clause (a) of such defined term, has been in effect for a period of at least five consecutive Business Days during such calendar year and (c) if an Event of Default has occurred during any calendar year there shall be no limitation as to number and frequency of such appraisals during such calendar year that shall be at the sole expense of the Loan Parties. For purposes of this Section 5.11, it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more relevant Loan Parties and their assets. The Joint Collateral Agents will conduct not less than one appraisal per calendar year of the Inventory of the Loan Parties.

     SECTION 5.12. Field Examinations. At any time that the Joint Collateral Agents request, the Borrowers and the Subsidiaries will allow the Joint Collateral Agents to conduct field examinations or updates thereof during normal business hours to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems; provided, however, only one such field examination per calendar year shall be at the sole expense of the Loan Parties; provided further, however, (a) two such field examinations per calendar year shall be at the sole expense of the Loan Parties if a Revolving Loan has been made during such calendar year, (b) three such field examinations per calendar year shall be at the sole expense of the Loan Parties if a Level 2 Minimum Availability Period, solely with respect to clause (a) of such defined term, has been in effect for a period of at least five consecutive Business Days during such calendar year and (c) if an Event of Default has occurred during any calendar year there shall be no limitation as to number and frequency of such field examinations during such calendar year that shall be at the sole expense of the Loan Parties. For purposes of this Section 5.12, it is understood and agreed that a single field examination may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more relevant Loan Parties and their assets. The Joint Collateral Agents will conduct not less than one field examination per calendar year of the Collateral included in each Borrowing Base.

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     SECTION 5.13. Depository Banks. The Borrowers and the Subsidiaries will maintain one or more of the Lenders as its principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business.

     SECTION 5.14. Additional Collateral; Further Assurances. (a) Subject to applicable law, each Borrower and each Subsidiary that is a U.S. Loan Party shall cause each of the Domestic Subsidiaries and each of the First-Tier Foreign DREs (other than Investments in Persons that are permitted to be made pursuant to Sections 6.04(c)(ii) and (iii)) formed or acquired after the Effective Date in accordance with the terms of this Agreement to become a U.S. Loan Party by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a U.S. Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Lender Parties in any property of such U.S. Loan Party which constitutes Collateral.

          (b) To secure the prompt payment and performance of all the U.S. Secured Obligations, each Borrower and each Subsidiary that is a U.S. Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of the Domestic Subsidiaries, (ii) 100% of the issued and outstanding Equity Interests of each of the First-Tier Foreign DREs, (iii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-Tier Foreign Subsidiary, (iv) 100% of the non-voting Equity Interests of each First-Tier Foreign Subsidiary, and (v) 309/476 of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote, and 100% of the non-voting Equity Interests, of the Canadian Borrower (it being understood that all such Equity Interests described in this clause (v) shall be pledged by Jones Canada LP and not by Jones Canada GP) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of the U.S. Lender Parties) pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request, provided, however, that (i) if the Canadian Borrower issues additional Equity Interests that are entitled to vote, Jones Canada LP agrees to promptly pledge to the Administrative Agent such additional number of whole limited partnership units of the Canadian Borrower equal to approximately (but not in excess of) 65% of such additional limited partnership units that are so issued and (ii) none of the Equity Interests of Rachel Roy IP Company LLC shall be subject to such Lien so long as 100% of the Equity Interests of Rachel Roy IP Company LLC are not owned by one or more U.S. Loan Parties. The Borrowers agree if (a) the Administrative Agent notifies the Borrower Representative that as a result of a change in law there is a reason to believe that a pledge of a greater percentage of any First-Tier Foreign Subsidiary’s voting Equity Interests or a guarantee by any First-Tier Foreign Subsidiary of the Guaranteed Obligations would not result in a “deemed dividend” under Section 956 of the Code and (b) subsequent to the receipt of such notice the Borrower Representative reasonably determines (which determination the Borrower Representative agrees to consider, in consultation with its counsel and other tax advisors, promptly following receipt of such notice from the Administrative Agent) that a pledge of more than 65% of the total combined voting power of all classes of Equity Interests entitled to vote of such First-Tier Foreign Subsidiary or a guarantee by such First-Tier Foreign Subsidiary of the Guaranteed Obligations would not result in such a “deemed dividend” or any other tax liability to the Borrowers, the applicable Borrower will promptly pledge such greater percentage of the voting Equity Interests of each such First-Tier Foreign Subsidiary and cause each such First-Tier Foreign Subsidiary to provide a guarantee of the Guaranteed Obligations, in each case to the extent that the foregoing would not result in such a “deemed dividend” under Section 956 of the Code or other tax liability to the Borrowers.

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          (c) Subject to applicable law, the Canadian Borrower and each other Canadian Loan Party shall cause each of their Subsidiaries that is organized under the laws of Canada or any province thereof (other than those Persons in which Investments are made pursuant to Section 6.04(c)(ii) and (iii)) to become party to a guarantee agreement that guarantees repayment of the Canadian Obligations (which guarantee agreement shall be in substantially the form of the Canadian Guarantee referred to in clause (a) of the definition thereof) and a security agreement (which shall, among other things, pledge 100% of the Equity Interests in each such Subsidiary and grant a security interest in all the personal property of each such Subsidiary, the foregoing to be in a form substantially similar to General Security Agreement, the Securities Pledge Agreement and, if any of such assets is located in the Province of Quebec, the Deed of Hypothec, in each case as the foregoing are referred to in the definition of “Canadian Security Agreement”) that secures repayment of the Canadian Obligations, together with such other documentation and filings that the Administrative Agent may reasonably require in order to perfect its first priority security interest in the assets subject to the terms of such Security Agreement; provided, however, that so long as 100% of the Equity Interests of GRI are not owned by one or more Loan Parties, none of the Equity Interests of GRI shall be subject to such Lien.

          (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, hypothecs, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.

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          (e) If any assets constituting personal property that are acquired by any Borrower or any Subsidiary that is a Loan Party have at any time a fair market value in excess of $2,000,000 individually or $5,000,000 in the aggregate for all Loan Parties (other than assets constituting Collateral under the U.S. Security Agreement or the Canadian Security Agreement that become subject to the Lien in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) upon acquisition thereof), the Borrower Representative will promptly notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien in favor of Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) securing the Secured Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

     SECTION 5.15. Credit Card Notification Agreements. The Borrowers and the Subsidiaries will maintain credit card processing arrangements with the credit card issuers and processors identified on Schedule 3.18; provided, however, that the Borrowers may amend Schedule 3.18 to remove any credit card issuer or processor identified therein or to add additional credit card issuers and processors that are satisfactory to the Administrative Agent, in its sole discretion, and concurrently with the making of any such amendment the Borrowers shall provide to the Administrative Agent a Credit Card Notification Agreement with respect thereto.

     SECTION 5.16. Post Closing Requirements. The Borrowers and the other Loan Parties shall deliver, when and as required by the terms of the Post-Closing Deliverables Agreement, the items referenced therein.

ARTICLE VI

Negative Covenants

          Until all the Revolving Commitments have expired or been terminated as provided in Section 2.09(a) or (b), as the case may be, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the Loan Parties, with the Lender Parties that:

     SECTION 6.01. Indebtedness. No Loan Party will, nor will it permit any of the Subsidiaries to, create, incur or suffer to exist any Indebtedness, except:

     (a) the Secured Obligations;

     (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness in accordance with paragraph (f) hereof;

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     (c) Indebtedness of any Borrower to any Subsidiary and of any Subsidiary to any Borrower or any other Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Borrower or any Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent;

     (d) Guarantees by any Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by any Borrower or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04(e) and (iii) Guarantees permitted under this paragraph (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary if, and on the same terms as, the Indebtedness so Guaranteed is subordinated to the Secured Obligations;

     (e) Indebtedness of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (i) such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this paragraph (e) shall not exceed $75,000,000 at any time outstanding;

     (f) Indebtedness which represents an extension, refinancing, replacement or renewal of any of the Indebtedness described in paragraphs (b), (e), (i), (j) and (k) hereof; provided that (i) the principal amount of such Indebtedness is not increased (except to the extent used to finance accrued interest and premiums (including tender or make-whole premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing, replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, replaced or renewed and (v) if the Indebtedness that is refinanced, replaced, renewed or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, replacement, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, replaced, renewed, or extended Indebtedness;

     (g) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

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     (h) Indebtedness of any Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business;

     (i) secured Indebtedness incurred in connection with the IP Secured Financing;

     (j) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this paragraph (j) shall not exceed $50,000,000 at any time outstanding;

     (k) other unsecured Indebtedness in an aggregate principal amount not exceeding $300,000,000 at any time outstanding;

     (l) Indebtedness arising out of leases incurred in connection with sale and leaseback transactions permitted by Section 6.06;

     (m) the Indebtedness of any joint venture, partnership or similar arrangement which would be consolidated with those of the Company in the Company’s consolidated financial statements in accordance with GAAP but of which not more than 50% of the equity or the ordinary voting power (or in the case of a partnership, not more than 50% of the general partnership interests) are, as of such date, owned, controlled or held by the Company or any of its consolidated Subsidiaries; and

     (n) Indebtedness of any Subsidiaries that are not Loan Parties; provided that the aggregate principal amount of Indebtedness permitted by this paragraph (n) shall not exceed $50,000,000 at any time outstanding.

     SECTION 6.02. Liens. No Loan Party will, nor will it permit any of the Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

     (a) Liens created pursuant to any Loan Document;

     (b) Permitted Encumbrances;

     (c) any Lien on any property or asset of any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

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     (d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by paragraph (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;

     (e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or any Subsidiary, including or as a result of merger or consolidation with any Borrower or any Subsidiary that is permitted pursuant to Section 6.03, or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, merger or consolidation or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except to the extent permitted by paragraph (f) of Section 6.01;

     (f) Liens (i) of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon or (ii) in favor of a banking institution arising as a matter of law, encumbering amounts credited to deposit or securities accounts (including the right of set-off) and which are within the general parameters customary in the banking industry;

     (g) Liens arising out of sale and leaseback transactions permitted by Section 6.06;

     (h) Liens on the registered intellectual property of the Borrowers pursuant to the IP Secured Financing;

     (i) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary;

     (j) Liens arising from precautionary UCC or PPSA financing statements, including in respect of any operating lease or disposition permitted by this Agreement;

     (k) 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 deposit accounts or other funds maintained with a creditor depositary institution;

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     (l) Liens granted to secure payment of the Indebtedness permitted pursuant to Section 6.01(f); provided that such Liens do not spread to cover any property or assets that were not originally secured by the Indebtedness being so refinanced; and

     (m) Liens not otherwise permitted by this Section 6.02 so long as (i) neither (A) the aggregate outstanding principal amount of the obligations secured thereby nor (B) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrowers and all Subsidiaries) $25,000,000 at any one time and (ii) any such Liens do not cover any Collateral.

Notwithstanding the foregoing, none of the Permitted Liens (other than nonconsensual Permitted Liens securing Indebtedness in an aggregate amount at any time not exceeding $5,000,000) may at any time attach to any Loan Party’s (1) Accounts, other than those permitted under paragraph (a) of the definition of “Permitted Encumbrances” and paragraph (a) and (g) above and (2) Inventory, other than those permitted under paragraphs (a) and (b) of the definition of “Permitted Encumbrances” and paragraph (a) above.

     SECTION 6.03. Fundamental Changes. (a) No Loan Party will, nor will it permit any of the Subsidiaries to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into or amalgamate with any Borrower in a transaction in which such Borrower is the surviving corporation, (ii) any Loan Party (other than a Borrower) may merge into or amalgamate with any Loan Party in a transaction in which the surviving entity is a Loan Party (iii) any Subsidiary may transfer its assets to a Loan Party and any Subsidiary which is not a Loan Party may transfer its assets to another Subsidiary that is not a Loan Party, (iv) any Borrower may merge with any other Borrower, (v) any Loan Party (other than a Borrower) may merge into or amalgamate with any other person if required to complete a Permitted Acquisition; (vi) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party and (vii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

          (b) No Loan Party will, nor will it permit any of the Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and the Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

     SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any of the Subsidiaries to, purchase, hold or acquire (including pursuant to any merger or amalgamation with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except:

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     (a) Permitted Investments, subject (as provided in the U.S. Security Agreement or the Canadian Security Agreement, as the case may be) to control agreements in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) or otherwise subject to a perfected security interest in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be);

     (b) Investments in existence on the date of this Agreement and described in Schedule 6.04;

     (c) Investments by the Borrowers and the Subsidiaries in Equity Interests in Persons that are (i) Loan Parties, (ii) Subsidiaries that are not Loan Parties and (iii) GRI and Rachel Roy IP Company LLC; provided that (A) any such Equity Interests held by a U.S. Loan Party shall be pledged pursuant to the U.S. Security Agreement (subject to the limitations applicable to Equity Interests of First-Tier Foreign Subsidiaries referred to in Section 5.14(b)(iv) and any such Equity Interests held by a Canadian Loan Party shall be pledged pursuant to the applicable Canadian Security Agreement) and (B) the aggregate amount of Investments made after the date hereof by Loan Parties in any Person described in clause (ii) or (iii) above (including intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed the sum of (1) (x) Investments existing on the Effective Date in GRI, Rachel Roy IP Company LLC and Subsidiaries that are not Loan Parties, (y) loans and advances existing on the Effective Date of the Loan Parties to Subsidiaries that are not Loan Parties and (z) Guarantees existing on the Effective Date by Loan Parties of the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties (in each case as set forth on Schedule 6.04) and (2) $30,000,000 (the “Investment Basket”) at any time outstanding (in each case determined without regard to any write-downs or write-offs);

     (d) loans or advances made by (i) any Borrower to any Subsidiary or any other Borrower and (ii) any Subsidiary to any Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, and (B) the amount of such loans and advances made after the Effective Date by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding Investments permitted under clause (B) to the proviso to Section 6.04(c) and made after the Effective Date and outstanding Guarantees permitted under the proviso to Section 6.04(e) and made after the Effective Date) shall not exceed the Investment Basket at any time outstanding (in each case determined without regard to any write-downs or write-offs);

     (e) Guarantees constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party after the Effective Date shall (together with outstanding Investments permitted under clause (B) to the proviso to Section 6.04(c) and made after the Effective Date and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and made after the Effective Date) shall not exceed the Investment Basket at any time outstanding (in each case determined without regard to any write-downs or write-offs);

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     (f) loans or advances by the Borrowers and the Subsidiaries to their employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $4,000,000 in the aggregate at any one time outstanding;

     (g) loans and advances to third party contractors in the ordinary course of business and consistent with past practices in an aggregate outstanding amount not to exceed at any time $2,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services);

     (h) subject to Sections 4.2(a) and 4.4 of the U.S. Security Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices;

     (i) Investments in the form of Swap Agreements permitted by Section 6.07;

     (j) Investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger;

     (k) Investments received in connection with the dispositions of assets permitted by Section 6.05;

     (l) Permitted Acquisitions; provided that both immediately before and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Permitted Acquisition is to occur shall be not less than 1.25 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (iii) Availability will not be less than 30% of the total Revolving Commitment as of the date such Permitted Acquisition is consummated and for the period of 60 consecutive days immediately preceding the consummation of such Permitted Acquisition after giving pro forma effect thereto;

     (m) Investments constituting deposits described in paragraphs (c) and (d) of the definition of the term “Permitted Encumbrances”;

     (n) Guarantees by the Borrower or any of the Subsidiaries of leases (other than Capital Lease Obligations) or of other obligations of the Borrower or any of its Subsidiaries that do not constitute Indebtedness, in each case entered into in the ordinary course of business that is consistent with past practice; and

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     (o) other Investments not otherwise permitted by this Section 6.04; provided that both immediately before and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Investment is to occur shall be not less than 1.25 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time), (iii) Availability will not be less than 30% of the total Revolving Commitment as of the date such Investment is consummated and for the period of 60 consecutive days immediately preceding the consummation of such Permitted Acquisition after giving pro forma effect thereto, and (iv) the aggregate amount of all Investments made pursuant to this paragraph (o) shall not exceed $50,000,000 in any fiscal year of the Borrower.

     SECTION 6.05. Asset Sales. No Loan Party will, nor will it permit any of the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except:

     (a) the sales, transfers, leases or dispositions of assets described in Schedule 6.05;

     (b) sales, transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business;

     (c) sales, transfers and dispositions to any Borrower or any Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall (i) be made in compliance with Section 6.09 and (ii) not have an aggregate fair market value, when added to the fair market value of all the assets sold, transferred or disposed of pursuant to paragraph (h) below, of more than $10,000,000 during any fiscal year of the Borrowers;

     (d) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;

     (e) sales, transfers and dispositions of Investments permitted by paragraphs (c)(ii), (h) and (i) of Section 6.04 and the proviso to Section 6.04(d);

     (f) sale and leaseback transactions permitted by Section 6.06;

     (g) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary;

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     (h) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other paragraph of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (h) and pursuant to paragraph (c) to Subsidiaries that are not Loan Parties shall not exceed $10,000,000 during any fiscal year of the Borrowers;

     (i) Restricted Payments permitted by Section 6.08; and

     (j) dispositions of cash and Permitted Investments in the ordinary course of business that is consistent with past practices;

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (c) (to the extent that the applicable transaction is solely among Loan Parties), (g) and (i) above) shall be made for fair value and for at least 75% cash consideration.

     SECTION 6.06. Sale and Leaseback Transactions. No Loan Party will, nor will it permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 120 days after such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.

     SECTION 6.07. Swap Agreements. No Loan Party will, nor will it permit any of the Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of any Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or Investment of any Borrower or any Subsidiary.

     SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) the Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company and any of its Subsidiaries in an aggregate amount not to exceed $2,000,000 during any fiscal year of the Company; provided that, both immediately before and immediately after giving effect to each such Restricted Payment, no Default or Event of Default shall have occurred and be continuing, and (iv) the Borrowers may make other Restricted Payments; provided that, (A) both immediately before the declaration of, and (other than the declaration of a dividend of a Loan Party that is a public company, which dividend shall be subject to a Reserve as provided in the definition thereof) immediately after giving effect to each such Restricted Payment, no Default or Event of Default shall have occurred and be continuing, and (B) at the time any Restricted Payment is declared (x) the Fixed Charge Coverage Ratio for the Test Period in effect at the time shall not be less than 1.25 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (y) Availability shall not be less than 30% of the total Revolving Commitment for the period of 60 consecutive days immediately preceding the date such Restricted Payment is declared after giving pro forma effect thereto.

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          (b) No Loan Party will, nor will it permit any of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:

     (i) payment of Indebtedness created under the Loan Documents;

     (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness (including the Existing Debt Securities that are maturing in November 2009), other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof or relating thereto; provided that (A) if, either immediately before or after giving effect to any such payment on the Existing Debt Securities any Default or Event of Default has occurred and is continuing, no such payment may be made in an amount exceeding the Existing Debt Securities Reserve and (B) no payment on any other Indebtedness shall be made if, either immediately before or after giving effect to any such payment, any Default or Event of Default has occurred and is continuing;

     (iii) refinancings, replacements and renewals of Indebtedness to the extent permitted by Section 6.01;

     (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

     (v) prepayment of the Existing Debt Securities that are maturing in November 2009 pursuant to the tender offer for such Existing Debt Securities; provided that both immediately before and after giving effect to such prepayment, (A) no Default or Event of Default shall have occurred and be continuing and (B) Availability plus cash on hand of the Loan Parties (which is reasonably identified to the satisfaction of the Joint Collateral Agents) is not less than $300,000,000; provided further, however, that such payment shall be made not later than 30 days after the Effective Date; and

     (vi) payment of intercompany Indebtedness in accordance with past practices arising in connection with cash management transactions in the ordinary course of business; provided that no such payment shall be made by a Loan Party to a Person that is not a Loan Party if immediately before or after giving effect thereto any Default or Event of Default has occurred and is continuing.

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     SECTION 6.09. Transactions with Affiliates. No Loan Party will, nor will it permit any of the Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrowers and other Loan Parties (including transfers of Inventory) and any Subsidiary that is a Loan Party not involving any other Affiliate, (c) any loans, advances, Guarantees or other Investments permitted by Sections 6.04(c), (d) or (e), (d) any Indebtedness permitted under Section 6.01(c), (d) or (e), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees of such Borrower or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrowers or their Subsidiaries in the ordinary course of business and (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and equity incentive and stock ownership plans approved by a Borrower’s board of directors.

     SECTION 6.10. Restrictive Agreements. No Loan Party will, nor will it permit any of the Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any of the Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets to secure the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions imposed on the Loan Parties existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to the IP Secured Financing to the extent approved by the Administrative Agent in accordance with such defined term, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided further that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or sale and leaseback transactions permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vi) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

     SECTION 6.11. Amendment of Material Documents. No Loan Party will, nor will it permit any of the Subsidiaries to, amend, modify or waive any of its rights under (a) agreement relating to any Subordinated Indebtedness, (b) its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documents or (c) the Indenture, any Open Account Agreement or the Existing Debt Securities to the extent any such amendment, modification or waiver would be materially adverse to the Lenders in any respect.

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     SECTION 6.12. Fixed Charge Coverage Ratio. During any Level 1 Minimum Availability Period, the Borrowers will not permit the Fixed Charge Coverage Ratio as at the last day of any Test Period to be less than 1.0 to 1.0.

     SECTION 6.13. Open Account Agreements. No Loan Party will, nor will it permit any of its Subsidiaries to, enter into any Other Open Account Agreement without the prior consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed. The aggregate amount of Open Account Obligations that are authorized to be outstanding at any time pursuant to the terms of any Open Account Agreement shall not exceed (a) in the case of Citibank Open Account Agreement, the Citibank Open Account Cap, and (b) in the case of any Other Open Account Agreement, the Open Account Other Cap with respect thereto as provided in the definition of “Open Account Other Cap.”

ARTICLE VII

Events of Default

     If any of the following events (“Events of Default”) shall occur:

     (a) any Borrower shall fail to pay (i) any principal of any Loan or any repayment or reimbursement obligation in respect of any LC Disbursement or (ii) any Open Account Obligation, in each case, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

     (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other Obligation (other than an amount referred to in paragraph (a) of this Article) payable pursuant to this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

     (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made;

     (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to a Loan Party’s existence), 5.08, 5.15 or 5.16 or in Article VI;

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     (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied for (i) during a Weekly Reporting Period, a period of one day after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01(g), (h) or (i), (ii) a period of five days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01 (other than Section 5.01(g), (h) or (i) during a Weekly Reporting Period), 5.02 (other than Section 5.02(a)), 5.03 through 5.07, 5.09, 5.10, 5.11 or 5.12 of this Agreement or (iii) a period of 15 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement;

     (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

     (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this paragraph (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any federal, state, provincial or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, interim receiver, trustee, custodian, sequestrator, monitor, administrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

     (i) any Loan Party or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition, proposal or notice of intention to file a proposal seeking liquidation, reorganization or other relief under any federal, state, provincial or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph (h) of this Article, (iii) apply for or consent to the appointment of a receiver, interim receiver, trustee, custodian, sequestrator, monitor, administrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

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     (j) any Loan Party or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

     (k) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against any Loan Party, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary to enforce any such judgment or any Loan Party or any Subsidiary shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;

     (l) (i)(A) an ERISA Event shall have occurred, (B) a trustee shall be appointed by a United States district court to administer any Pension Plan, (C) the PBGC shall institute proceedings to terminate any Pension Plan, (D) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner; or (E) any other event or condition shall occur or exist with respect to a Pension Plan; and in each case in paragraphs (A) through (E) above, such event or condition, together with all other such events or conditions, if any, could, in the opinion of the Required Lenders, reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; or (ii) a Pension Event shall occur which, in the Administrative Agent’s determination, constitutes grounds for the termination under any applicable law, of any Canadian Pension Plan or for the appointment by the appropriate Governmental Authority of a trustee for any Canadian Pension Plan, or if any Canadian Pension Plan shall be terminated or any such trustee shall be requested or appointed, or if a Loan Party or any of its Subsidiaries is in default with respect to payments to a Multiemployer Plan or Canadian Pension Plan resulting from their complete or partial withdrawal from such Canadian Pension Plan and any such event may reasonably be expected to have a Material Adverse Effect or any Lien arises (except for contribution amounts not yet due) in connection with any Canadian Pension Plan;

     (m) a Change in Control shall occur;

     (n) the occurrence of any “default”, under and as defined in the U.S. Security Agreement or the Canadian Security Agreement, or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;

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     (o) the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect;

     (p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; or

     (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);

then, and in every such event (other than an event with respect to the Borrowers described in paragraph (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately and (ii) declare the Loans and other Obligations then outstanding to be due and payable in whole (or in part, in which case any Obligations not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans and other Obligations so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to the Borrowers described in paragraph (h) or (i) of this Article, the Revolving Commitments shall automatically terminate and the principal of the Loans and other Obligations then outstanding, together with accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and the continuance of an Event of Default, the Administrative Agent or the Canadian Administrative Agent, may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to it under the Loan Documents or at law or equity, including all remedies provided under the UCC, the PPSA, the Civil Code of Quebec or any other legislation.

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ARTICLE VIII

The Administative Agent and Canadian Administrative Agent, Joint Collateral Agents; Other Agents

     SECTION 8.01. The Administrative Agent and the Canadian Administrative Agent. Each of the Lender Parties hereby irrevocably appoints each of the Administrative Agent and the Canadian Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent and the Canadian Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents and an intercreditor agreement in connection with the IP Secured Financing (as provided in the definition of such term in Section 1.01), and to exercise such powers as are delegated to the Administrative Agent and the Canadian Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

          Without limiting the powers of the Administrative Agent hereunder and under the other Loan Documents, each Lender Party and the Administrative Agent (in its sole capacity as the initial holder of the Bonds (as defined below)) hereby acknowledges and agrees that the Administrative Agent (or any successor thereto) shall, for the purposes of holding any security granted under the Loan Documents pursuant to the laws of the Province of Quebec to secure payment of debentures (or any similar instruments) issued by the Canadian Borrower or any other Loan Party (which debentures as amended, restated, replaced, modified or supplemented at any time, for purposes of this Section, shall be hereinafter referred to as the “Bonds”), be the holder of an irrevocable power of attorney (“fondé de pouvoir”) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lender Parties and holders of the Bonds. Each Lender Party and the Administrative Agent (solely in its capacity as the initial holder of the Bonds) hereby ratifies the appointment of and constitutes, to the extent necessary, the Administrative Agent as the holder of such irrevocable power of attorney (“fondé de pouvoir”) in order to hold hypothecs or other Liens granted by any one of the Loan Parties under the Loan Documents in the Province of Quebec to secure payment of the Bonds. Each assignee Lender Party and each assignee holder of Bonds shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (“fondé de pouvoir”) by execution of the relevant agreements relating to such assignment. The Administrative Agent agrees to act in such capacity. Furthermore, the Administrative Agent hereby agrees and each of the other Lender Parties hereby appoints the Administrative Agent to act in the capacity of the holder and depositary of the Bonds on its own behalf as Administrative Agent and for and on behalf and for the benefit of all present and future Lender Parties. Each assignee Lender Party shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as such holder and depositary of the Bonds by execution of the relevant agreements relating to such assignment. To the extent necessary, each Lender Party shall be deemed to confirm and ratify the appointments made under this Section by its execution of any the relevant Loan Document. The execution by the Administrative Agent prior to the date hereof of any document creating or evidencing any such hypothec or other Lien for the benefit of any of the Lender Parties is hereby ratified and confirmed.

          The parties hereto expressly waive the provisions and protection of Section 32 of An Act Respecting Special Powers of Legal Persons (Québec). The Administrative Agent may acquire and be the holder of the Bonds or other titles of indebtedness. Each of the parties hereto acknowledges and agrees that the Bonds constitute a title of indebtedness as such term is used in Article 2692 of the Civil Code of Quebec.

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     The bank serving as the Administrative Agent or the Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or the Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or the Canadian Administrative Agent hereunder.

     Neither the Administrative Agent nor the Canadian Administrative Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither the Administrative Agent nor the Canadian Administrative Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent and the Canadian Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent or the Canadian Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither the Administrative Agent nor the Canadian Administrative Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or Canadian Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent and the Canadian Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent or the Canadian Administrative Agent, as the case may be, shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent and the Canadian Administrative Agent by the Borrower Representative or a Lender Party, and the Administrative Agent and the Canadian Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth or in connection with any Loan Document, (v) the legality, the validity, enforceability, effectiveness, adequacy or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and the Canadian Administrative Agent, as the case may be.

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     The Administrative Agent and the Canadian Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine, correct and to have been authorized, signed or sent by the proper Person. The Administrative Agent and the Canadian Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent and the Canadian Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

     The Administrative Agent and the Canadian Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent or the Canadian Administrative Agent, as the case may be. The Administrative Agent, the Canadian Administrative Agent and any such sub-agent thereof may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent, the Canadian Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent and the Canadian Administrative Agent.

     Subject to the appointment and acceptance of a successor Administrative Agent and the Canadian Administrative Agent, as the case may be, as provided in this paragraph, the Administrative Agent and the Canadian Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor (which shall, in the case of the Canadian Administrative Agent only, be an Affiliate of the Administrative Agent acting through a branch or an office in Canada). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Canadian Administrative Agent, as the case may be, gives notice of its resignation, then the retiring Administrative Agent or Canadian Administrative Agent, as the case may be, may, on behalf of the Lender Parties, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank (which shall, in the case of the Canadian Administrative Agent only, be an Affiliate of the Administrative Agent acting through an office in Canada). Upon the acceptance of its appointment as Administrative Agent or Canadian Administrative Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring (or retired) Administrative Agent or Canadian Administrative Agent, as the case may be, and the retiring Administrative Agent or Canadian Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent and Canadian Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s or Canadian Administrative Agent’s resignation hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent or Canadian Administrative Agent as the case may be, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Canadian Administrative Agent as the case may be.

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          Each Lender Party acknowledges that it has, independently and without reliance upon the Administrative Agent, the Canadian Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender Party also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Canadian Administrative Agent or any other Lender Party and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

          The first time (and no subsequent time) that Availability on any date is less than $125,000,000, the Administrative Agent agrees to exercise its best efforts to give the Citibank Open Account Agent prompt notice of such event within one Business Day after the occurrence thereof; provided that the Administrative Agent shall not incur any liability for failing to deliver such notice.

      SECTION 8.02. The Joint Collateral Agents. Each of the Lender Parties hereby irrevocably appoints the Joint Collateral Agents as its agent hereunder and under the other Loan Documents and authorizes the Joint Collateral Agents to take such actions on its behalf and to exercise such powers as are delegated to the Joint Collateral Agents by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

          Each of the banks serving as a Joint Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not a Joint Collateral Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not a Joint Collateral Agent hereunder.

          The Joint Collateral Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Joint Collateral Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Joint Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers except as expressly set forth in this Agreement and (c) except as expressly set forth in the Loan Documents, neither Joint Collateral Agent shall have any duty to disclose, nor shall be liable for the failure to disclose, any information relating to any Loan Party or any of the Subsidiaries that is communicated to or obtained by any bank serving as a Joint Collateral Agent or any of its Affiliates in any capacity. Neither Joint Collateral Agent shall be liable for any action taken nor not taken by it in the absence of its own gross negligence or wilful misconduct. Neither Joint Collateral Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth or in connection with any Loan Document, (v) the legality, the validity, enforceability, effectiveness, adequacy or genuineness of any Loan Document or any other agreement, instrument or document, (vi) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Joint Collateral Agents.

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          The Joint Collateral Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine, correct and to have been authorized, signed or sent by the proper Person. The Joint Collateral Agents may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by them, in their Permitted Discretion, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

          The Joint Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by either Joint Collateral Agent. The Joint Collateral Agents and any such sub-agent may perform any and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Joint Collateral Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Joint Collateral Agents.

          Either or both Joint Collateral Agents may resign at any time by notifying the other Joint Collateral Agent, if any, the Administrative Agent, the Issuing Banks and the Borrower Representative. Upon any such resignation, the remaining Joint Collateral Agent (the “Sole Remaining Collateral Agent”) shall perform all of the functions of the Joint Collateral Agents, and the retiring Joint Collateral Agent shall be discharged from its duties and obligations hereunder. If both Joint Collateral Agents shall resign substantially simultaneously, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint one successor collateral agent, who shall be the sole successor collateral agent hereunder (the “Sole Successor Collateral Agent”). If a Sole Successor Collateral Agent has not been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after both Joint Collateral Agents have given their notice of such resignation, then the retiring Joint Collateral Agents may, on behalf of the Lender Parties, appoint a Sole Successor Collateral Agent which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Sole Successor Collateral Agent, such Person shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring (or retired) Joint Collateral Agents, and the retiring Joint Collateral Agent shall be discharged from the duties and obligations hereunder.

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          The fees payable by the Borrowers to the Sole Remaining Collateral Agent or Sole Successor Collateral Agent shall be the same as those payable to the Joint Collateral Agents unless otherwise agreed between the Borrowers and such Sole Remaining Collateral Agent or Sole Successor Collateral Agent, as the case may be. After any Joint Collateral Agent’s resignation hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Joint Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Joint Collateral Agent.

          Each Lender Party hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Joint Collateral Agents; (b) no Joint Collateral Agent (i) makes any representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Joint Collateral Agents undertake no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, and it will not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Joint Collateral Agents and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

     SECTION 8.03. Other Agents. The Joint Bookrunners, the Joint Lead Arrangers, the Syndication Agent and the Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

ARTICLE IX

Miscellaneous

     SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i)	if to any Loan Party, to the Borrower Representative at:
	Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018 Attention: Chief Financial Officer Telephone No.: (212) 703-9152 Telecopy No.: (212) 703-9154

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	with a copy to:
	Jones Apparel Group Canada, LP 388 Applewood Crescent Vaughan, Ontario L4K 4B4 Attention: Roger Flores Phone: (905) 760-6070 Fax: (905) 660-6777
(ii)	if to the Administrative Agent or the Swingline Lender, to:
	JPMorgan Chase Bank, N.A. 270 Park Avenue, 44th Floor NY1-K855 New York, NY 10017 Attention: Jones Apparel Account Officer Facsimile No: (646) 534-2270
(iii)	if to the Canadian Administrative Agent or the Canadian Swingline Lender, to:
	JPMorgan Chase Bank, N.A., Toronto Branch 200 Bay Street Royal Bank Plaza, Floor 18 Toronto M57 2J2 Canada Attention: Dan Howat Telecopy: (416) 981-2375

            (iv) if to any other Lender, any other Agent or any Issuing Bank, or any Open Account Agent or Open Account Bank, to it at its address or facsimile number set forth in its Administrative Questionnaire or in any other writing delivered by any such Person to the Administrative Agent.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient.

          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II, to compliance notices or to Event of Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent and the Canadian Administrative Agent, as the case may be, and the applicable Lender. The Administrative Agent or the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

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          (c) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

     SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any Lender Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lenders Parties, hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Lender Party may have had notice or knowledge of such Default at the time.

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          (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Canadian Administrative Agent (to the extent it is a party to such Loan Document) and each Loan Party that is a party thereto, with the consent of the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender, (B) reduce or forgive the principal amount of any Loan, LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby, (C) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, postpone the scheduled date of expiration of the Revolving Commitment, without the written consent of each Lender directly affected thereby, (D) increase the advance rates set forth in the definition of “Borrowing Base”, without the written consent of each Lender, (E) change the penultimate sentence of Section 2.08(a), the last sentence of Section 2.09(d), the third sentence of Section 2.18(a), Section 2.18(b) or Section 2.18(d) in a manner that would alter the manner or order in which payments are shared or change any provision requiring ratable funding, without the written consent of each Lender, (F) modify eligibility criteria, as such eligibility criteria are in effect on the Effective Date (including adding new categories of eligible assets or eliminating any category of the reserves), in any manner that has the effect of weakening or eliminating any applicable eligibility criteria or increasing the amounts available to be borrowed hereunder without the written consent of the Joint Collateral Agents and the Supermajority Lenders, (G) change any of the provisions of this Section or the definition of “Required Lenders”, “Joint Collateral Agents” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (H) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, (I) except as provided in paragraphs (c) and (d) of this Section or Section 6.01(i), release all or substantially all of the Collateral, without the written consent of each Lender, (J) change Section 2.10(b) or Section 2.11(f) without the written consent of each Lender, (K) increase the total Revolving Commitments to an aggregate amount exceeding $700,000,000 without the written consent of each Lender, (L) subordinate the Liens of the Administrative Agent, or with respect to any other Indebtedness of the Borrowers cause the Liens of the Administrative Agent to be pari passu with the Liens securing such other Indebtedness, in each case with respect to all or substantially all of the Collateral (other than the Liens securing the IP Secured Financing, the Indebtedness permitted to be incurred pursuant to Section 2.09(e) or other Indebtedness that is permitted to be outstanding pursuant to Section 6.01) without the written consent of each Lender, (M) subordinate the repayment of all or any substantial part of the Obligations to the repayment of any other Indebtedness without the written consent of each Lender, (N) modify (except as the following relates to the Citibank Open Account Agreement and related terms, which shall be subject to clause (O)) (x) the defined terms “Open Account Agent”, “Open Account Agreement”, “Open Account Bank”, “Open Account Other Cap”, “Open Account Obligations” and “Open Account Excess Obligations” or (y) Section 2.18(b) in a manner that would alter the manner or order in which payments are made to any Open Account Agent or any Open Account Bank, in each case without the written consent of the Required Lenders and the applicable Open Account Agent affected thereby, or (O) modify (x) the defined terms “Citibank Open Account Agent”, “Citibank Open Account Agreement”, “Citibank Open Account Bank”, “Citibank Open Account Cap”, “Citibank Open Account Obligations”, and “Open Account Excess Obligations” or (y) Section 2.18(b) in a manner that would alter the manner or order in which payments are made to the Citibank Open Account Agent or any Citibank Open Account Bank, in each case without the written consent of the Required Lenders and the Citibank Open Account Agent; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent, Swingline Lender or Issuing Bank without the prior written consent of such Agent, Swingline Lender or Issuing Bank. The Administrative Agent may also amend the Revolving Commitment Schedule to reflect assignments entered into pursuant to Section 9.04.

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          (c) The Lender Parties hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties or the Canadian Loan Parties, as the case may be, on any Collateral (i) upon the termination of all Revolving Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender Party, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII, (v) constituting registered intellectual property that will secure other Indebtedness as permitted by Section 6.01(i) or (vi) if such Liens were granted by any Loan Party with respect to which 100% of the Equity Interests have been sold in a transaction permitted by Section 6.05. Except as provided in the preceding sentence and in Section 9.02(b)(ii)(I), the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders. The Lender Parties hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Loan Guarantor from its obligation under its Loan Guaranty if 100% of the Equity Interests of such Loan Guarantor have been sold in a transaction permitted pursuant to Section 6.05. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In connection with any termination or release pursuant to this Section, the Administrative Agent shall reasonably promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release.

          (d) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of paragraph (b) of Section 9.04, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

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     SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Canadian Administrative Agent, the Joint Collateral Agents, the Joint Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of a single New York counsel for the Administrative Agent and such special and local counsel as the Administrative Agent and the Canadian Administrative Agent may deem appropriate in its good faith discretion, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Joint Collateral Agents in connection with the performance of their duties pursuant to the provisions of the Loan Documents and (iv) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made and Letters of Credit issued hereunder including all such reasonable out-of pocket expenses incurred in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

     (i) subject to Section 5.11, appraisals and insurance reviews;

     (ii) subject to Section 5.12, field examinations and the preparation of Reports based on the fees charged by a third party retained by the Joint Collateral Agents or the internally allocated fees for each Person employed by the Joint Collateral Agents with respect to each field examination;

     (iii) taxes, fees and other charges for (A) lien and title searches and title insurance and (B) recording the Collateral Documents, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;

     (iv) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and

     (v) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral.

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All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).

          (b) The Borrowers shall, jointly and severally, indemnify each Lender Party, and Related Party thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to any of the following, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby (other than the Open Account Agreements, the Swap Agreements and the agreements pursuant to which Banking Services are provided), the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby (other than transactions contemplated by the Open Account Agreements, the Swap Agreements and the Banking Services), (ii) any Loan or any Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of their Subsidiaries or (iv) the failure of the Borrowers to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

          (c) To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent, the Canadian Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent the Canadian Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that (i) the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such and (ii) if (A) all the Revolving Commitments have been terminated, (B) all the Secured Obligations (other than Unliquidated Obligations, Open Account Obligations, Banking Services Obligations and Swap Obligations) owing to all the Lender Parties have been paid in full in cash or, in the case of Letters of Credit, cash collateralized, subject to a back-up standby letter of credit or refinanced, in each case as provided in Section 2.09(b)(ii) (the date in which the events described in clauses (A) and (B) having occurred being the “Revolver Termination Date”), and (c) one or more of the Loan Documents continue to be effective for the sole purpose of the Collateral securing the Open Account Obligations, the Banking Services Obligations or the Swap Obligations, each Lender that ceases to be a Lender hereunder shall have no additional liability to the Administrative Agent or any other Lender Party or Loan Party with respect to events or circumstances occurring after the date it ceases to be a Lender hereunder; provided that, notwithstanding the foregoing, each such Lender shall, for the period prior to the time it ceases to be a Lender, have all the rights and be subject to the obligations as set forth in this Agreement and in the other Loan Documents.

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          (d) To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable promptly after written demand therefor.

          (f) Notwithstanding any other provision contained in this Agreement or any other Loan Document, no Open Account Bank, Open Account Agent or party to any Swap Agreement or agreement relating to Banking Services shall have any voting or consent rights under this Agreement or any other Loan Document (or any actions taken or omitted to be taken in connection therewith) in its capacity as obligee or obligor thereunder, except as provided in Section 9.02(b)(ii)(N) or (O); provided that any such Person’s rights or obligations in its capacity as a Lender under this Agreement or any other Loan Document shall be unaffected as a result of it acting as an Open Account Bank, Open Account Agent or party to any Swap Agreement or agreement relating to Banking Services. No Lender Party (solely in its capacity as a Lender Party) shall have any liability or responsibility of any kind whatsoever in respect of any matters arising out of or relating to any Open Account Agreement, Swap Agreement or agreement relating to Banking Services Obligations. To the extent that any Open Account Obligations, Banking Services Obligations or Swap Obligations are outstanding on the Revolver Termination Date (or there are any outstanding commitments with respect thereto), this Agreement and the other Loan Documents shall continue in order to provide security in the Collateral for such Secured Obligations on such terms as may be mutually agreed upon by the Company, the Administrative Agent and the applicable Open Account Banks, Open Account Agents and parties to the Swap Agreements or agreements relating to the Banking Services.

     SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

          (A) the Borrower Representative, provided that no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, any Approved Fund, a successor-in-interest to a Lender pursuant to a consolidation, sale or merger or, if any Default or Event of Default has occurred and is continuing, any other assignee;

          (B) the Administrative Agent; and

          (C) the Issuing Banks.

          (ii) Assignments shall be subject to the following additional conditions:

          (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or a successor-in-interest to a Lender pursuant to a consolidation, sale or merger or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment or Loans, the amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise consent; provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing;

          (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

          (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;

          (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and

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          (E) any assignments of all or a portion of a Lender’s Canadian Commitment or other rights and obligations under this Agreement relating to the Canadian Borrower shall be made to a Canadian Lender.

          For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning:

          “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

          (iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers and the Lender Parties, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Agents, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender or Issuing Bank, as the case may be, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d), 2.21(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

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          (c) (i) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Agents, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

          (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower Representative’s prior written consent. A Participant that would be a Lender that is not a U.S. Person if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower Representative is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.17(f) as though it were a Lender.

          (iii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the Revolving Commitment of, and principal amount of the Loans, LC Disbursements and Factoring Advances owing to each participant under the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.

          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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     SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Lender Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid, or any Letter of Credit is outstanding (unless the same has been cash collateralized in accordance with Section 2.06(k)) and so long as the Revolving Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Commitments or the termination of this Agreement or any provision hereof.

     SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or PDF transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

     SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

     SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or any Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

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     SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the laws of the State of New York, but giving effect to federal laws applicable to national banks; provided, however, that if the laws of any jurisdiction other than the State of New York shall govern in regard to the validity, perfection or effect of perfection of any Lien or in regard to procedural matters affecting enforcement of any Liens on all or any party of the Collateral, such laws of such other jurisdictions shall continue to apply to that extent, and provided further that the appointment of the Administrative Agent as fondé de pouvoir in accordance with Section 8.01 shall be governed by the laws of Quebec.

          (b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in the Borough of Manhattan, New York in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that claims with respect to Canadian Loan Documents may, as provided therein, also be tried in the courts of the Province of Ontario. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

          (c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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          (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

     SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

     SECTION 9.12. Confidentiality. Each of the Lender Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory or self-regulatory authority, (c) to the extent required by Requirement of Laws or by any subpoena or similar legal process (in which case each such Person agrees to promptly notify the Borrower Representative to the extent not prohibited by law), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations (and any such Person may disclose such Information to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential)), (g) with the written consent of the Borrower Representative, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Lender Party on a non-confidential basis from a source other than the Borrowers or their representatives which is not known by any such Person to be under a duty of confidentiality with respect to the Information or (i) subject to clause (d), in connection with a legal action related to this Agreement (in which case each Lender Party shall at the sole cost and expense of the Borrowers and if not adverse to its interests, use commercially reasonable efforts to seek confidential treatment of the Information). In addition, each Lender Party may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Lender Parties in connection with administration and management of this Agreement and the other Loan Documents. For the purposes of this Section, “Information” means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is available to any Lender Party on a non-confidential basis prior to disclosure by the Borrowers; provided that, in the case of information received from the Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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          EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

          ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

     SECTION 9.13. Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither any Issuing Bank nor Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.

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     SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Borrowers that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Patriot Act.

     SECTION 9.15. Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

     SECTION 9.16. Appointment for Perfection. Each Lender Party hereby appoints each other Lender Party as its agent for the purpose of perfecting Liens, for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be, in assets which, in accordance with Article 9 of the UCC, the PPSA, the Securities Transfer Act (Ontario) or any other applicable law can be perfected only by possession. Should any Lender Party (other than the Administrative Agent) obtain possession of any such Collateral, such Lender Party shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

     SECTION 9.17. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

     SECTION 9.18. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, the Administrative Agent could purchase in the New York foreign exchange market, the Original Currency with the Second Currency on the date two Business Days preceding that on which judgment is given. Each Loan Party agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date the Administrative Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Administrative Agent may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, each Loan Party agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Administrative Agent against such loss. The term “rate of exchange” in this Section 9.18 means the spot rate at which the Administrative Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.

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     SECTION 9.19. Canadian Anti-Money Laundering Legislation. (a) Each Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lender Parties may be required to obtain, verify and record information regarding the Borrowers and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Borrowers, and the transactions contemplated hereby. Each Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender Party or any prospective assignee or participant of a Lender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

          (b) If the Canadian Administrative Agent has ascertained the identity of any Borrower or any authorized signatories of the Borrower for the purposes of applicable AML Legislation, then the Canadian Administrative Agent:

     (i) shall be deemed to have done so as an agent for each Lender Party, and this Agreement shall constitute a “written agreement” in such regard between each Lender Party and the Canadian Administrative Agent within the meaning of the applicable AML Legislation; and

     (ii) shall provide to each Lender Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

          Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lender Parties agrees that neither the Canadian Administrative Agent nor any other Agent has any obligation to ascertain the identity of the Borrowers or any authorized signatories of the Borrowers on behalf of any Lender Party, or to confirm the completeness or accuracy of any information it obtains from any Borrower or any such authorized signatory in doing so.

     SECTION 9.20. Lender Loss Sharing Agreement.

     (a) Definitions. As used in this Section 9.20, the following terms shall have the following meanings:

     (i) “CAM” means the mechanism for the allocation and exchange of interests in the Loans, participations in Letters of Credit and collections thereunder established under Section 9.20(b).

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     (ii) “CAM Exchange” means the exchange of the U.S. Lenders’ interests and the Canadian Lenders’ interests provided for in Section 9.20(b).

     (iii) “CAM Exchange Date” means the first date after the Effective Date on which there shall occur (a) any event described in paragraphs (h) or (i) of Article VII with respect to any Borrower, or (b) an acceleration of Loans and termination of the Commitments pursuant to Article VII.

     (iv) “CAM Percentage” means as to each Lender, a fraction, (a) the numerator of which shall be the aggregate amount of such Lender’s Commitments immediately prior to the CAM Exchange Date and the termination of the Commitments, and (b) the denominator of which shall be the amount of the Commitments of all the Lenders immediately prior to the CAM Exchange Date and the termination of the Commitments.

     (v) “Designated Obligations” means all Obligations of the Borrowers with respect to (a) principal and interest under the Loans, (b) unreimbursed drawings under Letters of Credit and interest thereon and (c) fees under Section 2.12.

     (vi) “Revolver Facility” means the facility established under the U.S. Commitments and the Canadian Commitments.

     (b) CAM Exchange.

     (i) On the CAM Exchange Date,

          (A) the U.S. Commitments and the Canadian Commitments shall have terminated in accordance with Article VII;

          (B) each U.S. Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05 of this Agreement, and each Canadian Lender shall fund its participation in any outstanding Swingline Loans and Protective Advances in accordance with Section 2.04 and Section 2.05;

          (C) each U.S. Lender shall fund its participation in any unreimbursed LC Disbursements made under the U.S. Letters of Credit in accordance with Section 2.06(e), and each Canadian Lender shall fund its participation in any unreimbursed LC Disbursements made under the Canadian Letters of Credit in accordance with Section 2.06(e); and

          (D) the Lenders shall purchase in dollars at par Dollar Amount interests in the Designated Obligations under each Revolver Facility (and shall make payments in dollars to the Administrative Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse Issuing Banks for unreimbursed LC Disbursements under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Commitments and the Canadian Commitments in which it shall have participated immediately prior to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange.

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     (ii) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 9.20 hereby consents and agrees to the CAM Exchange. Each Borrower agrees from time to time to execute and deliver to the Lenders all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans under this Agreement to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Lender to deliver or accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

     (iii) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages.

     (iv) In the event that on or after the CAM Exchange Date, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by U.S. Borrowers or Canadian Borrower, if applicable, then each Lender shall promptly reimburse such Issuing Bank for its CAM Percentage of such unreimbursed payment in the Dollar Amount thereof.

          Notwithstanding any other provision of this Section 9.20, the Administrative Agent and each Lender agree that if the Administrative Agent or a Lender is required under applicable law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify the Administrative Agent or any Lender with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by the Administrative Agent or any Lender subject to such withholding to the Administrative Agent or any other Lender making such withholding and paying over such amounts, but without diminution of the rights of the Administrative Agent or such Lender subject to such withholding as against Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 9.20, having been paid to the Administrative Agent or such Lender with respect to which such withholding or deduction was made.

     SECTION 9.21. No Fiduciary Duty. Each Lender Party may have economic interests that conflict with those of any Loan Party and its Affiliates. The Loan Parties agree that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and any Loan Party and its Affiliates, on the other. The Loan Parties acknowledge and agree that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies thereunder) are arm’s-length commercial transactions between each Lender Party, on the one hand, and each Loan Party, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Loan Party and its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Loan Party or any of its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (ii) each Lender Party is acting solely as principal and not as the agent or fiduciary of each Loan Party, its management, stockholders, creditors or any Affiliates thereof. Each Loan Party acknowledges and agrees that each Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the transactions contemplated by the Loan Documents and the process leading thereto. Each Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Borrower, in connection with the transaction contemplated by the Loan Documents or the process leading thereto.

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ARTICLE X

Loan Guaranty of US. Obligations

     SECTION 10.01. Guaranty. Each U.S. Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lender Parties the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (the “Guaranteed Obligations”). Each U.S. Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender Party that extended any portion of the Guaranteed Obligations.

     SECTION 10.02. Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each U.S. Loan Guarantor waives any right to require any Lender Party to sue any Borrower, any other U.S. Loan Guarantor, any other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

     SECTION 10.03. No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein, the obligations of each U.S. Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other rights which any U.S. Loan Guarantor may have at any time against any Obligated Party, any Lender Party, or any other Person, whether in connection herewith or in any unrelated transactions, or (v) any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed obligation.

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          (b) The obligations of each U.S. Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

          (c) Further, the obligations of any U.S. Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any Lender Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by any Lender Party with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such U.S. Loan Guarantor or that would otherwise operate as a discharge of any U.S. Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

     SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable law, each U.S. Loan Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any U.S. Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any U.S. Loan Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each U.S. Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any Obligated Party or any other Person. The Administrative Agent may, at its election, following the occurrence of an Event of Default, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such U.S. Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each U.S. Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any U.S. Loan Guarantor against any Obligated Party or any security.

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     SECTION 10.05. Rights of Subrogation. No U.S. Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the U.S. Loan Guarantors have fully performed all their obligations to the Lender Parties and no Obligation is outstanding.

     SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each U.S. Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Lenders Parties are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the U.S. Loan Guarantors forthwith on demand by the Lender Parties.

     SECTION 10.07. Information. Each U.S. Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each U.S. Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that no Lender Party shall have any duty to advise any U.S. Loan Guarantor of information known to it regarding those circumstances or risks.

     SECTION 10.08. Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any U.S. Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such U.S. Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the U.S. Loan Guarantors or the Lender Parties, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant U.S. Loan Guarantor’s “Maximum Liability”). This Section with respect to the Maximum Liability of each U.S. Loan Guarantor is intended solely to preserve the rights of the Lender Parties to the maximum extent not subject to avoidance under applicable law, and no U.S. Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any U.S. Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each U.S. Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each U.S. Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lender Parties hereunder; provided that nothing in this sentence shall be construed to increase any U.S. Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

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     SECTION 10.09. Contribution. In the event any U.S. Loan Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other U.S. Loan Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor’s “Applicable Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all U.S. Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any U.S. Loan Guarantor, the aggregate amount of all monies received by such U.S. Loan Guarantors from the Borrowers after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any U.S. Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such U.S. Loan Guarantor’s Maximum Liability). Each of the U.S. Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Lender Parties and the U.S. Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

     SECTION 10.10. Liability Cumulative. The liability of each Loan Party as a U.S. Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Lenders Parties under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

     SECTION 10.11. Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) the successful operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.

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ARTICLE XI

The Borrower Representative

     SECTION 11.01. Appointment; Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower; provided that, in the case of a Revolving Loan, such amount shall not exceed such Borrower’s Availability. None of the Lender Parties, respective officers, directors, agents or employees shall be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.

     SECTION 11.02. Powers. The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders Parties to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.

     SECTION 11.03. Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other Loan Document by or through authorized officers.

     SECTION 11.04. Notices. Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default hereunder referring to this Agreement describing such Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the other Lender Parties. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.

     SECTION 11.05. Successor Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lender Parties.

158

     SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Lender Parties the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

     SECTION 11.07. Reporting. Each Borrower hereby agrees that such Borrower shall furnish promptly after each fiscal month to the Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificates required pursuant to the provisions of this Agreement.

159

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWERS: JONES APPAREL GROUP, INC., a Pennsylvania corporation JONES APPAREL GROUP HOLDINGS, INC., a Delaware corporation JONES APPAREL GROUP USA, INC., a Delaware corporation JONES RETAIL CORPORATION, a New Jersey corporation NINE WEST FOOTWEAR CORPORATION, a Delaware corporation JONES INVESTMENT CO. INC., a Delaware corporation NINE WEST DEVELOPMENT CORPORATION, a Delaware corporation
By	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	In his capacity as officer for each aforenamed Borrower as set forth opposite such Borrower on Schedule I attached hereto

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-1

ENERGIE KNITWEAR, INC., a Delaware corporation JONES JEANSWEAR GROUP, INC., a New York corporation L.E.I. GROUP, INC., a Delaware corporation
By	/s/ Tami Fersko
	Name:	Tami Fersko
	In her capacity as officer for each aforenamed Borrower as set forth opposite such Borrower on Schedule I attached hereto

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-2

VICTORIA + Co LTD., a Rhode Island corporation
By	/s/ Thomas Murray
	Name:	Thomas Murray
	In his capacity as officer for each aforenamed Borrower as set forth opposite such Borrower on Schedule I attached hereto

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-3

JONES APPAREL GROUP CANADA, LP, an Ontario Limited Partnership
By:	JONES CANADA, INC., its General Partner
By	/s/ Roger Flores
	Name:	Roger Flores
	In his capacity as officer for each aforenamed Borrower as set forth opposite such Borrower on Schedule I attached hereto

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-4

LOAN GUARANTORS: APPAREL TESTING SERVICES, INC., a New Jersey corporation JONES DISTRIBUTION CORPORATION, a Delaware corporation JONES MANAGEMENT SERVICE COMPANY, a Delaware corporation JONES HOLDING, INC., a Delaware corporation
By	/s/ Joseph T. Donnalley
	Name: Joseph T. Donnalley In his capacity as officer for each aforenamed Guarantor as set forth opposite such Guarantor on Schedule I attached hereto

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-5

JPMORGAN CHASE BANK, N.A., as U.S. Lender, Issuing Bank, Administrative Agent, Joint Collateral Agent, U.S. Swingline Lender, Chase Open Account Agent and Chase Open Account Bank
By	/s/ Susanna Profis
	Name:	Susanna Profis
	Title:	Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-6

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Lender, Issuing Bank, Canadian Administrative Agent, Canadian Swingline Lender and Chase Open Account Bank
By	/s/ Dan Howat
	Name:	Dan Howat
	Title:	Senior Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-7

GENERAL ELECTRIC CAPITAL CORPORATION, as Lender and Joint Collateral Agent
By	/s/ Philip F. Carfora
	Name:	Philip F. Carfora
	Title:	Duly Authorized Signatory

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-8

CITIBANK, N.A., as Lender and Syndication Agent
By	/s/ Thomas M. Halsch
	Name:	Thomas M. Halsch
	Title:	Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-9

BANK OF AMERICA, N.A., as Lender and Documentation Agent
By	/s/ David Vega
	Name:	David Vega
	Title:	Managing Director
BANK OF AMERICA, NATIONAL ASSOCIATION, as Canadian Lender
By	/s/ Medina Sales de Andrade
	Name:	Medina Sales de Andrade
	Title:	Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-10

WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender, Issuing Bank and Documentation Agent
By	/s/ Irene Rosen Marks
	Name:	Irene Rosen Marks
	Title:	Managing Director

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-11

SUNTRUST BANK, as Lender and Documentation Agent
By	/s/ William L Otott Jr.
	Name:	William L Otott Jr.
	Title:	Director

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-12

CIT BANK, as Lender
By	/s/ Benjamin Haslam
	Name:	Benjamin Haslam
	Title:	Authorized Signatory

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-13

PNC BANK, as Lender
By	/s/ Diane M. Shaak
	Name:	Diane M. Shaak
	Title:	Senior Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-14

US BANK NATIONAL ASSOCIATION, as Lender
By	/s/ Jeffrey S. Gruender
	Name:	Jeffrey S. Gruender
	Title:	Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-15

CAPITAL ONE LEVERAGE FINANCE CORP., as Lender
By	/s/ Paul Dellova
	Name:	Paul Dellova
	Title:	SVP & Manager - Syndicated Bank Loans

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-16

GOLDMAN SACHS LENDING PARTNERS LLC, as Lender
By	/s/ Mark Walton
	Name:	Mark Walton
	Title:	Authorized Signatory

[SIGNATURE PAGE TO CREDIT AGREEMENT]

S-17

COMMITMENT SCHEDULE

	U.S.			Canadian		Revolving
U.S. Lender	Commitment		Canadian Lender	Commitment		Commitment
JPMorgan Chase Bank, N.A.	$	90,000,000	JPMorgan Chase Bank, N.A., Toronto Branch	$	4,972,376	$	90,000,000
Citibank, N.A.	$	90,000,000		$	4,972,376	$	90,000,000
Bank of America, N.A.	$	87,500,000	Bank of America, N.A. (acting through its Canada Branch)	$	4,834,254	$	87,500,000
Wachovia Bank, National Association	$	87,500,000		$	4,834,254	$	87,500,000
SunTrust Bank	$	87,500,000		$	0	$	87,500,000
General Electric Capital Corporation	$	87,500,000		$	4,834,254	$	87,500,000
CIT Bank	$	45,000,000		$	0	$	45,000,000
PNC Bank, National Association	$	25,000,000		$	0	$	25,000,000
US Bank National Association	$	25,000,000		$	0	$	25,000,000
Capital One Leverage Finance Corp.	$	15,000,000		$	0	$	15,000,000
Goldman Sachs Lending Partners LLC	$	10,000,000		$	552,486	$	10,000,000
Total	$	650,000,000		$	25,000,000	$	650,000,000

1

SCHEDULE I

	FINANCIAL OFFICER
BORROWER/LOAN GUARANTOR	NAME & TITLE
JONES APPAREL GROUP USA, INC.	Joseph Donnalley
	Treasurer
JONES APPAREL GROUP, INC.	Joseph Donnalley
	Treasurer and Senior Vice
	President, Corporate
	Taxation and Risk
	Management
JONES APPAREL GROUP HOLDINGS, INC.	Joseph Donnalley
	Treasurer
JONES RETAIL CORPORATION	Joseph Donnalley
	Vice President and
	Treasurer
NINE WEST FOOTWEAR CORPORATION	Joseph Donnalley
	Treasurer
ENERGIE KNITWEAR, INC.	Tami Fersko
	Vice President and
	Treasurer
JONES INVESTMENT CO. INC.	Joseph Donnalley
	Vice President/Finance,
	Treasurer and Assistant
	Secretary
JONES JEANSWEAR GROUP, INC.	Tami Fersko
	Vice President and
	Treasurer
L.E.I. GROUP, INC.	Tami Fersko
	Vice President and
	Treasurer
NINE WEST DEVELOPMENT CORPORATION	Joseph Donnalley
	Vice President/Finance,
	Treasurer and Assistant
	Secretary

	FINANCIAL OFFICER
BORROWER/LOAN GUARANTOR	NAME & TITLE
VICTORIA + CO LTD.	Thomas Murray
	Senior Executive Vice
	President, Chief Financial
	Officer, Treasurer and
	Secretary
APPAREL TESTING SERVICES, INC.	Joseph Donnalley
	Treasurer and Assistant
	Secretary
JONES DISTRIBUTION CORPORATION	Joseph Donnalley
	Vice President & Treasurer
JONES MANAGEMENT SERVICE COMPANY	Joseph Donnalley
	Vice President/Finance
	Treasurer and Assistant
	Secretary
JONES HOLDING, INC.	Joseph Donnalley
	Vice President and Treasurer

Schedule 2.06(1)

Existing Letters of Credit

Imports Outstanding Liability: By Bank Reference	12 May 2009
Jones Apparel AKA Norton McNaughton of S	12:31 PM

				Issue	Expiry	Outstanding	Outstanding
Norton Reference	Bank Reference	Beneficiary Name	Beneficiary Country	Date	Date	LiabilityAmount	Liability USD
DOJI00014060LEI	TD605500139330-8	TAIWAN JULONG CO., LTD.	TAIWAN	07 Jan 2009	18 May 2009	1,694,328.86 USD		1,694,328.86
DOJI00024061LEI	TD605500139331-9	EZ. CO., LTD.	TAIWAN	07 Jan 2009	04 May 2009	75,139.29 USD		75,139.29
DOJIME0010MEGFBM	TD605500139347-9	MEGA TEXTILE S.A.E.	EGYPT	15 Jan 2009	29 Apr 2009	167,907.60 USD		167,907.60
DOJI00084080EN	TD605500139353-9	HAIYANG/QINGHONG/GARMENT CO., LTD.	CHINA	22 Jan 2009	15 Jun 2009	58,305.60 USD		58,305.60
DOJI00104090EN	TD605500139356-9	CHINA BLOOM ASIA LTD	HONG KONG	29 Jan 2009	04 May 2009	40,165.39 USD		40,165.39
DOJI00114091EN	TD605500139357-9	PROFIT UP GARMENT LTD	HONG KONG	29 Jan 2009	04 May 2009	19,196.84 USD		19,196.84
Selection Criteria:						Grand Total:		2,055,043.58

Page 1 of 1 ILCLIBBK.RPT

Outstanding Report — Import LC	Report as of 11-May-09
	Page 1 of 1

Customer	Total Items	Total Amount (USD Eqv)
JONES APPAREL GROUP USA, INC	1	7,080.24
	1	7,080.24

JONES APPAREL GROUP USA, INC

Total Items: 1

Total Outstanding Amount (USD Equivalent) : 7,080.24

CAR Ref	Customer Ref	Curr	Outstanding Balance		USD Eqv		Issue Date	Expiry Date	Tenor	Beneficiary	Ben Country
TD605500139336-9	DOJIME0002MAG291	USD		7,080.24		7,080.24	15-Jan-09	21-Mar-09	0	MAGSONS EXPORTS	lNDIA

May 12, 2009

JONES APPAREL GROUP USA INC
Letters of Credit Outstanding
By Applicant and Bank Reference Number

Reference Numbers
JP Morgan	JONESAPP		Open	Expiry	Latest				Outstanding
Reference	Reference	Beneficiary Name	Date	Date	Ship Date	Curr	Outstanding		USD Equivalent
JONES APPAREL GROUP CANADA INC.
I1HI-525002	0093JG90443	TRIPLE A APPAREL LTD.	04/06/09	04/30/09		USD		12,782.70		12,782.70
I1HI-525003	0094JG90457	LUNG KAE GARMENT CO	04/06/09	05/15/09		USD		10,567.31		10,567.31
I1HI-525004	0095JG90456	DO DO FASHION LTD	04/06/09	05/04/09		USD		12,354.88		12,354.88
I1HI-525054	0096TRICH174	TRISTATE TRADING LIMITED-MAC COM	04/08/09	05/16/09		USD		1,288.47		1,288.47
I1HI-525055	0097YY0902	HONGKONG ORIENTAL YEYANG INTL LTD	04/08/09	06/16/09		USD		358,751.99		358,751.99
I1HI-525192	099TRIVN143	TRISTATE TRADING LIMITED-MACAO COM	04/15/09	05/16/09		USD		23,803.58		23,803.58
I1HI-525336	0104JG90484	TAl KEI KNITTERS LTD.	04/29/09	06/03/09		USD		64,340.26		64,340.26
I1HI-525338	0102TRIVN144	TRISTATE TRADING LIMITED-MACAO COM	04/23/09	05/16/09		USD		25,859.34		25,859.34
I1HI-525340	0101JG90465	LUNG KAE GARMENT CO	04/23/09	05/30/09		USD		17,365.11		17,365.11
I1HI-525557	0107TRICH175	TRISTATE TRADING LIMITED-MACAO COM	04/30/09	05/22/09		USD		36,134.99		36,134.99
I1HI-525606	0110JG90483	PAK TAK KNITTING AND GARMENT	05/01/09	06/03/09		USD		44,999.05		44,999.05
I1HI-525607	0111JG90482	UNITEX FASHION (KNITWEAR) LIMITED	05/01/09	06/03/09		USD		21,433.04		21,433.04
I1HI-525613	0113JK90475	YEE TUNG GARMENT COMPANY LTD	05/07/09	06/17/09		USD		16,501.57		16,501.57
I1HI-525694	0116JK90499	FORTUNE MINT LIMITED	05/06/09	06/17/09		USD		33,926.26		33,926.26
I1HI-525695	0117LCPW00002	CHINAMINE TRADING LTD	05/07/09	06/06/09		USD		47,180.07		47,180.07
I1HI-525699	0119HF00809	HIGH FASHION GARMENTS CO. LTD.	05/11/09	07/03/09		USD		45,905.09		45,905.09
I1HI-525780	01209F5601C	SEJEE COMPANY LTD.	05/11/09	06/15/09		USD		14,625.87		14,625.87
I1HI-525782	0122JG90494	YEE TUNG GARMENT COMPANY LTD	05/11/09	06/20/09		USD		26,757.24		26,757.24
I1HI-525783	0123JG90504	RGM GARMENT CO., LTD.	05/11/09	06/13/09		USD		16,013.28		16,013.28
I1HI-525784	0124JG90480	FORNTON KNITTING CO LTD	05/11/09	06/24/09		USD		22,048.59		22,048.59
I1HI-525785	0125JK90512	FORTUNE MINT LIMITED	05/11/09	06/24/09		USD		28,165.13		28,165.13
I1HI-525786	0126JG90485	FASTWELL KNITWEAR MANUFACTURING	05/11/09	06/03/09		USD		10,503.99		10,503.99
I1HI-525787	0127JG90490	TAl KEI KNITTERS LTD	05/11/09	06/20/09		USD		64,470.38		64,470.38

Trade Channel Date Format: MM/DD/YY Page 1 of 6

May 12, 2009

JONES APPAREL GROUP USA INC
Letters of Credit Outstanding
By Applicant and Bank Reference Number

Reference Numbers
JP Morgan	JONESAPP		Open	Expiry	Latest				Outstanding
Reference	Reference	Beneficiary Name	Date	Date	Ship Date	Curr	Outstanding		USD Equivalent
I1HI-574469	0060JG90161	TRIPLE A APPAREL LTD.	01/27/09	05/20/09		USD		20,048.90		20,048.90
I1HI-575329	0074HF00409	HIGH FASHION GARMENTS CO. LTD.	03/18/09	05/09/09		USD		10,292.52		10,292.52
I1HI-575330	0073HF00309	HIGH FASHION GARMENTS CO. LTD.	03/16/09	05/15/09		USD		4,583.23		4,583.23
I1HI-575416	0080JK90426	WINNER WAY INDUSTRIAL LTD.	03/18/09	04/29/09		USD		1,493.09		1,493.09
I1HI-575429	0081JG90427	JAZZING KNITTING CO., LTD	03/18/09	04/29/09		USD		11,562.43		11,562.43
I1HI-575497	00859S563740	SEJEE COMPANY LTD.	03/20/09	05/05/09		USD		524.57		524.57
I1HI-575654	0089HF00409A	HIGH FASHION GARMENTS CO. LTD.	03/27/09	05/15/09		USD		17,765.72		17,765.72
I1HI-575779	0091LCIJ01	INJAE TRADING COMPANY	04/02/09	05/28/09		USD		1,941.01		1,941.01
IITI-525173	0098EPIC696C	EPIC DESIGNERS VIETNAM LTD.	04/15/09	06/07/09		USD		67,538.99		67,538.99
IITI-525195	0100JG90449	BURl CO., LTD	04/16/09	07/11/09		USD		15,442.11		15,442.11
IITI-525337	0105JG90481	TONGLU PUDE GARMENTS CO	04/30/09	06/03/09		USD		17,029.52		17,029.52
IITI-525556	0106JK90477	NANTONG ZHONG YING FASHION PRODUCT	04/30/09	07/14/09		USD		22,540.33		22,540.33
IITI-525564	0108KT042209	KEN TRADING	05/01/09	06/14/09		USD		20,690.67		20,690.67
IITI-525565	0109JG90473	BURl CO., LTD	05/01/09	07/03/09		USD		21,785.91		21,785.91
IITI-525612	0112JG90495	L AND A GROUP OF COMPANIES LTD	05/01/09	06/13/09		USD		544,567.55		544,567.55
IITI-525690	0114JG90496	JIANGSU ZHONGJIN INVESTING DEV CO	05/07/09	06/12/09		USD		25,206.15		25,206.15
IITI-525691	0115JG90497	JIANGSU ZHONGJIN INVESTING DEV CO	05/07/09	06/09/09		USD		12,439.69		12,439.69
IITI-525698	0118EPIC718C	EPIC DESIGNERS VIETNAM LTD.	05/07/09	07/16/09		USD		55,085.29		55,085.29
IITI-525788	0128JG90495	L AND A GROUP OF COMPANIES LTD	05/11/09	06/20/09		USD		681,321.81		681,321.81
IITI-574370	0051JG90064	NANTONG ZHONG YING FASHION PRODUCT	01/21/09	03/05/09		USD		7,844.15		7,844.15
IITI-575376	0079AG17ASU09	APPAREL MERCHANDISING CO.,	03/16/09	05/07/09		USD		36,436.53		36,436.53
IITI-575498	0086AKSO310	HYUNJIN APPAREL CO. LTD.	03/20/09	04/26/09		USD		26,909.02		26,909.02
IITI-575754	0090EPIC703C	EPIC DESIGNERS VIETNAM LTD.	04/02/09	05/13/09		USD		903.82		903.82

Trade Channel Date Format: MM/DD/YY Page 2 of 6

May 12, 2009

JONES APPAREL GROUP USA INC
Letters of Credit Outstanding
By Applicant and Bank Reference Number

Reference Numbers
JP Morgan	JONESAPP		Open	Expiry	Latest				Outstanding
Reference	Reference	Beneficiary Name	Date	Date	Ship Date	Curr	Outstanding		USD Equivalent
IITI-575780	0092JG90381	SUY CO LTD	04/02/09	04/29/09		USD		12,877.20		12,877.20
TITI-573554	0673YM1204C	HYUNJIN APPAREL CO. LTD.	12/12/08	05/11/09		USD		47,443.66		47,443.66
							USD Total:			2,640,052.06
Jones Jeanswear Group, Inc.
I1HI-525250	0115MELC115	GLORY ON INTERNATIONAL LTD.	04/20/09	07/05/09		USD		30,894.95		30,894.95
I1HI-525297	01194168LEI	CHINA BLOOM ASIA LTD	04/22/09	05/26/09		USD		582,384.66		582,384.66
I1HI-525789	01234177LEI	PROFIT UP GARMENT LTD	05/11/09	06/23/09		USD		1,747,547.77		1,747,547.77
I1HI-574476	00414085LEI	FORTUNELY INTERNATIONAL LTD	01/29/09	05/11/09		USD		29,028.95		29,028.95
I1HI-574478	00434095LEI	GARTEX KNITTING FACTORY LTD	01/27/09	05/25/09		USD		981,176.27		981,176.27
I1HI-574500	00874127EN	GRANDBLESS HK LTD	03/05/09	05/18/09		USD		66,661.51		66,661.51
I1HI-574541	00474096LEI	WORLD GRACE HONG KONG LIMITED	01/30/09	05/22/09		USD		1,349,188.20		1,349,188.20
I1HI-574542	00484097LEI	FLOURISHING INTERNATIONAL TRADING	01/30/09	05/25/09		USD		1,245,862.08		1,245,862.08
I1HI-574662	00634081EN	WORLD GRACE HONG KONG LIMITED	02/09/09	06/26/09		USD		265,816.51		265,816.51
I1HI-574663	00644099EN	GARTEX KNITTING FACTORY LTD	02/09/09	06/30/09		USD		996,459.80		996,459.80
I1HI-574805	00744108EN	PROFIT UP GARMENT LTD	02/17/09	09/07/09		USD		1,396,657.93		1,396,657.93
I1HI-574806	00754118EN	WORLD GRACE HONG KONG LIMITED	02/17/09	07/13/09		USD		147,884.88		147,884.88
I1HI-574871	00764119EN	GLOBAL SOURCING LIMITED	02/19/09	06/23/09		USD		149,415.28		149,415.28
I1HI-574872	00774111EN	GRANDBLESS HK LTD	02/18/09	05/11/09		USD		12,454.94		12,454.94
I1HI-574874	00794110EN	CHINA BLOOM ASIA LTD	02/19/09	09/07/09		USD		2,327,131.17		2,327,131.17
I1HI-574877	00804109EN	PROFIT UP GARMENT LTD	02/19/09	07/21/09		USD		2,326,320.81		2,326,320.81
I1HI-574878	00814112EN	PROFIT COME GARMENT LTD	02/19/09	07/13/09		USD		114,167.29		114,167.29
I1HI-574879	00824115EN	GARTEX KNITTING FACTORY LTD	02/19/09	07/07/09		USD		434,003.70		434,003.70
I1HI-574880	00834116EN	MORE UNION CO LTD	02/19/09	07/06/09		USD		315,885.90		315,885.90
I1HI-575235	00894132EN	KEEN LOYAL LTD	03/09/09	07/10/09		USD		194,094.80		194,094.80

Trade Channel Date Format: MM/DD/YY Page 3 of 6

May 12, 2009

JONES APPAREL GROUP USA INC
Letters of Credit Outstanding
By Applicant and Bank Reference Number

Reference Numbers
JP Morgan	JONESAPP		Open	Expiry	Latest			Outstanding
Reference	Reference	Beneficiary Name	Date	Date	Ship Date	Curr	Outstanding	USD Equivalent
I1HI-575236	00904130LEI	CASUAL TIME LTD	03/09/09	05/26/09		USD	702,924.28		702,924.28
I1HI-575249	00914131EN	CASUAL TIME LTD	03/09/09	07/13/09	06/28/09	USD	170,978.48		170,978.48
I1HI-575415	00954135LEI	GARTEX KNITTING FACTORY LTD	03/17/09	05/18/09		USD	765,026.46		765,026.46
I1HI-575434	00984107EN	MAU WING INDUSTRIAL LIMITED	03/20/09	07/15/09		USD	127,010.12		127,010.12
I1HI-575679	01064148LEI	KEEN LOYAL LTD	04/01/09	07/10/09		USD	2,133,293.68		2,133,293.68
IITI-525005	01094147EN	ORCHID SWEATER LIMITED	04/06/09	06/13/09		USD	64,469.76		64,469.76
IITI-525090	0110MESTX0032	PT SRI REJEKI ISMAN	04/09/09	05/10/09		USD	12,653.55		12,653.55
IITI-525172	0112GV1	JEANS PLUS LIMITED	04/13/09	06/15/09		USD	61,096.14		61,096.14
IITI-525193	0113MEKINGS41009	KINGS APPAREL INDUSTRIES (PVT) LTD	04/15/09	05/15/09		USD	21,807.45		21,807.45
IITI-525194	0114AMAJONESLEI0409	ALI MURTAZA ASSOCIATES (PVT) LTD	04/15/09	06/04/09		USD	21,523.32		21,523.32
IITI-525251	0116GV1	SILVER ENTERPRISES CO., LTD	04/16/09	06/14/09		USD	48,414.87		48,414.87
IITI-525296	01174164EN	DENG LOONG INDUSTRIAL CO LTD	04/20/09	07/15/09		USD	38,059.53		38,059.53
IITI-525339	0120GV1	NISHAT APPAREL LTD	04/24/09	05/13/09		USD	298,416.51		298,416.51
IITI-525341	0118GV1	JEANS PLUS LIMITED	04/21/09	07/15/09		USD	681,312.30		681,312.30
IITI-525608	01214170EN	YU JIAN INDUSTRY CO LTD	05/01/09	07/30/09		USD	157,444.77		157,444.77
IITI-525609	0122GV1	WELSON TRADING LIMITED	05/01/09	08/20/09		USD	422,887.19		422,887.19
IITI-525796	0124GV1	CLASSIC FASHION APPAREL	05/11/09	07/03/09		USD	1,550,621.60		1,550,621.60
IITI-574363	0036GV1	M/S RAJBY INDUSTRIES	01/21/09	03/18/09		USD	73,284.62		73,284.62
IITI-574479	0044GV1	PT SAINATH INDUSTRIES	01/27/09	03/10/09		USD	75,832.29		75,832.29
IITI-574558	0054GV1	IVORY GARMENTS FACTORY LLC	02/03/09	03/13/09		USD	18,573.29		18,573.29
IITI-574625	0058GV1	THIRD DIMENSION APPAREL LLC	02/04/09	05/29/09		USD	125,778.79		125,778.79
IITI-574626	0059GV1	AFRICA APPARELS EPZ LTD	02/05/09	03/03/09		USD	513,498.13		513,498.13
IITI-574661	00624094EN	HAIYANG MINHE GARMENTS CO LTD	02/09/09	08/14/09		USD	158,495.99		158,495.99
IITI-574664	0065LEIB07217	CHERRY GROUP CO., LTD	02/13/09	04/01/09		USD	30,526.14		30,526.14

Trade Channel Date Format: MM/DD/YY Page 4 of 6

May 12, 2009

JONES APPAREL GROUP USA INC

Letters of Credit Outstanding

By Applicant and Bank Reference Number

Reference Numbers
JP Morgan	JONESAPP		Open	Expiry	Latest				Outstanding
Reference	Reference	Beneficiary Name	Date	Date	Ship Date	Curr	Outstanding		USD Equivalent
IITI-574799	0068GV1	PEARL GLOBAL LIMITED	02/17/09	05/16/09		USD		65,566.87		65,566.87
IITI-574800	0069GV1	PEARL GLOBAL LIMITED	02/17/09	05/16/09		USD		7,935.72		7,935.72
IITI-574802	0071GV1	MUSTAFA AND KAMAL ASHRAF TRADING	02/17/09	05/01/09		USD		50,844.84		50,844.84
IITI-574804	00734081EN	PRODUCT DEVELOPMENT	02/18/09	04/06/09		USD		24,790.95		24,790.95
IITI-574873	00784100LEI	TAIWAN JULONG CO LTD	02/19/09	06/15/09		USD		995,874.93		995,874.93
IITI-575250	00924124EN	E.Z. CO. LTD	03/09/09	05/15/09		USD		114,819.88		114,819.88
IITI-575377	0093GV1	AFRICA APPARELS EPZ LTD	03/17/09	04/30/09		USD		241,363.00		241,363.00
IITI-575378	0094GV1	AFRICA APPARELS EPZ LTD	03/17/09	06/20/09		USD		213,970.68		213,970.68
IITI-575499	0096LC031609AA	AFRICA APPARELS EPZ LTD	03/20/09	06/16/09		USD		350,464.91		350,464.91
IITI-575500	00974093EN	ARPO GARMENT CO LTD	03/20/09	07/21/09		USD		314,186.64		314,186.64
IITI-575569	0099GV1	AFRICA APPARELS EPZ LTD	03/24/09	06/09/09		USD		951,039.01		951,039.01
IITI-575573	0101GV1	AFRICA APPARELS EPZ LTD	03/24/09	06/20/09		USD		119,309.90		119,309.90
IITI-575648	0102GV1	AFRICA APPARELS EPZ LTD	03/26/09	06/02/09		USD		116,109.00		116,109.00
IITI-575651	0103GV1	AFRICA APPARELS EPZ LTD	03/26/09	06/09/09		USD		673,815.98		673,815.98
IITI-575652	01044144EN	SPECIAL INTERNATIONAL CO LTD	03/27/09	05/25/09		USD		34,383.36		34,383.36
IITI-575653	01054113EN	CONCEPT CLOTHING	03/30/09	05/12/09		USD		61,849.44		61,849.44
IITI-575680	01074146EN	HAIYANG QINGHONG GARMENT CO LTD	04/02/09	09/14/09		USD		1,269,072.48		1,269,072.48
IITI-575753	01084114EN	MA’AM ARTS	04/02/09	05/05/09		USD		39,552.00		39,552.00
TITI-573368	05752CLASSIC121	CLASSIC FASHION APPAREL	12/10/08	05/08/09		USD		50,366.86		50,366.86
TITI-573570	05824056NW	SHINWON CORP	12/15/08	03/30/09		USD		30,588.35		30,588.35
TITI-573674	0605LC131208AA	AFRICA APPARELS EPZ LTD	01/07/09	06/16/09		USD		1,956,904.76		1,956,904.76
							USD Total:			30,669,776.22
						USD Grand Total:				33,309,828.28

Trade Channel Date Format: MM/DD/YY Page 5 of 6

May 12, 2009

JONES APPAREL GROUP USA INC

Letters of Credit Outstanding

By Applicant and Bank Reference Number

Reference Numbers
JP Morgan	JONESAPP		Open	Expiry	Latest				Outstanding
Reference	Reference	Beneficiary Name	Date	Date	Ship Date	Curr		Outstanding	USD Equivalent
Trade Channel							Date Format: MM/DD/YY			Page 6 of 6

CitiDirect^® Online Banking

Outstanding Import Letters of Credit by Exporter Country

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%	Liability Amount
HONG KONG
5818555760	HONGKONG ORIENTAL YEYANG	Sight	11/24/2008	4,800,000.00 USD	5/5
1056YY0901	HONG KONG		10/15/2009	4,800,000.00 USD		5,040,000.00 USD
5819554811	HENFIELD ENTERPRISES LIMITED.	Sight	02/24/2009	176,002.75 USD	5/5
0145JK90234	HONG KONG		04/30/2009	34,322.50 USD		43,122.64 USD
5819554817	JAZZING KNITTING CO., LTD	Sight	02/26/2009	33,151.75 USD	5/5
0151JG90123	HONG KONG		05/06/2009	81.67 USD		1,739.26 USD
5819554818	METRO LEGEND LTD	Sight	02/27/2009	139,968.48 USD	5/5
0152JK90375	HONG KONG		05/04/2009	0.00 USD		3,514.20 USD
5819554821	TAl KEI KNITTERS LTD.	Sight	02/27/2009	41,338.70 USD	5/5
0155JG90122REV2	HONG KONG		05/06/2009	1,454.87 USD		3,521.81 USD
5819554825	WINNER WAY INDUSTRIAL LTD ..,	Sight	03/02/2009	15,734.09 USD	5/5
0159JK90216	HONG KONG		04/29/2009	0.00 USD		329.14 USD
5819554828	UNIFORM KNITTERS LIMITED	Sight	03/02/2009	10,030.00 USD	5/5
0162JK90233	HONG KONG		04/30/2009	10,030.00 USD		10,531.50 USD
5819554830	LAI KO KNITTING FACTORY LIMITED	Sight	03/18/2009	10,578.65 USD	5/5
0164JG90124	HONG KONG		05/06/2009	0.00 USD		406.03 USD
5819554831	FORNTON KNITTING CO LTD..	Sight	03/18/2009	51,553.50 USD	5/5
0165JG90127	HONG KONG		05/06/2009	0.00 USD		1,284.88 USD
5819554832	FASTWELL KNITWEAR MANUFACTURING	Sight	03/24/2009	29,250.00 USD	5/5
0166JG83537	HONG KONG		05/06/2009	0.00 USD		1,462.50 USD
5819554833	TRIPLE A APPAREL LIMITED	Sight	03/24/2009	73,855.00 USD	5/5
0167JG90382	HONG KONG		05/07/2009	73,855.00 USD		77,547.75 USD

Report Date 05/12/2009 08:28:23 (EDT) Unsaved Outstanding Import Letters of Credit 1 of 6

Outstanding Import Letters of Credit by Exporter Country

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date			Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date			Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5819554834	LAI KO KNITTING FACTORY LIMITED	Sight	04/01/2009			41,818.60 USD		5/5
0168JK90215	HONG KONG		05/13/2009			41,818.60 USD			0.00 USD
		Count / Total Outstanding Amount		12		4,961,562.64 USD
		Total Liability Amount							5,183,459.71 USD
		Count for HONG KONG			12
INDIA
5819554835	M.M. EXPORTS (INDIA)	Sight	04/01/2009			21,194.78 USD		5/5
0169PI412	INDIA		05/13/2009			21,194.78 USD			22,254.52 USD
		Count / Total Outstanding Amount		1		21,194.78 USD
		Total Liability Amount							22,254.52 USD
		Count for INDIA			1
PEOPLE’S REPUBLIC OF CHINA
5819554827	JIANGSU ZHONGJIN INVESTING DEV CO	Sight	03/02/2009			29,400.00 USD		5/5
0161JG90383	PEOPLE’S REPUBLIC OF CHINA		04/30/2009			29,400.00 USD			30,870.00 USD
5819554836	NINGBO FANHUA IMP AND EXP CO LTD	Sight	04/15/2009			283,326.56 USD		5/5
0170JK90368	PEOPLE’S REPUBLIC OF CHINA		06/02/2009			283,326.56 USD			297,492.89 USD
		Count / Total Outstanding Amount		2		312,726.56 USD
		Total Liability Amount							328,362.89 USD
		Count for PEOPLE’S REPUBLIC OF CHINA			2
REPUBLIC OF KOREA

Report Date 05/12/2009 08:28:23 (EDT) Unsaved Outstanding Import Letters of Credit 2 of 6

Outstanding Import Letters of Credit by Exporter Country

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date			Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date			Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555902	SEOHAP CO. LTD.	Sight	12/15/2008			18,175.10 USD		5/5
1189KDS1209	REPUBLIC OF KOREA		05/09/2009			15,235.50 USD			16,893.41 USD
5819554800	SAMKWANG APPAREL CORP..	Sight	02/16/2009			37,421.10 USD		5/5
0135SK0209B	REPUBLIC OF KOREA		04/30/2009			185.38 USD			2,056.44 USD
5819554807	POONG IN TRADING CO., LTD.. 19F ACE	Sight	02/19/2009			17,237.60 USD		5/5
0141PI0209	REPUBLIC OF KOREA		04/30/2009			17,237.60 USD			18,099.48 USD
5819554826	SUY CO., LTD.	Sight	03/02/2009			105,120.00 USD		5/5
0160JG90379	REPUBLIC OF KOREA		04/29/2009			105,120.00 USD			110,376.00 USD
5819554829	HONGS INTERNATIONAL LIMITED	Sight	03/02/2009			10,019.87 USD		5/5
0163HS0209B	REPUBLIC OF KOREA		04/30/2009			0.00 USD			500.99 USD
		Count / Total Outstanding Amount		5		137,778.48 USD
		Total Liability Amount							147,926.32 USD
		Count for REPUBLIC OF KOREA			5
THAILAND
5819554824	THAI GARMENT EXPORT CO., LTD	Sight	03/02/2009			56,854.00 USD		5/5
0158JK90405	THAILAND		05/02/2009			13,964.60 USD			16,807.30 USD
		Count / Total Outstanding Amount		1		13,964.60 USD
		Total Liability Amount							16,807.30 USD
		Count for THAILAND			1
UNITED STATES OF AMERICA
5819086512	UTI USA, INC	Sight	03/27/2009			11,210.74 USD
5818556075	UNITED STATES OF AMERICA		03/23/2010			11,210.74 USD			11,210.74 USD

Report Date 05/12/2009 08:28:23 (EDT) Unsaved Outstanding Import Letters of Credit 3 of 6

Outstanding Import Letters of Credit by Exporter Country

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date			Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date			Outstanding Amount	Credit Tolerance+/-%	Liability Amount
		Count / Total Outstanding Amount		1		11,210.74 USD
		Total Liability Amount						11,210.74 USD
		Count for UNITED STATES OF AMERICA			1
		Count for 949148			22

Report Date 05/12/2009 08:28:23 (EDT) Unsaved Outstanding Import Letters of Credit 4 of 6

Outstanding Import Letters of Credit by Exporter Country

Count for All Customer IDs		22
Total Outstanding Amount	USD		5,458,437.80 USD
Total Liability Amount	USD		5,710,021.48 USD

Report Date 05/12/2009 08:28:23 (EDT) Unsaved Outstanding Import Letters of Credit 5 of 6

Outstanding Import Letters of Credit by Exporter Country

SELECTION CRITERIA
Customer ID	949148	712
Group By	Exporter Country
User	MARK	SANTANGELO
Share	Private
Format	Adobe (PDF)
Favorite	Yes

Report Date 05/12/2009 08:28:23 (EDT) Unsaved Outstanding Import Letters of Credit 6 of 6

	Wachovia Bank, N.A.	Page: 1
	Outstanding Summary Report
	For Applicant: JONES APPAREL GROUP USA INC.	Date: 05/11/2009

Applicant Name: JONES APPAREL GROUP USA INC — STBY

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
SM204355	SM204355	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY	US	07/31/2003	07/01/2009	3,000,000.00 USD
SM210022	SM210022	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY		09/15/2004	07/01/2009	2,500,000.00 USD
SM220915	SM220915	USA	SBLC	RREEF AMERICA REIT II CORP.	US	07/13/2006	09/30/2009	28,000.00 USD
SM228205	SM228205	USA	SBLC	SAFECO INSURANCE COMPANY OF AMERICA	US	10/10/2007	10/09/2009	5,300,000.00 USD
SM411647	SM411647	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY	US	02/02/2000	07/01/2009	200,000.00 USD
SM414948	SM414948	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY		11/20/2000	06/01/2010	2,200,000.00 USD
SM417227	SM417227	USA	SBLC	H. ROSS/525 L.L.C. & E.ROSS/525LLC	US	06/15/2001	05/31/2010	123,200.00 USD
SM417889	SM417889	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY		08/17/2001	07/01/2009	1,700,000.00 USD
						Appl Name Total:			15,051,200.00

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC676021H	0070JG90171	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	01/28/2009	05/05/2009	3,021.80 USD
IC676067H	0094JG90159	HNK	IMLC	TRIPLE A APPAREL LIMITED	HK	01/29/2009	05/14/2009	404,486.77 USD
IC676256H	0127JG90298	HNK	IMLC	JIANGSU ARTS AND CRAFTS CORPORATION	CN	02/13/2009	04/30/2009	1,880.93 USD
IC676507H	0139JG90372	HNK	IMLC	RGM GARMENT COMPANY LTD	HK	02/20/2009	06/01/2009	20,263.98 USD
IC676561H	0159JK90235	HNK	IMLC	HENFIELD ENTERPRISES LIMITED	HK	02/23/2009	04/30/2009	5,893.13 USD
IC676571H	0164JG90384	HNK	IMLC	JIANGSU ZHONGJIN INVESTING DEV CO	CN	02/23/2009	04/30/2009	6,363.10 USD
IC676577H	0170JG90295	HNK	IMLC	FASTWELL KNITWEAR MANUFACTURING L	HK	02/23/2009	04/29/2009	163,082.85 USD
IC676591H	0174JG90330	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	02/24/2009	04/29/2009	107,845.88 USD
IC676602H	0178JG90307	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	02/24/2009	05/06/2009	111,641.75 USD
IC676603H	0186JG90231	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	02/24/2009	04/29/2009	11,101.03 USD
IC676718H	0202JG90312	HNK	IMLC	FORTUNE MINT LIMITED	HK	02/25/2009	04/29/2009	110,064.85 USD
IC676720H	0204JG90315	HNK	IMLC	FORTUNE MINT LIMITED	HK	02/25/2009	04/29/2009	11,447.92 USD
IC676722H	0205JG90297	HNK	IMLC	FASTWELL KNITWEAR MANUFACTURING L	HK	02/25/2009	04/29/2009	11,373.68 USD
IC676726H	0207JG90293	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	02/25/2009	04/29/2009	97,891.49 USD
IC676739H	0210JG90374	HNK	IMLC	TY FASHION INTERNATIONAL CO., LTD	TW	02/27/2009	04/30/2009	16,929.56 USD
IC676748H	0214AG180SU09	HNK	IMLC	ORIENT CRAFT LIMITED	IN	02/26/2009	05/07/2009	8,883.20 USD
IC676787H	0223JK90281	HNK	IMLC	NANTONG ZHONG YING FASHION PROD LTD	CN	03/02/2009	05/15/2009	32,973.87 USD

	Wachovia Bank, N.A.	Page: 2
	Outstanding Summary Report
	For Applicant: JONES APPAREL GROUP USA INC.	Date: 05/11/2009

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry		L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date		Liability Balance
IC676788H	0224JK90282	HNK	IMLC	NANTONG ZHONG YING FASHION PROD LT	CN	03/02/2009		05/15/2009	115,980.71 USD
IC676805H	0231SH0213	HNK	IMLC	SEOHAP CO., LTD	KR	03/02/2009		05/09/2009	70,264.70 USD
IC676806H	0232AG19OSU09	HNK	IMLC	ORIENT CRAFT LIMITED	IN	03/02/2009		05/14/2009	74,221.86 USD
IC676810H	0233AG16ASU09	HNK	IMLC	APPAREL MERCHANDISING CO.,	IN	03/02/2009		05/07/2009	181,570.87 USD
IC676845H	0236JG90394	HNK	IMLC	DO DO FASHION LTD.	HK	03/02/2009		05/04/2009	5,997.20 USD
IC676849H	0237JG90395	HNK	IMLC	DO DO FASHION LTD.	HK	03/02/2009		05/04/2009	5,587.76 USD
IC676857H	0244JG90369	HNK	IMLC	JAZZING KNITTING CO. LTD.	HK	03/05/2009		04/29/2009	81,325.06 USD
IC676858H	0245JG90288	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	03/02/2009		04/29/2009	30,293.22 USD
IC676859H	0246JG90316	HNK	IMLC	KATTIE FASHION (HONG KONG) LIMITED	HK	03/02/2009		04/29/2009	112,366.09 USD
IC676861H	0247JG90246	HNK	IMLC	CHERRY GROUP CO LTD	CN	03/02/2009		04/29/2009	29,655.11 USD
IC676862H	0248JG90294	HNK	IMLC	TAl KEI KNITTERS LIMITED	HK	03/02/2009		04/29/2009	19,395.43 USD
IC676863H	0249JG90287	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	03/02/2009		04/29/2009	323,947.05 USD
IC676864H	0250JG90245	HNK	IMLC	CHERRY GROUP CO LTD	CN	03/02/2009		05/02/2009	12,424.17 USD
IC676865H	025lJG90327	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK	03/02/2009		04/29/2009	2,134.81 USD
IC676867H	0252JG90328	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	03/02/2009		04/29/2009	52,021.35 USD
IC676868H	0253JG90329	HNK	IMLC	CHERRY GROUP CO LTD	CN	03/02/2009		04/29/2009	1,768.43 USD
IC676869H	0254JG90286	HNK	IMLC	TAl KEI KNITTERS LIMITED	HK	03/02/2009		04/29/2009	15,042.30 USD
IC676870H	0255JG90292	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK	03/02/2009		04/29/2009	16,011.45 USD
IC676871H	0256JG90207	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	03/02/2009		04/29/2009	12,337.54 USD
IC676872H	0257JG90197	HNK	IMLC	FASTWELL KNITWEAR MANUFACTURING L	HK	03/02/2009		04/29/2009	22,042.65 USD
IC676873H	0258JG90326	HNK	IMLC	NANTONG ZHONG YING FASHION PROD LT	CN	03/02/2009		04/30/2009	16,765.81 USD
IC676874H	0259JG90256	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	03/02/2009		05/18/2009	39,180.09 USD
IC676882H	0260JG90255	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	03/02/2009		05/11/2009	304,709.52 USD
IC676883H	0261YJ0211E	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	03/02/2009		04/30/2009	1,740.41 USD
IC676884H	0262YJ0211D	HNK	IMLC	JUNG KWANG IND. CO., LTD.	KR	03/02/2009		04/30/2009	2,661.41 USD
IC677256H	0266YJ0211B	HNK	IMLC	SAMKWANG APPAREL CORP	KR	03/19/2009		04/30/2009	4,319.38 USD
IC677257H	0267YJ0212A	HNK	IMLC	JUNG KWANG IND. CO., LTD.	KR	03/19/2009		04/30/2009	219,357.60 USD
IC677259H	0268YJ0211C	HNK	IMLC	HONGS INTERNATIONAL LTD.	KR	03/19/2009		04/30/2009	36,155.71 USD
IC677260H	0269MK0206F	HNK	IMLC	SAMKWANG APPAREL CORP	KR	03/19/2009		05/04/2009	894.72 USD
IC677261H	0270MK0206A	HNK	IMLC	SAMKWANG APPAREL CORP	KR	03/19/2009		04/29/2009	11,865.21 USD

		Page: 3
	Wachovia Bank, N.A.
	Outstanding Summary Report	Date: 05/11/2009
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC677262H	0271MK0206C	HNK	IMLC	POONG IN TRADING CO., LTD	KR	03/19/2009	05/04/2009	72,202.11 USD
IC677264H	0272MK0206B	HNK	IMLC	HONGS INTERNATIONAL LTD.	KR	03/19/2009	04/30/2009	77,687.43 USD
IC677312H	0273YJ0212C	HNK	IMLC	SAMKWANG APPAREL CORP	KR	03/23/2009	05/07/2009	23,460.24 USD
IC677313H	0274JG90206	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	03/23/2009	05/06/2009	26,673.70 USD
IC677314H	0275JG90091	HNK	IMLC	SLITHER LTD.	HK	03/24/2009	05/04/2009	13,596.41 USD
IC677315H	0276JG90058	HNK	IMLC	ESQUEL ENTERPRISES LIMITED	HK	03/23/2009	05/04/2009	937.57 USD
IC677316H	0277JG90089	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/23/2009	05/04/2009	5,305.09 USD
IC677317H	0278JG90202	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	03/24/2009	05/06/2009	29,862.00 USD
IC677393H	0279JG90391	HNK	IMLC	UNIMIX EXPORTERS LTD	HK	03/27/2009	05/25/2009	33,235.79 USD
IC677453H	0280YJ0212B	HNK	IMLC	JUNG KWANG IND. CO., LTD.	KR	04/02/2009	05/15/2009	46,289.88 USD
IC677496H	0281JG90401	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/03/2009	05/16/2009	40,011.47 USD
IC677497H	0282JG90385	HNK	IMLC	JIANGSU ARTS AND CRAFTS CORPORATION	CN	04/03/2009	05/16/2009	122,427.34 USD
IC677705H	0283JG90376	HNK	IMLC	TRIPLE A APPAREL LIMITED	HK	04/16/2009	05/28/2009	14,617.89 USD
						Appl Name Total:			3,453,490.33

Applicant Name: JONES RETAIL CORPORATION

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
SM233625	SM233625	USA	SBLC	LONGCHAMP USA, INC.	US	12/23/2008	11/30/2009	550,000.00		USD
						Appl Name Total:			550,000.00
						Total:			19,054,690.33
BA/ACCPT Summary:
						Total:

*** END OF OUTSTANDING SUMMARY REPORT

		Page: 1
	Wachovia Bank, N.A.
	Outstanding Summary Report	Date: 05/11/2009
	For Applicant: NINE WEST

Applicant Name: NINE WEST GROUP INC.

L/C Bank

Opening

Expiry

L/C Equiv

Reference

L/C Cust Reference

Site

Trans

Beneficiary

Ctry

Date

Date

Liability Balance

IC676772H

0031NWND017

HNK

IMLC

WTL ENTERPRISE CO. LTD.

TW

02/26/2009

05/19/2009

9,559.35

USD

IC677122H

0036NWDP487

HNK

IMLC

GREAT SINO (HK) LIMITED

HK

03/12/2009

06/03/2009

35,046.00

USD

IC677123H

0037NWDP488

HNK

IMLC

GET EVER INTERNATIONAL LTD.

TW

03/12/2009

06/03/2009

55,704.00

USD

IC677124H

0038NWDP489

HNK

IMLC

WTL ENTERPRISE CO. LTD.

TW

03/12/2009

06/03/2009

88,132.80

USD

IC677706H

0039NWSP79

HNK

IMLC

WTL ENTERPRISE CO. LTD.

TW

04/16/2009

06/03/2009

4,200.00

USD

IC677847H

0041NWND019

HNK

IMLC

BARTER WORLDWIDE LTD.

HK

04/23/2009

06/05/2009

21,105.00

USD

IC677849H

0043NWDP490

HNK

IMLC

HONOUR SERVICES LTD.

TW

04/23/2009

07/08/2009

30,084.00

USD

IC678088H

044NWND021

HNK

IMLC

BARTER WORLDWIDE LTD.

HK

05/05/2009

06/17/2009

16,884.00

USD

IC678090H

0045NWND020

HNK

IMLC

BARTER WORLDWIDE LTD.

HK

05/05/2009

06/14/2009

4,221.00

USD

Appl Name Total:

264,936.15

Total:

264,936.15

BA/ACCPT Summary:

Total:

*** END OF OUTSTANDING SUMMARY REPORT

OSTSMY.RDF

Schedule 3.05

Properties

PATENTS & PATENT APPLICATIONS

		Patent/
Title	Owner	Application Number		Filing Date	Issue Date
	Jones Investment Co. Inc.		D418,917*	7/27/1995	2/1/2000
COMBINATION JEANS FLY PORTION AND JEWELRY THEREFOR	Jones Investment Co. Inc.		D381,189*	07/27/1995	07/22/1997
COMBINED JEANS FLY AND WAIST BAND PORTIONS, AND JEWELRY THEREFOR	Jones Investment Co. Inc.		D394,025*	10/16/1995	05/05/1998
EXERCISE SHOE HAVING FIT ADAPTIVE UPPER	Nine West Development Corporation	Canada Patent #2,226,707			7/10/2001
EXERCISE SHOE HAVING FIT ADAPTIVE UPPER	Nine West Development Corporation	United Kingdom Patent #2321584			5/2/2001
EXERCISE SHOE HAVING FIT ADAPTIVE UPPER	Nine West Group Inc.	Japan Patent #3236811]]†			9/28/2001
EXERCISE SHOE HAVING FIT ADAPTIVE UPPER	Nine West Development Corporation		5,765,296	01/31/1997	06/16/1998
FLEXIBLE SOLE WITH CUSHIONED BALL AND/OR HEEL REGIONS	Nine West Development Corporation		6,038,790	02/26/1998	03/21/2000
FOOTBED AND FOREPART THEREOF	Nine West Development Corp.		D543,680	07/25/2006	06/05/2007
FOOTBED FOREPART	Nine West Development Corp.		D530,896	02/06/2004	10/31/2006
FOOTBED SYSTEM AND FOOTWEAR CONSTRUCTION	Nine West Development Corporation	Application No. 61172565		4/24/2009
FOOTWEAR HAVING A HEEL AND HEEL BREAST	Nine West Development Corp.		7,152,341	06/01/2004	12/26/2006
FOOTWEAR HAVING SELECTIVELY ATTACHABLE SOCKLINER	Nine West Development Corp.		11/551,300	10/20/2006	—

		Patent/
Title	Owner	Application Number	Filing Date	Issue Date
FOOTWEAR HAVING SELECTIVELY ATTACHABLE SOCKLINER	Nine West Development Corp.	Chinese Patent Appl. #200710170188.4
FOOTWEAR HAVING SLOW RECOVERY LINER	Nine West Development Corporation	Canada Patent #2,227,070		4/23/2002
FOOTWEAR HAVING SLOW RECOVERY LINER	Nine West Development Corporation	5,946,825	01/31/1997	09/07/1999
JEWELRY DISPLAY CASE	Jones Investment Co. Inc.	D429,463	07/16/1999	08/15/2000
LOW CUT SPORT SHOE UPPER	Nine West Development Corporation	D400,698	05/21/1997	11/10/1998
MERCHANDISE DISPLAY	Jones Investment Co. Inc.	D408,654	05/05/1998	04/27/1999
MULTI-LAYER SOLE CONSTRUCTION FOR WALKING SHOES	Nine West Development Corporation	5,718,064	09/06/1995	02/17/1998
SHOE AND SHOE SOLE	Nine West Development Corporation	D367,353	04/18/1994	02/27/1996
SHOE OUTSOLE AND UPPER	Nine West Development Corporation	D366,952	04/12/1994	02/13/1996
SOCKLINER	Nine West Development Corporation	6,199,304	05/18/1999	03/13/2001
SPORT SHOE	Nine West Development Corporation	D413,013	05/22/1997	08/24/1999
SPORT SHOE OUTSOLE	Nine West Development Corporation	D4l5,339	10/15/1997	10/19/1999
SPORT SHOE SOLE	Nine West Development Corporation	D399,345	03/18/1997	10/13/1998
SPORT SHOE SOLE	Nine West Development Corporation	D391,748	01/31/1997	03/10/1998
SPORT SHOE UPPER	Nine West Development Corporation	D394,743	01/31/1997	06/02/1998

		Patent/
Title	Owner	Application Number	Filing Date	Issue Date
SPORT SHOE UPPER	Nine West Development Corporation	D392,793	01/31/1997	03/31/1998
WALKING AND RUNNING SHOEUPPER	Nine West Development Corporation	D407,542	06/11/1997	04/06/1999
WALKING SHOE	Nine West Development Corporation	D370,113	04/12/1994	05/28/1996

*	These 3 patents were assigned to Jones Investment Co.Inc. but the assignment document was recorded in the USPTO against patents 381,189, 394,025 and 418,917 due to a typographical error in the assignment document.
†	This Japanese patent has been assigned to Nine West Development Corporation but the assignment has not yet been recorded in the Japanese patent office. Nine West is in the process of seeking to record the assignment.

TRADEMARKS

TRADEMARK APPLICATIONS
Foreign

Jones Investment Co. Inc.

Owner Trademark Report by Country	Printed: 4/27/2009	Page 1
International

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ANTIGUA & BARBUDA
T30044AG01		JUDITH JACK					MAILED
AUSTRALIA
T30124AU13		GLO					MAILED		18,25
	18 - luggage, handbags, purses, briefcases, school bags, tote-bags, beach bags, cosmetic bags sold empty, leather key fobs and leather key cases, credit card cases, change purses and wallets
	25 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, footwear, blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, briefs, bras and
T30124AU01		V BY VANDERBILT	9/8/1995	633939			PENDING		3
	03 - Cosmetics, perfumes, Perfume Sprays, Toilet Water, Toilet Water Sprays, Body Lotions and Body Powders and preparations for personal care.
BAHAMAS
T30276BS01		AK ANNE KLEIN	1/4/2007	30152			PENDING		9
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories (Int. Class 8)
T30276BS05		AK ANNE KLEIN	1/4/2007	30153			PENDING		14
	14 - Jewelry and watches
T30276BS06		AK ANNE KLEIN	1/4/2007	30154			PENDING		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests (Local Class 38)
T30276BS07		AK ANNE KLEIN	1/4/2007	30155			PENDING		3
	3 - Fragrances and cosmetics (Local Class 48)
T30276BS08		AK ANNE KLEIN	1/4/2007	30156			PENDING		24
	24 - Body, bath and sports towels (Local Class 50)
T30276BS00		ANNE KLEIN NEW YORK	1/4/2007	30157			PENDING		9
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories (local Class 8)
T30276BS02		ANNE KLEIN NEW YORK	1/4/2007	30159			PENDING		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests (local Class 38)
T30276BS03		ANNE KLEIN NEW YORK	1/4/2007	30160			PENDING		3
	3 - Fragrances and cosmetics (local Class 48)
T30276BS04		ANNE KLEIN NEW YORK	1/4/2007	30161			PENDING		24
	24 - Body, bath and sports towels (Local Class 50)
T00103BS02		JONES NEW YORK	1/24/2006	29016			PENDING		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories. (local class 8)
T30044BS00		JUDITH JACK	1/28/2002	24524			PENDING		38
	38 - ARTICLES OF CLOTHING (TO COVER “BELTS)

Owner Trademark Report by Mark Printed: 4/27/2009 Page 2

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BAHAMAS continued . . .
T30044BS03		JUDITH JACK	1/28/2002	24527			PENDING		10
	10 - Horological instruments (to cover “watches”)
BAHRAIN
T30276BH00		AK ANNE KLEIN	3/3/2008	63667			PENDING		9
	9 - Ophthalmic eyewear and related accessories; non-prescription sunglasses and related accessories.
T30276BH01		AK ANNE KLEIN	3/3/2008	63668			PENDING		14
	14 - Jewelry and watches
T30276BH02		AK ANNE KLEIN	3/3/2008	63669			PENDING		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
BANGLADESH
T30162BD00		L.E.I.	7/13/1999	60707			PENDING		25
	25 - Apparel footwear and headgear
T30155BD00		L.E.I. Design	7/13/1999	60708			PENDING		25
	25 - Apparel footwear and headgear
T30154BD03		L.E.I. LIFE ENERGY	2/28/1999	59014			PENDING		25
		INTELLIGENCE Design
	25 - Apparel footwear and headgear
T30157BD00		LIFE ENERGY INTELLIGENCE	7/13/1999	60706			PENDING		25
	25 - Apparel footwear and headgear
BARBADOS
T30276BBO0		AK ANNE KLEIN	7/12/2007	23426			PENDING		18
	18 - Handbags and Small leather goods.
T30276BBO2		AK ANNE KLEIN	7/12/2007	23427			PENDING		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276BBO4		AK ANNE KLEIN	7/12/2007	23425			PENDING		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through ‘optical’ retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276BBO5		AK ANNE KLEIN	7/12/2007	23424			PENDING		03
	03 - Fragrances and Cosmetics
T30276BBO1		ANNE KLEIN NEW YORK	7/12/2007	23420			PENDING		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276BBO6		ANNE KLEIN NEW YORK	7/12/2007	23423			PENDING		18
	18 - Handbags and small leather goods
T30276BBO7		ANNE KLEIN NEW YORK	7/12/2007	23422			PENDING		14
	14 - Jewelry and watches
T30276BBO8		ANNE KLEIN NEW YORK	7/12/2007	23421			PENDING		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through ‘optical’ retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276BBO9		ANNE KLEIN NEW YORK	7/12/2007	23419			PENDING		03
	03 - Fragrances and cosmetics
T00103BBO0		JONES NEW YORK	3/30/2006	8121609			PENDING		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.

Owner Trademark Report by Mark Printed: 4/27/2009 Page 3

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BERMUDA
T30276BM00		AK ANNE KLEIN	10/1/2008	48538			PENDING		003
	003 - Fragrances and Cosmetics
T30276BM01		AK ANNE KLEIN	10/1/2008	48539			PENDING		9
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories, non-prescription sunglasses and related accessories.
T30276BM02		AK ANNE KLEIN	10/1/2008	48540			PENDING		18
	18 - Handbags and Small leather Goods
T30276BM03		AK ANNE KLEIN	10/1/2008	48541			PENDING		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276BM04		ANNE KLEIN	10/1/2008	na			PENDING		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276BM05		ANNE KLEIN	10/1/2008	na			PENDING		18
	18 - Handbags and Small leather Goods
355		JONES NEW YORK	6/5/1997	n/a			PENDING		25
	25 - Clothing, footwear, headgear.
356		JONES NEW YORK	6/5/1997	n/a			PENDING		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30406BMO0		Lion Head design	10/2/2008	48544			PENDING		14
	14 - jewelry and watches
T30406BMO1		Lion Head design	10/2/2008	48545			PENDING		18
	18 - Handbags and Small leather Goods
T30406BMO2		Lion Head design	10/1/2008	48546			PENDING		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
BRAZIL
T30276BRO0		AK ANNE KLEIN	1/18/2007	828947503			PENDING		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30276BRO1		AK ANNE KLEIN	1/18/2007	828947414			PENDING		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276BRO2		AK ANNE KLEIN	1/18/2007	828947406			PENDING		14
	14 -
T30276BRO3		AK ANNE KLEIN	1/18/2007	828947481			PENDING		24
	24 -
T30276BRO4		AK ANNE KLEIN	1/18/2007	828947449			PENDING		25
	25 -
T30276BR11		AK ANNE KLEIN	2/22/2007	829007660			PENDING		18
	18 -
118853		ANNE KLEIN	7/1/1997	820113646			PENDING		9
	9 - Reproduction, photographic, cinematographic, optical and teaching apparatus and instruments; eyeglass frames, sunglass frames, eyeglasses, sunglasses, clip-on sunglasses, eyeglass and sunglass cases, eyeglass and sunglass chains and cords; parts, accessories and fittings for eyeglasses and sunglasses.

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 4
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BRAZIL continued . . .
T30276BR05		ANNE KLEIN NEW YORK	1/18/2007	828947473			PENDING		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30276BR06		ANNE KLEIN NEW YORK	1/18/2007	828947422			PENDING		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276BR07		ANNE KLEIN NEW YORK	1/18/2007	828947368			PENDING		14
	14 -
T30276BR08		ANNE KLEIN NEW YORK	1/18/2007	828947430			PENDING		24
	24 -
T30276BR09		ANNE KLEIN NEW YORK	1/18/2007	828947392			PENDING		25
	25 -
T30276BR10		ANNE KLEIN NEW YORK	2/22/2007	829007679			PENDING		18
	18 -
T30107BR00		ERIKA	11/20/2003	825952891			PENDING		25
	25 - DRESSES, SWEATERS, KNIT AND WOVEN TOPS, BLOUSES, PANTS, SKIRTS, JACKETS, VESTS, SHIRTS, SHORTS AND FOOTWEAR
T00066BR03		EVAN-PICONE		827509286			PENDING		18
	18 -
T30242BR01		GLO JEANS	2/4/2005	827147635			PENDING		25
	25 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, footwear, blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, briefs, bras and
T30200BR00		JEANSTAR	2/4/2005	827147627			PENDING		025
	025 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, footwear, blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, briefs, bras and
T00103BR03		JONES NEW YORK	7/31/2003	825737966			PENDING		25
	25 - FOOTWEAR, namely shoes, boots, sandals and slippers.
T00103BR04		JONES NEW YORK	8/10/2006	828618992			PENDING		9
	9 - eyewear
T30181BR00		JONES NEW YORK SIGNATURE	7/31/2003	825737923			PENDING		25
	25 - FOOTWEAR, namely shoes, boots, sandals and slippers.
T00103BR02		JONESWEAR	7/31/2003	825737940			PENDING		25
	25 - FOOTWEAR, namely shoes, boots, sandals and slippers.
T30155BR00		L.E.I. Design	8/18/1999	821574442			PENDING		25
	25 - Apparel footwear and headgear
BRUNEI
T00103BN02		JONES NEW YORK	6/9/2007	38732			PENDING		25
	25 - Clothing, footwear, headgear.
CANADA
247128		AK ANNE KLEIN	8/10/2007	1359368			ALLOWED		18,25,35
	18 - Pocketbooks of all kinds, handbags, tote bags, purses, wallets, key cases, key fobs, belts and umbrellas.
	25 - Coats, suits, jackets, pants, shirts, dresses, blouses, sweaters, gloves and shoes.
	35 - Operation of retail clothing stores, retail apparel stores, retail shoe stores, retail jewelry stores, boutiques in department stores; on-line retail store services featuring clothing, apparel, footwear, cosmetics, perfume, toiletries, eyewear, watches, jewelry and leather goods.

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 5
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CANADA continued . . .
126809		AK ANNE KLEIN *to be abandoned	5/6/2003	1177020			ALLOWED		24
	24 - Sheets, pillow cases, shams, dust ruffles, duvet covers, blankets, comforters, quilts, bath towels, beach towels, wash cloths, body sheets and bath rugs; hand towels made of textile; table linens, namely, napkins and place mats.
126808		ANNE KLEIN *to be abandoned	5/6/2003	1177021			ALLOWED		24
	24 - Sheets, pillow cases, shams, dust ruffles, duvet covers, blankets, comforters, quilts, bath towels, beach towels, wash cloths, body sheets and bath rugs; hand towels made of textile; table linen, namely, napkins and place mats.
126810		ANNE KLEIN NEW YORK *to be abandoned	5/6/2003	1177022			PENDING		24
	24 - Sheets, pillow cases, shams, dust ruffles, duvet covers, blankets, comforters, quilts, bath towels, beach towels, wash cloths, body sheets and bath rugs; hand towels made of textile; table linen, namely, napkins and place mats.
130395		ALBERT NIPON	7/10/2003	1182802			PENDING		18
	18 - Handbags, cosmetic cases are sold empty, clutches, purses, wallets, billfolds, credit card cases, checkbook holders, key cases, pouches, travel bags are sold empty, passport cases, key fobs
T00094CA04		JNY ESSENTIALS	2/19/2004	1206866			ALLOWED		25
	25 - Clothing, namely dresses, skirts, pants, shorts, tops, shirts, blouses, sweaters, tops, jumpsuits, jackets and coats
T00094CA03		JNY SPORT	2/19/2004	1206865			ALLOWED		25
	25 - Clothing, namely, dresses, skirts, pants, shorts, tops, shirts, blouses, sweaters, tops, jumpsuits, jackets and coats
T00103CA05		JONES NEW YORK	12/29/2004	1242220			PENDING		25
	25 - Cold weather accessories, namely caps, hats, scarves, mittens, gloves, and earmuffs in International Class 25
1010		JONES WEAR	2/19/2001	1093287			ALLOWED		14
	14 - Hair Accessories namely, hairclips, pins, combs, barrettes, bands and ornaments. Women’s costume jewelry, namely earrings, bracelets, necklaces, pins, pendants and rings.
T00118CA02		JONES WEAR	7/20/2005	1265557			ALLOWED		14
	14 - watches
T30162CA00		L.E.I.	5/11/2001	1102769			PENDING		25,35
	25 - 1) Cosmetics, namely, foundations, eye shadows, ,eyeliners, eye pencils, mascara, cheek powders and blush, lipsticks, lip gloss, lip stick sealers, lip balms, makeup remover, nail polish, nail polish base coat, nail polish top coat, nail hardener and nail polish remover; perfume and toiletries, namely, perfumes, colognes, eau de toilette, toilet milks, dusting body powders, bath powders, talcum powders, body deodorants for personal use; bath and body preparations, namely, toilet and bath soaps, lotions and oils, sun tanning creams, skin toners, skin moisturizers, cleansing and moisturizing creams, cleansing and tonic lotions; facial creams, facial lotions, and beauty masks; eyewear, namely, eyeglasses, eyeglass frames, eyeglass lenses, eyeglass cases, sunglasses, monocles, goggles; baseball helmets, bicycle helmets, football helmets, skateboard helmets; watches and jewelry; backpacks, beach bags, book bags, briefcase type portfolios, duffel bags, fanny packs, gym bags, handbags, leather shopping bags, leather cases for business travel or leisure, luggage, mesh shopping bags, purses, rucksacks, school bags, school satchels, suitcases, textile shopping bags, tote bags, traveling bags, and wallets; sporting goods, namely, archery bows, archery strings, bow string wax, archery arrows, archery targets, target faces, arm guards, archery quivers, athletic gloves, namely, weightlifting gloves, skateboard gloves, scuba gloves, field hockey gloves, ice hockey gloves, boxing gloves, batting gloves, bicycle gloves, baseball gloves, bowling gloves, golf gloves, handball gloves, racquetball gloves, soccer gloves, squash gloves, swimming gloves, basketball backboards, badminton nets, badminton shuttlecocks, baseball mitts, basketball nets, bats, namely, baseball bats and softball bats, baseball batting tees, catcher’s masks, paddle ball games, balloons, balls, namely, handballs, lacrosse balls, racquetballs, rubber action balls, rugby balls, squash balls, basketballs, table tennis balls, field hockey balls, playground balls, tether balls, softballs, tennis balls, bowling balls, golf balls, footballs, soccer balls, volleyballs, exercise banners, gymnastic banners, exercise bars, starting blocks, body boards, body board leashes, body board fins, body board straps, bowling ball bags, bowling ball covers, bowling pins, bobsleds, boxing bags, flying discs, croquet sets, football body protectors, golf clubs, golf club heads, golf club inserts, golf club shafts, grip tape for golf clubs, golf club head covers, golf club bags, divot repair tools for golfers, golf bag tags, golf ball markers, golf tees, pads for athletic use, namely, field hockey pads, ice hockey pads, karate shin pads, football shoulder pads, skateboard pads, elbow guards for athletic use, shoulder guards for athletic use, arm guards for athletic use, knee guards for athletic use, leg guards for athletic use, shin guards for athletic use, exercise machines, exercise treadmills, exercise benches, exercise weights, athletic shoe laces, face masks, karate head guards, hockey pucks, ice hockey sticks, field hockey sticks, horseshoes, horseshoe stakes, masks, namely, scuba diving masks, skin diving masks, ice hockey masks, field hockey masks, swim masks, pumps for inflatable sports equipment, rackets, namely, badminton rackets, racquetball rackets, squash rackets, tennis rackets, racket strings, tennis racket strings, sail boards, scuba equipment, namely, scuba fins, scuba flippers, scuba snorkels, snorkels, skateboards, skateboard equipment, namely, trucks for skateboards, wheels for skateboards, ice skates, in-line skates, roller skates, snow skis, ski wax, ski poles, ski bindings, snow boards, snow board bindings, softball mitts, soccer ball nets, racket covers, namely, badminton racket covers, tennis racket covers, squash racket covers, surfboards, surfboard equipment, namely, surfboard fins, surfboard wax, surfboard leashes, swim floats for recreational use, swim goggles, swim boards, table tennis paddles, table tennis nets, table tennis tables, tennis nets, athletic tape, tetherball poles, volleyball nets, volleyball standards, water-skis, water-ski bindings, water-ski bridges, water-ski ropes, water-ski carrying cases, water-ski wax,wax, and weightlifting belts.

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 6
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SERVICES:
	35 - 1) Operation of retail clothing stores, retail apparel stores, retail shoes stores, retail jewelry stores, boutiques in department stores; on-line retail store services featuring clothing, apparel, footwear, cosmetics, perfume, toiletries, eyewear, watches, jewelry, leather goods and sporting goods

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 6
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CANADA continued . . .
T30310 CAOO		I.e.i. LIFE ENERGY INTELLIGENCE	5/11/2001	1102770			PENDING		3,35
	3 - 1) Cosmetics, namely, foundations, eye shadows, eyeliners, eye pencils, mascara, cheek powders and blush, lipsticks, lip gloss, lip stick sealers, lip balms, makeup remover, nail polish, nail polish base coat, nail polish top coat, nail hardener and nail polish remover; perfume and toiletries, namely, perfumes, colognes, eau de toilette, toilet milks, dusting body powders, bath powders, talcum powders, body deodorants for personal use; bath and body preparations, namely, toilet and bath soaps, lotions and oils, sun tanning creams, skin toners, skin moisturizers, cleansing and moisturizing creams, cleansing and tonic lotions; facial creams, facial lotions, and beauty masks; eyewear, namely, eyeglasses, eyeglass frames, eyeglass lenses, eyeglass cases, sunglasses, monocles, goggles; baseball helmets, bicycle helmets, football helmets, skateboard helmets; watches and jewelry; backpacks, beach bags, book bags, briefcase type portfolios, duffel bags, fanny packs, gym bags, handbags, leather shopping bags, leather cases for business travel or leisure, luggage, mesh shopping bags, purses, rucksacks, school bags, school satchels, suitcases, textile shopping bags, tote bags, traveling bags, and wallets; sporting goods, namely, archery bows, archery strings, bow string wax, archery arrows, archery targets, target faces, arm guards, archery quivers, athletic gloves, namely, weightlifting gloves, skateboard gloves, scuba gloves, field hockey gloves, ice hockey gloves, boxing gloves, batting gloves, bicycle gloves, baseball gloves, bowling gloves, golf gloves, handball gloves, racquetball gloves, soccer gloves, squash gloves, swimming gloves, basketball backboards, badminton nets, badminton shuttlecocks, baseball mitts, basketball nets, bats, namely, baseball bats and softball bats, baseball batting tees, catcher’s masks, paddle ball games, balloons, balls, namely, handballs, lacrosse balls, racquetballs, rubber action balls, rugby balls, squash balls, basketballs, table tennis balls, field hockey balls, playground balls, tether balls, softballs, tennis balls, bowling balls, golf balls, footballs, soccer balls, volleyballs, exercise banners, gymnastic banners, exercise bars, starting blocks, body boards, body board leashes, body board fins, body board straps, bowling ball bags, bowling ball covers, bowling pins, bobsleds, boxing bags, flying discs, croquet sets, football body protectors, golf clubs, golf club heads, golf club inserts, golf club shafts, grip tape for golf clubs, golf club head covers, golf club bags, divot repair tools for golfers, golf bag tags, golf ball markers, golf tees, pads for athletic use, namely, field hockey pads, ice hockey pads, karate shin pads, football shoulder pads, skateboard pads, elbow guards for athletic use, shoulder guards for athletic use, arm guards for athletic use, knee guards for athletic use, leg guards for athletic use, shin guards for athletic use, exercise machines, exercise treadmills, exercise benches, exercise weights, athletic shoe laces, face masks, karate head guards, hockey pucks, ice hockey sticks, field hockey sticks, horseshoes, horseshoe stakes, masks, namely, scuba diving masks, skin diving masks, ice hockey masks, field hockey masks, swim masks, pumps for inflatable sports equipment, rackets, namely, badminton rackets, racquetball rackets, squash rackets, tennis rackets, racket strings, tennis racket strings, sail boards, scuba equipment, namely, scuba fins, scuba flippers, scuba snorkels, snorkels, skateboards, skateboard equipment, namely, trucks for skateboards, wheels for skateboards, ice skates, in-line skates, roller skates, snow skis, ski wax, ski poles, ski bindings, snow boards, snow board bindings, softball mitts, soccer ball nets, racket covers, namely, badminton racket covers, tennis racket covers, squash racket covers, surfboards, surfboard equipment, namely, surfboard fins, surfboard wax, surfboard leashes, swim floats for recreational use, swim goggles, swim boards, table tennis paddles, table tennis nets, table tennis tables, tennis nets, athletic tape, tetherball poles, volleyball nets, volleyball standards, water-skis, water-ski bindings, water-ski bridges, water-ski ropes, water-ski carrying cases, water-ski wax, wax, and weightlifting belts.
	SERVICES:
	35 - 1) Operation of retail clothing stores, retail apparel stores, retail shoes stores, retail jewelry stores, boutiques in department stores; on-line retail store services featuring clothing, apparel, footwear, cosmetics, perfume, toiletries, eyewear, watches, jewelry, leather goods and sporting goods
T30167CAOO		lei stylized	8/23/1999	1026515			PENDING		25
	25 - (1) Apparel, namely, jeans, shirts, jackets, vests, pants, jumpsuits, shorts, skorts, overalls, shortalls, dresses, skirts, T-shirts, sweatpants, shoes, sneakers, boots, sandals, socks, belts, coats, jackets, hats, swimwear, underwear, tank tops and pajamas.
	(2) Apparel, namely, jeans, shirts, jackets, vests, pants, sweatpants, jumpsuits, sweaters, shorts, skorts, overalls, shortalls, dresses, skirts and T-shirts.
	(3) Clothing, namely, lingerie and shoes, sneakers, boots, sandals.
CHILE
118521		A AMERICAN STYLE FLAG DESIGN	10/23/2002	586268			PENDING		25
	25 - FOOTWEAR
118508		A LINE AMERICAN STYLE and Design	10/23/2002	586256			PENDING		25
	25 - CLOTHING FOR ADULTS; NAMELY, JACKETS, RAINCOATS, BLOUSES, SKIRTS, DRESSES, OVERCOATS, TROUSERS, SHORTS, WAISTCOATS, BOMBER JACKETS, BASEBALL JACKETS, PARKAS, BLAZERS, SHIRTS, T-SHIRTS, STRAIGHT-LEGGED TROUSERS, JEANS, STRAIGHT-LEGGED SHORTS, JUMPSUITS, SWEATERS, HATS, BELTS, SCARVES, NECKWEAR, SOCKS, AND STOCKINGS
118506		A LINE AMERICAN STYLE and Design	10/23/2002	586258			PENDING		18
	18 - HANDBAGS, SHOULDER BAGS, EVENING BAGS, COSMETIC BAGS SOLD EMPTY, COSMETIC CASES SOLD EMPTY, COSMETIC POUCHES SOLD EMPTY, GROOMING KITS SOLD EMPTY, LEATHER SHOULDER BELTS, WALLETS, BILLFOLDS CREDIT CARD CASES, BUSINESS CARD CASES, KEY CASES, LEATHER KEY FOBS, CASES FOR PASSPORTS, COIN PURSES, PURSES FOR COINS/KEYES, CARRY-ALL CLUTCHES, CHECK BOOK CLUTCHES, CLUTCH PURSES, GENERAL PURPOSE PURSES, POUCHES, BOOK BAGS, BELT BAGS, LEATHER AND TEXTILE SHOPPING BAGS (SOLD EMPTY), TOTE BAGS, SADDLE BAGS, ROLL BAGS, SLING BAGS, TRAVEL BAGS, OVERNIGHT BAGS, WEEKENDER BAGS, DUFFEL BAGS, SUIT BAGS, GARMENT BAGS FOR TRAVEL, GYM BAGS, ATHLETIC BAGS, BEACH BAGS, CASES FOR TIES, BAGS FOR THE WAIST, FANNY PACKS, BACKPACKS, KNAPSACKS, ATIACHE CASES, BRIEFCASES, BRIEFCASE-TYPE PORTFOLIOS, LEATHER ENVELOPES FOR CARRYING PERSONAL DOCUMENTS, SECRETARIES, SATCHELS, SUITCASES, LUGGAGE, TRUNKS, UMBRELLAS, BEACH UMBRELLAS.

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 7
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHILE continued . . .
118505		A LINE AMERICAN STYLE and Design	10/23/2002	586259			PENDING		14
	14 - JEWELRY AND COSTUME JEWELRY; HOROLOGICAL AND CHRONOMETRIC INSTRUMENTS, PARTS AND ACCESSORIES THEREOF, NAMELY, WATCHES, WATCH BANDS, WATCH STRAPS, WATCH BRACELETS, WATCH CHAINS, WATCH CASES
118504		A LINE AMERICAN STYLE and Design	10/23/2002	586261			PENDING		3
	3 - FACE CREAM, BODY CREAM, BODY LOTION, BODY CLEANING CREAM, BODY EXFOLIATING PREPARATION, HAIR SHAMPOO, HAIR CONDITIONER, EAU DE TOILETTE, PERFUME, FRAGRANCED BODY LOTION, FRAGRANCED BODY CREAM, SKIN CLEANSING LOTION, SKIN CLEANSING GEL, SHAVING FOAM, PRE-SHAVING PREPARATIONS, AFTER SHAVE LOTIONS AND GELS, AFTER SHAVE BALMS, ANTIPERSPIRANT/DEODORANT, NON-MEDICATED ANTI-WRINKLE CREAM, NON-MEDICATED SKIN RENEWING CREAM, EYE CREAM, BODY OIL, NON-MEDICATED LIP BALMS, SKIN BALANCING LOTION, FACE SKIN OIL CONTROLLER, SKIN STRENGTHENING PREPARATION, NON-MEDICATED PREPARATION FOR SKIN IMPERFECTIONS, FACE STRENGTHENERS, BODY STRENGTHENERS, FACE CLEANERS, FACE EXFOLIATING PREPARATION, ALL-IN-ONE BODY AND HAIR SHAMPOO AND CONDITIONER, MAKEUP REMOVER FOR THE EYES, MAKEUP REMOVER FOR THE FACE, FACE MASK, BODY MASK, SKIN REFRESHING LOTION, SKIN REFRESHING CREAM AND GEL, HAIR SPRAY, HAIR MOUSSE, HAIR GEL, HAIR MOISTENERS, NON-MEDICATED HAIR REVITALIZING TREATMENT, SUN BLOCKING PREPARATION FOR THE BODY, SUN BLOCKING PREPARATION FOR THE FACE, NON-MEDICATED LIP PREPARATION FOR SUN CARE, SUN SHADING PREPARATION FOR HAIR, ANTI TANNING PREPARATION IN THE FORM OF TANNING GEL, TANNING LOTIONS AND CREAMS, AFTER SUNBATHING SOFTENING AND MOISTENING LOTIONS, AFTER SUNBATHING SOFTENING AND MOISTENING CREAMS AND GELS, BASE MAKEUP, LIPSTICK, LIP GLITTER, EYELID LINERS, EYE SHADES, MASCARA, SKIN TONE CORRECTOR, THAT IS MAKEUP, CREAMS AND LOTIONS TO ENSURE CONSISTENCE IN SKIN TONING, FACE POWDERS, BODY POWDERS, TANNING PREPARATIONS, THAT IS CREAMS, LOTIONS AND GELS FOR GIVING A TANNING COLOR TO BE USED IN THE CAR, TANNING SUBSTANCES, FACE AND BODY HIDING SUBSTANCES, EYEBROW PENCILS, COSMETIC PENCILS, CHEEK ROUGE, NAIL POLISH, NAIL POLISH TOP LAYERS, NAIL POLISH BASE LAYERS, FAST-DRY NAIL POLISH TOP LAYERS, NAIL CONDITIONERS, NAIL HARDENERS, NAIL POLISH REMOVER, NAIL FLUTE FILLERS, THAT IS CREAM USED IN THE CARE OF NAILS TO ENSURE A SOFT SURFACE FOR NAILS, CUTICLE MOISTENING CREAM, CUTICLE REMOVING PREPARATIONS, NAIL BLEACHES, THAT IS NON-MEDICATED BLEACHING CREAM, BATH POWDERS, BATH OILS, SPRAY OIL FOR FACE AND BODY, SKIN SOAP, POTPOURRIS, MASSAGE OILS, ESSENTIAL OILS FOR PERSONAL USE.
118507		A LINE AMERICAN STYLE and Design	10/23/2002	586257			PENDING		24
	24 - SHEETS, PILLOW CASES, SHAMS, DUST RUFFLES, DUVET COVERS, BLANKETS, COMFORTERS, QUILTS, BATH TOWELS, BEACH TOWELS, WASH CLOTHS, BODY SHEETS AND BATH RUGS
T30107 CL00		ERIKA	12/10/2008	847750			PENDING		25
	25 -apparel, footwear and headgear
T30044 CL00		JUDITH JACK	10/1/2001	544452			PENDING		14,18,25
	14 -Jewelry and Watches
	18 - Handbags
	25 - Belts
CHINA
T30372 CN10		AK ANNE KLEIN in Chinese characters	9/22/2006	5624540			PENDING		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30372 CN11		AK ANNE KLEIN in Chinese characters	9/22/2006	5624541			PENDING		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, table clocks and parts therefor
T30372 CN12		AK ANNE KLEIN in Chinese characters	9/22/2006	5624543			PENDING		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30372 CN13		AK ANNE KLEIN in Chinese characters	9/22/2006	5630217			PENDING		35
	35 -
T30372 CN19		AK ANNE KLEIN in Chinese characters	9/22/2006				PENDING		18
	18 -

Owner Trademark Report by Mark Printed: 4/27/2009 Page 8

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued . . .
249166		ALBERT NIPON	8/15/2005	4844135			PENDING		18
	18 - Leather and imitations of leather, handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks.
249173		ALBERT NIPON	8/15/2005	4836529			PENDING		25
	25 - Clothing, Footwear, headgear, belts, scarves, neckties, socks and stockings.
T30372CN02		ANNE KLEIN in Chinese characters	9/22/2006	5624549			PENDING		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, table clocks and parts therefor
T30372CN03		ANNE KLEIN in Chinese characters	9/22/2006	na			PENDING		18
	18 -
T30372CN04		ANNE KLEIN in Chinese Characters	9/22/2006	5624570			PENDING		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30372CN05		ANNE KLEIN in Chinese characters	9/22/2006	5630218			PENDING		35
	35 -
T30372CN01		ANNE KLEIN in Chinese	9/22/2006	5624548			PENDING		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30372CN06		ANNE KLEIN NEW YORK in Chinese characters	9/22/2006	5624545			PENDING		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30372CN07		ANNE KLEIN NEW YORK in Chinese characters	9/22/2006	5624544			PENDING		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, table clocks and parts therefor
T30372CN08		ANNE KLEIN NEW YORK in Chinese characters	9/22/2006	5624547			PENDING		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30372CN09		ANNE KLEIN NEW YORK in Chinese characters	9/22/2006	5630216			PENDING		35
	35 -
T30372CN20		ANNE KLEIN NEW YORK in Chinese characters	9/22/2006	5624546			PENDING		18
	18-
T30394CN01		ANNE KLEIN NEW YORK Logo	9/7/2006	5591462			PENDING		09
	09 - Eyeglass frames, sunglasses, non-prescription magnifying eyeglasses, eyeglass and sun glass cases, eyeglass and sun glass chains and cords, clip-on sunglasses, anti-glare glasses, common eyeglasses, eye shades, goggles for sports, shooting glasses, binoculars;
T30394CN02		ANNE KLEIN NEW YORK Logo	9/7/2006	5591463			PENDING		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, table clocks and parts thereof
T30394CN03		ANNE KLEIN NEW YORK Logo	9/7/2006	5591465			PENDING		35
	35 - Advertising and publicity services, retail store services and online services offering the sale of apparel, handbags, footwear, jewelry, belts, scarves, sunglasses, watches and small gift items

Owner Trademark Report by Mark Printed: 4/27/2009 Page 9

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued . . .
T30394CN04		ANNE KLEIN NEW YORK Logo	9/7/2006	5591464			PENDING		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attaché cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
T30107CN00		ERIKA	1/7/2004	3878890			PENDING		25
	25 - Footwear, headgear, socks, stockings, gloves, ties, belts, swimwear, raincoats
T30108CN00		ERIKA COLLECTION	9/12/2003	3714091			PENDING		25
	25 - clothing, footwear, headgear, socks, stockings, gloves, ties, belts, swimwear, raincoats
T30429CN04		EVAN-PICONE in Chinese Characters	8/3/2006	5519655			PENDING		03
	03 -
T30429CN10		EVAN-PICONE in Chinese characters	8/3/2006	5519656			PENDING		18
	18 - Garment bags for travel; handbags; suitcases; valises; trunks(luggage); purses; pocket wallets; backpacks; shopping bags; briefcases; vanity cases for containing cosmetic purpose (not fitted).
T30429CN11		EVAN-PICONE in Chinese characters	8/3/2006	5519657			PENDING		25
	25 - Ready-made clothing; knitwear (clothing); outer clothing; jackets (clothing); suits jerseys (clothing); shirts; skirts trousers; scarf; gloves (clothing); hosiery; sweaters; belts (clothing); headgear.
T30124CN00		GLO	10/10/2004	93052000			PENDING		25
	25 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sport coats, blazers, coats, vests, jackets, tOshirts, overalls, swimsuits, [socks], sleepwear, robes, footwear, blouses, skirts, dresses,[ hosiery, tights, stockings,] briefs, bras, and panties
T30286CN00		GRANE	12/24/2008	7130462			PENDING		25
	25 - jeans, headgear and footwear
T30286CN01		GRANE	12/24/2008	7130463			PENDING		18
	18 - handbags, satchels, shoulder bags, duffle bags, backpacks, clutches, totes, small leather goods (wallets, key cases, cosmetic cases sold empty, purses, checkbook holders) and similar goods made of other fabrications.
T30200CN01		JEANSTAR	10/12/2007	6319303			PENDING		024
	024 - fabrics
T00094CN00		JNY	3/13/2008	6594628			PENDING		26
	26 - Buttons; snaps; zipper pulls; clothing (edgings for–); trimmings for clothing; false hair; haberdashery, except thread; artificial flowers; shoulder pads for clothing; patches (heat adhesive –) for decoration of textile articles [haberdashery]; linen (letters for marking –); cozies
T00094CN02		JNY	3/21/2008	661 0917			PENDING		25
	25 - layettes;bathing suits; waterproof clothing; masquerade costumes; gymnastic shoes; shoes; hats; hosiery; gloves; scarves; belts; chasubles; sashes for wear; wimples; maniples; caps; masks; wedding cloth.
T00095CN01		JNY JONES NEW YORK	3/21/2008	6610816			PENDING		25
	25 -layettes; bathing suits; waterproof clothing; masquerade costumes; gymnastic shoes; shoes; hats; hosiery; gloves; scarves; belts; chasubles; sashes for wear; wimples; maniples; caps; masks; wedding cloth.
T00103CN02		JONES NEW YORK	3/31/2006	5254967			PENDING		9
	9 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
T00103CN03		JONES NEW YORK	12/4/2006	5764996			PENDING		03
	03 - cosmetics; perfumery; perfumes; toiletries; soap; shampoo; laundry preparations; cleaning preparations; polishing preparations; abrasive paste; essential oils; dentifrices; potpourris (fragrances); cosmetics for animals
T00103CN04		JONES NEW YORK	12/4/2006	5764995			PENDING		14
	14 - necklaces (jewelry); brooches of precious metals; chains (jewelry); bracelets (jewelry); earrings (jewelry); rings; ornaments (jewelry); pins (jewelry); badges of precious metals; watches; precious metals, unwrought or semi-wrought; imitation gold (Objects of–)

Owner Trademark Report by Mark Printed: 4/27/2009 Page 10

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued . . .
T30203CN00		JONES NEW YORK	12/24/2004	4432680			PENDING		025
	025 - jackets; coats; pants (not being inner pants or sports pants); skirts; dresses; blouses; //knit shirts, knit skirts”
T30203CN01		JONES NEW YORK	12/4/2006	5764997			PENDING		03
	03 - cosmetics; perfumery; perfumes; toiletries; soap; shampoo; laundry preparations; cleaning preparations; polishing preparations; abrasive paste; essential oils; dentifrices; potpourris (fragrances); cosmetics for animals
T30203CN02		JONES NEW YORK	12/4/2006	5764998			PENDING		09
	09 - sunglasses; eyeglasses; eyeglass frames; eyeglass cases
T30203CN03		JONES NEW YORK	12/4/2006	5764999			PENDING		14
	14 - necklaces (jewelry); brooches of precious metals; chains (jewelry); bracelets (jewelry); earrings (jewelry); rings; ornaments (jewelry); pins (jewelry); badges of precious metals; watches; precious metals, unwrought or semi-wrought; imitation gold (Objects of-)
T30203CN04		JONES NEW YORK	12/4/2006	5765000			PENDING		18
	18 - luggage; handbags; purses; briefcase; school bags; tote bags; duffel bags; beach bags; traveling trunks; traveling valises; cosmetic bags sold empty; umbrellas; key cases (leatherwear); wallets; passport cases (leatherwear); leather, unworked or semi-worked; fur; walking sticks; clothing for pets;
T30372CN14		JONES NEW YORK in Chinese characters	9/22/2006	5624538			PENDING		09
	09 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, table clocks and parts therefor
T30372CN15		JONES NEW YORK in Chinese characters	9/22/2006	5624537			PENDING		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, table clocks and parts therefor
T30372CN17		JONES NEW YORK in Chinese characters	9/22/2006	5624535			PENDING		025
	025 -
T30372CN18		JONES NEW YORK in Chinese characters	9/25/2006	5630215			PENDING		35
	35 -
T30372CN21		JONES NEW YORK in Chinese characters	9/22/2006	5624536			PENDING		18
	18 -
T30181CNO5		JONES NEW YORK SIGNATURE	3/8/2004	3945709			PENDING		25
	25 - footwear namely, shoes, boots, sandals, sneakers and slippers
T30181CNO6		JONES NEW YORK SIGNATURE	11/14/2008	7057681			PENDING		25
	25 - Belts; layettes [clothing]; bathing suits; raincoat; costumes (masquerade-); gymnastic shoes; hats; hosiery; gloves [clothing]; scarves; chasubles; sashes for wear; wimples; maniples; caps (shower-); sleep masks; wedding dress.” as proposed.
T00118CNO0		JONES WEAR	12/23/2008	5394606			PENDING		25
	25 - Clothing; layettes [clothing]; bathing suits; raincoat; costumes (masquerade-); gymnastic shoes; shoes; hats; hosiery; gloves [clothing]; scarves; leather belts [clothing]; chasubles; sashes for wear; wimples; maniples; caps (shower-); sleep masks; wedding dress.

Owner Trademark Report by Mark Printed: 4/27/2009 Page 11

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued . . .
T30402CN00		KASPER	12/16/2008	7115789			PENDING		18
	18 - Animal skins; handbags, shoulder bags, clutches, satchels, duffel bags, overnight bags; wallets, key cases [leatherwear], purses, coin purses, checkbook holders (made by leather), cosmetic cases sold empty; coverings of skins [furs]; leather straps; fur-skins; umbrellas; walking sticks; clothing for pets; sausages (gut for making).
T30402CN01		KASPER	12/16/2008	7115788			PENDING.		25
	25 - Clothing; layettes [clothing]; bathing suits; raincoat; costumes (masquerade-); gymnastic shoes; shoes; hats; hosiery; gloves [clothing]; scarves; leather belts [clothing]; chasubles; sashes for wear; wimples; maniples; caps (shower-); sleep masks; wedding dresses.
T30162CN02		L.E.I.	3/12/2002	3112144			PENDING		25
	25 - apparel footwear and headgear
T30478CN00		L.E.I. [365]	2/1/2009	NA			PENDING		25
	25 - Tops and Bottoms
T30478CN01		L.E.I. [365] LIFE ENERGY INTELLIGENCE	2/4/2009	NA			PENDING		25
	25 - Tops and Bottoms
T00185CN01		RENA ROWAN	12/23/2008	5334663			PENDING		25
	25 - Clothing; layettes [clothing]; bathing suits; raincoat; costumes (masquerade-); gymnastic shoes; shoes; hats; hosiery; gloves [clothing]; scarves; leather belts [clothing]; chasubles; sashes for wear; wimples; maniples; caps (shower-); sleep masks; wedding dress.
COLOMBIA
T30354CO03		AK ANNE KLEIN	4/4/2007	07034291			PENDING		03
	03 - Cosmetics and fragrances
CYPRUS
T00103CY00		JONES NEW YORK	7/13/2004	70384			PENDING		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
DOMINICA
T30044DM00		JUDITH JACK	11/6/2001	2003-7171			PENDING		14,37
	14 - JEWELRY
	37 - LOCAL CLASS 37 FOR BELTS AND HANDBAGS
ECUADOR
247140		AK ANNE KLEIN	6/6/2005	158046			PENDING		35
	35 - Advertising and publicity services; retail store services, online services
EGYPT
T30276EG00		AK ANNE KLEIN	3/11/2008	214076			PENDING		03
	03 - Fragrances and Cosmetics
T30276EG01		AK ANNE KLEIN	3/11/2008	214077			PENDING		9
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276EG02		AK ANNE KLEIN	3/11/2008	214078			PENDING		14
	14 - Jewelry and Watches
T30276EG03		AK ANNE KLEIN	3/11/2008	214079			PENDING		18
	18 - Handbags and Small leather Goods
T30276EG04		AK ANNE KLEIN	3/11/2008	214080			PENDING		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276EG05		AK ANNE KLEIN	3/11/2008	214081			PENDING		35
	35 - The bringing together for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase those goods.

Owner Trademark Report by Mark Printed: 4/27/2009 Page 12

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EGYPT continued . . .
T30155EG00		L.E.I. Design	7/17/1999	125395			PENDING		25
	25 - Apparel footwear and headgear
T30154EG04		L.E.I. LIFE ENERGY INTELLIGENCE Design	6/18/2005	160309			PENDING		25
	25 - apparel
EUROPEAN UNION (CTM)
T00066EU01		EVAN-PICONE	10/29/2003	3465606			PENDING		9,35
	9 - eyewear
	35 - retail store services
118448		KASPER A.S.L.	6/20/2001	2276210			PENDING		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; jewelry made of precious metals or coated therewith, namely ankle bracelets, identification bracelets, bracelets, belt buckles, brooches, chains, charms, ear clips, cufflinks, earrings, hat ornaments, money clips, necklaces, ornamental pins, pendants, rings, tie clips, tie pins, tie tacks, wedding bands - - all made of precious metal or coated therewith; costume jewelry; watches, parts and accessories thereof, namely wrist watches, stop watches, watch fobs, pocket watches; watch bands, watch straps, watch bracelets, watch chains; watch cases, watch movements; clocks, namely wall clocks, table clocks, alarm clocks
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; parasols and walking sticks; whips, harness and saddlery; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), leather shoulder belts, grooming kits (sold empty), wallets, billfolds, credit card cases, business card cases, key cases, passport cases, coin purses, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, satchels, suitcases, luggage, trunks; umbrellas; beach umbrellas
	25 - Clothing, namely coats, overcoats, trench coats, fur coats, capes, raincoat, ponchos, anoraks, parkas, blazers, jackets, cardigans, boleros, sport coats, wind resistant jackets, fur stoles, suits, vests, dresses, caftans, evening gowns, cocktail dresses, jumpers, skirts, evening skirts and tops, pants, slacks, trousers, jeans, dungarees, jumpsuits, overalls, coveralls, flight suits, jogging suits, sweat pants, shorts, skorts, rompers, culottes, sweaters, pullovers, jerseys, shirts, formal shirts, blouses, tunics, sweatshirts, T-shirts, halter tops, tank tops, bodysuits, unitards, camisoles, chemises, undershirts, slips, bustiers, garter belts, briefs, boxer shorts, bloomers, underpants, panties, thermal underwear, lingerie, nightgowns, night shirts, negligees, robes, pajamas, aprons, hosiery, pantyhose, tights, knee high stockings, leg warmers, leggings, socks, neckties, bow ties, ascots, pocket squares, handkerchiefs, scarves, shawls, neckerchiefs, gloves, mittens, belts, sashes, cummerbunds, swimwear, bathing suits, beach robes, beachwear, sarongs, ski apparel, ski suits, ski bibs, ski pants, ski gloves, thermal socks, golf apparel, golf shirts, golf pants, golf shorts, golf gloves, tennis apparel, tennis shirts, tennis pants, tennis shorts, tennis gloves, infant wear, creepers, snow suits, bibs, booties, pinafores, playsuits; headwear, namely hats, caps, berets, earmuffs, hoods, head bands; footwear, namely shoes, sandals, boots, high boots, hiking boots, slippers, galoshes, sneakers, athletic footwear, golf shoes, tennis shoes
FEDERATION OF RUSSIA
T00094RUO0		JNY	7/5/2005	2005716351			PENDING		18,25,35
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - pants, skirts, dresses, jackets, coats, blouses, shirts, hosiery, belts and footwear
	35 - retail store services
GUATEMALA
T30276GTO3		ANNE KLEIN NEW YORK	11/7/2006	934902006			PENDING		18
	18 -
HONDURAS
247194		AK ANNE KLEIN	6/28/2005	14923/2005			PENDING		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
247147		AK ANNE KLEIN	6/28/2005	14924/2005			PENDING		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
INDIA

Owner Trademark Report by Mark Printed: 4/27/2009 Page 13

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
INDIA continued . . .
384		JONES NEW YORK	6/16/1997	755887			PENDING	25
	25 - Clothing, footwear, headgear.
250608		KASPER	9/27/2005	1387766			PENDING	18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
T30154IN01		L.e.i. (stylized)	7/15/1999	866124			PENDING	025
	025 - Apparel footwear and headgear
T30157IN00		LIFE ENERGY INTELLIGENCE	7/15/1999	866125			PENDING	25
	25 - Apparel footwear and headgear
INDONESIA
247154		AK ANNE KLEIN	6/13/2005	D00.2005.0077			PENDING	18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs.. fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
T30354ID04		AK ANNE KLEIN	11/17/2006	D00.2006.037419			PENDING	03
	03 - Fragrances and Cosmetics
T30354ID05		AK ANNE KLEIN	11/17/2006	D00.2006.037420			PENDING	09
	09 -
T30276ID01		ANNE KLEIN NEW YORK	11/17/2006	D00.2006.037421			PENDING	03
	03 - Fragrances and Cosmetics
T30276ID02		ANNE KLEIN NEW YORK	11/17/2006	D00.2006.037422			PENDING	09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276ID03		ANNE KLEIN NEW YORK	11/17/2006	D00.2006.037423			PENDING	14
	14 - Jewelry and Watches
T30276ID04		ANNE KLEIN NEW YORK	11/17/2006	D00.2006.037424			PENDING	18
	18 - Handbags and small leather goods
T30276ID05		ANNE KLEIN NEW YORK	11/17/2006	D00.2006.037425			PENDING	25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual),. mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T00094ID00		JNY	7/17/2006	D002006022566			PENDING	25
	25 - slacks, skorts, blazers, cardigans, pullovers, jeans, jackets, sweaters, camisoles, culottes, tank tops, jumpsuits skirts, suits, shorts, blouses, dresses, vests, t-shirts and dusters.
KAZAKHSTAN
T30354KZ00		AK ANNE KLEIN	3/26/2007	38463			PENDING	18,25,35
								14
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	35 - Advertising; business management; business administration; office functions; bringing together for the benefit of others a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase the goods; procurement services for others [purchasing goods and services for other businesses]
	14 - Jewelry and Watches

Owner Trademark Report by Mark Printed: 4/27/2009 Page 14

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
KAZAKHSTAN continued . . .
T30276KZ00		ANNE KLEIN NEW YORK	3/26/2007	38464			PENDING		18,25,35 14
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	35 - Advertising; business management; business administration; office functions; bringing together for the benefit of others a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase the goods; procurement services for others [purchasing goods and services for other businesses]
	14 - Jewelry and Watches
MALAYSIA
247163		AK ANNE KLEIN	6/9/2005	5009211			PENDING		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
247164		AK ANNE KLEIN	6/9/2005	5009210			PENDING		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
118894		ANNE KLEIN II	4/7/1994	94/02648			PENDING		14
	14 - WOMEN’S JEWELRY, WATCHES, CLOCKS AND TABLE CLOCKS
T30276MY02		ANNE KLEIN NEW YORK	11/1/2006	06019855			PENDING		14
	14 - Jewelry and Watches
T30276MY04		ANNE KLEIN NEW YORK	11/1/2006	06019858			PENDING		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30007/MY00		NAPIER (stylized)	5/24/1995	4867/95			PENDING		14
	14 - JEWELRY MADE OF PRECIOUS AND SEMI-PRECIOUS MATERIALS.
MEXICO
118535		A and Design	10/14/2002	570594			PENDING		18
	18 - Handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, leather key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, checks book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, the cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas.
T30107MX00		ERIKA	12/16/2003	634535			PENDING		25
	25 - CLOTHING, NAMELY, DRESSES, ACRYLIC SWEATERS AND PULLOVERS, INDIAN GAUZE TOPS, NYLON KNIT BLOUSES, DENIM PANTS, SKIRTS AND VESTS, T-SHIRTS, POLO SHIRTS, SWEATSHIRTS, SWEATPANTS, DENIM, SHORTS AND FOOTWEAR.
T30124MX00		JEANSTAR and Design	12/6/2000	461306			PENDING		25
	25 - Women’s and children’s pants, jeans, jumpsuits, shorts, shirts, sweaters, vests, jackets, t-shirts, overalls, swimsuits, socks and underwear; and Women’s’ and Girls’ blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, underwear, namely briefs and tops, bras and panties, hats scarves, gloves and footwear namely shoes, boots and sandals.
T30162MX00		L.E.I.	8/31/2001	504822			PENDING		25
	25 - Apparel footwear and headgear
T30155MX00		L.E.I. Design	3/2/1999	365659			PENDING		25
	25 - Apparel footwear and headgear

Owner Trademark Report by Mark Printed: 4/27/2009 Page 15

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MEXICO continued . . .
T30154MX16		L.E.I. LIFE ENERGY	3/4/2001	366107			PENDING		25
		INTELLIGENCE /Riding Wear
		DeSign
	25 - Apparel footwear and headgear
T30154MX17		L.E.I. LIFE ENERGY	7/20/1999	383678			PENDING		25
		INTELLIGENCE /Slanted
		Letter Design
	25 - Apparel footwear and headgear
T30154MX08		L.E.I. LIFE ENERGY	3/10/1999	366876			PENDING		25
		INTELLIGENCE full original logo
	25 - Apparel footwear and headgear
T30154MX09		L.E.I. LIFE ENERGY	8/31/2001	504816			PENDING		25
		INTELLIGENCE full updated logo
	25 - Apparel footwear and headgear
T30154MX25		L.E.I. (Stylized)	10/16/2008	968201			PENDING		25
	25 - Clothing, footwear, headgear
T30157MX00		LIFE ENERGY INTELLIGENCE	3/2/1999	365658			PENDING		25
	25 - Apparel footwear and headgear
T30154MX01		LIFE ENERGY INTELLIGENCE	11/27/1999	394950			PENDING		25
		JEANS L.E.I. Design
	25 - Apparel footwear and headgear
T30154MX11		LIFE ENERGY INTELLIGENCE	8/31/2001	396247			PENDING		25
		L.E.I. Jeans Design
	25 -
T30005MX01		NAPIER	3/29/2005	709121			PENDING		14
	14 - SEE FILE FOR LIST OF FILED-FOR GOODS.
T30162MX03		THE ORIGINAL L.E.I. DENIM	8/31/2001	504812			PENDING		25
		JEANS Design
	25 - Apparel footwear and headgear
PAKISTAN
240355		KASPER	1/25/2005	205219			PENDING		25
	25 - Clothing, footwear, headgear.
PANAMA
T30354PA03		AK ANNE KLEIN	11/8/2006	156539			PENDING		03
	03 - Fragrances and Cosmetics
T30354PA04		AK ANNE KLEIN	11/8/2006	156538			PENDING		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30354PA05		AK ANNE KLEIN	11/8/2006	156537			PENDING		14
	14 - Jewelry and Watches
T30276PA00		ANNE KLEIN NEW YORK	11/8/2006	156536			PENDING		03
	03 - Fragrances and Cosmetics
T30276PA01		ANNE KLEIN NEW YORK	11/8/2006	156535			PENDING ·		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276PA02		ANNE KLEIN NEW YORK	11/8/2006	156534			PENDING		14
	14 - Jewelry and Watches

Owner Trademark Report by Mark Printed: 4/27/2009 Page 16

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PERU
T30124PE00		GLO	8/31/2004	218874			PENDING		025
	025 -
PHILIPPINES
T00094PH00		JNY	12/17/2007	42007013874			PENDING		25
	25 - CLOTHING, NAMELY, DRESSES, SKIRTS, PANTS, SHORTS, TOPS, SHIRTS BLOUSES, SWEATERS, JUMPSUITS, JACKETS AND COATS, VESTS, ACTIVE WEAR, OUTER WEAR, CASUAL BOTTOMS, DENIM BOTTOMS, HATS
T00103PH03		JONES NEW YORK	9/5/2008	4-2008-010781			PENDING		25
	25 - Clothing for women and misses, namely skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, footwear; tailored clothing for men namely suits, slacks jackets, pants, sports coats and neckwear, in International Class 25
T00103PH04		JONES NEW YORK	1/22/2009	42009000752			PENDING		18
	18 - Handbags
T30181PH01		JONES NEW YORK SIGNATURE		42008000406			PENDING		25,3,9
									14,18
	25 - footwear namely, shoes, boots, sandals, sneakers and slippers Clothing namely, skirts, suits, slacks, pants; shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits
	3 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
	9 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
	14 - watches and jewelry
	18 - Luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport cases; umbrellas
PUERTO RICO
T30276PR00		AK ANNE KLEIN	3/26/2008	na			PENDING		14
	14 - Watches
T30276PR01		ANNE KLEIN NEW YORK	3/26/2008	na			PENDING		14
	14 - Watches
QATAR
T00103QA00		JONES NEW YORK	3/3/2008	49506			PENDING		9
	9 - Ophthalmic or prescription eyewear and sunglasses, and non-prescription eyewear and sunglasses, frames and eyewear related
T00103QA01		JONES NEW YORK MEN’S	3/3/2008	49507			PENDING		9
	9 - Ophthalmic or prescription eyewear and sunglasses, and non-prescription eyewear and sunglasses, frames and eyewear related
T00111QA00		JONES NEW YORK PETITE	3/3/2008	49508			PENDING		9
	9 - Ophthalmic or prescription eyewear and sunglasses, and non-prescription eyewear and sunglasses, frames and eyewear related
SAUDI ARABIA
T30276SA00		AK ANNE KLEIN	2/27/2008	127586			PENDING		3
	3 - Cosmetics and Fragrances
T30276SA01		AK ANNE KLEIN	2/27/2008	127587			PENDING		9
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276SA02		AK ANNE KLEIN	2/27/2008	127588			PENDING		18
	18 - Handbags and Small leather Goods

Owner Trademark Report by Mark Printed: 4/27/2009 Page 17

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SAUDI ARABIA continued . . .
T30276SAO3		AK ANNE KLEIN	2/27/2008	127589			PENDING	25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276SAO4		AK ANNE KLEIN	2/27/2008	127590			PENDING	35
	35 - The bringing together for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase those goods.
T30276SA05		AK ANNE KLEIN	3/8/2008	127905			PENDING	14
	14 - jewelry and watches
T00103SAO2		JONES NEW YORK	3/12/2008	128135			PENDING	9
	9 - Ophthalmic or prescription eyewear and sunglasses, and non-prescription eyewear and sunglasses, frames and eyewear related
SINGAPORE
T30203SG00		JONES NEW YORK	12/28/2004	T0422939B			PENDING	025
	025 - Apparel, namely, jackets, coats, pants, skirts, dresses, blouses, knitwear, sweaters and jerseys.
SOUTH AFRICA
225234		ANNE KLEIN	12/3/2004	2004/22638			PENDING	18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30162ZA01		L.E.I. Design	7/21/1999	9913101			PENDING	25
	25 - Apparel footwear and headgear
SOUTH KOREA
T00066KR02		EVAN-PICONE	7/3/2008	326432008			PENDING	25
	25 - wearing apparel
SRI LANKA
118465		ANNE KLEIN 2	8/9/2000	99352			PENDING	25
	25 - CLOTHING, FOOTWEAR AND HEADGEAR
SURINAME
T00103SR01		JONES NEW YORK	2/8/2007	20692			PENDING	9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists); non-prescription sunglasses and Cases for spectacles and for contact lenses; Chains for spectacles.
TAIWAN
T00103TWO2		JONES NEW YORK	12/4/2006	na			PENDING	03
	03 - cosmetics; perfumery; perfumes; toiletries; soap; shampoo; laundry preparations; cleaning preparations; polishing preparations; abrasive paste; essential oils; dentifrices; potpourris (fragrances); cosmetics for animals
T00103TWO3		JONES NEW YORK	12/4/2006	na			PENDING	14
	14 - necklaces (jewelry); brooches of precious metals; chains (jewelry); bracelets (jewelry); earrings (jewelry); rings; ornaments (jewelry); pins (jewelry); badges of precious metals; watches; precious metals, unwrought or semi-wrought; imitation gold (Objects of-)
T30203TWO1		JONES NEW YORK	12/4/2006	na			PENDING	03
	03 - cosmetics; perfumery; perfumes; toiletries; soap; shampoo; laundry preparations; cleaning preparations; polishing preparations; abrasive paste; essential oils; dentifrices; potpourris (fragrances); cosmetics for animals
T30203TWO2		JONES NEW YORK	12/4/2006	na			PENDING	09
	09 - sunglasses; eyeglasses; eyeglass frames; eyeglass cases
T30203TW03		JONES NEW YORK	12/4/2006	na			PENDING	14
	14 - necklaces (jewelry); brooches of precious metals; chains (jewelry); bracelets (jewelry); earrings (jewelry); rings; ornaments (jewelry); pins (jewelry); badges of precious metals; watches; precious metals, unwrought or semi-wrought; imitation gold (Objects of-)

Owner Trademark Report by Mark Printed: 4/27/2009 Page 18

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued . . .
T30203TW04		JONES NEW YORK	12/4/2006	na			PENDING	18
	18 - luggage; handbags; purses; briefcase; school bags; tote bags; duffel bags; beach bags; traveling trunks; traveling valises; cosmetic bags sold empty; umbrellas; key cases (leatherwear); wallets; passport cases (leatherwear); leather, unworked or semi-worked; fur; walking sticks; clothing for pets
THAILAND
T30354TH04		AK ANNE KLEIN	10/7/2006	644125			PENDING	09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276TH01		ANNE KLEIN NEW YORK	10/7/2006	644130			PENDING	09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
TRINIDAD & TOBAGO
T30276TT01		ANNE KLEIN NEW YORK	11/30/2006	38027			PENDING	3,9,14
									18,25
	3-
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 -
T00103TI00		JONES NEW YORK					MAILED	9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30044TI00		JUDITH JACK	10/16/2001	32343			PENDING	14,18,25
	14 - Jewelry and watches
	18 - Handbags
	25 - belts
UNITED ARAB EMR
247189		AK ANNE KLEIN	6/21/2005	70606			PENDING		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
247190		AK ANNE KLEIN	6/21/2005	70607			PENDING		35
	35 - Advertising and publicity services; online services; the bringing together for the benefit of others, of a variety of good (excluding the transport thereof), enabling customers to conveniently view and purchase those goods
T00103AE00		JONES NEW YORK	1/29/2006	77138			PENDING	25
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits; Outerwear namely, overcoats, capes, jackets, coats jackets and stoles made of fur, coats and jackets made of leather and rainwear; Intimate Apparel namely, sleepwear namely, pajamas, nightshirts, nightgowns and robes; intimate apparel namely, panties, brassieres, petticoats, slips half-slips, chemises, teddies, garter belts, girdles, tank tops and boxers briefs; hosiery namely, pantyhose, socks, leotards, tights and leggings; Swimwear and swimwear cover-ups; Fashion accessories namely, belts and suspenders; scarves, shawls, hats, mittens and gloves; Footwear namely, shoes, boots, sandals, sneakers and slippers; Active wear namely, sweatshirts sweatpants, warm-up jackets, tennis and racquetball outfits, crew shirts and baseball jackets; jogging and running warm-up jackets and tennis skirts
T00103AE01		JONES NEW YORK	2/24/2008	107762			PENDING	9
	9 - Ophthalmic or prescription eyewear and sunglasses, and non-prescription eyewear and sunglasses, frames and eyewear related
VENEZUELA
247192		AK ANNE KLEIN	6/2/2005	11998/2005			PENDING	25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
247193		AK ANNE KLEIN	6/2/2005	11994/2005			PENDING	35
	35 - Advertising and publicity services; retail store services, online services

Owner Trademark Report by Mark Printed: 4/27/2009 Page 19

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
VENEZUELA continued . . .
247191		AK ANNE KLEIN	6/2/2005	11997/2005			PENDING		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases,business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
253162		AK ANNE KLEIN	12/28/2005	28949/2005			PENDING		46
	46 - Retail store services, online services.
T30107VE00		ERIKA	12/19/2003	188882003			PENDING		25
	25 - Apparel, footwear, headgear
T30162VE00		L.E.I.	10/1/1999	99012452			PENDING		25
	25 - Apparel footwear and headgear
T30162VE01		L.E.I. Design	10/1/1999	99012451			PENDING		25
	25 - Apparel footwear and headgear
				END OF REPORT			TOTAL ITEMS SELECTED =		251

TRADEMARK. APPLICATIONS

Foreign

Nine West Development Corporation

Owner Trademark Report by Country		Printed: 4/27/2009	Page 1
Country
Status:	PENDING

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ARGENTINA
T00012AR00		BANDOLINO (Word Mark)	10/7/2004	2.546.332			PENDING	35
	35 - The bringing together, for the benefit of others, of a variety of goods (excluding the transport thereof), enabling consumers to conveniently view and purchase those goods”, which is an acceptable description for the Trademark Office.
T30202AR03		NINE WEST (Word Mark)	5/16/2005	2590462			PENDING	25
	25 - Clothing, footwear, headgear
T30202AR04		NINE WEST (Word Mark)	5/16/2005	2590463			PENDING	35
	35 - The bringing together, for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase those goods.
AZERBAIJAN
T30441AZ00		BOUTIQUE 9	6/6/2008	TBD			PENDING	14,18,25
	14- Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments;
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; handbags; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery;
	25 - Clothing, footwear, headgear;
T00055AZ00		EASY SPIRIT (Word Mark)	1/16/2008	TBD			PENDING	18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear;
T30224AZ00		ENZO ANGIOLINI (Word Mark)	1/16/2008	N/A			PENDING	18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear;
T30202AZ00		NINE WEST (Word Mark)	1/16/2008	TBD			PENDING	09,14,18
								25,35
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords;
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments;
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear;
	35 - Retail store services;
BAHAMAS
T00012BS00		BANDOLINO (Word Mark)	8/8/2002	25,228			PENDING	37
	37 - All Goods in Local Class
T00012BS01		BANDOLINO (Word Mark)	8/8/2002	25,229			PENDING	25
	25 - Clothing and headgear (local class 38)
T30441BS00		BOUTIQUE 9	4/19/2007	30,500			PENDING	14
	14 - Jewelry
T30441BS01		BOUTIQUE 9	4/19/2007	30,501			PENDING	18
	18 - Handbags and small leather goods (Local Class 37)
T30441BS02		BOUTIQUE 9	4/19/2007	30,502			PENDING	25
	25 - Clothing, footwear and headgear (Local Class 38)
T30243BS00		COMFORT 2 (STYLIZED)	12/16/2004	27,274			PENDING	25
	25 - FOOTWEAR

Owner Trademark Report by Mark Printed: 4/27/2009 Page 2

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BAHAMAS continued . . .
T00057BSO0		EASY SPIRIT (Stylized)	8/8/2002	25,226			PENDING	18
	18 - All goods in local class 37.
T00055BSO1		EASY SPIRIT (Word Mark)	8/8/2002	25,227			PENDING	25
	25 - Clothing, headgear in local class 38
T00055BSO2		EASY SPIRIT (Word Mark)	7/11/2005	27,915			PENDING	09
	09 - Instruments, apparatus and contrivances, not medicated, for surgical or curative purposes, or in relation to the health of men or animals.( Eyeglasses). (Local Class 11)
T00055BS04		EASY SPIRIT (Word Mark)	7/11/2005	27,916			PENDING	14
	14 - Horological instruments.(watches) (Local Class 10)
T00055BS05		EASY SPIRIT (Word Mark)	7/11/2005	27,918			PENDING	09
	09 - Sunglasses, eyewear. (Local Class 50)
T00055BS06		EASY SPIRIT (Word Mark)	7/11/2005	27,917			PENDING	14
	14 - Goods of precious metal (including aluminum, nickel) and jewelry, and imitations of such goods and jewelry
T30224BS00		ENZO ANGIOLINI (Word Mark)	8/8/2002	25,230			PENDING	14
	14 - Watches (Local Class 10)
T30224BS01		ENZO ANGIOLINI (Word Mark)	8/8/2002	25,232			PENDING	14
	14 - Jewelry (Local Class 13)
T30224BS02		ENZO ANGIOLINI (Word Mark)	8/8/2002	25,235			PENDING	09
	09 - Eyeglass cases (Local Class 50)
T30224BS03		ENZO ANGIOLINI (Word Mark)	8/8/2002	25,231			PENDING	09
	09 - Eyewear (Local Class 8)
T30224BS04		ENZO ANGIOLINI (Word Mark)	8/8/2002	25,233			PENDING	18
	18 - Bags and Shoes (Local Class 37)
T30224BS05		ENZO ANGIOLINI (Word Mark)	8/8/2002	25,234			PENDING	25
	25 - Clothing; headgear (Local Class 37)
T30202BS00		NINE WEST (Word Mark)	8/8/2002	25,236			PENDING	09
	09 - Eyewear (Local Class 8)
T30202BS01		NINE WEST (Word Mark)	8/8/2002	25,241			PENDING	09
	09 - Eyeglass cases, chains, cords (Local Class 50)
T30202BS02		NINE WEST (Word Mark)	8/8/2002	25,238			PENDING	14
	14 - Jewelry (metal) (Local Class 13)
T30202BS03		NINE WEST (Word Mark)	8/8/2002	25,237			PENDING	14
	14 - Watches (Local Class 10)
T30202BS04		NINE WEST (Word Mark)	8/8/2002	25,239			PENDING	25
	25 - shoes, boots, slippers, sandals (Local Class 37)
T30202BS05		NINE WEST (Word Mark)	8/8/2002	25,240			PENDING	25
	25 - Clothing, headgear (Local Class 38)
T30315BSOO		STUDIO 9 (Word Mark)	2/16/2006	29032			PENDING	25
	25 - Clothing, footwear, headgear (Local Class 38)
BAHRAIN
T30441 BHO0		BOUTIQUE 9	1/8/2007	52925			PENDING	14
	14 - Jewelry

Owner Trademark Report by Mark Printed: 4/27/2009 Page 3

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BAHRAIN continued . . .
T30441BHO1		BOUTIQUE 9	1/8/2007	52926			PENDING	18
	18 - Handbags and small leather goods
T30441BHO2		BOUTIQUE 9	1/8/2007	52927			PENDING	25
	25 - Clothing, footwear, headgear
T30233BH01		CIRCA JOAN & DAVID					MAILED	25
	25 - Footwear
T30315BHOO		STUDIO 9 (Word Mark)	4/25/2006	47737			PENDING	25
	25 - Clothing, footwear, headgear
BOTSWANA
T30202BW00		NINE WEST (Word Mark)	7/23/2007	BW/M/07/00495			PENDING	18,25
	18- Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear and headgear
BRAZIL
3834/0447		ANTI-GRAVITY	3/27/2000	822585863			PENDING	25
	25 - Footwear
3834/0407		BANDOLINO (Word Mark)	10/28/1999	822145677			PENDING	25
	25 - Footwear
T30233BR00		CIRCA JOAN & DAVID	1/16/2004	826213413			PENDING	18
	18 - Handbags and leather goods
T30233BR01		CIRCA JOAN & DAVID	1/16/2004	826213421			PENDING	25
	25 - Footwear
T30233BR02		CIRCA JOAN & DAVID & Design	1/16/2004	826213472			PENDING	18
	18 - Handbags and leather goods
T30233BR03		CIRCA ,JOAN & DAVID (Stylized)	1/16/2004	826213375			PENDING	25
	25 - Footwear
T20073BR00		CLOUD NINE (Word Mark)	8/7/1998	820966118			PENDING	25
	25 - Clothes and clothing accessories of common use; clothes and clothing accessories for practice of sports; clothes and clothing accessories for professional use. (Local Classes 25.10, 25.20 and 25.30)
T30232BR00		DAVID & DAVID	1/16/2004	826213448			PENDING	25
	25 - Footwear
T30233BR05		DAVID & DAVID & Design	1/16/2004	82613430			PENDING	18
	18 - Handbags and small leather accessories
T30224BR02		ENZO ANGIOLINI (Word Mark)		825421500			PENDING	35
	35 - Retail store services in the fields of footwear, apparel, cosmetics, jewelry and leather goods
T30202BR00		NINE WEST (Word Mark)	4/3/2003	825421527			PENDING	25
	25 - All goods in the class.
T30202BR03		NINE WEST (Word Mark)	5/30/2005	827465106			PENDING	09
	09 - Sunglasses and eyewear
T30202BR04		NINE WEST (Word Mark)	5/30/2005	827465149			PENDING	14
	14 - Jewelry and watches
T20247BR21		NINE WEST LOGO	2/26/1999	821443470			PENDING	35
	35 - Retail store services

Owner Trademark Report by Mark Printed: 4/27/2009 Page 4

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BRAZIL continued ...
T30192BR00		PAPPAGALLO (Word Mark)	9/15/2003	825833647			PENDING	25
	25 - All goods in the	class
T20298BRO		SELBY	9/15/1994	818029781			PENDING	25
	25 - Footwear.
CAMBODIA
T30202CBOO		NINE WEST (Word Mark)	10/30/2008	32441			PENDING	09
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
T30202CB01		NINE WEST (Word Mark)	10/30/2008	32442			PENDING	14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
T30202CB02		NINE WEST (Word Mark)	10/30/2008	32443			PENDING	18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags.
T30202CB03		NINE WEST (Word Mark)	10/30/2008	32444			PENDING	25
	25 - Clothing, footwear, headgear.
T30202CB04		NINE WEST (Word Mark)	10/30/2008	32445			PENDING	35
	35 - Retail Store Services
CANADA
T00012CA02		BANDOLINO (Word Mark)	11/29/2007	1,374,084			PENDING	35
	35 - Operation of a retail store specializing in the sale of footwear and handbags
T30441CA00		BOUTIQUE 9	1/4/2007	1,330,196			PENDING	14,18,25
	14 - Jewelry;
	18 - Handbags and small leather goods;
	25 - Footwear
T00033CA00		CLOUD 9 NINE WEST	9/17/1998	0890724			PENDING	18,25
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases, traveling bags, umbrellas and walking sticks;
	25 - Footwear namely shoes, boots, moccasins, sandals, and slippers; handbags; footwear, namely shoes, boots, moccasins, sandals and slippers.
T30243CA00		COMFORT 2 (Stylized)	10/19/2004	1,234,118			PENDING	25
	25 - Boots, shoes sandals slippers.
T30483CA00		EASYPRO	4/7/2009	1,433,818			PENDING	25
	25 - Footwear
T00055CA01		EASY SPIRIT (Word Mark)	7/7/2004	1,222,740			PENDING	24
	24 - Bed sheets, pillow cases, bed sheet sets comprised of bed sheets and pillowcases, bed spreads, throws, duvets and coverlets, comforters, dust ruffles, pillow shams, comforter sets comprised of comforters, bath mats, towels and unfitted fabric furniture slipcovers.
T00055CA02		EASY SPIRIT (Word Mark)	5/17/2005	1,257,984			ALLOWED	18
	18 - Handbags and footwear; small leather goods
T00055CA04		EASY SPIRIT (Word Mark)	5/20/2005	1,258,389			PENDING	09
	09 - Eyewear namely, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains and eyeglass cords.
T30198CA00		EASY SPIRIT COMFORT2	7/8/2004	1,234,116			PENDING	25
	25 - Footwear
T30232CA04		MOOTSIES TOOTSIES	4/30/2005	1,254,802			PENDING	18,25,35
	18 - Handbags and small leather goods;
	25 - Footwear;
	35 - Retail store services;

Owner Trademark Report by Mark Printed: 4/27/2009 Page 5

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CANADA continued . . .
T30078CA01		NINE & COMPANY (Logo)	2/17/2009	1,428,082			PENDING	MC
	MC - Purses, bags, namely handbags, shoulder bags, tote and travel bags, duffel bags, toiletry and cosmetic bags, waist and fanny packs, backpacks, knapsacks, wallets, key purses, pouches, cases, namely attache cases, briefcases, suitcases, vanity cases, coin and card cases, luggage straps, umbrellas (U.S. reg. No. 2,760,248)
	Perfumery;
	Watches (U.S. reg. No. 2,938,076)
	Swimwear (U.S. reg. No. 2,745,259)
	Lingerie, sleepwear (U.S. reg. No. 2,728,246)
	Household sprays, namely room freshening and deodorizing fragrances
	Skin care and cosmetic products, namely skin creams and lotions, make-up remover and facial make-up
	Sunglasses, eyeglasses, eyeglass and sunglass frames and clip-on frames (U.S. reg. No. 2,748,784)
	Accessories, namely belts, socks, hosiery, tights, gloves, mittens, scarves and hats (U.S. reg. No. 2,765,670)
	Household linens, namely bed sheets, bedspreads, comforters, duvets, table cloths, bath towels and face cloths (U.S. reg. No. 3,021,623)
	Toothbrush holders (U.S. reg. No. 3,139,721)
	Household accessories, namely soap dishes and soap dispensers, lotion dispensers and candles
T30202CA01		NINE WEST (Word Mark)	6/28/2004	1,222,027			PENDING	24
	24 - Bed sheets, pillow cases, bed sheet sets comprised of bed sheets and pillow cases, bed spreads, throws, duvets and coverlets, comforters, dust ruffles, pillow shams, comforter sets comprised of comforters, bath mats, towels and unfitted fabric furniture slipcovers.
T30202CA02		NINE WEST (Word Mark)	5/17/2005	1,257,985			PENDING	25
	25 - Leather knit and woven dresses, coats, jackets, blouses, shirts, sweaters, t-shirts, tank-tops, camisoles, cardigans, pullovers, vests, pants, shorts, jeans, skirts; clothing, namely jackets, leather coats and rainwear.
CHILE
T30441CL00		BOUTIQUE 9	3/14/2007	766079			PENDING	14,18,25
	14 - Jewelry
	18 - Handbags and small leather goods
	25 - Clothing, footwear, headgear
T30224CL00		ENZO ANGIOLINI (Word Mark)	4/28/2004	645.320			PENDING	09,14,18
	09 - Goods description not included in filing receipt
	14 - Goods description not included in filing receipt
	18 - Goods description not included in filing receipt
T30315CL00		STUDIO 9 (Word Mark)	1/12/2006	717041			PENDING	25
	25 - Clothing, footwear, headgear
CHINA
T00012CN0		BANDOLINO (Word Mark)	8/6/2004	4207865			PENDING	18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, travel bags, umbrellas and walking
T00012CN02		BANDOLINO (Word Mark)	6/7/2006	5402980			PENDING	09
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords
T00012CN03		BANDOLINO (Word Mark)	6/7/2006	5402981			PENDING	14
	14 - Jewelry and watches
T30423CN00		BANDOLINO in Chinese	7/14/2006	2479739			PENDING	09
	09 - All kinds of eyewear including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords;

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 6
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued...
T30423CNO1		BANDOLINO in Chinese	7/14/2006	2479740			PENDING		14
	14 - Watches and jewelry
T30423CNO2		BANDOLINO in Chinese	7/14/2006	5479742			PENDING		25
	25 - Clothing, footwear, headgear
T30423CNO3		BANDOLINO in Chinese	7/14/2006	5479741			PENDING		18
	18 - Bags, handbags, purses, credit card holders (leatherwear), knapsacks, billfolds, wallets, key fobs (leatherwear), key cases (leatherwear), travel bags, umbrellas and walking sticks.
T30441CN00		BOUTIQUE 9	1/5/2007	5830472			PENDING		14
	14 - Jewelry; precious stones; precious metals, unwrought or semi-wrought; alloys of precious metal; imitation gold (objects of -); clocks;
T30441CN01		BOUTIQUE 9	1/5/2007	5830448			PENDING		18
	18 - Handbags; cheque wallets (made of leather); leather leads; leather thongs; leather; imitation leather; furs; umbrellas; walking sticks; clothing for pets; gut for making sausages
T30441CN02		BOUTIQUE 9	1/5/2008	5830449			PENDING		25
	25 - Clothing, footwear, headgear
T30448CN00		BOUTIQUE 9 in Chinese Characters	2/2/2007	5885728			PENDING		14
	14 - Jewelry; precious stones; precious metals, unwrought or semi-wrought; alloys of precious metal; imitation gold (objects of -); clocks;
T30448CN01		BOUTIQUE 9 in Chinese Characters	2/2/2007	5885727			PENDING		18
	18 - Handbags; cheque wallets (made of leather); leather leads; leather thongs; leather; imitation leather; furs; umbrellas; walking sticks; clothing for pets; gut for making sausages
T30448CN02		BOUTIQUE 9 in Chinese Characters	2/2/2007	5885726			PENDING		25
	25 - Clothing, footwear, headgear
T30232CN01		CIRCA COMFORT 365	7/24/2004	4136620			PENDING		25
	25 - Footwear
T30233CN11		CIRCA JOAN & DAVID	2/16/2006	5160951			PENDING		25
	25 - Footwear
T30233CN03		CIRCA JOAN & DAVID & Design	1/15/2004	3888998			PENDING		25
	25 - Clothing, footwear, headgear
T30233CN13		CIRCA JOAN & DAVID & Design	1/15/2004	3888999			PENDING		18
	18 - handbags and small leather goods
T30429CN00		CIRCA JOAN & DAVID in Chinese Characters	8/3/2006	5519649			PENDING		18
	18 - Garment bags for travel; handbags; suitcases; valises; trunks (luggage); purses; pocket wallets; backpacks; shopping bags; briefcases; vanity cases for containing cosmetic purpose (not fitted).
T30429CN05		CIRCA JOAN & DAVID in Chinese Characters	8/3/2006	5519648			PENDING		25
	25 - Ready-made clothing; knitwear (clothing); outer clothing; jackets (clothing); suits; jerseys (clothing); shirts; skirts; trousers; scarf; gloves (clothing); hosiery; sweaters; belts (clothing); headgear.
T00055CN00		EASY SPIRIT (Word Mark)	8/17/2005	4842775			PENDING		18
	18 - Accessories, handbags, small leather goods
T00055CN01		EASY SPIRIT (Word Mark)	8/17/2005	4842756			PENDING		35
	35 - Retail store services
T00055CN02		EASY SPIRIT (Word Mark)	6/7/2006	5402982			PENDING		09
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords
T00055CN03		EASY SPIRIT (Word Mark)	6/7/2006	5402910			PENDING		14
	14 - Jewelry and watches

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 7
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued...
T00055CN04		EASY SPIRIT (Word Mark)	6/7/2006	5402911			PENDING		25
	25 - Clothing, footwear, headgear
T30198CN00		EASY SPIRIT COMFORT 2 (stylized)	10/26/2004	4330537			PENDING		25
	25 - Footwear
T20139CN01		EASY SPIRIT IN CHINESE CHARACTERS	6/7/2006	5402913			PENDING		09
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords
T20139CN02		EASY SPIRIT IN CHINESE CHARACTERS	6/7/2006	5402912			PENDING		14
	14 - Jewelry and watches
T20139CN03		EASY SPIRIT IN CHINESE CHARACTERS	6/7/2006	5402914			PENDING		18
	18 - Accessories, handbags, small leather goods
T30326CN01		EASY SPIRIT LOGO AND CHINESE LETTERS	4/25/2006	5313807			PENDING		25
	25 - Clothing, footwear, headgear
T30332CN02		EASY SPIRIT LOGO AND CHINESE LETTERS	5/8/2006	5336036			PENDING		35
	35 - Sales promotion for others; import-export agencies advertising; business management and organization consultancy; business information; personnel management consultancy; relocation services for businesses; issuing invoices; accounting; rental of vending
T30326CN03		EASY SPIRIT LOGO AND CHINESE LETTERS	4/25/2006	5313808			PENDING		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, travel bags, umbrellas and walking sticks
T30224CN01		ENZO ANGIOLINI (Word Mark)	8/15/2005	4836530			PENDING		14
	14 - Jewelry and watches
T30420CN00		ENZO ANGIOLINI in Chinese characters	7/14/2006	5479746			PENDING		09
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords
T30420CN01		ENZO ANGIOLINI in Chinese Characters	7/14/2006	5479745			PENDING		14
	14 - Watches and jewelry
2		ENZO ANGIOLINI in Chinese Characters	7/14/2006	5479743			PENDING		25
	25 - Clothing, footwear, headgear
T30420CN03		ENZO ANGIOLINI in Chinese Characters	7/14/2006	2479744			PENDING		18
	18 - Bags, handbags, purses, credit card holders (leatherwear), knapsacks, billfolds, wallets, key fobs (leatherwear), key cases (leatherwear), travel bags, umbrellas and walking sticks.
T30420CN04		ENZO ANGIOLINI in Chinese Characters	7/17/2006	5484943			PENDING		35
	35 - Retail store services with sales promotion for others and import-export agencies “(subclass 3503) which are standard terms bearing similar meaning to retail store services “advertising (subclass 3501); business management and organization consultancy (subclass 3502); business information (subclass 3502); personnel management consultancy (subclass 3504); relocation services for businesses (subclass 3505); issuing invoices (subclass 3506); accounting (subclass 3507); rental of vending machines (subclass3508)
T30233CN08		JOAN & DAVID	8/7/2003	3664663			PENDING		18
	18-Handbags
T30429CN01		JOAN & DAVID in Chinese Characters	8/3/2006	5519652			PENDING		18
	18 - Garment bags for travel; handbags; suitcases; valises; trunks (luggage); purses; pocket wallets; backpacks; shopping bags; briefcases; vanity cases for containing cosmetic purpose (not fitted).

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 8
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued...
T30429CN06		JOAN & DAVID in Chinese Characters	8/3/2006	5519651			PENDING		25
	25 - Ready-made clothing; knitwear (clothing); outer clothing; jackets (clothing); suits; jerseys (clothing); shirts; skirts; trousers; scarf; gloves (clothing); hosiery; sweaters; belts (clothing); headgear.
T30429CN07		JOAN & DAVID in Chinese Characters	8/3/2006	5519650			PENDING		35
	35 - Retail store services
T30429CN02		MOOTSIES TOOTSIES in Chinese characters	8/3/2006	5519653			PENDING		25
	25 - Ready-made clothing; knitwear (clothing); outer clothing; jackets (clothing); suits; jerseys (clothing); shirts; skirts; trousers; scarf; gloves (clothing);hosiery; sweaters; belts headgear.
T20071CN11		NINE WEST (GIO-SY) (Chinese Characters)	9/21/2006	TBD			PENDING		35
	35 - Advertising and publicity services; sales promotions for others; import and export agencies; business information; online advertising on a computer network; personnel recruitment; relocation services for businesses; issuing invoices; accounting; rental of vending machines
T20071CN12		NINE WEST (GIO-SY) (Chinese Characters)	6/7/2006	5402915			PENDING		09
	09 - Eyeglasses
T20071CN13		NINE WEST (GIO-SY) (Chinese Characters)	6/7/2006	5402916			PENDING		14
	14 - Jewelry
T30202CN02		NINE WEST (Word Mark)	5/12/2005	4651874			PENDING		18
	18 - Knapsacks, purses; school satchels, card cases (notecases); briefcases, shopping bags; purses; pouches of leather for packaging; key cases, billfolds and wallets
T30202CN03		NINE WEST (Word Mark)	5/10/2005	4651873			PENDING		35
	35 - Advertising services relating to the operation of wholesale and retail stores; business management and business advisory services relating to the management and administration of retail and wholesale stores, including sales information, business franchising and customer Service information; organizing fashion shows.
T30202CN04		NINE WEST (Word Mark)	10/8/2006	N/A			PENDING		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils.
T30202CN07		NINE WEST (Word Mark)	1/8/2009	7155191			PENDING		25
	25 - Clothing; layettes [clothing]; bathing suits; raincoat; masquerade costumes; gymnastic shoes; shoes; hats; hosiery; gloves [clothing]; scarves; belts; chasubles; sashes for wear; wimples; maniples; shower caps; sleep masks; wedding dress.
T30192CN02		PAPPAGALLO (Word Mark)	12/3/2003	3827198			PENDING		18
	18 - Bags, purses, handbags, shopping bags, suitcases, traveling bags, trunks, briefcases, leather belts, (not for clothing), traveling sets (leather ware), umbrellas, leather and imitation leather.
T30429CN03		SAM & LIBBY in Chinese characters	8/3/2006	5519654			PENDING		25
	25 - Ready-made clothing; knitwear (clothing); outer clothing; jackets (clothing); suits; jerseys (clothing); shirts; skirts; trousers; scarf; gloves (clothing); hosiery; sweaters; belts (clothing); headgear.
COLOMBIA
T30233CO01		CIRCA JOAN & DAVID	4/26/2005	T2005/039543			PENDING		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T00055CO00		EASY SPIRIT (Word Mark)	8/5/2005	T2005/077711			PENDING		14
	14 - Jewelry and watches
T00055CO02		EASY SPIRIT (Word Mark)	8/5/2005	T2005/077718			PENDING		25
	25 - Clothing,footwear, headgear.
T00055CO04		EASY SPIRIT (Word Mark)	8/5/2005	T2005/077707			PENDING		09
	09 - Sunglasses and eyewear

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 9
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
COSTA RICA
T30441CR00		BOUTIQUE 9		2007-2523			PENDING		14
	14 - Jewelry
T30441CR01		BOUTIQUE 9		2007-2521			PENDING		25
	25 -
T30441CR02		BOUTIQUE 9		2007-2522			PENDING		18
	18 -
T30232CR01		MOOTSIES TOOTSIES	6/13/2005	20054686			PENDING		25
	25 - Footwear
CYPRUS
T30441CY00		BOUTIQUE 9	1/16/2007	74315			PENDING		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
T30441CY01		BOUTIQUE 9	1/16/2007	73416			PENDING		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
T30441CY02		BOUTIQUE 9	1/16/2007	73417			PENDING		25
	25 - Clothing, footwear, headgear
T30202CY01		NINE WEST (Word Mark)	9/12/2001	61132			PENDING		14
	14 - All goods in the Class
T30315CY00		STUDIO 9 (Word Mark)	1/16/2006	72014			PENDING		25
	25 - Clothing, footwear, headgear
ECUADOR
T30224EC00		ENZO ANGIOLINI (Word Mark)	11/19/2002	128232			PENDING		09
	09 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
T30315EC00		STUDIO 9 (Word Mark)	1/20/2006	166754			PENDING		25
	25 - Clothing, footwear, headwear
EL SALVADOR
3834/0503		BANDOLINO (Word Mark)	3/15/2000	1858/2000			PENDING		25
	25 - Clothing, including boots, shoes and slippers.
T30441SV00		BOUTIQUE 9	1/4/2007	33382			PENDING		14
	14 - Jewelry
T30441SV01		BOUTIQUE 9	1/4/2007	33383			PENDING		18
	18 - Handbags and small leather goods
T30441SV02		BOUTIQUE 9	1/4/2007	33384			PENDING		25
	25 - Clothing, footwear, headgear
T30191SV00		NINE WEST (TRADENAME)	10/23/2002	2002020451			PENDING		42
	42 - All services in class.
EUROPEAN UNION (CTM)
T30315EU00		STUDIO 9 (Word Mark)	1/13/2006	.004833612(2)			PENDING		25
	25 - Clothing, footwear, headgear
FEDERATION OF RUSSIA

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 10
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
FEDERATION OF RUSSIA continued...
T00012RU00		BANDOLINO (Word Mark)	3/18/2005	2005705899			PENDING		09,14,18
									25,35
	09 - Eyewear, sunglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
	14 - Jewelry and watches
	18 - Handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, luggage, cosmetic bags sold empty, briefcase type portfolios, and umbrellas; small leather goods, namely clutch purses, leather key cases, key fogs, credit card cases sold empty, change purses, wallets, business card cases and passport cases.
	25 - Footwear, clothing, and headgear including, clothing, namely pants, skirts, dresses, shirts, blouses, vests, shorts, sweaters, suits, blazers, jeans, vests, tank tops, t-shirts, and neckwear; active wear, namely sweatshirts, sweatpants, and warm-up jackets; outerwear and rainwear, namely jackets, coats, capes, furs, parkas and ponchos; sleepwear, namely, pajamas, nightshirts, nightgowns and robes; intimate apparel; hosiery, namely, pantyhose, socks, leotards, tights and leggings; swimwear; cold weather accessories, namely shawls; caps, hats, scarves, mittens, gloves and earmuffs; footwear, namely shoes boots, sandals, sneakers and slippers; and belts.
	35 - Sales promotion (for others), including retail store services and online retail store services.
GEORGIA
T30441GE00		BOUTIQUE 9	5/27/2008	48255/03			PENDING		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags.
	25 - Clothing, footwear, headgear.
T30202GE00		NINE WEST (Word Mark)	5/27/2008	48256/03			PENDING		09,14,18
									25,35
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags.
	25 - Clothing, footwear, headgear.
	35 - Retail store services.
GUATEMALA
T30441GT02		BOUTIQUE 9	1/10/2007 ·	M-157-2007			PENDING		25
	25 - Clothing, footwear and headgear
T30243GT00		COMFORT 2 (Stylized)	11/9/2004	8304-2004			PENDING		25
	25 - Footwear
T30232GT01		MOOTSIES TOOTSIES	4/22/2005	M26322005			PENDING		25
	25 - Footwear
HONDURAS
T30441HN02		BOUTIQUE 9	1/5/2007	390/2007			PENDING		25
	25 - Clothing, footwear, headgear
T30243HN00		COMFORT 2 (Stylized)	1/1/2005	19044/2004			PENDING		25
	25 - Footwear
TOO055HN02		EASY SPIRIT (Word Mark)	5/13/2005	9899-05			PENDING		18
	18 - Accessories, handbags and small leather goods.
T30232HN03		MOOTSIES TOOTSIES	4/21/2005	7665			PENDING	35
	35 - Retail store services
HONG KONG
T30315HK00		STUDIO 9 (Word Mark)	1/14/2006	300565128			PENDING	25
	25 - Clothing, footwear, headgear
INDIA

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 11
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
INDIA continued...		BOUTIQUE 9	1/12/2007	1523476			PENDING		14,18,25
T30441IN00
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear and headgear
T30233IN00		CIRCA JOAN & DAVID	4/28/2005	1354152			PENDING		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
T30232IN00		MOOTSIES TOOTSIES	4/28/2005	1354153			PENDING		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
T30232IN03		SAM & LIBBY	4/28/2005	1354154			PENDING		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
T30315IN00		STUDIO 9 (Word Mark)	2/7/2006	1420009			PENDING		25
	25 - Clothing, footwear, headgear
INDONESIA
T30441ID00		BOUTIQUE 9	1/12/2007	D00 2007 001132			PENDING		14
	14 - Jewelry
T30441ID01		BOUTIQUE 9	1/12/2007	D00 2007 001133			PENDING		18
	18 - Handbags
T30233ID03		CIRCA JOAN & DAVID	12/26/2005	029539			PENDING		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233ID04		CIRCA JOAN & DAVID	12/26/2005	029531			PENDING		25
	25 - Footwear
T30233ID05		CIRCA JOAN & DAVID	12/26/2005	029529			PENDING		35
	35 - Retail store services
T30232ID00		MOOTSIES TOOTSIES	12/26/2005	029527			PENDING		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232ID01		MOOTSIES TOOTSIES	12/26/2005	029521			PENDING		25
	25 - Footwear
T30232ID02		MOOTSIES TOOTSIES	12/26/2005	029525			PENDING		35
	35 - Retail store services
T30078ID01		NINE & COMPANY (Logo)	8/30/2001	D002001-18858			PENDING		25
	25 - All goods in Class.
T30202ID00		NINE WEST (Word Mark)	10/13/2006	D00 2006 034130			PENDING		03
	03 -Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eye brow pencils.
T30202ID02		NINE WEST (Word Mark)	8/16/2005	2005 015638			PENDING		09
	09 - Sunglasses and eyewear
T30202ID07		NINE WEST (Word Mark)		TBD			PENDING		25
	25 - Clothing, footwear, headgear

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 12
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
INDONESIA continued...
T303151D00		STUDIO 9 (Word Mark)	1/20/2006	D00 2006-001925			PENDING		25
	25 - Clothing, footwear, headgear
IRAN
T302021R00		NINE WEST (Word Mark)	12/16/2004	83091518			PENDING		09
	09 -
ISRAEL
T30441IL01		BOUTIQUE 9	1/7/2007	196726			PENDING		18
	18 - Handbags and small leather goods
T30441IL02		BOUTIQUE 9	1/7/2007	196727			PENDING		25
	25 - Clothing, footwear and headgear
T30233IL05		DAVID & DAVID & Design	1/15/2004	169568			PENDING	18
	18 - Handbags
T00055IL01		EASY SPIRIT (Word Mark)	5/16/2005	180583			PENDING		14
	14 - Jewelry and watches
T00055IL02		EASY SPIRIT (Word Mark)	5/16/2005	180586			PENDING		18
	18 - Handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, luggage, cosmetic bags sold empty, briefcase type portfolios and umbrellas; small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport cases.
ITALY
T302021T00		NINE WEST (Word Mark)	5/7/2003	RM2003C002558			PENDING		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols, and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
JAMAICA
T30441JM00		BOUTIQUE 9	1/4/2007	049697			PENDING		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear
JAPAN
T30441 JP00		BOUTIQUE 9	1/4/2007	000030/2007			PENDING		14,18,25
	14 - Jewelry, personal ornaments, unwrought and semi-wrought precious stones and their imitations, precious metals, key rings of leather, other key rings, jewel cases, trophies, commemorative shoe ornaments of precious metal, watch bands and straps of leather, shields, clocks and watches;
	18 - Handbags, bags of leather, other bags and the like, card cases of leather, key cases of leather, business card cases of leather, small leather goods, pouches of leather, other pouches and the like, vanity cases, handbag frames, purse frames, horseshoes, industrial packaging containers of leather, clothing for domestic pets, umbrellas and their parts, walking-sticks, canes, metal parts of canes and walking-sticks, handles of canes and walking-sticks, saddlery, leather and fur;
	25 - Clothing, headgear, footwear, garters, sock suspenders, suspenders, belts for clothing, masquerade costumes, clothes for sports, shoes for sports;
T30202JP01		NINE WEST (Word Mark)	10/10/2006	094371/2006			PENDING		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face lipstick, lip pencils, blush, eye shadow, glitter, eye cream, eye liner, mascara and eyebrow pencils.
JORDAN
T30224JO02		ENZO ANGIOLINI (Word Mark)	3/27/2006	N/A			PENDING		25
	25 - Clothing, footwear, headgear

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 13
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
KAZAKHSTAN
T30233KZ00		CIRCA JOAN & DAVID	3/27/2007	38492			PENDING		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear;
	35 - Retail store services;
T30224KZ00		ENZO ANGIOLINI (Word Mark)	3/27/2007	38490			PENDING		09,18,25
									35
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords;
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear;
	35 - Retail store services;
T30202KZ00		NINE WEST (Word Mark)	3/27/2007	38491			PENDING		09,14,18
									25,35
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords;
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments;
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear;
	35 - Retail store services;
KUWAIT
T30441KW00		BOUTIQUE 9	2/15/2009	101378			PENDING		14
	14 - Jewelry
T30441 KW01		BOUTIQUE 9	2/15/2009	101379			PENDING		18
	18 - Handbags
T30441 KW02		BOUTIQUE 9	2/15/2009	101380			PENDING		25
	25 - Clothing, footwear, headgear
T30202KW00		NINE WEST (Word Mark)	4/30/2005	70222			PENDING		09
	09 - Sunglasses and eyewear
T30202KW01		NINE WEST (Word Mark)	4/30/2005	70223			PENDING		14
	14 - Jewelry and watches
T30202KW02		NINE WEST (Word Mark)	4/30/2005	70224			PENDING		18
	18 - Accessories, handbags, small leather goods
T30202KW03		NINE WEST (Word Mark)	4/30/2005	70225			PENDING		25
	25 - Clothing and footwear
T30202KW04		NINE WEST (Word Mark)	4/30/2005	70226			PENDING		35
	35 - Retail store services
T30315KW00		STUDIO 9 (Word Mark)	1/14/2006	74593			PENDING		25
	25 - Clothing, footwear, headgear
LEBANON
T30441LB00		BOUTIQUE 9	2/19/2007	109838			PENDING		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; handbags and small leather goods; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear and headgear
MACAO

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 14
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MACAO continued...
T00012MO02		BANDOLINO (Word Mark)	8/26/2004	N14779			PENDING		35
	35 - All services in class
T30233MO00		JOAN & DAVID	11/6/2006	N/25164			PENDING		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; Cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
T30233MO01		JOAN & DAVID	11/6/2006	N/25165			PENDING		18
	18 - Handbags, knapsacks, traveling bags and other kinds of bags all made of leather and imitation leather; purses, credit card holders, billfolds, wallets, key fobs, key cases, toilet cases, pouches all made of leather and imitation leather; accessories for bags and purses.
T30233MO02		JOAN & DAVID	11/6/2006	N/25166			PENDING		25
	25 - Footwear, clothing, and headgear, including, jackets, coats, pants, skirts, dresses, blouses, knitwear, sweaters, jerseys, suits, shirts, scarves, belts, gloves, hats, and lingerie.
T30202MO01		NINE WEST (Word Mark)	11/6/2006	N/25163			PENDING		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
MALAYSIA
3834/0364MY		BANDOLINO (Stylized)	10/29/1997	MA/15471/97			PENDING		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
T00012MY00		BANDOLINO (Word Mark)	8/11/2004	04011684			PENDING		35
	35 - Retail Store Services
T30441MY00		BOUTIQUE 9	1/29/2007	07001571			PENDING		25
	25 - Clothing, footwear, headgear
T30441MY01		BOUTIQUE 9	1/29/2007	07001570			PENDING		18
	18 - Handbags and small leather goods
T30441MY02		BOUTIQUE 9	1/29/2007	07001569			PENDING		14
	14 - Jewelry
T30233MY00		CIRCA JOAN & DAVID	1/16/2004	200400635			PENDING		18
	18 - Handbags
T30233MY01		CIRCA JOAN & DAVID	1/16/2004	200400636			PENDING		25
	25 - Footwear
T30233MY02		CIRCA JOAN & DAVID & Design	1/16/2004	200400637			PENDING		18
	18 - Handbags
T30233MY03		CIRCA JOAN & DAVID & Design	1/16/2004	200400638			PENDING		25
	25 - Footwear
T30243MY00		COMFORT 2 (Stylized)	11/2/2004	04016942			PENDING		25
	25 - Footwear
T30233MY05		DAVID & DAVID & Design	1/16/2004	200400639			PENDING		18
	18 - Handbags
3834/0610MY		ENZO ANGIOLINI (Word Mark)	10/7/1994	MA/9135/94			PENDING		25
	25 - Shirts, T-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweatpants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, hats, scarves, kerchiefs, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers.
T30232MY01		MOOTSIES TOOTSIES	12/9/2005	05020795			PENDING		35
	35 - Retail store services

Owner Trademark Report by Mark Printed: 4/27/2009 Page 15

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MALAYSIA continued ...
T30232MY02		MOOTSIES TOOTSIES	12/9/2005	05020794			PENDING		25
	25 - Footwear
T30202MY01		NINE WEST (Word Mark)	6/12/2008	08011447			PENDING		09
	09 - All types of eyewear including sunglasses, eyeglasses, reading glasses and eyeglass frames; eyeglass cases, eyeglass chains, and eyeglass cords.
T30202MY02		NINE WEST (Word Mark)		TBD			PENDING		25
	25 - Clothing, footwear, headgear
3834/0612MY		NINE WEST LOGO	10/7/1994	MA/9137/94			PENDING		25
	25 - Shoes, boots, moccasins and sandals.
3834/0578MY		NW NINE WEST	6/1/2000	2000/06943			PENDING		18
	18 - Briefcases, opera bags, satchels, trunks, suitcases, totes, shoulder bags, backpacks, knapsacks, wallets, name card cases, mountain climbing bags, key fobs and key cases, credit card cases, passport cases, check holders, ticket cases, traveling bags, umbrellas, parasols and walking sticks.
3834/0634MY00		NW NINE WEST MEN and Arrow Design	8/8/2000	2000/10831			PENDING		18
	18 - Briefcases, opera bags, satchels, trunks, suitcases, totes, shoulder bags, back packs, knapsacks, Boston bags, knapsacks, wallets, name card cases, mountain climbing bags, packing bags, key cases, credit card cases, passport cases, check holders, gas range cases, ticket cases and poly-bags, straw bags.
3834/0635MY00		NW NINE WEST MEN and Arrow Design	7/22/2000	2000/09789			PENDING		25
	25 - Footwear, clothing, headgear for men and boys.
T30232MY05		SAM & LIBBY	9/12/2005	05020797			PENDING		25
	25 - Footwear
T30232MY06		SAM & LIBBY	12/9/2005	05020798			PENDING		35
	35 - Retail store services
MEXICO
T20009MX01		9 WEST & CO. OUTLET	2/7/2003	587402			PENDING		42
	42 - Retail Store Services
T30441MX00		BOUTIQUE 9		TBD			PENDING		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear
T30233MX01		CIRCA JOAN & DAVID	1/16/2004	637784			PENDING		25
	25 - Footwear
T30233MX03		CIRCA JOAN & DAVID & Design	1/16/2004	637786			PENDING		25
	25 - Footwear
T30224MX00		ENZO ANGIOLINI (Word Mark)	7/4/2003	608482			PENDING		09
	09 - All kinds of eyewear including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords in
T30224MX02		ENZO ANGIOLINI (Word Mark)	8/6/2004	670630			PENDING		09
	09 - All kinds of glasses, including sunglasses, (not translated).
T15901MX00		forever	2/7/2003	587406			PENDING		42
	42 - RETAIL STORE SERVICES
T30078MX00		NINE & COMPANY (Logo)	8/15/2001	501720			PENDING		25
	25 - All goods in the class.

Owner Trademark Report by Mark Printed: 4/27/2009 Page 16

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MEXICO continued ...
T30202MX02		NINE WEST (Word Mark)	7/27/2006	796649			PENDING		03
	03 - Perfume, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powers, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
T00164MX02		PAPPAGALLO (Stylized)	6/15/2004	661645			PENDING		25
	25 - Clothing and footwear, excluding hats and caps
T30315MX00		STUDIO 9 (Word Mark)	1/16/2006	760709			PENDING		25
	25 - Clothing, footwear, headgear
MOLDOVA
T30441MD00		BOUTIQUE 9	5/27/2008	25298			PENDING		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags.
	25 - Clothing, footwear, headgear.
T30202MD00		NINE WEST (Word Mark)	5/27/2008	25299			PENDING		09,14,18 25,35
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags.
	25 - Clothing, footwear, headgear.
	35 - Retail store services.
MONGOLIA
T30202MN01		NINE WEST (Word Mark)		TBD			PENDING		09,14,18 35
	09 - Eyewear, sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags.
	35 - Retail store services.
NAMIBIA (S.W. AFRICA)
T30202NA00		NINE WEST (Word Mark)	7/20/2007	2007/1480-81			PENDING		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear and headgear
NEW ZEALAND
T30224NZ01		ENZO ANGIOLINI (Word Mark)	12/3/2007	780625			PENDING		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; bags and baggage; handbags; totes; tote bags; attache cases; briefcases; briefcase-type portfolios; valises; trunks; beach bags; backpacks; school bags; duffel bags; suitcases; suitcase handles; luggage; travel bags; traveling bags; garment bags; satchels; wallets; credit card cases; business card cases; cheque-book cases; purses; clutch purses; change purses; passport cases; cosmetic cases; key cases; leather key fobs; animal skins, hides; umbrellas, parasols and walking sticks; whips, harness and saddlery;
T30202NZ00		NINE WEST (Word Mark)	12/3/2007	780622			PENDING		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; bags and baggage; handbags; totes; tote bags; attache cases; briefcases; briefcase-type portfolios; valises; trunks; beach bags; backpacks; school bags; duffel bags; suitcases; suitcase handles; luggage; travel bags; traveling bags; garment bags; satchels; wallets; credit card cases; business card cases; cheque-book cases; purses; clutch purses; change purses; passport cases; cosmetic cases; key cases; leather key fobs; animal skins, hides; umbrellas, parasols and walking sticks; whips, harness and saddlery;
OMAN

Owner Trademark Report by Mark Printed: 4/27/2009 Page 17

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
OMAN continued ...
T30232OM01		MOOTSIES TOOTSIES	4/25/2005	36220			PENDING		25
	25 - Footwear
T30202OM02		NINE WEST (Word Mark)	5/1/2005	36280			PENDING		18
	18 - Accessories, handbags, small leather goods
T30202OM03		NINE WEST (Word Mark)	5/1/2005	36281			PENDING		25
	25 - Clothing, footwear, headgear
T30232OM03		SAM & LIBBY	4/25/2005	36222			PENDING		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30315OM00		STUDIO 9 (Word Mark)	1/21/2006	38746			PENDING		25
	25 - Clothing, footwear, headgear
PAKISTAN
T30202PKO0		NINE WEST (Word Mark)	4/19/2004	194042			PENDING		35
	35 - Retail store services
3834/0410PK		NINE WEST (Word Mark)	10/29/1999	158,582			PENDING		18
	18 - All goods in the Class.
PANAMA
T00012PAO1		BANDOLINO (Word Mark)	2/26/2003	125860			PENDING		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T30441PAO0		BOUTIQUE 9	4/25/2007	158990			PENDING		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
T30441PAO1		BOUTIQUE 9	4/25/2007	158991			PENDING		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
T30441PA02		BOUTIQUE 9	4/25/2007	158992			PENDING		25
	25 - Clothing, footwear, headgear
T30232PA04		SAM & LIBBY	4/22/2005	141983			PENDING		25
	25 - Footwear
PHILIPPINES
T00012PH01		BANDOLINO (Word Mark)	8/31/2004	4-2004-008032			PENDING		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags; umbrellas and walking sticks.
T30441PH00		BOUTIQUE 9	1/9/2007	4-2007-000286			PENDING		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear
T30233PH05		CIRCA JOAN & DAVID	7/25/2007	4-2007-007980			PENDING		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear

Owner Trademark Report by Mark Printed: 4/27/2009 Page 18

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PHILIPPINES continued...
T30233PH06		CIRCA JOAN & DAVID & Design	7/25/2007	4-2007-007981			PENDING		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear
T00055PH03		EASY SPIRIT (Word Mark)	5/15/2008	4-2008-005670			PENDING		25
	25 - Footwear, namely leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers
T00055PH04		EASY SPIRIT (Word Mark)	11/17/2008	4-2008-014055			PENDING		09,14,18
									25,35
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
	18 - Accessories, namely, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, luggage, briefcase type portfolios and umbrellas; small leather goods, namely, cosmetic bags sold empty, ; small leather .goods, namely clutch purses, leather key cases, credit card cases, change purses, wallets, business card cases and passport cases.
	25 - Clothing and headgear, namely, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
	35 - Retail services
T30232PH00		MOOTSIES TOOTSIES	4/28/2005	4-2005-003906			PENDING		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear, namely shoes, boots, sandals and slippers
	35 - Retail Store Services
T30202PH00		NINE WEST (Word Mark)	10/16/2006	4-2006-011304			PENDING		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
T30202PH04		NINE WEST (Word Mark)	11/25/2008	4-2008-014268			PENDING		14,18
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
T30202PH05		NINE WEST (Word Mark)	11/25/2008	4-2008-014269			PENDING		09
	09 - Sunglasses and eyewear
3834/0382PH		NINE WEST LOGO	11/4/1994	96192			PENDING		18
	18 - Handbags and purses.
T30232PH04		SAM & LIBBY	6/12/2008	4-2008-006901			PENDING		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
PUERTO RICO
T30224PR02		ENZO ANGIOLINI (Word Mark)	1/17/2003	68690			PENDING		14
	14 - Jewelry and watches
QATAR
T30315QA00		STUDIO 9 (Word Mark)	2/20/2006	38679			PENDING		25
	25 - Clothing, footwear, headgear
SAUDI ARABIA
T20576SA00		NINE WEST (Word Mark)	4/30/2005	96629			PENDING		25
	25 - Clothing, footwear and headgear
SOUTH AFRICA

Owner Trademark Report by Mark Printed: 4/27/2009 Page 19

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH AFRICA continued ...
T30441ZA00		BOUTIQUE 9	1/5/2007	2007/00355			PENDING		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments;
T30441ZA01		BOUTIQUE 9	1/5/2007	2007/00356			PENDING		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags and small leather goods Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery;
T30441ZA02		BOUTIQUE 9	1/5/2007	2007/00357			PENDING		25
	25 - Clothing, footwear, headgear
T30202ZA00		NINE WEST (Word Mark)	5/11/2005	2005109329			PENDING		25
	25 - Clothing, footwear, headgear
T30202ZA01		NINE WEST (Word Mark)	5/11/2005	2005109330			PENDING		35
	35 - Advertising; business management; business administration; office functions; offering for sale and the sale of goods in the retail and wholesale trade.
T30202ZA02		NINE WEST (Word Mark)	5/11/2005	2005109326			PENDING		09
	09 - Sunglasses and eyewear
T30202ZA03		NINE WEST (Word Mark)	5/11/2005	2005109327			PENDING		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
T30202ZA04		NINE WEST (Word Mark)	5/11/2005	2005109328			PENDING		18
	18 - Leather and imitations of leather and goods made of these materials not included in other classes; trunks and traveling bags; handbags; umbrellas, parasols.
SOUTH KOREA
T30302KR00		STUDIO 9 (Stylized)	9/16/2006	40-2006-47576			PENDING		25
	25 - Low heel shoes, boots, lace-up boots, leather shoes, rubber shoes, vinyl shoes, hiking shoes, over shoes; slippers, sandals, slippers with a thick wooden soles, low heel shoes with a thick wooden sole, sandals with a thick wooden sole, one-piece dresses, two-piece dresses, evening gowns, skirts, blouses, suits, long coats, short coats, raincoats, top coats, sweaters, jackets, slacks, jeans pants, jean shorts, sweat pants, under pants, trousers, shorts, sport shirts, body shirts, dress shirts, polo shirts, sweat shirts, cardigans, vests, leather belts, garters, stocking suspenders, sock suspenders for clothing, lounge-wear for women (clothing usually worn while relaxing at home), lounge-wear for men (clothing usually worn while relaxing at home), lounge-wear for children (clothing usually worn while relaxing at home), panty hose, socks, neckties, collars (clothing), mufflers, scarves, shawls, jump suits, gloves for cold weather, mittens, hats, leg warmers, jogging suits, t-shirts, sun visors, berets, miters, hoods (clothing) turbans and top hats.
SRI LANKA
T30078LK00		NINE & COMPANY (Logo)	8/24/2001	104749			PENDING		25
	25 - All goods in the class.
3834/0598		NINE WEST (Word Mark)	6/14/2000	98396			PENDING		18
	18 - Handbags and leather goods
3834/0599LK		NINE WEST (Word Mark)	6/14/2000	98397			PENDING		25
	25 -
SWAZILAND
T30202SZ00		NINE WEST (Word Mark)	7/19/2007	304/07			PENDING		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear and headgear
TAIWAN
T30233TW04		CIRCA JOAN & DAVID & Design	8/20/2003	092050350			PENDING		25
	25 - Footwear

Owner Trademark Report by Mark Printed: 4/27/2009 Page 20

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued...
T30233TW05		CIRCA JOAN & DAVID & Design	8/20/2003	092050349			PENDING		18
	18 - Handbags
T30202TW06		NINE WEST (Word Mark)		TBD			PENDING		25
	25 - Clothing, footwear, headgear
T30302TW00		STUDIO 9 (Stylized)	7/21/2006	095037685			PENDING		25
	25 - Shoes, boots, hosiery, clothing, caps and hats, scarves
THAILAND
T00012TH01		BANDOLINO (Word Mark)	8/13/2004	562268			PENDING		35
	35 - The bringing together, for the benefits of others, of a variety of goods, enabling customers to conveniently view and purchase those
T30233TH03		CIRCA JOAN & DAVID	12/9/2005	612216			PENDING		18
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233TH05		CIRCA JOAN & DAVID	12/9/2005	612218			PENDING		35
	35 - Retail store services
T30078TH00		NINE & COMPANY (Logo)	11/16/2001	472371			PENDING		25
	25 - Dresses, shirts, t-shirts, tank tops, blouses, turtlenecks, vests, camisoles, sweaters, sweatshirts, sweatpants, slacks, jeans, trousers/pants, shorts, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, socks, stockings, belts, ties, wristbands, gloves/mittens, shoes, sport shoes, hats/caps, scarves.
T30078TH01		NINE & COMPANY (Logo)	11/16/2001	472370			PENDING		18
	18 - Bags, satchels, shoulder bags, totes, suitcases, briefcases, toiletry article cases, backpacks, knapsacks, portfolio, trunks, card cases, billfolds, wallets, key fobs of leather, key cases of leather, travelling bags, umbrellas, walking sticks.
T30302TH00		STUDIO 9 (Stylized)	8/2/2006	634309			PENDING		25
	25 - 1, Shirts 2.T-shirts 3. Tank tops 4. Blouses 5. Turtlenecks 6. Vests 7. Sweaters 8. Sweatshirts 9. Sweat pants 10. Slacks 11. Jeans 12. Trousers/pants 13. Shorts 14. Suits 15. Warm-up suits 16. Dresses 17. Jackets 18. Coats 19. Windbreakers 20, Parkas 21. Ponchos 22. Rainwear 223. Socks 24. Belts 25. Ties 26. Wristbands 27. Gloves 28. Mittens 20. Shoes 30. Sport shoes 31. Hats/caps 32. Scarves
TURKEY
T30233TR01		CIRCA JOAN & DAVID	8/15/2006	2006/39456			PENDING		03,14,18
									25,35
	03 - Cosmetics
	14 - Jewelry
	18 - Handbags and small leather goods
	25 - Clothing and Footwear
	35 - Retail store services
T30224TR00		ENZO ANGIOLINI (Word Mark)	8/24/2006	TBD			PENDING		35
	35 - The bringing together of a variety of goods, enabling customers to conveniently view and purchase those goods.
T30202TR01		NINE WEST (Word Mark)	5/30/2005	2005/021452			PENDING		14
	14 - Jewelry and watches
T30315TR00		STUDIO 9 (Word Mark)	1/19/2006	2006/001442			PENDING		25
	25 - Clothing made of all kinds of materials (innerwear and outerwear); hosiery; footwear; headgear; special articles for babies included in this class; ties; belts.
UNITED ARAB EMR
T30441AE00		BOUTIQUE 9		96520			PENDING		14
	14 - Jewelry
T30441AE01		BOUTIQUE 9		96521			PENDING		18
	18 - Handbags and small leather goods
T30441AE02		BOUTIQUE 9	6/24/2007	96522			PENDING		25
	25 - Clothing, footwear, headgear

Owner Trademark Report by Mark Printed: 4/27/2009 Page 21

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
UNITED ARAB EMR continued...
T30232AE05		MOOTSIES TOOTSIES	4/30/2005	69191			PENDING		35
	35 - The bringing together for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to Conveniently view and purchase those goods, in class 35
T30202AE01		NINE WEST (Word Mark)	5/14/2005	69707			PENDING		18
	18 - Accessories, handbags, small leather goods.
T30302AE00		STUDIO 9 (Stylized)	1/21/2006	76881			PENDING		25
	25 - Clothing, footwear, headgear
UNITED KINGDOM
T30315GB00		STUDIO 9 (Word Mark)	1/12/2006	4210918			PENDING		25
	25 - Clothing, footwear, headgear
VENEZUELA
T30441VEO0		BOUTIQUE 9	1/10/2007	00354/2007			PENDING		14
	14 - All goods in class.
T30441VEO1		BOUTIQUE 9	1/10/2007	00352/2007			PENDING		18
	18 - All goods in class.
T30441VEO2		BOUTIQUE 9	1/10/2007	00353/2007			PENDING		25
	25 - Clothing, footwear, headgear
T30233VEO1		CIRCA JOAN & DAVID	4/28/2005	05-8635			PENDING		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233VEO4		CIRCA JOAN & DAVID	4/28/2005	05-8636			PENDING		25
	25 - Footwear
T30233VEO5		CIRCA JOAN & DAVID	4/28/2005	86382005			PENDING		35
	35 - Retail store services
T00057VEO0		EASY SPIRIT (Stylized)	10/8/2004	16019/2004			PENDING		35
	35 - Filed as a tradename for “a store engaged in the sale of products”.
T00055VEO4		EASY SPIRIT (Word Mark)	6/30/2005	14326			PENDING		35
	35 - Retail services of sunglasses and eyewear, jewelry and watches’ accessories, handbags and small leather goods; clothing, shoes and headgear.
T00055VEO5		EASY SPIRIT (Word Mark)	6/30/2005	14227			PENDING		18
	18 - Accessories, handbags, small leather goods.
T00055VEO6		EASY SPIRIT (Word Mark)	6/30/2005	14228			PENDING		14
	14 - Jewelry and watches
T00055VEO7		EASY SPIRIT (Word Mark)	6/30/2005	14229			PENDING		09
	09 - Sunglasses and eyewear
T30233VEO0		JOAN & DAVID	10/15/1990	1742990			PENDING		25
	25 - Ties, shirts, blouses, jackets, footwear
T30232VEO0		MOOTSIES TOOTSIES	4/28/2005	86332005			PENDING		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232VEO1		MOOTSIES TOOTSIES	4/28/2005	86372005			PENDING		35
	35 - Retail store services
T30232VEO2		MOOTSIES TOOTSIES	4/29/2005	86342005			PENDING		25
	25 - Footwear
T30202VEO0		NINE WEST (Word Mark)	6/30/2005	14231			PENDING		18
	18 - Accessories, handbags, small leather goods.

Owner Trademark Report by Mark Printed: 4/27/2009 Page 22

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
VENEZUELA continued...
T30202VE01		NINE WEST (Word Mark)	6/30/2005	14230			PENDING		25
	25 - Clothing, footwear, headgear
T30202VE02		NINE WEST (Word Mark)	6/30/2005	14233			PENDING		9
	9 - Sunglasses and eyewear
T00146VE15		NINE WEST (Word Mark)	6/30/2005	14232			PENDING		14
	14 - Watches and jewelry
T30315VE00		STUDIO 9 (Word Mark)	1/23/2006	1153/2006			PENDING		25
	25 - Clothing, footwear, headgear
VIETNAM
T30202VN01		NINE WEST (Word Mark)	6/25/2008	4-2008—13522			PENDING		09
	09 - All types of eyewear including sunglasses, eyeglasses, reading glasses and eyeglass frames; eyeglass cases, eyeglass chains, and eyeglass cords.
VIRGIN ISLANDS
T30202VS01		NINE WEST (Word Mark)					MAILED		14
	14 - Jewelry
T30202VS03		NINE WEST (Word Mark)		N/A			PENDING		25
	25 - Wearing apparel for women, namely, leather, knit and woven dresses, coats, suits, jackets, blouses, shirts, sweaters, t-shirts, tank-tops, camisoles, cardigans, pullovers, vests, pants, shorts, jeans, skirts, scarves and hats
				END OF REPORT			TOTAL ITEMS SELECTED =		328

TRADEMARK APPLICATIONS
UNITED STATES

Jones Investment Co. Inc.

Owner Trademark Report by Mark	Printed: 4/27/2009	Page 1
Country: US

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
A LINE and Design
UNITED STATES		T30349US05	3/11/2009	77/688,186			PENDING		14
	14 - jewelry
AK ANNE KLEIN
UNITED STATES		253522	2/7/2006	78/809,196			ALLOWED		3
	3 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
AK ANNE KLEIN * will be abandoned
UNITED STATES		T30276US11	1/27/2006	78/800,707			ALLOWED		24,27
	24 - sheets, pillow cases, shams, dust ruffles, duvet covers, blankets, comforters, quilts, bath towels, beach towels, wash cloths, body sheets; hand towels made of textile; table linens, namely, napkins and place mats
	27 - bath rugs
ANNE KLEIN
UNITED STATES		248646	2/6/2006	78/808,054			ALLOWED		3
	3 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
BEHOLD
UNITED STATES		T30436US00	11/6/2006	77/037,424			ALLOWED		25
	25 - tops and bottoms
BEHOLD heart design
UNITED STATES		T30436US01	6/21/2007	77/211,708			ALLOWED		25
	25 - tops and bottoms
BLUE SUDS
UNITED STATES		T30466US00	2/5/2008	77/388,703			ALLOWED		25
	25 - Tops and Bottoms
DENIM DIET
UNITED STATES		T30475US00	7/1/2008	77/512,044			ALLOWED		25
	25 - Denim Bottoms
E JEANS Stylized
UNITED STATES		T30204US00	2/13/2004	78/367,698			ALLOWED		25
	25 - Clothing, namely, skirts, pants, shorts, tops, shirts, and jackets
EMBRACE YOUR INDEPENDENCE
UNITED STATES		T30447US00	1/25/2007	77/091,278			ALLOWED		25
	25 - Bottoms; Bras; Camisoles; [Coats; Footwear];[ Hats;] Jackets; Jeans; Panties; [Socks;] [Tights;] Tops
EVAN-PICONE
UNITED STATES		T00066US08	11/20/2006	77/047,759			ALLOWED		14
	14 - Jewelry and Watches
EYE FALCON
UNITED STATES		T30434US00	10/6/2006	77/015,363			ALLOWED		25
	25 - tops and bottoms
GLO JEANS Stylized horizontal
UNITED STATES		T30469US01	4/15/2008	77/448,142			PENDING		25
	25 - tops and bottoms

Owner Trademark Report by Mark Printed: 4/27/2009 Page 2

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
GLO JEANS Stylized vertical
UNITED STATES		T30469US00	4/15/2008	77/448,148			PENDING		25
	25 - tops and bottoms
GRANE
UNITED STATES		T30286US02	10/2/2007	77/294,196			ALLOWED		25
	25 - Footwear
GREEN INDIGO (Opposed)
UNITED STATES		T30462US00	8/7/2007	77/249,189			PENDING		25
	25 - top and bottoms
GV BABY (Suspended)
UNITED STATES		T30235US01	9/10/2004	78/481,772			PENDING		25
	25 - Children’s and infants clothing
HEED (Opposed)
UNITED STATES		T30435US00	10/10/2006	77/017,534			PENDING		025
	025 - tops and bottoms
J JONES NEW YORK logo
UNITED STATES		T30459US00	4/26/2007	77/166,523			ALLOWED		25
	25 - tops bottoms footwear belts
UNITED STATES		T30459US01	4/26/2007	77/166,544			ALLOWED		18
	18 - handbags, wallets, purses, leather key cases
JJ JUDITH JACK
UNITED STATES		T30050US01	8/21/2006	78/956,614			ALLOWED		25
	25 - Belts
UNITED STATES		T30050US02	8/21/2006	78/956,599			ALLOWED		18
	18 - handbags
JNY
UNITED STATES		T00094US05	7/2/2007	77/220,102			ALLOWED		14
	14 - Jewelry and watches
UNITED STATES		T00094US06	12/22/2008	77/638,024			PENDING		25
	25 - Belts
JONES NEW YORK
UNITED STATES		T00103US21	10/13/2008	77/591,094			PENDING		25
	25 - swimwear
UNITED STATES		T00103US22	12/23/2008	78/786,547			PENDING		14
	14 - jewelry and watches
JONES NEW YORK ESSENTIALS
UNITED STATES		T30061US01	10/18/2007	77/307,086			ALLOWED		25
	25 - tops, bottoms and jackets
JONES NEW YORK SIGNATURE
UNITED STATES		T30181US11	8/28/2009	77/558,593			ALLOWED		18
	18 - Handbags, purses, key cases, cosmetic cases sold empty
JONES WEAR
UNITED STATES		T00118US08	5/13/2005	78/629,320			ALLOWED		18
	18 - Handbags, purses, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather
UNITED STATES		T00118US09	5/13/2005	78/629,326			ALLOWED		25
	25 - Apparel, namely coats, suits, jackets, pants, shirts, vests, belts, scarves, gloves, hats, earmuffs, hosiery and [footwear]
UNITED STATES		T00118US15	5/13/2005	78/629,333			ALLOWED		25
	25 - Footwear
UNITED STATES		T00118US17	8/29/2008	77/558,581			SUSPENDED		25
	25 - Swimwear
UNITED STATES		T00118US16	12/22/2005	78/779,240			ALLOWED		14
	14 - Jewelry and Watches

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 3
COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JONES WEAR JEANS
UNITED STATES		T30275US00	2/25/2005	78/575,095			ALLOWED		25
	25 - pants, skirts, jackets, shirts, sweaters,
KASPER
UNITED STATES		T30402US02	4/14/2008	77/447,405			ALLOWED		25
	25 - Footwear
L.E.I.
UNITED STATES		T30162US06	7/17/2008	77/524,494			ALLOWED		14
	14 - jewelry
UNITED STATES		T30162US07	7/17/2008	77/524,482			ALLOWED		003
	003 - Fragrances and Cosmetics
UNITED STATES		T30162US09	8/14/2008	77/547,108			ALLOWED		25
	25 - sleepwear, pajamas and loungewear
UNITED STATES		T30162US10	4/13/2009	77/712,439			PENDING		18
	18 - handbags
L.E.I. (men’s design)
UNITED STATES		T30485US00	4/6/2009	77/707,185			PENDING		25
	25 - tops and bottoms
L.E.I. [365]
UNITED STATES		T30478US00	1/30/2009	77/659,922			PENDING		25
	25 - TOPS AND BOTTOMS
L.E.I. [365] LIFE ENERGY INTELLIGENCE
UNITED STATES		T30478US01	1/30/2009	77/659,929			PENDING		25
	25 - Tops and Bottoms
L.E.I. [365] LIFE ENERGY INTELLIGENCE stylized
UNITED STATES		T30478US02	2/3/2009	77/662,370			PENDING		25
	25 - Tops and Bottoms
L.E.I. YOUR WORLD
UNITED STATES		T30460US00	5/9/2007	77/176,532			ALLOWED		25
	25 - tops and bottoms
UNITED STATES		T30460US01	5/9/2007	77/176,505			ALLOWED		35
	35 - on-line and retail store services
Lion’s Head Design
UNITED STATES		T30322US01	2/7/2006	78/809,197			ALLOWED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
LOCK STITCH CONTROL
UNITED STATES		T30474US00	7/14/2008	77/521,189			PENDING		25
	25 - Bottoms
THIS IS L.E.I. COUNTRY
UNITED STATES		T30471US00	5/9/2008	77/470,412			ALLOWED		25
	25 - tops and bottoms
UNITED STATES		T30471US01	5/9/2008	77/470,425			ALLOWED		25
	25 - footwear

Owner Trademark Report by Mark							Printed:4/27/2009	Page 4
COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
THIS IS LEI. COUNTRY continued....
UNITED STATES		T30471US02	5/9/2008	77/470,648			ALLOWED		18
	18 - Handbags and wallets
UNITED STATES		T30471US03	5/9/2008	77/470,662			ALLOWED		14
	14 - jewelry and watches
UNITED STATES		T30471US04	5/9/2008	77/470,634			ALLOWED		9
	9 - eye wear
UNITED STATES		T30471US05	5/9/2008	77/470,491			ALLOWED		03
	03 - cosmetics and fragrances
UNITED STATES		T30471US06	5/9/2008	77/470,386			ALLOWED		35
	35 - On-line computerized retail services; retail store services
VOYCE
UNITED STATES		T30455US00	4/10/2007	77/152,529			ALLOWED		25
	25 - tops and bottoms
X-AM
UNITED STATES		T00237US03	7/11/2006	78/926,741			ALLOWED		25
	25 - tops and bottoms
				END OF REPORT			TOTAL ITEMS SELECTED =		51

TRADEMARK APPLICATIONS
UNITED STATES

Nine West Development Corporation

Owner Trademark Report by Mark								Printed: 4/27/2009	Page 1
Country: US
Status: PENDING
COUNTRY			REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
9 BY NINE WEST
UNITED STATES			T30325US01	1/17/2008	77/373,830			ALLOWED		09
	09 - eyewear
UNITED STATES			T30325US02	1/17/2008	77/373,839			ALLOWED		14
	14 - jewelry and watches
UNITED STATES			T30325US03	1/17/2008	77/373,845			ALLOWED		18
	18 - handbags, wallets, keycases
UNITED STATES			T30325US04	1/17/2008	77/373,851			ALLOWED		25
	25 - tops, bottoms, dresses
9 LOVES
UNITED STATES			T30468US00	4/14/2008	77/447,175			ALLOWED		35
	35 - Customer loyalty services and customer club services, for commercial, promotional and/or advertising purposes
9 OF DIAMONDS BY NINE WEST and Design
UNITED STATES			T30444US00	1/11/2007	77/081,208			ALLOWED		25
	25 - footwear
UNITED STATES			T30444US01	1/11/2007	77/081,197			ALLOWED		25
	25 - footwear
9 OF HEARTS
UNITED STATES			T30166US04	12/20/2006	77/068,189			ALLOWED		14
	14 - Jewelry and Watches
UNITED STATES			T30166US05	12/20/2006	77/068,339			ALLOWED		18
	18 - handbags
UNITED STATES			T30166US06	12/20/2006	77/068,226			ALLOWED		25
	25 - Bottoms; Dresses; Tops
UNITED STATES			T30166US07	12/20/2006	77/068,236			ALLOWED		25
	25 - footwear
UNITED STATES			T30166US08	6/7/2007	77/200,077			ALLOWED		3
	3 - Bar soap; Bath gel; Blush; Body lotion; Cologne; Cosmetic pencils; Eau de parfum; Eau de toilette; Eau-de-toilette; Eyeliner; Eyeshadow; Face powder; Facial lotion; Foundation; Lipstick; Make-up
9 X 9 BY NINE WEST
UNITED STATES			T30325US00	3/15/2006	78/837,371			ALLOWED		25
	25 - pants, tops, jackets, skirts
B FLEXIBLE BY BANDOLINO
UNITED STATES			T30424US00	7/10/2006	78/925,755			ALLOWED		25
	25 - Footwear
BOUTIQUE 9
UNITED		STATES	T30441US05	12/21/2006	77/069,142			ALLOWED		14,18,25
	14 - Jewelry
	18 - Handbags and small leather goods, namely, clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases
	25 - Footwear

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 2
COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
DREAMFLEX
UNITED STATES		T30476US00	12/10/2008	77/630,056			PENDING		25
	25 - Footwear
UNITED STATES		T30476US01	2/13/2009	77/669,935			PENDING		35
	35 - Store services
EASY SPIRIT
UNITED STATES		T15856US61	8/3/2006	78/943,748			ALLOWED		14
	14 - Jewelry
UNITED STATES		T15856US62	6/12/2007	77/203,660			ALLOWED		25
	25 - tops and bottoms
EASYPRO
UNITED STATES		T30483US00	3/20/2009	77/695,436			PENDING		25
	25 - Footwear
EBREEZE
UNITED STATES		T00062US01	6/9/2006	78/904,849			ALLOWED		25
	25 - Footwear
CIRCA JOAN & DAVID (Stylized)
UNITED STATES		T30233US06	7/16/2003	78/274,847			PENDING		25
	25 - Clothing, namely, pants, suits, blouses, shirts, scarves, hosiery, jackets, footwear
* Request for Extension of Time to oppose has been filed
CIRCA JOAN & DAVID
UNITED STATES		T30233US07	7/16/2003	78/274,851			PENDING		25
	25 - Clothing, namely, pants, suits, blouses, shirts, scarves, hosiery, jackets, footwear
* Request for Extension of Time to Oppose has been filed
JOAN & DAVID
UNITED STATES		T30233US16	7/28/2008	77/532,381			ALLOWED		25
	25 - Suits, jackets, shirts, blouses, sweaters, scarves, coats, belts, gloves, hats, pants, dresses, and lingerie
NINE & COMPANY
UNITED STATES		T00145US16	9/29/2005	78/723,457			ALLOWED		03
	03 - Bath oil; Bath soaps in liquid, solid or gel form; Blush; Body lotion; Body lotions; Body spray used as a personal deodorant and as fragrance; Cologne; Eau de toilette; Eye cream; Eye shadow; Eyebrow pencils; Eyeliner; Foundation; Fragrances for personal use; Hand soaps; Lip liner; Lipsticks; Mascaras; Perfume; Perfumed powder; Pressed face powder; Room fragrances; Skin cream; Skin moisturizer; Soaps for body care; Sun tan lotion; Sun tan oil
NINE BY NINE WEST
UNITED STATES		T30325US05	1/17/2008	77/373,854			ALLOWED		09
	09 - eyewear
UNITED STATES		T30325US06	1/17/2008	77/373,892			ALLOWED		14
	14 - jewelry and watches
UNITED STATES		T30325US07	1/17/2008	77/373,896			ALLOWED		18
	18 - handbags, wallets, keycases
UNITED STATES		T30325US08	1/17/2008	77/373,906			ALLOWED		25
	25 - tops, bottoms, dresses
NINE WEST
UNITED STATES		T00146US15	12/16/2008	77/634,300			PENDING		25
	25 - SWIMWEAR,
NINE WEST (Word Mark)
UNITED STATES		T30202US00	9/30/2005	78/724,031			ALLOWED		03
	03 - Perfume, cologne, eau de toilette, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; Cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eyeshadow, eye cream, eyeliner, mascara and eyebrow pencils.

Owner Trademark Report by Mark							Printed: 4/27/2009	Page 3
COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NINE WEST 9 VINTAGE AMERICA COLLECTION & Design
UNITED STATES		T30484US00	3/24/2009	77/697,548			PENDING		18
	18 - Handbags
UNITED STATES		T30484US01	3/24/2009	77/697,562			PENDING		25
	25 - tops, bottoms, footwear, belts
NWX
UNITED STATES		T30071US01	5/24/2006	78/891,508			ALLOWED		025
	025 - Shirts, jackets, tops, dresses, skirts, pants, shorts and jumpers
PAPPAGALLO (word mark)
UNITED STATES		T30192US04	3/11/2009	77/688,033			PENDING		9
	9 - prescription and non-prescription eyewear and sunglasses
UNITED STATES		T30192US05	3/11/2009	77/688,049			PENDING		14
	14 - jewelry and watches
UNITED STATES		T30192US06	3/11/2009	77/688,061			PENDING		18
	18 - handbags, satchels, totes, back packs, luggage, clutches, coin cases, wallets, key cases, cosmetic cases sold empty
UNITED STATES		T30192US07	3/11/2009	77/688,097			PENDING		25
	25 - tops and bottoms
UNITED STATES		T30192US08	3/11/2009	77/688,109			PENDING		25
	25 - footwear
RICKI2GO
UNITED STATES		T30294US00	6/9/2005	78/647,400			ALLOWED		025
	025 - Footwear
SAM & LIBBY and HEART DESIGN
UNITED STATES		T30438US01	3/10/2009	77/686,977			PENDING		25
	25 - Dresses
SPA EASY SPIRIT
UNITED STATES		T20330US00	10/24/2007	77/311 ,744			ALLOWED		25
	25 - Footwear
THIS IS YOUR LIFE LIVE IT COMFORTABLY
UNITED STATES		T20956US02	10/23/2007	77/310,756			ALLOWED		35
	35 - Retail store services in the field of footwear and apparel.
TRUE SPIRIT
UNITED STATES		T30457US00	4/12/2007	77/155,196			ALLOWED		18
	18 - handbags, wallets, purses, key cases
UNITED STATES		T30457US01	4/12/2007	77/155,218			ALLOWED		25
	25 - tops, bottoms, footwear, belts
V.A.C.
UNITED STATES		T30486US00	4/14/2009	77/713,543			PENDING		25
	25 - Tops and Bottoms
WESTIES
UNITED STATES		T15982US03	3/11/2009	77/688,200			PENDING		14
	14 - jewelry
				END OF REPORT			TOTAL ITEMS SELECTED =		46

TRADEMARK REGISTRATIONS
Foreign

Jones Investment Co. Inc.

		Owner Trademark Report by Country Printed:
	5/7/2009	Page 1
Country Omitted: UNITED STATES
Status: REGISTERED

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ANDORRA
T30276AD0O		AK ANNE KLEIN	8/11/2008	26417	8/11/2008	26417	REGISTERED		18,25,9
									14,35
	18 - Handbags and smg’s
	25 - Footwear
	9 -
	14 -
	35 -
118799		ANNE KLEIN	12/13/1996	1877	12/13/1996	20519	REGISTERED		25
	25 - Clothing, footwear and headgear.
377		JONES NEW YORK	6/13/1997	6683	6/13/1997	659938	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, footwear, headgear.
	25 -
ANGUILLA
T30044AI00		JUDITH JACK			12/11/2002	3453	REGISTERED		10,14,50
	10 - Watches (Local Class 10)
	14 - Local Class 14. Goods of precious metals (including nickel, Brittannia Metal) and jewelry and imitations of such goods and jewelry.
	50 - (10) Local Class 50(10)
ANTIGUA & BARBUDA
T30276AG00		AK ANNE KLEIN	7/23/2007	33818	1/18/2008	6825	REGISTERED		3,9,14
									18,25
	3-
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 -
T30276AG01		ANNE KLEIN NEW YORK	7/23/2007	33821	1/18/2008	6824	REGISTERED		3,9,14, 18,25
	3-
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 -
T30044AG00		JUDITH JACK	3/6/2002	6012	3/6/2002	6012	REGISTERED		14
	14 - Jewelry and watches
ARGENTINA
118688		ANNE KLEIN	5/11/1984	1434419	4/30/1993	1938735	REGISTERED		3
	3 - ALL GOODS IN INTERNATIONAL CLASS 3
118731		ANNE KLEIN & Lion Head Design	10/3/1991	1818726	9/30/1993	1961624	REGISTERED		25
	25 - ALL GOODS IN INTERNATIONAL CLASS 25
4		EVAN-PICONE	2/27/2003	2415010	4/4/2004	1972785	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 2

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ARGENTINA continued ...
T00066AR02		EVAN-PICONE	9/17/2003	2448742	1/25/2005	2007349	REGISTERED		25
	25 - Clothing, footwear, headgear.
429		JONES NEW YORK		N/A	4/28/1995	2584223	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00103AR01		JONES NEW YORK	7/3/2001	2344778	11/25/2002	1900393	REGISTERED		14
	14 - Jewelry and watches
T00103AR03		JONES NEW YORK	7/3/2001	2344779	1/1/2003	1900394	REGISTERED		18
	18 - Handbags and small leather goods
T00103AR05		JONES NEW YORK	7/3/2001	2344780	11/25/2002	1900395	REGISTERED		35
	35 - Retail Services
T00103AR06		JONES NEW YORK	7/3/2001	2344777	6/14/2005	2031171	REGISTERED		9
	9 - EYEGLASSES AND SUNGLASSES
T30162AR00		L.E.I.		2228852	7/31/2003	1943423	REGISTERED		25
	25 - apparel footwear and headgear
T30154AR00		L.E.I. and Design		2228854	7/31/2003	1943426	REGISTERED		25
	25 - apparel footwear and headgear
T30157AR00		L.E.I. LIFE ENERGY INTELLIGENCE and Design		na	3/31/2000	1.785.077	REGISTERED		25
	25 - apparel footwear and headgear
ARUBA
T30276AB00		AK ANNE KLEIN	1/15/2007	07011511	12/6/2007	26881	REGISTERED		3,9,14
									18,25
	3 -
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 -
118791		ANNE KLEIN	9/12/1996	IM-960912.19	9/12/1996	18170	REGISTERED		18
	18 - All goods in Class 18.
118915		ANNE KLEIN II	9/12/1996	IM-960912.18	9/12/1996	18169	REGISTERED		18
	18 - All goods in Class 18.
T30276AB01		ANNE KLEIN NEW YORK	1/15/2007	07011512	12/6/2007	26882	REGISTERED		3,9,14
									18,25
	3 -
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 -
T00103AB00		JONES NEW YORK	7/30/2004	23024	8/27/2004	23024	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30044AB00		JUDITH JACK	11/29/2001	0112g.12	3/19/2003	22281	REGISTERED		14,18,25
	14 - Jewelry and watches
	18 - Handbags
	25 - Belts
AUSTRALIA

Owner Trademark Report by Mark Printed: 5/7/2009 Page 3

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
AUSTRALIA continued ...
118978		A LINE ANNE KLEIN	2/6/1995	652452	2/6/1995	652452	REGISTERED		25
	25 - Clothing, footwear, headgear; excluding footwear for children.
203723		AK ANNE KLEIN	7/19/2004	1011792	7/19/2004	1011792	REGISTERED		14
	14 - Jewelry, Including jewelry made of precious and non-precious metals; horological and chronometric instruments, watches, clocks and timers.
T30354AU01		AK ANNE KLEIN	9/10/2007	1198359	9/10/2007	1198359	REGISTERED		3,9,18 25
	3 - Fragrances and Cosmetics
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	18 - Handbags, tote bags, briefcases, wallets, change purses, leather key cases and cosmetic bags (sold empty).
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
118349		ALBERT NIPON	1/17/1980	342046	1/17/1980	342046	REGISTERED		25
	25 - All types of wearing apparel; all other goods in said class.
118351		ALBERT NIPON	1/4/1984	401949	1/4/1984	401949	REGISTERED		16
	16 - Dress patterns and all other goods in this class.
118850		ANNE KLEIN	6/16/1997	736959	6/16/1997	736959	REGISTERED		9
	9 - Eyeglass frames, sunglass frames, eyeglasses, sunglasses, clip-on sunglasses, eyeglass and sunglass cases, eyeglass and sunglass chains and cords; parts, accessories and fittings for eyeglasses and sunglasses.
203718		ANNE KLEIN	7/19/2004	1011791	7/19/2004	1011791	REGISTERED		14
	14 - Jewelry including jewelry made of precious and non-precious metals; watches, clocks and timers.
118742		ANNE KLEIN & Lion Head Design (Label)	2/26/1993	597043	2/26/1993	B597043	REGISTERED		18
	18 - Women’s personal leather accessories in this class, handbags and tote bags.
118551		ANNE KLEIN (Script-Diagonal)	11/29/1973	274394	11/29/1973	274394	REGISTERED		25
	25 - All goods included in Class 25.
118547		ANNE KLEIN (Script — Diagonal)	11/29/1973	274390	11/29/1973	274390	REGISTERED		14
	14 - All goods included in this class.
118548		ANNE KLEIN (Script — Diagonal)	11/29/1973	274391	11/29/1973	274391	REGISTERED		18
	18 - All goods in Class 18.
118550		ANNE KLEIN (Script — Diagonal)	11/29/1973	274393	11/29/1973	274393	REGISTERED		24
	24 - All goods in Class 24.
118546		ANNE KLEIN (Script — Diagonal)	11/29/1973	274389	11/29/1973	274389	REGISTERED		3
	3 - All goods included in this class.
118903		ANNE KLEIN II	9/22/1992	587014	9/22/1992	587014	REGISTERED		14
	14 - All goods included in this class.
118883		ANNE KLEIN II (Block and Stylized Series — Australia)	2/22/1993	596574	2/22/1993	596574	REGISTERED		18
	18 - Women’s personal leather accessories in this class, handbags and tote bags.
118818		ANNE KLEIN II (stylized)	5/21/1987	465590	5/21/1987	465590	REGISTERED		25
	25 - Clothing, footwear and headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 4

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
AUSTRALIA continued ...
T30276AU00		ANNE KLEIN NEW YORK	9/10/2007	1198360	9/10/2007	1198360	REGISTERED		3,9,14
									18,25
	3 - Fragrances and Cosmetics
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 - Jewelry and Watches
	18 - Handbags, tote bags, briefcases, wallets, change purses, leather key cases and cosmetic bags (sold empty).
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
6		EVAN-PICONE	2/21/1983	387704	1/30/1986	387704	REGISTERED		25
	25 - All goods in Class 25, excluding boots, shoes, slippers and sandals. Agent Acknowledged inst. to renew 10/7/03
5		EVAN-PICONE	6/20/1990	536,530	8/20/1992	A536530	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30124AU11		Floating Swan Design			8/25/1984	A412805	REGISTERED		25
	25 - Women’s sportswear, namely blouses, tops, sweaters, skirts, pants, jeans, shorts, bathing suits and accessories therefor.
T30124AU06		G.V. Triangle design			3/11/1981	B357581	REGISTERED		25
	25 - Clothing, including jeans and tops and all goods in the class
T30242AU00		GLO JEANS	5/31/2006	1116799	5/31/2006	1116799	REGISTERED		025
	025 - Clothing including pants skirts, dresses, jackets coats, blouses, shirts, hosiery, belts and footwear
T30124AU03		GLORIA VANDERBILT		376293	6/2/1982	B376293	REGISTERED		18
	18 - knapsacks and bags, namely, handbags, purses, carryalls, duffel bags, and cosmetic cases sold empty, umbrellas
T30124AU07		GLORIA VANDERBILT			4/15/1982	B374252	REGISTERED		25
	25 - Clothing and all other goods in the class
T30124AU00		GLORIA VANDERBILT & Swan Design	8/15/1994	637840	8/14/1994	637840	REGISTERED		25
	25 - men’s, women’s and children’s pants, jeans, jumpsuits, rompers, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, underwear, footwear, hats, scarves and gloves; women’s and girl’s blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, leotards, underwear, briefs and tops, bras and panties
T30125AU00		GLORIA VANDERBILT Signature		226158	8/3/1979	A226158	REGISTERED		25
	25 - clothing
T30125AU01		GLORIA VANDERBILT Signature			6/2/1982	A376292	REGISTERED		18
	18 - LEATHER AND IMITATIONS OF LEATHER, AND ARTICLES MADE FROM THESE MATERIALS
T30200AU00		JEANSTAR	11/1/2004	1027730	11/1/2004	1027730	REGISTERED		025
	025 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, footwear, blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, briefs, bras and

Owner Trademark Report by Mark Printed: 5/7/2009 Page 5

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
AUSTRALIA continued...
312		JONES NEW YORK	6/2/1997	735851	6/2/1997	735851	REGISTERED		010,9,14
									18,25
	010 - Clothing, footwear, headgear.
	Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery essential oils, cosmetics, hair lotions; dentifrices.
	Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus.
	Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	9 - eye wear
	14 -
	18 -
	25 -
T00113AU00		JONES NEW YORK SPORT	11/2/2001	893983	6/18/2002	893983	REGISTERED		25
	25 - Clothing, footwear and headgear
T30044AU00		JUDITH JACK	9/27/2001	890509	9/27/2001	890509	REGISTERED		14,18,25
	14 - Jewelry and watches
	18 - Handbags
	25 - Belts
118402		KASPER	2/23/1998	755735	2/23/1998	755735	REGISTERED		25
	25 - Wearing apparel, including sweaters, shirts, blouses, t-shirts, pants, jeans, skirts, dresses, shorts, jackets, coats, suits, raincoats, capes, ponchos, shawls, scarves and vests.
T30154AU00		L.E.I			3/31/2000	1785077	REGISTERED		25
	25 - Apparel, footwear and headgear
T30154AU02		L.E.I LIFE ENERGY	12/24/1999	na	12/24/1999	782897	REGISTERED		25
		INTELLIGENCE and Design
	25 - Apparel footwear and headgear
T30154AU01		L.E.I. and Design			12/24/1999	799362	REGISTERED		25
	25 - Apparel footwear and headgear
T30154AU05		LEI THONG		NA	4/12/2001	872608	REGISTERED		25
	25 - Apparel, footwear and headgear
T30154AU06		LEI THONG & Design		NA	4/12/2001	872607	REGISTERED		25
	25 - Apparel, footwear and headgear
T30157AU00		LIFE ENERGY INTELLIGENCE	12/24/1999	na	12/24/1999	799364	REGISTERED		25
	25 - Apparel footwear and headgear
118680		Lion Head Design	1/23/1989	503408	1/23/1989	503408	REGISTERED		14
	14 - Women’s costume jewelry, fabricated from base metals, sterling silver, electroplated gold and silver, gold-filled materials, synthetic and semi-precious stones, and diamonds.
118738		Lion Head Design	9/22/1992	587015	9/22/1992	587015	REGISTERED		14
	14 - All goods included in this class.
118553		Lion Head Design	6/25/1976	298104	6/25/1976	298104	REGISTERED		25
	25 - All goods included in this class.
T30005AU00		RICHELIEU			4/3/1978	B316926	REGISTERED		14
	14 - JEWELRY NOT BEING IN THE FORM OF SMOKERS’ ARTICLES.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 6

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
AUSTRALIA continued ...
T30154AU04		Slanted Bubble Design	12/24/1999	na	12/24/1999	799361	REGISTERED		25
	25 - Apparel footwear and headgear
T30124AU09		Swan Design			6/23/1982	A377268	REGISTERED		18
	18 - All goods in this class
T30124AU10		Swan Design			8/3/1990	A398242	REGISTERED		25
	25 - Women’s sportswear, namely blouses, tops, sweaters, skirts, pants, jeans, shorts, bathing suits and accessories therefor.
T30124AU02		VANDERBILT BY GLORIA VANDERBILT		380503	9/2/1982	A380503	REGISTERED ·		03
	03 - Cosmetics, Perfumes, Perfume Sprays, Toilet Water, Toilet Water Sprays, Body Lotions and Body Powders and preparations for personal care.
T30124AU04		VANDERBILT GLORIA VANDERBILT & Swan Design		381064	9/15/1982	A381064	REGISTERED		03
	03 - Cosmetics, toiletries, perfumes, fragrances, talc, lotions, for cosmetic purposes, shampoos, soaps, beauty preparations and preparations for personal care and all other goods in the class.
AUSTRIA
118374		ALBERT NIPON		AM 3071/81	3/29/1982	99329	REGISTERED		3,4,14,16,18
	3 - Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery, essential oils, preparations for body and beauty care, hair lotions; dentifrices
	4 - industrial oils and greases (except edible oil, edible greases and essential oils); lubricants; dust binding components; fuels (including motor spirit)and illuminants; candles, night lights, wicks for lighting
	14 - precious metals and their alloys as well as goods made thereof and coated therewith (except cutlery, forks and spoons); jewelry, precious stones; clocks and watches and other means for measuring of time
	16 - paper, cardboard and goods made from these materials, not included in other classes; printing matters, papers and magazines, books, bookbinding articles; photographs; stationery, adhesives (for stationery); artists’ materials; paint brushes; typewriters and office requisites (except furniture); instructional and teaching material (except apparatus); playing cards; printers’ types; printing blocks
	18 - leather and leather imitations as well as goods made thereof, not included in other classes, in particular jewelry bags, travelling bags, cosmetic bags; animals skins and hides; travelling and hand suitcases; umbrellas parasols and walking sticks; whips, harness and
118554		ANNE KLEIN	5/21/1976	AM 1438/76	4/3/1981	96556	REGISTERED		3
	3 - Perfume; cologne; toilet water; dusting powder; bath oil; body splash; soap; oil; toner; mask; astringent; face lotion; skin lotion; cleansing lotion; depilatories; hair coloring preparations; hair conditioners; face powder; makeup items; sun care products.
118702		ANNE KLEIN & Lion Head Design	6/27/1990	AM3283/90	9/6/1990	132483	REGISTERED		25
	25 - Clothing, boots, shoes and slippers.
12		E.P.S. EVAN-PICONE SPORT	3/5/1990	AM 1160/90	9/17/1990	132676	REGISTERED		25
	25 - Clothing, footwear, headgear.
3		EVAN-PICONE	9/10/1968	AM2183/68	11/22/1968	63189	REGISTERED		18,25
	18 - hosiery, woven and knitted clothing, body linen, table linen, bed linen, corsets, neckties, braces, gloves
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 -
8		EVAN-PICONE SPORT	5/2/1991	AM 593/91	6/17/1991	136155	REGISTERED		25
		(STYLIZED)
	25 - Clothing, footwear, headgear.
T30124AT00		GLORIA VANDERBILT			8/5/1991	136902	REGISTERED		24
	24 - Home Furnishings
430		JNY JONES NEW YORK &	3/12/1991	n/a	11/20/1991	138893	REGISTERED		25
	25 - Clothing
BAHAMAS

Owner Trademark Report by Mark Printed: 5/7/2009 Page 7

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BAHAMAS continued...
13		EVAN-PICONE	11/10/1983	11,115	11/21/1983	11,115	REGISTERED		38
	38 - Clothing, footwear, headgear.
388		JONES NEW YORK	6/30/1997	19734	6/30/1997	19734	REGISTERED		38
	38 - Clothing, footwear, headgear.
399		JONES NEW YORK	7/11/1997	19743	7/11/1997	19743	REGISTERED		37
	37 - Leather goods
T30044BS01		JUDITH JACK	1/28/2002	24525	9/27/2006	24525	REGISTERED		37
	37 - LEATHER, SKINS UNWROUGHT AND WROUGHT, AND ARTICLES MADE OF LEATHER NOT INCLUDED IN OTHER CLASSES (TO COVER “HANDBAGS AND BELTS”. PROVIDING THESE CASES OF MADE OF LEATHER.
T30044BS02		JUDITH JACK	1/28/2002	24526	9/27/2006	24526	REGISTERED		14
	14 - GOODS OF PRECIOUS METALS AND JEWELRY, AND IMITATIONS OF SUCH GOODS AND JEWELRY (TO COVER
BAHRAIN
T30338BH01		A (Underscored) LINE ANNE	9/21/1994	1087/94	9/21/1994	17939	REGISTERED		25
	25 -Clothing, including jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, trousers, jeans, shorts, t-shirts, skirts, jumpsuits, sweaters, cardigans, hats, belts, headbands, lingerie, neckwear, namely scarves, mufflers, ascots and ties, overalls, gloves, hosiery, stockings (knee-high and thigh-high), pantyhose, tights, socks, leggings, swimwear and footwear (including shoes, boots and slippers), except for children’s footwear
118780		ANNE KLEIN			9/21/1994	17940	REGISTERED		25
	25 - CLOTHING, INCLUDING JACKETS, COATS, PARKAS, RAINCOATS, BLAZERS, BLOUSES, SHIRTS, DRESSES, SUITS, TROUSERS, PANTS, JEANS, SHORTS, T-SHIRTS, SKIRTS, JUMPSUITS, SWEATERS, CARDIGANS, HATS, BELTS, HEADBANDS, LINGERIE, NECKWEAR, OVERALLS, GLOVES, SCARVES, SHAWLS, MUFFLERS, HOSIERY, STOCKINGS (KNEE-HIGH AND THIGH-HIGH), PANTYHOSE, TIGHTS, SOCKS, LEGGINGS, SWIMWEAR; FOOTWEAR, INCLUDING BOOTS, SHOES, ATHLETIC FOOTWEAR, AND SLIPPERS; AND HEADGEAR
118902		ANNE KLEIN II	9/21/1994	1089/94	9/21/1994	17938	REGISTERED		25
	25 - Clothing, including jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, suits, trousers, pants, jeans, shorts, t-shirts, skirts, jumpsuits, sweaters, cardigans, hats, belts, headbands, lingerie, neckwear, overalls, gloves, scarves, shawls, mufflers, hosiery, stockings (knee-high and thigh-high), pantyhose, tights, socks, leggings, swimwear; footwear, including boots, shoes, athletic footwear, and slippers; and headgear.
T30005BH01		NAPIER	6/27/1988	426/88	12/29/1992	11734	REGISTERED		14
	14 - Jewelry made of previous and semi-precious metals.
BARBADOS
118792		ANNE KLEIN	9/13/1996	N/A	2/23/2000	81/11443	REGISTERED		18
	18 - HANDBAGS, TOTE BAGS, AND PERSONAL LEATHER ACCESSORIES, NAMELY BILLFOLDS, WALLETS, CHECKBOOK HOLDERS, CHECKBOOK CLUTCHES, COSMETIC CASES, COSMETIC POUCHES, CREDIT CARD CASES, KEY CASES, KEY FOBS, PURSES, COIN PURSES, COIN/KEY PURSES, MONEY BELTS, PASSPORT CASES, CARRY-ALL CLUTCHES, TRAVEL KITS (SOLD EMPTY) AND SECRETARIES IN INTL. CLASS 18
118914		ANNE KLEIN II	9/13/1996	N/A	2/23/2000	81/11444	REGISTERED		18
	18 - Handbags, tote bags, and personal leather accessories, namely billfolds, wallets, checkbook holders, checkbook clutches, cosmetic cases, cosmetic pouches, credit card cases, key cases, key fobs, purses, coin purses, coin/key purses, money belts, passport cases, carry-all clutches, travel kits (sold empty) and secretaries in Int. Class 18.
T30044BBO0		JUDITH JACK			9/6/2002	81/16333	REGISTERED		14
	14 - Jewelry and watches
BB		JUDITH JACK			9/6/2002	81/16334	REGISTERED		18
	18 - Handbags
T30044BBO2		JUDITH JACK			9/6/2002	81/16335	REGISTERED		25
	25 - Belts
BELARUS
118769		ANNE KLEIN	8/25/1994	3363	8/25/1994	6595	REGISTERED		25
	25 - COATS, SUITS, JACKETS, PANTS, SHIRTS, SKIRTS, DRESSES, BLOUSES, SWEATERS, BELTS, GLOVES, SCARVES, MUFFLERS, SHAWLS, SWIMWEAR, HOSIERY, STOCKINGS, PANTYHOSE, TIGHTS, SOCKS, FOOTWEAR AND HEADGEAR

Owner Trademark Report by Mark Printed: 5/7/2009 Page 8

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BELIZE
T00103BZ01		JONES NEW YORK	2/22/2006	373906	2/22/2006	3739.06	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
BENELUX
T30306BX00		A LINE ANNE KLEIN		na	8/10/1995	578592	REGISTERED
118984		A LINE ANNE KLEIN	9/25/1995	856247	9/25/1995	578592	REGISTERED		25
	25 - Clothing, footwear (with the exception of children’s footwear), headgear.
118371		ALBERT NIPON	10/6/1983	49791	10/6/1983	395514	REGISTERED		25
	25 - Clothing, shoes, footwear, headgear for wear.
118372		ALBERT NIPON	12/1/1981	46311	12/1/1981	377076	REGISTERED		3
	3 - Perfumes, toiletry essentials, cosmetics, lotions for the hands, dentifrices, colognes and products of toiletries, soap.
118555		ANNE KLEIN	12/18/1973	600994	12/18/1973	322944	REGISTERED		3,14,18 20,24,25 27
	3 - Bleaching preparations and other laundry preparations; cleaning, polishing, degreasing and abrasives; soap, perfumery, essential oils, cosmetics, hair lotions; dentifrices.
	14 - Precious metals and their alloys and articles made wholly, wellplates and silver wares (except cutlery, fork and spoons); jewelry, precious stones; horological and other chronometric instruments.
	18 - Leather and artificial leather and thereof made products that is not included in other classes; skins and sheets; valises and bags; umbrellas, parasols and walking sticks; whips; harness and saddlery.
	20 - Furniture, mirrors, frames; of wood, cork, reed, reed, tea, horn, bone, ivory, whalebone, tortoise shell, amber, mother of pearl, meerschaum, celluloid and substitutes for these materials or made of plastic products that is not included in other classes.
	24 - Fabric; bed covers and table cloths; textile goods not included in other classes.
	25 - Clothing; including boots, shoes and slippers.
	27 - Carpets, rugs, linoleum and other floor covering; wall hangings (except for a fabric).
944		BIG JONES		N/A	12/1/1989	0473540	REGISTERED		25
	25 - Clothing, footwear, headgear.
24		EVAN-PICONE	6/13/1979	302303	4/2/1980	361399	REGISTERED		25
	25 - Clothing.
315		EVAN-PICONE	6/27/1990	748249	6/27/1990	483669	REGISTERED		18
	18 - Cases especially made for photographic equipment.
	Leather and imitations of leather, goods made of these materials and not included in other classes. luggage, handbags, purses, attache cases, briefcases, business and credit card cases, passport cases, checkbook covers, school bags, tote bags, sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags, key fobs and key cases.
	Sacks and bags (not included in other classes)
23		EVAN-PICONE	6/5/1981	302554	3/12/1982	0375161	REGISTERED		3,4,8 14,21
	3 - Fragrance candles; manicure implements; jewelry, particularly jewelry containing perfume, fragrance decanters; cosmetic implements such as eyebrow pencils and lip brushes.
	4 -
	8 -
	14 -
	21 -
19		EVAN-PICONE SPORT (STYLIZED)	12/21/1990	758064	12/21/1990	494908	REGISTERED		25
	25 - Clothing, including footwear.
434		JNY	8/22/1990	n/a	8/22/1990	484316	REGISTERED		25
	25 - Women’s T-shirts, sweaters, shorts, shirts, jackets, pull-on pants blouses, vests.
945		JONES		N/A	12/1/1989	0473541	REGISTERED		25
	25 - Clothing, footwear, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 9

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BENELUX continued...
435		JONES NEW YORK	9/19/1990	n/a	9/19/1990	485804	REGISTERED		25
	25 - Women’s, junior misses, and petites apparel
T30044BX00		JUDITH JACK	5/10/2001	998066	5/10/2001	715810	REGISTERED		14,18,25
	14 - Watches and Jewelry
	18 - Handbags
	25 - Belts
118405		KASPER	2/20/1998	910855	2/20/1998	627110	REGISTERED		25
	25 - Clothing, footwear, headgear.
118703		Lion Head Design	6/1/1990	747093	6/1/1990	482969	REGISTERED		25
	25 - Clothing, footwear and headgear.
T30005BX01		NAPIER	7/18/1986	658501	7/18/1986	0420829	REGISTERED		14,18,21
									25,26
	14 - All goods in the class
	18 - All goods in the class
	21 - All goods in the class
	25 - All goods in the class
	26 - All goods in the class
T30005BX02		RICHELIEU			3/7/1978	350368	REGISTERED		14
	14 - jewelry
562		X-AM	12/10/1993	n/a	12/10/1993	543632	REGISTERED		25
	25 - Clothing, footwear.
BERMUDA
118970		A (underscored) LINE ANNE	6/8/1994	26156	6/8/1994	26156B	REGISTERED		25
	25 - Jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, trousers, jeans, shorts, t-shirts, skirts, jumpsuits, sweaters, cardigans, hats, belts, headbands, lingerie, neckwear, overalls, gloves, scarves, hosiery, stockings, pantyhose, tights socks, leggings, swimwear, suits, jumpers, capes, vests, collars, chemises, slips, petticoats, pajamas, negligees, nightgowns, tank tops, camisoles, pullovers, body shirts, leotards, stoles, and footwear; but none of the aforesaid being children’s footwear; all included in Class 25.
118704		ANNE KLEIN & Lion Head Design	7/4/1990	20972	7/4/1990	20972	REGISTERED		25
	25 - ARTICLES OF CLOTHING INCLUDED IN CLASS 25 FOR WOMEN AND GIRLS
118695		ANNE KLEIN (script)	6/28/1990	20967	6/28/1990	20967	REGISTERED		14
	14 - ARTICLES INCLUDED IN CLASS 14 MADE OF PRECIOUS METALS OR THEIR ALLOYS OR COATED THEREWITH; JEWELRY, HOROLOGICAL AND CHRONOMETRIC INSTRUMENTS
118896		ANNE KLEIN II	6/8/1994	26157	6/8/1994	B26157	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, culottes, belts, gloves, scarves, shorts, hosiery, stockings, pantyhose, tights, socks, and footwear; all included in Class 25.
T30107BM00		ERIKA	5/6/2002	34226	12/6/2002	34226	REGISTERED		25
	25 - CLOTHING, NAMELY, DRESSES, ACRYLIC SWEATERS AND PULLOVERS, INDIAN GAUZE TOPS, NYLON KNIT BLOUSES, DENIM PANTS, SKIRTS AND VESTS, T-SHIRTS, POLO SHIRTS, SWEATSHIRTS, SWEATPANTS, DENIM, SHORTS AND FOOTWEAR.
T30107BM01		ERIKA	5/6/2002	34225	12/6/2002	34225	REGISTERED		18
	18 - LUGGAGE, HANDBAGS, PURSES, ATTACHE CASES, BRIEFCASES, SCHOOL BAGS, TOTE BAGS, ALL PURPOSE SPORT TOTE BAGS, DUFFEL BAGS, BEACH BAGS, TRAVELLING TRUNKS AND VALISES, COSMETIC BAGS SOLD EMPTY, BRIEFCASE TYPE PORTFOLIOS, UMBRELLAS;
	SMALL LEATHER GOODS, NAMELY CLUTCH PURSES, CIGARETTE CASES, LEATHER KEY FOBS AND LEATHER KEY CASES, CREDIT CARD CASES, COSMETIC CASES, CHANGE PURSES, WALLETS, EYEGLASS CASES, BUSINESS CARD CASES, PASSPORT CASES, AGENDA CASES AND LIPSTICK HOLDERS

Owner Trademark Report by Mark Printed: 5/7/2009 Page 10

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BERMUDA continued ...
T30108BM00		ERIKA COLLECTION	5/6/2002	34227	12/6/2002	34227	REGISTERED		18
	18 - LUGGAGE, HANDBAGS, PURSES, ATTACHE CASES, BRIEFCASES, SCHOOL BAGS, TOTE BAGS, ALL PURPOSE SPORT TOTE BAGS, DUFFEL BAGS, BEACH BAGS, TRAVELLING TRUNKS AND VALISES, COSMETIC BAGS SOLD EMPTY, BRIEFCASE TYPE PORTFOLIOS, UMBRELLAS; .
	SMALL LEATHER GOODS, NAMELY CLUTCH PURSES, CIGARETTE CASES, LEATHER KEY FOBS AND LEATHER KEY CASES, CREDIT CARD CASES, COSMETIC CASES, CHANGE PURSES, WALLETS, EYEGLASS CASES, BUSINESS CARD CASES, PASSPORT CASES, AGENDA CASES AND LIPSTICK HOLDERS
T30108BM01		ERIKA COLLECTION	5/7/2002	34228	12/6/2002	34228	REGISTERED		25
	25 - CLOTHING, NAMELY, DRESSES, ACRYLIC SWEATERS AND PULLOVERS, INDIAN GAUZE TOPS, NYLON KNIT BLOUSES, DENIM PANTS, SKIRTS AND VESTS, T-SHIRTS, POLO SHIRTS, SWEATSHIRTS, SWEATPANTS, DENIM, SHORTS AND FOOTWEAR.
T30107BM03		ERIKA DRESSES	5/6/2002	34232	12/6/2002	34232	REGISTERED		25
	25 - CLOTHING, NAMELY, DRESSES, ACRYLIC SWEATERS AND PULLOVERS, INDIAN GAUZE TOPS, NYLON KNIT BLOUSES, DENIM PANTS, SKIRTS AND VESTS, T-SHIRTS, POLO SHIRTS, SWEATSHIRTS, SWEATPANTS, DENIM, SHORTS AND FOOTWEAR.
T30107BM05		ERIKA DRESSES	5/7/2002	34231	12/6/2002	34231	REGISTERED		18
	18 - LUGGAGE, HANDBAGS, PURSES, ATTACHE CASES, BRIEFCASES, SCHOOL BAGS, TOTE BAGS, ALL PURPOSE SPORT TOTE BAGS, DUFFEL BAGS, BEACH BAGS, TRAVELLING TRUNKS AND VALISES, COSMETIC BAGS SOLD EMPTY, BRIEFCASE TYPE PORTFOLIOS, UMBRELLAS; SMALL LEATHER GOODS, NAMELY CLUTCH PURSES, CIGARETTE CASES, LEATHER KEY FOBS AND LEATHER KEY CASES, CREDIT CARD CASES, COSMETIC CASES, CHANGE PURSES, WALLETS, EYEGLASS CASES, BUSINESS CARD CASES, PASSPORT CASES, AGENDA CASES AND LIPSTICK HOLDERS
T30107BM04		ERIKA SPORT	5/6/2002	34230	12/6/2002	34230	REGISTERED		25
	25 - CLOTHING, NAMELY, DRESSES, ACRYLIC SWEATERS AND PULLOVERS, INDIAN GAUZE TOPS, NYLON KNIT BLOUSES, DENIM PANTS, SKIRTS AND VESTS, T-SHIRTS, POLO SHIRTS, SWEATSHIRTS, SWEATPANTS, DENIM, SHORTS AND FOOTWEAR.
T30107BM06		ERIKA SPORT	5/7/2002	34229	12/6/2002	34229	REGISTERED		18
	18 - LUGGAGE, HANDBAGS, PURSES, ATTACHE CASES, BRIEFCASES, SCHOOL BAGS, TOTE BAGS, ALL PURPOSE SPORT TOTE BAGS, DUFFEL BAGS, BEACH BAGS, TRAVELLING TRUNKS AND VALISES, COSMETIC BAGS SOLD EMPTY, BRIEFCASE TYPE PORTFOLIOS, UMBRELLAS; SMALL LEATHER GOODS, NAMELY CLUTCH PURSES, CIGARETTE CASES, LEATHER KEY FOBS AND LEATHER KEY CASES, CREDIT CARD CASES,COSMETIC CASES, CHANGE PURSES, WALLETS, EYEGLASS CASES, BUSINESS CARD CASES, PASSPORT CASES, AGENDA CASES AND LIPSTICK HOLDERS
T30044BM00	JUDITH JACK		10/2/2001	33564	10/2/2001	33564	REGISTERED		14
	14 - Jewelry and watches
T30044BM01		JUDITH JACK	10/2/2001	33565	10/2/2001	33565	REGISTERED		18
	18 - HANDBAGS
T30044BM02		JUDITH JACK	10/2/2001	33566	10/2/2001	33566	REGISTERED		25
	25 - Belts
T30162BM00		L.E.I.	5/31/2007	47189	12/5/2002	47189	REGISTERED		9
	9 - Sunglasses
T30162BM01		L.E.I.	5/31/2007	47190	12/5/2008	47190	REGISTERED		14
	14 - Jewelry and Watches
T30162BM02		L.E.I.	5/31/2007	47191	12/5/2008	47191	REGISTERED		18
	18 - Handbags
T30162BM03		L.E.I.	5/31/2007	47192	12/5/2002	47192	REGISTERED		25
	25 - Lingerie, hats, leg wear, jackets, coats, jeans and footwear
T30005BM01		NAPIER	12/14/1979	NIA	12/14/1979	8940	REGISTERED		14
	14 - JEWELRY FORMED OF PRECIOUS METALS AND STONES
BOLIVIA
T30276BO00		AK ANNE KLEIN	10/24/2006	4119	8/13/2007	110041	REGISTERED		03
	03 - Fragrances and Cosmetics

Owner Trademark Report by Mark Printed: 5/7/2009 Page 11

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BOLIVIA continued ...
T30276BO01		AK ANNE KLEIN	10/24/2006	4120	8/13/2007	110050	REGISTERED		9
	9 - optical and non optical eyewear
T30276BO02		AK ANNE KLEIN	10/24/2006	4121	8/13/2007	110042	REGISTERED		14
	14 - jewelry and watches
T30276BO03		AK ANNE KLEIN	10/24/2006	4292	8/13/2007	110040	REGISTERED		18
	18 -
T30354BO00		AK ANNE KLEIN	10/24/2006	4123	8/13/2007	110043	REGISTERED		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30354BO01		AK ANNE KLEIN		na	8/13/2007	110044	REGISTERED		24
	24 - Body, bath and sport towels
T30276BO05		ANNE KLEIN NEW YORK	10/24/2006	4124	8/13/2007	110052	REGISTERED		03
	03 - Fragrances and Cosmetics
T30276BO06		ANNE KLEIN NEW YORK	10/24/2006	4125	8/13/2007	110051	REGISTERED		09
	09 - eyewear Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276BO07		ANNE KLEIN NEW YORK	10/24/2006	4126	8/13/2007	110124	REGISTERED		14
	14 - jewelry and watches
T30276BO08		ANNE KLEIN NEW YORK	10/24/2006	4291	8/13/2007	110055	REGISTERED		18
	18 -
T30276BO09		ANNE KLEIN NEW YORK	10/24/2006	4128	8/13/2007	110054	REGISTERED		25
	25 - Belts, blouses, camisoles, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276BO10		ANNE KLEIN NEW YORK		na	8/13/2007	110053	REGISTERED		24
	24 - Body, bath and sport towels
27		EVAN-PICONE	7/24/2002	SM-2275-02	12/18/2003	91979	REGISTERED		25
	25 - Dry goods, corsets, dresses, hats, shirts, collars and cuffs.
436		JONES NEW YORK	8/3/1994	n/a	6/13/1996	61272-C	REGISTERED		25
	25 - Women’s, junior misses, and petites apparel
T00103BO01		JONES NEW YORK	2/10/2006	12063	8/23/2007	110361-C	REGISTERED		09
	09 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30007BO00		NAPIER (Stylized)			8/27/1993	55182-C	REGISTERED		14
	14 - GOODS NOT LISTED.
BRAZIL
118852		ANNE KLEIN	6/17/1996	819258776	7/16/2002	819258776	REGISTERED		14
	14 - Chronometers, clocks, watches and their parts included in this class.
118728		ANNE KLEIN & Lion Head Design	4/12/1991	816121028	1/7/1997	816121028	REGISTERED		25
	25 - CLOTHING AND CLOTHING ACCESSORIES OF COMMON USE; CLOTHES AND CLOTHING ACCESSORIES FOR THE PRACTICE OF SPORTS; CLOTHES AND CLOTHING ACCESSORIES FOR PROFESSIONAL USE.
118899		ANNE KLEIN II	5/11/1994	817866906	4/16/1996	817866906	REGISTERED		25
	25 - Clothes and clothing accessories of common use. Clothes and clothing accessories for practice of sports. Clothes and clothing accessories for professional use. (Local Classes 25.10, 25.20, and 25.30)
118862		ANNE KLEIN II (stylized)	7/4/1990	815560532	3/3/1992	815560532	REGISTERED		25
	25 - Clothing; hats; footwear; uniforms; visors (hatmaking); clothing for gymnastics; stockings; camisoles; lingerie; sleepwear; swimwear; fur coats; scarves; gloves; belts and money belts.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 12

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BRAZIL continued...
127311		ANNE KLEIN II (stylized)	7/4/1990	815560532	3/3/1992	200036530	REGISTERED	18
	18 - Clothing articles made of leather and of imitation leather; bags; handbags; purses; coin purses; key purses; wallets; rucksacks; backpacks; umbrellas; shoulder bags; billfolds and pocket wallets; cases for credit cards; key cases; cheque book clutches; carry-all clutches and secretaries; school bags and satchels; tote bags; game bags and hip bags; bags for campers and for climbers; cosmetic bags and pouches; knapsacks; haversacks; lunch bags.
29		EVAN-PICONE	1/16/1995	818293160	10/11/2005	818293160	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00066BR02		EVAN-PICONE	9/28/2001	824094573	4/17/2007	824094573	REGISTERED		14
	14 -
T30124BR00		GLORIA VANDERBILT		810059711	12/26/1984	810059711	REGISTERED		25
	25 - Clothes and clothing accessories of common use; clothes and clothing accessories for practice of sports; professional cloths and
T30124BR11		GLORIA VANDERBILT	7/24/2003	825729939	8/19/2008	825729939	REGISTERED		25
	25 - FOOTWEAR, namely shoes, boots, sandals and slippers.
T30124BR06		GLORIA VANDERBILT & Swan Design		817936327	12/31/1996	817936327	REGISTERED		25
	25 - Clothes and clothing accessories of common use, active sportswear and professional use
T30124BR05		GLORIA VANDERBILT (Signature)		811054780	3/27/1984	811054780	REGISTERED		14
	14 - Jewels and their imitations
T30124BR02		GLORIA VANDERBILT and Swan Design		810665565	5/9/1989	810665565	REGISTERED		25
	25 - Clothes and clothing accessories of common use, active sportswear and professional use
T30124BR07		GVNY		819173495	8/24/1999	819173495	REGISTERED		9
	9 - eye wear
T30154BR02		L.E.I. LIFE ENERGY	2/5/1999	821172050	11/20/2007	821172050	REGISTERED		25
		INTELLIGENCE Design
	25 - Apparel footwear and headgear
T30157BR00		LIFE ENERGY INTELLIGENCE	7/28/1999	821518046	9/2/2008	821518046	REGISTERED		25
	25 - Apparel footwear and headgear
T30005BR03		NAPIER	2/18/2004	826258980	9/11/2007	826258980	REGISTERED		14
	14 - Jewelry made of precious and semi-precious materials.
T30007BR01		NAPIER (Stylized)		816963142	11/11/1992	816963142	REGISTERED		14
	14 - Jewelry made of precious and semi-precious stones.
T30124BR01		Swan Design		810500973	7/3/1984	810500973	REGISTERED		3
	3 - Perfumery and Hygiene products and toiletry articles in general
T30124BR03		VANDERBILT BY GLORIA		810963620	10/9/1984	810963620	REGISTERED		3
		VANDERBILT
	3 - Perfumery and Hygiene products and toiletry Articles in general
T30124BR04		VANDERBILT GLORIA		810997673	4/2/1985	810997673	REGISTERED		03
		VANDERBILT & Swan Design
	03 - Perfumery and Hygiene products and toiletry articles in general
BRITISH VIRGIN ISLANDS
31		EVAN-PICONE	12/15/1983	696	8/21/1984	2038	REGISTERED		25
	25 - Clothing, footwear, headgear.
354		JONES NEW YORK	6/16/1997	n/a	6/16/1997	3161	REGISTERED		37
	37 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 13

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BRITISH VIRGIN ISLANDS continued ...
353		JONES NEW YORK	6/16/1997	n/a	6/16/1997	3161	REGISTERED		38
	38 - Clothing, footwear, headgear.
T30044VG00		JUDITH JACK	12/21/2002	N/A	12/21/2002	3803	REGISTERED		14,37,25
	14 - watches
	37 - Handbags
	25 - Belts
BRUNEI
32		EVAN-PICONE	9/17/1981	28,613	9/14/1981	11766	REGISTERED		25
	25 - Articles of clothing, including boots, shoes and slippers
357		JONES NEW YORK	6/26/1997	27838	7/3/1999	24842	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes : animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
CANADA
118941		A (underscored) LINE ANNE	3/26/1991	678690	1/29/1998	TMA488527	REGISTERED		18,25
	18 - Tote bags.
	25 - Clothing, namely, jackets, coats, parkas, raincoats, blazers, blouses, shirts, t-shirts, skirts, dresses, trousers, jeans, shorts, jumpsuits, overalls, sweaters, cardigans, hats, headbands, belts, gloves, scarves, neckwear, namely ties, cowls, mufflers, swimwear, hosiery, stockings, knee-high and thigh-high stockings, pantyhose, tights, socks, knit leggings; footwear, namely shoes, boots, slippers, except
118364		ALBERT NIPON	1/9/1981	463879	5/28/1982	269469	REGISTERED		25
	25 - (1) Women’s dresses, shirts, skirts, jackets, sportswear and outerwear consisting of coordinated sweaters, shirts, skirts, slacks and scarves. (2) Ladies co-ordinates, ladies separates and ladies activewear, namely, blouses, pants, suits, outerwear coats.
118361		ALBERT NIPON	5/27/1987	584750	1/27/1989	TMA350563	REGISTERED		9
	9 - (1) Eye frames and sunglasses. (2) Men’s and women’s eye frames and sunglasses.
118343		ALBERT NIPON	12/8/1981	479352	3/27/1987	TMA325222	REGISTERED		3
	3 - Perfume, cologne and toilet water.
118851		ANNE KLEIN	5/23/1997	845942	5/7/1998	TMA494095	REGISTERED		9,25
	9 - Ophthalmic eyeglass frames; sunglasses.
	25 - Scarves; stoles; shawls; ties; fabric ponchos and mufflers.
118558		ANNE KLEIN	10/3/1973	368555	7/22/1977	TMA222047	REGISTERED		25
	25 - (1) Coats, suits, jackets, pants, skirts, and dresses for women. (2) Shirts and sweaters for women. (3) Women’s non-sheer socks.
118833		ANNE KLEIN	10/10/1991	709352	10/29/1993	TMA418966	REGISTERED		25
	25 - Shorts and tops.
118677		ANNE KLEIN	2/22/1989	625892	5/8/1992	TMA397954	REGISTERED		14
	14 - Jewelry.
118686		ANNE KLEIN	5/15/1989	631983	4/12/1991	TMA382887	REGISTERED		3
	3 - Fragrances, cosmetics, skin care, bath and related personal beauty care products, namely, perfume, eau de parfum, lotions, creams, oils, bath and shower gel, bath oil, dusting powder and soap.
118736		ANNE KLEIN	9/17/1992	713010	12/17/1993	TMA421182	REGISTERED		14
	14 - Women’s watches, clocks, and table clocks.
118725		ANNE KLEIN	3/21/1991	680508	3/26/1993	TMA410034	REGISTERED		25
	25 - Women’s hosiery, namely stockings, pantyhose, knee-high and thigh-high stockings, cut-and-sewn specialty tights (or stockings) and
118560		ANNE KLEIN & Lion Head Design	7/9/1974	376879	12/7/1979	TMA237942	REGISTERED		18,25
	18 - Pocketbooks of all kinds, handbags, tote bags, belts and umbrellas.
	25 - Ladies wearing apparel, namely, ladies’ coats, suits, jackets, pants, shirts, dresses, blouses, sweaters, gloves, shoes.
118837		ANNE KLEIN & Lion Head Design	7/6/1992	708350	8/25/1995	TMA446375	REGISTERED		18
	18 - Personal leather accessories, namely, billfolds, checkbook holders, credit card cases, checkbook clutches and wallets.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 14

REFERENCE		MARK	FILED	APPL#	REGDT		REG#	STATUS	CLASSES
CANADA continued...
118723		ANNE KLEIN & Lion Head Design	5/31/1991	683356		4/16/1993	TMA411169	REGISTERED	25
	25 - Fur outerwear for women, namely fur coats, fur jackets, shearlings, fur-lined coats (which may also be fur-trimmed).
118878		ANNE KLEIN II *to be abandoned	5/28/1992	705876		9/17/1993	TMA417126	REGISTERED	14
	14 - Jewellery, belts, watches, clocks, table clocks.
118873		ANNE KLEIN II	3/21/1991	680506		3/26/1993	410033	REGISTERED	25
	25 - Women’s hosiery, namely stockings, pantyhose, knee-high and thigh-high stockings, cut-and-sewn specialty tights, (or stockings) and
118860		ANNE KLEIN II	7/18/1990	662329		1/29/1993	TMA407369	REGISTERED	3,9,18,25
	3 - Fragrances, bath and related personal beauty care products, namely perfume, eau de parfum, lotions, creams, oils, bath and shower gel, bath oil, dusting powder, soap.
	9 - Women’s sunglasses; women’s ophthalmic eyeglass and sunglass frames. 18 - Chequebook holders and clutches, cosmetic cases and pouches, key cases, leather book coverings, leather boxes, leather envelopes, memo pads, money belts, organizers, paper holder with paper refills, passport cases, portfolios, coin purses, ·travel kits, wallets, handbags, tote bags.
	25 - Ladies’ gloves, belts, footwear, namely, shoes.
544		CODE BLEU	2/7/1994	747067		1/29/1999	TMA507305	REGISTERED	25
	25 - All kinds of clothing, bags and cosmetics
535		CODE BLEU		0523834		1/31/1986	310964	REGISTERED	25
	25 - Young men’s sportswear, namely shirts, pants, and jackets
T30107CA00		ERIKA	10/1/1999	1031022		7/9/2001	TMA547874	REGISTERED	25
	25 - Clothing, namely, acrylic sweaters and pullovers, Indian gauze tops, nylon knit blouses, denim pants, skirts and vests, t-shirts, polo shirts, sweatshirts, sweatpants, denim and shorts
T30103CA00		ERIKA & CO.	10/1/1999	1031023		7/9/2001	TMA547864	REGISTERED	25
	25 - Knit and woven t-shirts, etc.
T30108CA00		ERIKA COLLECTION	10/1/1999	1031025		7/9/2001	TMA547862	REGISTERED	25
	25 - Clothing, namely, acrylic sweaters and pullovers, Indian gauze tops, nylon knit blouses, denim pants, skirts and vests, t-shirts, polo shirts, sweatshirts, sweatpants, denim and shorts
T30107CA05		ERIKA DRESSES	5/20/2002	1141492		11/25/2003	TMA595546	REGISTERED	25
	25 - Dresses
T30107CA03		ERIKA II & CO.	10/1/1999	1031024		7/9/2001	TMA547863	REGISTERED	25
	25 - Knit and woven t-shirts, blouses, sweaters, pants, shorts, and skirts
T30107CA04		ERIKA SPORT	5/21/2002	1141493		11/25/2003	TMA595619	REGISTERED	25
	25 - Clothing, namely, acrylic sweaters and pullovers, Indian gauze tops, nylon knit blouses, denim pants, skirts and vests, t-shirts, polo shirts, sweatshirts, sweatpants, denim and shorts
38		EVAN-PICONE	8/29/1968	315,676		10/9/1970	171879	REGISTERED	25
	25 - (1) Women’s and misses’ sportswear, namely, women’s and misses skirts, slacks, shorts and sweaters. (2) Skirts, suits, slacks, shorts, blouses, dresses, coats, for women and misses. (3) Eyeglass frames
118306		EXECUTIVE DRESS BY ALBERT NIPON	1/9/1984	514948		10/26/1984	TMA296418	REGISTERED	25
	25 - Dresses.
589		FAMOUS MAKER	12/9/1994	770738		1/29/1999	TMA507,402	REGISTERED	25
	25 - Ladies’ clothing namely, blouses, knit tops, pants, skirts, sweaters, jackets, shells, shirts, coats, dresses and shorts. Clothing, footwear, headgear.
T30017CA00		FLEUR DE MER	4/27/1981	468,953		2/26/1982	266,979	REGISTERED	14
	14 - Jewelry
T30006CA00		GLASSTIQUE	7/29/1985	0546686		9/12/1986	318310	REGISTERED	14
	14 - Jewelry. No class in Canada.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 15

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CANADA continued ...
T30272CA01		GLO GIRL	5/3/2000	1057412	2/26/2003	576437	REGISTERED		003,009,014
	003 - Personal care products namely shower gel, body wash, bath foam, body scrub, glitter gel, shampoo, conditioner, hair gel, body lotion, massage lotion, foot lotion, lip gloss, lip shine, body mist, perfume, nail polish; cosmetics, namely eye liner, eye shadow, lipstick, blush, mascara, and face powder;, body tattoos,
	009 - sunglasses
	014 - body jewelry, namely rings, bracelets, anklets, watches;
	018 - bags, namely handbags, cosmetic cases and tote bags.
	025 - clothing, namely t-shirts, sweatshirts, hats, belts;
	026 - hair accessories, namely hair clips, barrettes, brushes, combs; mirrors
T30272CA03		GLO GIRL	12/5/2005	1281952	6/7/2007	TMA689233	REGISTERED		25
	25 - Jeans, capris, shorts, jackets as articles of clothing, and knitwear namely sweaters, cardigans, pullovers and knitted scarves and
T30125CA11		GLO GLORIA VANDERBILT		805852	1/22/1998	488037	REGISTERED		25
	25 - Clothing, namely jackets, suits, vests, dresses, pants, blouses, skirts, shorts
T30124CA04		GLORIA VANDERBILT & Swan Design		761496	6/14/1996	459346	REGISTERED		25
	25 - pants, jeans, jumpsuits, rompers, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, underwear, footwear, hats, scarves and gloves; women’s and girl’s blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, leotards, underwear, briefs and tops, bras and panties
T30125CA12		GLORIA VANDERBILT Signature		589396	2/2/1996	453243	REGISTERED		14
	14 - Watches and jewelry
T30125CA13		GLORIA VANDERBILT Signature		442469	2/17/1984	288070	REGISTERED		18,25
	18 - Cosmetic bags, cases, purses and travel accessories
	25 - pants, jeans, jumpsuits, rompers, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, underwear, footwear, hats, scarves and gloves; women’s and girl’s blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, leotards, underwear, briefs and tops, bras and panties
T30124CA05		JEANSTAR and Design	3/31/1999	1010575	9/23/2002	567821	REGISTERED		25
	25 - Women’s and children’s pants, jeans, jumpsuits, shorts, shirts, sweaters, vests, jackets, t-shirts, overalls, swimsuits, socks and underwear; and Women’s’ and Girls’ blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, underwear, namely briefs and tops, bras and panties, hats scarves, gloves and footwear namely shoes, boots and sandals.
T30043CA0O		JJ & Design	9/7/2000	1074053	3/24/2004	TMA606133	REGISTERED		14,18,25
	14 - JEWELRY; WATCHES AND BELTS; HANDBAGS AND PURSES
	18 -
	25 -
T00094CA0O		JNY	2/19/2004	1206861	9/8/2005	TMA647,603	REGISTERED		25
	25 - Clothing, namely, dresses, skirts, pants, shorts, tops, shirts, blouses, sweaters, tops, jumpsuits, jackets and coats
T00103CA04		JNY BLUE	1/16/2004	1203526	1/31/2005	TMA631561	REGISTERED		25,35,009
	25 - Junior Women’s Apparel t-shirts -shirts -sweaters -active wear - outerwear - casual bottoms - denim bottoms - casual skirts - dresses - accessories -hats Young Men’s Apparel -t-shirts -shirts - casual bottoms - denim bottoms - sweaters - outerwear active wear - hats -accessories
	35 - - Retail Store Services
	009 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
T00094CA02		JNY JONES NEW YORK COLLECTION	2/19/2004	1206864	3/22/2006	661221	REGISTERED		25
	25 - Clothing, namely, dresses, skirts, pants, shorts, tops, shirts, blouses, sweaters, tops, jumpsuits, jackets and coats

Owner Trademark Report by Mark Printed: 5/7/2009 Page 16

REFERENCE		MARK	FILED	APPL#	REGDT	REG#		STATUS	CLASSES
CANADA continued ...
510		JONES CLUB	9/5/1995	0792,055	6/9/1997	TMA477366	REGISTERED			25
	25 - Women’s clothing, namely — petite, women’s and misses’ skirts, slacks, shorts, sweaters, suits, blouses, dresses, coats, jackets, and eyeglass frames and hosiery.
513		JONES NEW YORK	4/29/1998	876707	2/21/2002	TMA558300	REGISTERED			3,9,14 18,25
	3 - perfume, eau de toilette, cologne, body lotions, body creams, soap, bath gel, bath salts, scented candles, dusting powder and potpourri.
	9 - men’s and women’s ophthalmic and non-ophthalmic eyeglasses, sunglasses and eyeglasses accessories namely cases and holders,
	14 - hair accessories namely, hairclips, pins, combs, barrettes, bands and ornaments; men’s and women’s timepieces namely watches; costume jewelry
	18 - luggage, handbags, purses, attache cases, briefcases, camera bags, wallets, checkbook covers, schoolbags, tote bags, duffel bags, beach bags, travel trunks and valises, briefcase-type portfolios, key fobs, key cases, umbrellas;
	25 - Men’s, boy’s, women’s, junior miss and petite’s knitwear namely, knitted and woven dress and casual shirts; suits, skirts, knit and woven skirts, knit and woven pants, two piece woven suits, coats, rainwear namely raincoats and slickers, hosiery; loungewear namely robes, nightgowns, kaftans, shirts and robes; men’s tailored suits and sports coats, constructed tailored sports coats, constructed tailored suits, overcoats, rainwear and underwear; Clothing for men and women namely, leather outerwear, neckties, belts and suspenders; suits, leather outerwear namely coats and jackets, scarves, intimate apparel namely, bras, panties, leggings, body suits, unitards, camisoles, chemises, foundation garments; footwear namely shoes and boots, hats and belts;
484		JONES NEW YORK	2/23/1978	421498	2/26/1982	266983	REGISTERED			25
	25 - Mens. boy’s, Juniors,& Women’s knitwear, namely knitted & woven tops, pullovers, jackets, slacks, shorts, swimsuits, sport suits, pajamas, sweaters, vests, night shirts, & Junior Miss & Women’s Knitted & woven shells, blouses, dresses, shifts & robes.
590		JONES NEW YORK COUNTRY	12/27/2000	1084403	3/25/2003	TMA578153	REGISTERED			25
	25 - Clothing for women, namely Shirts, skirts, blouses. sweaters, jeans, jackets, tops dresses, shorts and vests Clothing, footwear, headgear.
T30061CAO0		JONES NEW YORK ESSENTIALS	6/5/1998	880,507	8/1/2001	549,069	REGISTERED			25
	25 - wearing apparel for women namely, leather, knit and woven dresses, coats, suits, jackets, blouses, shirts, sweaters, t-shirts, tank-tops, camisoles, cardigans, pullovers, vests, pants, shorts, jeans, skirts, scarves and hats
505		JONES NEW YORK PETITE	4/9/1997	0841706	9/10/1998	TMA500367	REGISTERED			25
	25 - Ladies clothing, namely, blouses, knit tops, pants, slacks, skirts, sweaters, jackets, shells, coats, dresses, shorts.
509		JONES NEW YORK PETITE	7/29/1981	0473284	5/6/1988	TMA339882	REGISTERED			25
	25 - Ladies clothing, namely, blouses, knit tops, pants, slacks, skirts, sweaters, jackets, shells, coats, dresses, shorts.
507		JONES NEW YORK SEPARATES	9/17/1990	0666553	9/16/1994	TMA433271	REGISTERED			25
	25 - Ladies clothing, namely, blouses, knit tops, pants, slacks, skirts, sweaters, jackets, shells, coats, dresses, shorts.
T30181CAO4		JONES NEW YORK SIGNATURE	12/19/2003	1200807	8/30/2007	TMA695174	REGISTERED			25
	25 - skirts, suits, slacks, pants, shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers jeans, vests, jackets, sweaters, camisoles, culottes, knit pants,knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits
506		JONES NEW YORK SPORT	6/29/1994	0758083	6/14/1996	TMA459326	REGISTERED			25
	25 - Ladies clothing, namely, blouses, knit tops, pants, slacks, skirts, sweaters, jackets, shells, coats, dresses, shorts.
514		JONES NEW YORK SPORT	4/29/1998	876711	1/15/2003	TMA573653	REGISTERED			25,18,14 09
	25 - Clothing for Men and Women namely Men’s hosiery, leather outerwear, underwear, neckties, casual and sport shirts, belts and suspenders; Women’s, junior misses and petite’s jackets, slacks, shorts, suits, sweaters, vests, skirts, knit and woven skirts, knit and woven pants, two piece woven suits, swimwear, coats, rainwear, leather outerwear, sweaters, scarves, hosiery; footwear, hats, and belts. Luggage, handbags, purses, attache cases, briefcases, camera bags, wallets, checkbook covers, schoolbags, tote bags, sport tote bags, duffel bags, beach bags, travel trunks and valises, cosmetic bags, briefcase-type portfolios, key fobs, key cases, Costume jewelry, hair accessories, Men’ and Women’s ophthalmic and non-ophthalmic eyeglasses, sunglasses and eyeglass accessories
	18 -
	14 -
	09 -
515		JONES NEW YORK SUIT	4/29/1998	876706	7/3/2002	TMA564230	REGISTERED			25
	25 - Ladies Suits

Owner Trademark Report by Mark Printed: 5/7/2009 Page 17

REFERENCE		MARK	FILED	APPL#	REGDT	REG#		STATUS		CLASSES
CANADA continued ...
508		JONES NEW YORK WOMAN	9/17/1990	0666535	8/5/1994	TMA431348	REGISTERED			25
	25 - Ladies clothing, namely, blouses, knit tops, pants, slacks, skirts, sweaters, jackets, shells, coats, dresses, shorts.
511		JONES STUDIO	6/22/1995	0785855	2/25/1997	TMA471638	REGISTERED			25
	25 - Women’s Sportswear, namely — petite, women’s and misses’ skirts, slacks, shorts, sweaters, suits, blouses, dresses, coats, jackets, and eyeglass frames and hosiery.
T00117CA01		JONES STUDIO	5/21/2002	1141195	11/3/2008	727656	REGISTERED		NA
	NA — Jewelry, watches; clothing, namely, pajamas, bras, panties, underwear, briefs, bathrobes and nightgowns.
T00117CA03		JONES STUDIO	5/29/2006	1302979	6/29/2007	691163	REGISTERED			025
	025 - Knit and woven scarves, shawls, wraps, pareos, handkerchiefs, hats, and gloves.
T00117CA02		JONES STUDIO ESSENTIALS	5/28/2002	1141494	9/26/2003	TMA590962	REGISTERED			14
	14 – Jewelry
516		JONES WEAR	4/29/1998	876710	1/21/2002	TMA556182	REGISTERED			25
	25 - Clothing for Men and Women namely Men’s sport coats, hosiery, leather outerwear, underwear, neckties, dress shirts, casual and sport shirts, belts and suspenders; Women’s, junior misses and petite’s jackets, slacks, shorts, suits, sweaters, vests, skirts, knit and woven skirts, knit and woven pants, two piece woven suits, blouses. Knit tops. leather outerwear, sweaters, hosiery
1010		JONES WEAR	2/19/2001	1093287	5/14/2003	TMA581591	REGISTERED			14
	14 - Hair Accessories namely, hairclips, pins, combs, barrettes, bands and ornaments. Women’s costume jewelry, namely earrings, bracelets, necklaces, pins, pendants and rings.
517		JONES WEAR and Design	5/6/1998	877345	1/14/2004	TMA599436	REGISTERED			25
	25 - Clothing for Men and Women namely Men’s sport coats, hosiery, leather outerwear, underwear, neckties, dress shirts, casual and sport shirts, belts and suspenders; Women’s, junior misses and petite’s jackets, slacks, shorts, suits, sweaters, vests, skirts, knit and woven skirts, knit and woven pants, two piece woven suits, blouses. Knit tops. leather outerwear, sweaters, hosiery
519		JONES WEAR SPORT	4/29/1998	876708	7/4/2006	666968	REGISTERED			25
	25 - Women’s, junior misses and petite’s jackets, slacks, shorts, suits, sweaters, vests, skirts, knit and woven skirts, knit and woven pants, two piece woven suits, blouses. Knit tops. leather outerwear, sweaters, hosiery
T00103CA02		JONESWEAR	7/31/2003	1186201	8/29/2007	695052	REGISTERED			09
	09 – eyewear
T30044CA00		JUDITH JACK	9/7/2000	1074054	8/30/2002	566752	REGISTERED			14
	14 - JEWELRY; WATCHES AND belts; HANDBAGS AND PURSES
127214		KASPER	10/20/1992	715144	3/10/1998	TMA491089	REGISTERED			42,25
	42 - Designing clothing, sheets, pillowcases, tablecloths, table decorations, wall coverings, curtains, drapes, furs, towels and bathroom accessories for others.
	25 - (1) Wearing apparel, namely: sweaters, shirts, blouses, T-shirts, pants, jeans, skirts, shorts, jackets, coats, suits, raincoats, capes, ponchos, shawls, scarves, evening gowns, evening skirts and tops, daytime and cocktail dresses, tennis shorts, tennis shirts, tennis dresses, fur coats, fur trimmed coats, fur lined coats and reversible fur coats having fur on one side, cloth on the opposite side arid wearable on either side. (2) Women’s clothing, namely: suits, suit-like costumes, dresses; women’s sportswear, namely; pants, tops, shirts, skirts, sweaters, blouses and vests. (3) Men’s clothing, namely; jogging suits, bathing suits, sweat shirts, swim wear, sports jackets, sports coats, raincoats, overcoats, evening shirts, ties, bow ties, blazers, jackets, suits, tuxedos, pants, trousers, slacks, Bermuda shorts, shirts, sport shirts, T-shirts, polo shirts, vests, sweaters; women’s clothing; namely: coats, raincoats, shorts.
T30164CAO1		L.E. I.		1026519	8/23/2002	566343	REGISTERED			25
	25 - Apparel, namely, jeans, shirts, jackets, vests, pants, sweaters, sweatpants, jumpsuits, shorts, skorts, overalls, shortalls, dresses, skirts and T-shirts. clothing, namely, lingerie and footwear, namely, shoes, sneakers, boots and sandals.
T30157CAO1		L.E.I. LIFE ENERGY INTELLIGENCE and Design		877151	5/22/2001	545412	REGISTERED			25
	25 - Apparel, namely, jeans, shirts, pants, jumpsuits, shorts, skorts, t-shirts and footwear, namely shoes, boots, and sandals.
T30157CAO0		LIFE ENERGY INTELLIGENCE	8/23/1999	1026514	8/23/2002	566342	REGISTERED			25
	25 - (1) Apparel, namely, jeans, shirts, jackets, vests, pants, sweaters, sweatpants, jumpsuits, shorts, skorts, overalls, shortalls, dresses, skirts and T-shirts.
	(2) Clothing, namely, lingerie and footwear, namely, shoes, sneakers, boots and sandals.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 18

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CANADA continued ...
118737		Lion Head Design	9/17/1992	713011	11/19/1993	419898	REGISTERED		14
	14 - WOMEN’S WATCHES, CLOCKS, AND TABLE CLOCKS
118678		Lion Head Design	2/22/1989	625893	5/11/1990	TMA368636	REGISTERED		14
	14 - Jewelry.
118724		Lion Head Design	3/21/1991	680507	10/23/1992	tma404002	REGISTERED		25
	25 - WOMEN’S HOSIERY, INCLUDING STOCKINGS, PANTYHOSE, KNEE-HIGH AND THIGH-HIGH STOCKINGS, CUT-AND-SEWN SPECIALTY TIGHTS (OR STOCKINGS) AND SOCKS
118562		Lion Head Design	6/15/1982	488320	2/18/1983	TMA276743	REGISTERED		25
	25 - (1) Women’s non-sheer socks. (2) Clothing, namely sweaters, pants, shirts, shorts, tops, coats, dresses.
T30085CA00		MAGGIE MCNAUGHTON	12/9/1993	743060	8/20/1997	TMA480990	REGISTERED		25
	25 - Women’s and children’s clothing, namely, dresses slacks, pants, tops, shirts, jackets, skirts, blouses,
118559		MARK OF THE LION	12/16/1974	381430	3/10/1978	226571	REGISTERED		25
	25 - MEN’S CLOTHING—NAMELY, SHIRTS, PANTS, JACKETS, SWEATERS
T30005CA03		NAPIER	3/3/1936	167793	3/3/1936	UCA6297	REGISTERED		14
	14 - BAGS OF METAL MESH, SILK OR LEATHER WITH METAL FRAMES; VANITY CASES, CIGARETTE CASES, FLASKS, POWDER OR ROUGE CASES, COIN CASES, CARDCASES, MATCH CASES, L1-SALVE CONTAINERS, BELT BUCKLES, PURSES OF MESH OR LEATHER WITH METAL TRIMMINGS, ALL MADE WHOLLY OR IN PART OF PRECIOUS METAL OR PLATED THEREWITH; BRACELETS, BROOCHES, BAR PINS, FINGER RINGS, ORNAMENTAL METAL MOUNTED COMBS, ORNAMENTAL HAIRPINS, NECKLACES, LOCKETS; PHRYPHORIC LIGHTERS, HORS D’OEURVE SERVERS, ASH TRAYS, COCKTAIL SHAKERS, DRINK MIXING DEVICES, SPOONS AND TONGS FOR SERVING FOOD, AND SMALL DISHES AND BOWLS.
T30007CA00		NAPIER (Stylized)	9/9/1994	763769	9/27/1996	463715	REGISTERED		14
	14 - JEWELRY MADE OF PRECIOUS AND SEMI-PRECIOUS MATERIALS.
T30007CA01		NAPIER (Stylized)	12/31/1997	0865476	3/1/2000	TMA524174	REGISTERED		14
	14 - JEWELRY MADE OF PRECIOUS AND SEMI-PRECIOUS MATERIALS.
118396		NINA CHARLES	6/16/1998	881562	7/26/1999	TMA513230	REGISTERED		25
	25 - Clothing, namely tops and dresses.
118363		NIPON STUDIO	6/21/1994	757931	7/7/1995	TMA445051	REGISTERED		25
	25 - Clothing, namely, pants, skirts, jackets, blouses, vests, dresses, jumpsuits, shorts, t-shirts, and sweaters.
T30094CA00		NORTON MCNAUGHTON	12/9/1993	743057	10/31/1997	TMA485068	REGISTERED		25
	25 - Women’s sportswear namely, sweaters, blouses, jackets, pants, skirts, vests and shorts.
T30008CA00		NOW YOU’RE DRESSED	12/31/1997	865441	3/1/2000	524173	REGISTERED		14
	14 - Jewelry
54		PICONE SPORT	1/22/1993	721,126	1/29/1998	488519	REGISTERED		25
	25 - Clothing namely, women’s skirts, pants, shorts, tops, jackets and knitwear namely, sweaters, shorts and skirts.
T30005CA00		RICHELIEU	5/1/1942	181024	5/1/1942	16868	REGISTERED		14
	14 – Jewelry
34		STUDIO PICONE	5/8/1986	562,242	5/29/1987	328,195	REGISTERED		25
	25 - Clothing, namely, pants, sport coats and suits
T30124CA00		Swan Design		442468	11/29/1985	308709	REGISTERED		25
	25 - Pants jeans trousers slacks shorts skirts blouses and shirts
T30124CA01		Swan Design		532115	10/6/1995	448472	REGISTERED		25
	25 - pants, jeans, jumpsuits, rompers, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, underwear, footwear, hats, scarves and gloves; women’s and girl’s blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, leotards, underwear, briefs and tops, bras and panties

Owner Trademark Report by Mark Printed: 5/7/2009 Page 19

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CANADA continued ....
T30124CA02		Swan Design		621442	2/9/1996	453619	REGISTERED		18
	18 - Cosmetic bags, cases, purses, wallets, coin purses, check organizers, card cases cigarette cases, eyeglass cases, key rings, lingerie bags, travel bags, umbrellas, tote bags and handbags
T30124CA03		Swan Design		589397	2/16/1996	454034	REGISTERED		14
	14 - Watches, precious metals, precious and semiprecious stones and costume jewelry
T30431CA00		‘TIQUE	9/7/2006	1315620	10/12/2007	698421	REGISTERED		35
	35 - Retail store services selling clothing
T30125CA08		V by VANDERBILT Design		742608	1/29/1997	470067	REGISTERED		30
	30 - Toiletries, Namely, eau de toilet, perfumes, fragrances, beauty preparations and preparations for personal care, namely facial moisturizer and body lotion all non medicated
T30125CA10		VANDERBILT FOR MEN	1/10/1999	1024554	9/23/2002	567859	REGISTERED		25
	25 - Shirts, pants, jeans, sweaters, suits, jackets, ties, shorts, underwear, bathing suits, socks, shoes, vests, hats, scarves, gloves, mufflers, belts, watches, cufflinks, tie tacks, tie bars, bracelets, wallets, and key chains.
T30125CA02		VANDERBILT GLORIA VANDERBILT & Swan Design		492269	5/29/1987	328021	REGISTERED		3
	3 - Cosmetics and fragrances ·
T30040CA00		VISTA	6/23/1986	564,947	7/17/1987	330,052	REGISTERED		14
	14 - SIMULATED PEARL EARRINGS AND NECKLACES
563		X-AM		762,765	10/20/1995	449175	REGISTERED		25
	25 - Sportswear, namely shirts, sweatshirts, t-shirts, sweaters, pants, jackets, pants, jackets; coats; hats; belts; headbands; scarves; men’s, women’s and boys’ jeans and men’s and boys’ shorts.
	Clothing, footwear, headgear.
CAYMAN ISLANDS
T30276KY01		AK ANNE KLEIN	6/7/2007	CT4462371	6/7/2007	CT4462371	REGISTERED		18,25
	18 -
	25 -
118740		ANNE KLEIN (Script- Diagonal)	1/15/1993	1021109	1/22/1993	1021109	REGISTERED		14
	14 - ARTICLES OF PRECIOUS METALS OR THEIR ALLOYS OR COATED THEREWITH; JEWELRY; HOROLOGICAL AND
	CHRONOMETRIC INSTRUMENTS
118565		Lion Head Design	7/27/1976	1066302	7/27/1976	1066302	REGISTERED		25
	25 - ARTICLES OF CLOTHING FOR WOMEN, GIRLS AND BOYS
CHILE
118511		A AMERICAN STYLE and Design	10/23/2002	586269		TBA	REGISTERED		25
	25 - FOOTWEAR
118513		A and Design	10/23/2002	586264	1/17/2003	654927	REGISTERED		18
	18 - HANDBAGS, SHOULDER BAGS, NIGHT BAGS, COSMETIC BAGS SOLD EMPTY, COSMETIC CASES SOLD EMPTY, COSMETIC POUCHES SOLD EMPTY, VASES FOR CLEANING ITEMS SOLD EMPTY, LEATHER BELTS FOR THE SHOULDERS, WALLETS, POCKET PURSES, CREDIT CARD CASES, BUSINESS CARD CASES, KEY CASES, LEATHER PURSES FOR THE KEYS, CASES FOR PASSPORTS, COIN PURSES, PURSES FOR COINS/KEYS, BAGS FOR KEEPING ALL KINDS OF ITEMS; CHECK BOOK CASES, WOMEN’S BAGS, PURSES FOR MULTIPLE PURPOSES, HAVERSACKS, BAGS FOR BOOKS, WAIST BAGS, LEATHER AND TEXTILE PURCHASE BAGS (EMPTY), KNAPSACKS, HAVERSACKS FOR MOUNTS, SPORTS BAGS, SLING CARRYING KNAPSACKS, TRAVEL BAGS, SHORT TRIP BAGS, WEEK TRIP BAGS, CANTON FLANNEL BAGS, SUIT BAGS, TRAVEL BAGS FOR CLOTHES, GYM BAGS, ATHLETIC BAGS, BEACH BAGS, CASES FOR TIES, BAGS FOR THE WAIST, PROTECTING BAGS, KNAPSACKS, SADDLEBAGS, ATTACHÉ CASES, BRIEFCASES, BRIEFCASE-TYPE PORTFOLIOS, LEATHER ENVELOPES FOR CARRYING PERSONAL DOCUMENTS, SECRETARY-TYPE DOCUMENT CASES, PURSES, SUITCASES, LUGGAGE, TRUNKS, UMBRELLAS, PARASOLS.
118514		A and Design	10/23/2002	586262	1/17/2003	654926	REGISTERED		25
	25 - DRESSING CLOTHES FOR ADULTS; NAMELY, JACKETS, RAINCOATS, BLOUSES, SKIRTS, DRESSES, OVERCOATS, TROUSERS, SHORTS, WAISTCOATS, BOMBARDIER JACKETS, BASEBALL JACKETS, PARKAS, BLAZERS, SHIRTS, T-SHIRTS, STRAIGHT-LEGGED TROUSERS, JEANS, STRAIGHT-LEGGED SHORTS, JUMPSUITS, SWEATERS, HATS, BELTS, SCARVES, NECKWEAR, SOCKS AND STOCKINGS

Owner Trademark Report by Mark Printed: 5/7/2009 Page 20

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHILE continued...
118515		A and Design	10/23/2002	586263	11/3/2003	677690	REGISTERED	24
	24 - SHEETS, PILLOW CASES, SHAMS, DUST RUFFLES, DUVET COVERS, BLANKETS, COMFORTERS, QUILTS, BATH TOWELS, BEACH TOWELS, WASH CLOTHS OF TEXTILE MATERIALS, BODY SHEETS AND BATH RUGS
118499		A and Design	10/23/2002	586266	1/17/2003	654955	REGISTERED	9
	9 - EYEGLASS FRAMES, SUN GLASS FRAMES, SUNGLASSES, NON-PRESCRIPTION MAGNIFYING EYEGLASSES, EYEGLASS AND SUN GLASS CASES, EYEGLASS AND SUN GLASS CHAINS AND ROPES, PARTS FOR EYEGLASSES AND SUNGLASSES, CLIP-ON SUN GLASSES, SPECTACLES, VISORS
118512		A and Design	10/23/2002	586265	1/17/2003	654928	REGISTERED	14
	14 - JEWELRY AND ORDERED JEWELS; HOROLOGICAL AND CHRONOMETRIC INSTRUMENTS, PARTS AND ACCESSORIES FOR THEM, NAMELY, WATCHES, BELTS FOR WATCHES, WATCH BANDS, WATCH STRAPS, WATCH CHAINS, WATCH CASES
118510		A and Design	10/23/2002	586267	1/22/2003	655604	REGISTERED	3
	3 - FACE CREAM, BODY CREAM, BODY LOTION, BODY CLEANSER, BODY EXFOLIATING PREPARATION, HAIR SHAMPOO, HAIR CONDITIONER, EAU DE TOILETTE, PERFUME, FRAGRANCED BODY LOTION, FRAGRANCED BODY CREAM, SKIN CLEANSING LOTION, SKIN CLEANSING GEL, SHAVING FOAM, PRE-SHAVING PREPARATIONS, AFTER SHAVE LOTIONS AND GELS, AFTER SHAVE BALM, ANTIPERSPIRANT/DEODORANT, NON-MEDICATED ANTI-WRINKLE CREAM, NON-MEDICATED SKIN RENEWAL CREAM, EYE CREAM, BODY OIL, NON-MEDICATED LIP BALM, SKIN BALANCING LOTION, FACIAL SKIN OIL CONTROLLER, SKIN FIRMING PREPARATION, NON-MEDICATED SKIN BLEMISH PREPARATIONS, FACIAL TONER, BODY TONER, FACIAL CLEANER, FACIAL EXFOLIATING PREPARATION, BODY AND HAIR SHAMPOO AND CONDITIONER-IN-ONE, EYE MAKEUP REMOVER, FACIAL MAKEUP REMOVER, FACE MASQUE, BODY MASQUE, SKIN REFRESHING LOTION, SKIN REFRESHING CREAM AND GEL, HAIR SPRAY, HAIR MOUSSE, HAIR GEL, HAIR HUMECTANT, NON-MEDICATED HAIR REVITALIZING TREATMENT, BODY SUNSCREEN, FACIAL SUNSCREEN, NON-MEDICATED LIP SUN CARE PREPARATION, HAIR SUNSCREEN, SELF-TANNING PREPARATION IN THE FORM OF TANNING GELS, TANNING LOTIONS AND CREAMS, AFTER SUNBATHING SOFTENING AND MOISTENING LOTIONS, AFTER SUN SOOTHING MOISTURIZING LOTIONS, AFTER SUN SOOTHING MOISTURIZING CREAMS AND GELS, FOUNDATION MAKEUP, LIPSTICK, LIP GLOSS, EYELINER, EYE SHADOW, MASCARA, SKIN-TONE CORRECTOR, NAMELY MAKEUP, CREAMS AND LOTIONS FOR ENSURING CONSISTENCY IN SKIN TONES, FACE POWDER, BODY POWDER, BRONZER, NAMELY CREAMS, LOTIONS AND GELS FOR GIVING SKIN A BRONZE COLOR FOR USE IN SELF-TANNING, CONCEALER FOR FACE AND BODY, EYEBROW PENCILS, COSMETIC PENCILS, BLUSHER, NAIL ENAMEL, NAIL ENAMEL TOP COAT, NAIL ENAMEL BASE COAT, QUICK DRY TOP COAT FOR NAILS, NAIL CONDITIONERS, NAIL STRENGTHENERS, NAIL POLISH REMOVER, RIDGE FILLER FOR NAILS, NAMELY A CREAM USED IN NAIL CARE FOR ENSURING A SMOOTH SURFACE FOR NAILS, CUTICLE MOISTURIZING CREAM, CUTICLE REMOVING PREPARATIONS, NAIL WHITENER, NAMELY NON-MEDICATED WHITENING CREAM, BATH POWDER, BATH OIL, FACIAL AND BODY OIL SPRAY, SKIN SOAP, POTPOURRI, MASSAGE OILS, ESSENTIAL OILS FOR PERSONAL USE.
118503		A LINE AMERICAN STYLE and Design	10/23/2002	586260	11/9/2004	708107	REGISTERED	9
	9 - EYEGLASS FRAMES, SUN GLASS FRAMES, SUNGLASSES, NON-PRESCRIPTION MAGNIFYING EYEGLASSES, EYEGLASS AND SUN GLASS CASES, EYEGLASS AND SUN GLASS CHAINS AND CORDS, PARTS FOR EYEGLASSES AND SUNGLASSES, CLIP-ON SUN GLASSES, SPECTACLES, EYE SHADES
T30276CL01		AK ANNE KLEIN	9/20/2007	789115	11/26/2008	934904	REGISTERED	9
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276CL05		AK ANNE KLEIN	9/20/2007	789118	11/26/2008	834944	REGISTERED	25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276CL07		AK ANNE KLEIN	9/20/2007	789117	11/26/2008	834937	REGISTERED	18
	18 - Handbags, cosmetic cases sold empty, wallets
T30276CL08		AK ANNE KLEIN	9/20/2007	789116	11/26/2008	834930	REGISTERED	14
	14 - Watches and Jewelry
T30276CL09		AK ANNE KLEIN	9/20/2007	789114	11/26/2008	834905	REGISTERED	03
	03 - Fragrances and Cosmetics
118323		ALBERT NIPON	4/18/1983	15524	9/28/1983	679131	REGISTERED	3
	3 - All goods in Class 3.
118727		ANNE KLEIN & Lion Head Design	5/23/1991	177233	9/2/1991	611492	REGISTERED	14
	14 - Jewels, clocks, and all other products comprised in this class.
118717		ANNE KLEIN & Lion Head Design	7/6/1990	156427	11/20/1990	586519	REGISTERED	25
	25 - ALL PRODUCTS COMPRISED IN CLASS 25

Owner Trademark Report by Mark Printed: 5/7/2009 Page 21

RE	FERENCE	MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHILE continued...
118886		ANNE KLEIN II	8/10/1993	248884	3/31/1994	705687	REGISTERED		25
	25 - All goods comprised in Class 25.
T30276CL00		ANNE KLEIN NEW YORK	9/20/2007	789119	11/26/2008	834909	REGISTERED		3
	3 - Fragrances and Cosmetics
T30276CL02		ANNE KLEIN NEW YORK	9/20/2007	798120	11/26/2008	834942	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276CL03		ANNE KLEIN NEW YORK	9/20/2007	789121	11/26/2008	834941	REGISTERED		14
	14 - Watches and Jewelry
T30276CL04		ANNE KLEIN NEW YORK	9/20/2007	789123	12/4/2008	835584	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276CL 10		ANNE KLEIN NEW YORK		789122	11/26/2008	834940	REGISTERED		18
	18 - Handbags, cosmetic cases sold empty, wallets
39		EVAN-PICONE	7/1/1981	178,869	11/5/1981	377354	REGISTERED		25
	25 - Clothing, footwear, headgear.
40		EVAN-PICONE	10/18/1991	190,285	4/13/1992	385.579	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
42		EVAN-PICONE	7/26/1990	157,676	12/21/1990	362,975	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30103CL00		JAMIE SCOTT	11/2/1994	25996	9/29/1999	549068	REGISTERED		25
	25 - All products in Class 25
942		JONES NEW YORK	12/15/2000	511737	1/8/2002	616013	REGISTERED		25
	25 -
T00103CL01		JONES NEW YORK	12/15/2000	511736	8/8/2001	601343	REGISTERED		18
	18 – handbags and small leather goods
T00103CL02		JONES NEW YORK	1/17/2006	717331	8/23/2006	765589	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
43		JONES WEAR	9/21/1994	286,198	7/5/1996	764965	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00118CL01		JONES WEAR		678448	4/24/1995	723540	REGISTERED		014
	014 - Jewelry
T30164CL00		L. E. I. LIFE ENERGY INTELLIGENCE and Design			9/10/1999	547764	REGISTERED		25
	25 - apparel footwear and headgear
T30162CL00		L.E.I.	7/10/1999	453695	5/1/2003	780476	REGISTERED		25
	25 - apparel footwear and headgear
T30154CL00		L.E.I. and Design	7/19/1999	453697	5/1/2003	453697	REGISTERED		25
	25 - apparel footwear and headgear
T30157CL00		LIFE ENERGY INTELLIGENCE		559030	1/20/2000	559030	REGISTERED		25
	25 - apparel footwear and headgear
T30005CL01		NAPIER		N/A	6/20/2001	597.932	REGISTERED		14
	14 - All goods in international Class 14.

2

Owner Trademark Report by Mark Printed: 5/7/2009 Page 22

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHILE continued...
T30005CL03		NAPIER	4/14/2004	698,736	7/22/2004	698,736	REGISTERED		30
	30 - Local
T30094CL00		NORTON MCNAUGHTON	7/12/1994	279433	4/12/1995	723014	REGISTERED		25
	25 - Women’s sportswear namely, sweaters, blouses, jackets, pants, skirts, vests and shorts.
CHINA
118952		A (underscored) LINE ANNE	3/23/1992	92012895	3/10/1993	633411	REGISTERED		25
	25 - Clothing, footwear, headgear.
118959		A (underscored) LINE ANNE	3/23/1992	92012894	3/10/1993	633410	REGISTERED		25
	25 - Clothing, footwear, headgear.
247116		AK ANNE KLEIN	6/9/2005	4709548	2/28/2009	4709548	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coinlkey purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
247118		AK ANNE KLEIN	6/9/2005	4709547	1/28/2009	4709547	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services
157126		AK ANNE KLEIN	5/9/2004	4054728	1/14/2007	4054728	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, table clocks and parts therefor
247117		AK ANNE KLEIN	6/8/2005	4707374	1/21/2009	4707374	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
118477		AK ANNE KLEIN LOGO	11/8/2002	3363267	4/14/2006	3363267	REGISTERED		25
	25 - CLOTHING, FOOTWEAR, HEADGEAR, BABIES PANTS, SWIMMING SUITS, RAINCOATS, CLOTHING FOR OPERAS, SOCCER SHOES, SOCKS, GLOVES, NECKTIES, BELTS (CLOTHING), CHASUBLES
T30472CN00		AK ANNE KLEIN SPORT (and Design)	9/12/2003	3714049	10/7/2008	3714049	REGISTERED		25
	25 - Clothing, footwear headgear
157125		ANNE KLEIN	4/14/2004	4016788	9/14/2006	4016788	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, table clocks and parts therefor
118566		ANNE KLEIN & Lion Head Design	9/12/1979	7910874	5/14/1982	157540	REGISTERED		25
	25 - Articles of clothing.
118864		ANNE KLEIN II (stylized)	7/24/1990	90029912	8/10/1991	561342	REGISTERED		25
	25 - Clothing, coats, suits, jackets, pants, shirts, dresses, blouses, sweaters, belts, gloves, scarves, hosiery, footwear, headgear and hats.
118519		ANNE KLEIN NEW YORK Logo	11/8/2002	3363268	3/28/2008	3363268	REGISTERED		25
	25 - CLOTHING, FOOTWEAR, HEADGEAR, BABIES PANTS, SWIMMING SUITS, RAINCOATS, CLOTHING FOR OPERAS, SOCCER SHOES, SOCKS, GLOVES, NECKTIES, BELTS (CLOTHING), CHASUBLES
566		CODE BLEU		N/A	11/28/1996	905278	REGISTERED		25
	25 - Men’s, women’s and children’s jeans, shorts, jackets, skirts, vest shirts, and other clothing, garters, sock suspenders, braces, bands, belts, footwear, special sporting and gymnastic footwear, polo shirts, jogging suits, coats, warm-up suits, hats, neckties, scarves, jumpsuits, sweaters, pajamas, nightshirts and robes, women’s and girls dresses, skirts blouses. jumpers, nightgowns, intimate apparel, panties, bras, petticoats, slips ,half-slips, camisoles, chemises, teddies, garter belts, garters, girdles, pantaloons, tap pants, tank tops, pantyhose, leotards, leggings, tights, men’s and boy’s underwear, briefs and boxer shorts,
T30108CN01		ERIKA COLLECTION	5/4/2006	3714093	5/4/2006	3714093	REGISTERED		25
	25 - footwear, headgear, socks and stockings, gloves, ties, belts, swimwear, raincoats

Owner Trademark Report by Mark Printed: 5/7/2009 Page 23

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued...
104		EVAN-PICONE	10/19/1990	90043284	10/30/1991	570247	REGISTERED		25
	25 - Clothing, footwear, headgear.
59		EVAN-PICONE	10/17/1990	90041985	10/10/1991	567984	REGISTERED		18
	18 - Luggage, Hand Bags, Purses, Attaché Cases, Briefcases, Camera Bags, Business and Credit Card Cases, Passport Cases, Wallets, Checkbook Covers, School Bags, Tote bags, Sport Tote Bags, Duffel Bags, Beach Bags, Travelling Trunks and Valises, Cosmetic Bags, Portfolios, Key Fobs, Key Cases.
T00066CN02		EVAN-PICONE	10/19/2001	2001194218	2/7/2003	1970051	REGISTERED		3
	3 - Perfume and cosmetics
T30242CN00		GLO JEANS	10/15/2004	4312189	2/6/2009	4312189	REGISTERED		025
	025 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sport coats, blazers, coats, vests, jackets, tOshirts, overalls, swimsuits, socks, sleepwear, robes, footwear, blouses, skirts, dresses, hosiery, tights, stockings, briefs, bras, and panties
T30200CN00		JEANSTAR	10/28/2004	4333543	8/7/2008	4333543	REGISTERED		025
	025 - Class 25 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, footwear, blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, briefs, bras
920		JONES	5/15/2000	1228348	12/7/1998	1228348	REGISTERED		25
	25 - Clothing, namely, stockings, hosiery and footwear, in International Class 25
T00103CN00		JONES NEW YORK	1/12/2004	3882637	11/21/2007	3882637	REGISTERED		18
	18 - Handbags and small leather goods
T00103CN01		JONES NEW YORK	12/31/2000	2020769	7/28/2006	2020769	REGISTERED		025
	025 - clothing, footwear, headgear, hosiery, socks, cloves, ties, baby clothing, swim wear, raincoat, gymnastic shoes, belts
T30181CN00		JONES NEW YORK SIGNATURE	12/17/2003	3848928	7/27/2008	3848928	REGISTERED		09
	09 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
T30181CN01		JONES NEW YORK SIGNATURE	12/17/2003	3848929	7/28/2008	3848929	REGISTERED		14
	14 - watches and jewelry
T30181CN02		JONES NEW YORK SIGNATURE	12/17/2003	3848910	1/28/2009	3848910	REGISTERED		18
	18 - Luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport cases; umbrellas
T30181CN03		JONES NEW YORK SIGNATURE	12/17/2003	3848911	1/28/2009	3848911	REGISTERED		25
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits
T30181CN04		JONES NEW YORK SIGNATURE	12/17/2003	3848927	5/21/2008	3848927	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30181CN05		JONES NEW YORK SIGNATURE	3/8/2004	3945709	1/28/2009	3945709	REGISTERED		25
	25 - footwear namely, shoes, boots, sandals, sneakers and slippers
T30044CN00		JUDITH JACK	9/29/2001	2001183700	12/7/2002	2010275	REGISTERED		14
	14 - Watches and Jewelry
T30044CN02		JUDITH JACK	9/29/2001	2001183701	1/14/2003	1992111	REGISTERED		25
	25 - Belts
T30044CN03		JUDITH JACK			11/28/2002	2001288	REGISTERED		18
	18 -
T30154CN00		L.E.I			4/28/2001	1560617	REGISTERED		18
	18 - HANDBAGS and LEATHER GOODS

Owner Trademark Report by Mark Printed: 5/7/2009 Page 24

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued...
T30162CN00		L.E.I.			7/17/2001	1597242	REGISTERED	25
	25 - apparel footwear and headgear
T30162CN01		L.E.I.	12/28/2002	3112145	3/28/2003	3112145	REGISTERED	14
	14 - Jewelry and watches
T30157CN00		L.E.I. LIFE ENERGY INTELLIGENCE and Design			9/28/2000	1450065	REGISTERED	25
	25 - apparel footwear and headgear
T30164CN02		L.EI. and Design			2/28/2001	1529593	REGISTERED	25
	25 - apparel footwear and headgear
T30157CN01		LIFE ENERGY INTELLIGENCE			1/5/2000	1501115	REGISTERED	25
	25 - apparel footwear and headgear
T30157CN02		LIFE ENERGY INTELLIGENCE			4/28/2001	1560616	REGISTERED	18
	18 - HANDBAGS and LEATHER GOODS
118808		Lion Head Design	2/2/1999	9900012175	7/27/2002	1815951	REGISTERED	18
	18 - Handbags, tote bags, billfolds (imitations of leather), wallets (imitations of leather), checkbook holders (imitations of leather), checkbook clutches, cosmetic cases, cosmetic pouches, credit card cases (imitations of leather), key cases, key fobs (imitations of leather), purses, coin purses, coinlkey purses, money belts, passport cases (imitations of leather), carry-all clutches and travel kits (sold empty).
T30085CN01		MAGGIE MCNAUGHTON	5/16/2002	3177285	10/7/2003	3177285	REGISTERED	25
	25 - Dresses, slacks, pants, tops, shirts, blouses, shorts, jeans, clothing, layettes [clothing], bathing suits, waterproof clothing, theatrical costume, gymnastic shoes, footwear, hats, hosiery, gloves [clothing], scarves, belts [clothing], sashes for wear.
T30189CN00		MISS ERIKA	9/12/2003	3714092	5/14/2006	3714092	REGISTERED	25
	25 - footwear, headgear, socks, stockings, gloves, ties, belts, swimwear, raincoats
T30025CN00		Napier (INITIAL CAP)	3/18/1994	94021336	11/28/1995	795472	REGISTERED	14
	14 - JEWELRY MADE OF PRECIOUS AND SEMI-PRECIOUS METAL.
T30094CN00		NORTON MCNAUGHTON	5/16/2002	3177284	10/7/2003	3177284	REGISTERED	25
	25 - Women’s sportswear namely, sweaters, blouses, jackets, pants, skirts, vests and shorts,clothing, layettes [clothing], bathing suits, waterproof clothing, theatrical costume, gymnastic shoes, footwear, hats, hosiery, gloves [clothing], scarves, belts [clothing], sashes for
T00168CN00		PICONE	1/13/2005	4461874	10/7/2008	4461874	REGISTERED	25
	25 - DRESSES, SKIRTS, COATS, SUITS, JACKETS, BLOUSES, SHIRTS, SWEATERS, VESTS, PANTS, BLAZERS, SHORTS, HATS, SCARVES, HOSIERY, SOCKS, LINGERIE, SLEEPWEAR, FOOTWEAR, T-SHIRTS and PULLOVERS
T00169CN00		PICONE SPORT	1/13/2005	4461873	10/7/2008	4461873	REGISTERED	025
	025 - DRESSES, SKIRTS, COATS, SUITS, JACKETS, BLOUSES, SHIRTS, SWEATERS, VESTS, PANTS, BLAZERS, SHORTS, HATS, SCARVES, HOSIERY, SOCKS, LINGERIE, SLEEPWEAR, FOOTWEAR, T-SHIRTS and PULLOVERS
T00170CN00		PICONE STUDIO	1/13/2005	4461872	10/7/2008	4461872	REGISTERED	025
	025 - DRESSES, SKIRTS, COATS, SUITS, JACKETS, BLOUSES, SHIRTS, SWEATERS, VESTS, PANTS, BLAZERS, SHORTS, HATS, SCARVES, HOSIERY, SOCKS, LINGERIE, SLEEPWEAR, FOOTWEAR, T-SHIRTS and PULLOVERS
T30164CN06		Slanted Bubble Design			1/7/2000	1501469	REGISTERED	25
	25 - apparel            footwear and headgear
COLOMBIA
247130		AK ANNE KLEIN	5/31/2005	552804	12/14/2005	307910	REGISTERED	25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings

Owner Trademark Report by Mark Printed: 5/7/2009 Page 25

REFERENCE	MARK	FILED	APPL#	REGDT	REG#		STATUS	CLASSES
COLOMBIA continued...
247129		AK ANNE KLEIN	5/31/2005	5 52800	1/27/2006	308771	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags; shoulder bags; evening bags; cosmetic bags (sold empty); cosmetic cases (sold empty); cosmetic pouches (sold empty); grooming kits (sold empty); leather shoulder belts; wallets; billfolds; credit card cases; business card cases; key cases; key fobs; passport cases; coin purses; coin/key purses; carry-all clutches; check book clutches; clutch purses; general purpose purses; pouches; book bags; belt bags; leather and textile shopping bags (sold empty); tote bags; saddle bags; roll bags; sling bags; travel bags; overnight bags; weekender bags; duffel bags; suit bags; garment bags for travel; gym bags; athletic bags; beach bags; tie cases; waist packs; fanny packs; backpacks; knapsacks; attaché cases; briefcases; briefcase type portfolios; leather envelopes for carrying personal papers; secretaries; satchels; suitcases; luggage; trunks; umbrellas; beach umbrellas; parasols; walking sticks.
247131		AK ANNE KLEIN	5/31/2005	552799	12/14/2005	307960	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services
T30354CO04		AK ANNE KLEIN	4/4/2007	07034292	10/22/2007	343352	REGISTERED		09
	09 - eyewear
T30354CO05		AK ANNE KLEIN	4/4/2007	07034294	10/22/2007	343353	REGISTERED		14
	14 - jewelry and watches
118716		ANNE KLEIN & Lion Head Design	6/1/2001	92.327.403	4/29/2004	300261	REGISTERED		25
	25 - Clothing, footwear, headgear
T30276CO00		ANNE KLEIN NEW YORK	4/4/2007	07034281	10/17/2007	343344	REGISTERED		03
	03 - cosmetics and fragrances
T30276CO01		ANNE KLEIN NEW YORK	4/4/2007	07034283	10/18/2007	343346	REGISTERED		9
	9 - eyewear
T30276CO02		ANNE KLEIN NEW YORK	4/4/2007	07034284	10/18/2007	343347	REGISTERED		14
	14 - jewelry and watches
T30276CO03		ANNE KLEIN NEW YORK	4/4/2007	07034286	10/18/2007	343348	REGISTERED		24
	24 -
T30276CO04		ANNE KLEIN NEW YORK	4/4/2007	07034282	10/18/2007	342245	REGISTERED		25
	25 -
T30276CO05		ANNE KLEIN NEW YORK	2/5/2008	08011119	8/15/2008	360823	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags; shoulder bags; evening bags; cosmetic bags (sold empty); cosmetic cases (sold empty); cosmetic pouches (sold empty); grooming kits (sold empty); leather shoulder belts; wallets; billfolds; credit card cases; business card cases; key cases; key fobs; passport cases; coin purses; coin/key purses; carry-all clutches; check book clutches; clutch purses; general purpose purses; pouches; book bags; belt bags; leather and textile shopping bags (sold empty); tote bags; saddle bags; roll bags; sling bags; travel bags; overnight bags; weekender bags; duffel bags; suit bags; garment bags for travel; gym bags; athletic bags; beach bags; tie cases; waist packs; fanny packs; backpacks; knapsacks; attache cases; briefcases; briefcase type portfolios; leather envelopes for carrying personal papers; secretaries; satchels; suitcases; luggage; trunks; umbrellas; beach umbrellas; parasols; walking sticks.
75		EVAN-PICONE		N/A	1/22/1985	107180	REGISTERED		25
	25 - Clothing, including boots, shoes, and slippers.
74		EVAN-PICONE	5/22/1990	322439	5/31/1994	166150	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
72		EVAN-PICONE	5/22/1990	322440	5/30/1994	166155	REGISTERED		9
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines and data processing equipment; fire-extinguishing apparatus.
73		EVAN-PICONE	4/22/1994	324235	2/28/1994	153501	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
T30124CO00		GLO	1/12/2005	05001804	1/13/2009	371816	REGISTERED		025
	025 - apparel, footwear, headgear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 26

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
COLOMBIA continued...
438		JONES NEW YORK	8/3/1994	n/a	11/29/1994	168385	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00103CO02		JONES NEW YORK	7/19/2004	04068716	1/25/2005	293103	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30157CO00		L.E.I. LIFE ENERGY INTELLIGENCE and Design			12/31/1999	224633	REGISTERED		25
	25 - apparel footwear and headgear
COSTA RICA
T30276CR05		AK ANNE KLEIN	6/7/2005	0004196	9/18/2006	162410	REGISTERED		25
	25 -
247134		AK ANNE KLEIN	6/7/2005	2005-0004195	8/23/2006	161 704	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services
247132		AK ANNE KLEIN	6/7/2005	20050004197	8/22/2006	161695	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
T30354CR03		AK ANNE KLEIN	10/20/2006	200610182	6/13/2008	178145	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30354CR04		AK ANNE KLEIN	10/20/2006	200610183	6/16/2008	176295	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30354CR05		AK ANNE KLEIN	10/20/2006	200610184	6/12/2008	176071	REGISTERED		14
	14 - jewelry and watches
118910		ANNE KLEIN II	6/3/1996	101756	1/21/1997	99007	REGISTERED		25
	25 - Articles of clothing, including coats, suits, jackets, pants, shirts, blouses, dresses, sweaters, belts (for clothing), skirts, culottes, vests, scarves, mufflers, shawls, gloves, pocket squares, camisoles, swimwear, hosiery (including stockings, pantyhose, knee-high and thigh-high stockings, cut-and-sewn specialty tights or stockings and socks), headgear (including hoods and knitted headwear) and footwear (including shoes, loafers, espadrilles, pumps, sling backs, thongs, clogs, sandals, boots and slippers).
T30276CR00		ANNE KLEIN NEW YORK	10/20/2006	0010185	2/4/2008	172986	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30276CR01		ANNE KLEIN NEW YORK	10/20/2006	0010186	2/4/2008	172985	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276CR02		ANNE KLEIN NEW YORK	10/20/2006	200610187	7/8/2008	176072	REGISTERED		14
	14 -
T30276CR03		ANNE KLEIN NEW YORK	10/20/2006	0000812	10/16/2007	170599	REGISTERED		18
	18 -
T30276CR04		ANNE KLEIN NEW YORK	10/20/2006	200610189	6/12/2008	176073	REGISTERED		25
	25 - Clothing, footwear, headgear
T30276CR06		ANNE KLEIN NEW YORK	2/13/2007	2007812	10/16/2007	2007812	REGISTERED		18
	18 -

Owner Trademark Report by Mark Printed: 5/7/2009 Page 27

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
COSTA RICA continued...
T30276CR07		ANNE KLEIN NEW YORK	10/31/2006	10188	2/6/2009	186327	REGISTERED		24
	24 - fabrics
86		EVAN-PICONE		N/A	8/29/1991	76883	REGISTERED		18
	18 - Luggage, handbags, purses, attache.cases, briefcases, camera bags, business and credit card cases, passport cases, wallets, checkbook covers, schoolbags, tote bags, sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags (sold empty), portfolios, key fobs and key cases.
84		EVAN-PICONE	2/22/1982	025946	7/15/1982	61037	REGISTERED		25
	25 - Clothing for women and misses, namely skirts, suits, slacks, shorts, blouses, dresses, coats, sweaters, scarves, vests, jackets, camisoles, knickers, culottes, hosiery, footwear, robes and nightgowns; tailored clothing for men, namely suits, slacks, jackets, pants, shorts and sports coats; men’s’ sportswear, namely outer jackets, sweaters, shirts, casual slacks, jeans, shorts, knit pants and knit tops; and men’s dress shirts and neckwear and activewear for men and women, namely sweatshirts, jogging suits, running shorts, warm-up jackets, tennis shorts and shirts, racquetball outfits, crew shirts and baseball jackets.
439		JONES NEW YORK	10/13/1994	n/a	3/16/1995	90618	REGISTERED		25
	25 - Clothing, for Women’s, Junior Misses’ & Petites
T00103CR02		JONES NEW YORK	10/7/2004	0007409	3/14/2006	157122	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30154CR00		L.E.I			3/2/2000	118738	REGISTERED		25
	25 - Apparel footwear and headgear
T30154CR02		L.E.I and Design			3/2/2000	118721	REGISTERED		25
	25 - Apparel footwear and headgear
T30154CR01		L.E.I LIFE ENERGY INTELLIGENCE and Design			4/7/2000	119564	REGISTERED		25
	25 - Apparel footwear and headgear
T30157CR00		LIFE ENERGY INTELLIGENCE			10/12/2000	122489	REGISTERED		25
	25 - Apparel footwear and headgear
CURACAO
T30276NT01		AK ANNE KLEIN	1/15/2007	D700018	3/6/2007	12680	REGISTERED		3,9,14 18,25
	3 -
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 -
T30276NT00		ANNE KLEIN NEW YORK	1/15/2007	D700019	3/6/2007	12681	REGISTERED		3,9,14 18,25
	3 -
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 -
T00103NT00		JONES NEW YORK	7/29/2004	D-400305	8/5/2004	10709	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30044NT00		JUDITH JACK	10/5/2001	D-3844	10/5/2001	03195	REGISTERED		14,18,25
	14 - Jewelry and watches
	18 - Handbags
	25 - Belts
CZECH REPUBLIC

Owner Trademark Report by Mark Printed: 5/7/2009 Page 28

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CZECH REPUBLIC continued...
118760		ANNE KLEIN	1/20/1994	94/85949	4/29/1996	189556	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts, gloves, scarves, muffs, shawls, woolen scarves, swim suits, hosiery, stockings, panty hoses, ties, socks, footwear and headgear.
89		EVAN-PICONE	10/24/1981	None	10/24/1981	165195	REGISTERED		25
	25 - Skirts, suits, slacks, shorts, blouses, dresses, coats for women and misses.
375		JONES NEW YORK	6/18/1997	05120997Ho	6/18/1997	217721	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
724		JONES NEW YORK	9/28/1997	147290	9/28/2001	232 687	REGISTERED		25
	25 -
T30154CZ01		L.E.I		061534	12/23/2003	259592	REGISTERED		25
	25 - Apparel footwear and headgear
T30154CZ02		l.e.i and Design		0145115	12/23/2003	259584	REGISTERED		25
	25 - Apparel footwear and headgear
T30154CZ03		l.e.i and Design	7/23/1999	145116	8/25/2004	264928	REGISTERED		25
	25 - Apparel footwear and headgear
T30154CZ00		L.E.I LIFE ENERGY INTELLIGENCE and Design	12/27/1999	na	12/27/1999	222046	REGISTERED		25
	25 - Apparel footwear and headgear
T30157CZ00		LIFE ENERGY INTELLIGENCE	5/23/2001	na	5/23/2001	233574	REGISTERED		25
	25 - Apparel footwear and headgear
T30157CZ01		LIFE ENERGY INTELLIGENCE	7/23/1999	na	7/23/1999	237065	REGISTERED		25
	25 - Apparel footwear and headgear
DENMARK
118319		ALBERT NIPON	9/23/1983	4576/83	9/14/1984	3333-1984	REGISTERED		25
	25 - All goods in Class 25, especially clothing.
118567		ANNE KLEIN	7/14/1976	3311/1976	3/25/1977	01158/1977	REGISTERED		3,25
	3 - all goods.
	25 - all goods.
118705		ANNE KLEIN & Lion Head Design	6/1/1990	4402/1990	7/26/1991	04498/1991	REGISTERED		25
	25 - All goods in Class 25.
80		E.P.S. EVAN PICONE SPORT (STYLIZED)	3/30/1990	2653/90	12/17/1993	VR 85921993	REGISTERED		25
	25 - Clothing, footwear, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 29

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
DENMARK continued...
81		EVAN-PICONE	8/5/1981	3243/81	1/29/1982	463-1982	REGISTERED		3,4,14 21
	3 - Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery, essential oils, cosmetics, hair lotions; dentifrices.
	Industrial oils and greases; lubricants; dust absorbing, wetting and binding compositions; fuels (including motor spirit) and illuminants; candles, wicks. Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	Household or kitchen utensils and containers (not of precious metal or coated therewith); combs and sponges; brushes (except paint brushes); brush-making materials; articles for cleaning purposes; steel wool; uncorked or semi-worked glass (except glass used in building); glassware, porcelain and earthenware not included in other classes.
	4 -
	14 -
	21 -
79		EVAN-PICONE	10/19/1990	8026/1990	9/20/1991	VR 06.185-1991	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
83		EVAN-PICONE	9/6/1968	3.366/68	2/28/1969	VR 617-1969	REGISTERED		25
	25 - Sportswear for women and girls, especially skirts, slacks, shorts and sweaters
78		EVAN-PICONE SPORT (STYLIZED)	1/30/1991	VA 00.742/91	4/23/1993	02.974-1993	REGISTERED		25
	25 - Sports clothes for women and young girls, especially skirts, slacks, shorts and sweaters
440		JONES NEW YORK	9/11/1990	n/a	8/16/1991	VR05161/91	REGISTERED		25
	25 - Clothing, for Women’s, Junior Misses’ & Petites
118568		Lion Head Design	7/14/1976	3310/1976	6/10/1977	2045/1977	REGISTERED		3,25
	3 - all goods.
	25 - all goods.
T30005DK01		RICHELIEU			3/2/1979	vr19979 00627	REGISTERED		14
	14 - Jewelry
DOMINICAN REPUBLIC
247135		AK ANNE KLEIN	7/7/2005	2005-43151	9/29/2005	150775	REGISTERED		18,25,35
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags; shoulder bags; evening bags; cosmetic bags (sold empty); cosmetic cases (sold empty); cosmetic pouches (sold empty); grooming kits (sold empty); leather shoulder belts; wallets; billfolds; credit card cases; business card cases; key cases; key fobs; passport cases; coin purses; coin/key purses; carry-all clutches; check book clutches; clutch purses; general purpose purses; pouches; book bags; belt bags; leather and textile shopping bags (sold empty); tote bags; saddle bags; roll bags; sling bags; travel bags; overnight bags; weekender bags; duffel bags; suit bags; garment bags for travel; gym bags; athletic bags; beach bags; tie cases; waist packs; fanny packs; backpacks; knapsacks; attache cases; briefcases; briefcase type portfolios; leather envelopes for carrying personal papers; secretaries; satchels; suitcases; luggage; trunks; umbrellas; beach umbrellas; parasols; walking sticks.
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings.
	35 - Advertising and publicity services; retail store services, online services.
T30354DO01		AK ANNE KLEIN	9/21/2007	37190	12/31/2007	164873	REGISTERED		3,9,14
	3 - Fragrances and Cosmetics
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 - Jewelry and Watches
T30276DO00		ANNE KLEIN NEW YORK	9/21/2007	37189	12/31/2007	164872	REGISTERED		25,3,14 9
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
	3 - Fragrances and Cosmetics
	14 - Jewelry and Watches
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 30

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
DOMINICAN REPUBLIC continued...
105		EVAN-PICONE	10/18/1994	40376	1/15/1995	76029	REGISTERED		44
	44 - All goods in local class 44, especially hosiery
371		JONES NEW YORK		N/A	9/15/1997	92456	REGISTERED		18
	18 - Umbrellas, parasols, and canes, not included in the cabinet-making line, trunks and suitcases, travelers’ supplies and the like;
370		JONES NEW YORK	9/15/1997	n/a	9/15/1997	92440	REGISTERED		25
	25 - All the articles included in this class, namely, “footwear of all kinds.
369		JONES NEW YORK	9/15/1997	n/a	9/15/1997	92437	REGISTERED		25
	25 - All goods in local class 44, especially hosiery All the articles included in this class, namely, “dresses, hats, feathers, artificial flowers, embroidery, braids, buttons, ribbons, narrow lace edgings and other dressing ornaments in general; models, patterns and any other objects required for fashions; passementerie in general; button, glove, corset, needle and pin making, and mercery in general
T00103DO03		JONES NEW YORK	7/20/2004	58972	10/15/2004	144415	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30044DO00		JUDITH JACK	11/6/2001	001-114081-0	1/15/2002	133350	REGISTERED		14
	14 - Jewelry
T30044DO01		JUDITH JACK	11/6/2001	001-1114081	1/15/2002	133433	REGISTERED		18
	18 - Handbags
T30044DO02		JUDITH JACK	11/6/2001	2003-9969	1/15/2002	133427	REGISTERED		25
	25 - Belts
T30154DO00		L.E.I			10/15/1999	107455	REGISTERED		25
	25 - Apparel footwear and headgear
T30154DO02		L.E.I and Design			10/15/1999	107486	REGISTERED		25
	25 - Shoes
T30154DO01		L.E.I and Design			10/5/1999	108184	REGISTERED		25
	25 - Apparel footwear and headgear
T30154DO03		L.E.I LIFE ENERGY INTELLIGENCE and Design			4/30/1999	103685	REGISTERED		25
	25 - Apparel footwear and headgear
T30157DO00		LIFE ENERGY INTELLIGENCE			10/15/1999	107456	REGISTERED		25
	25 - Apparel footwear and headgear
T30157DO01		LIFE ENERGY INTELLIGENCE			10/15/1999	107488	REGISTERED		25
	25 - Shoes
ECUADOR
118983		A LINE ANNE KLEIN	5/26/1995	57172	11/15/1996	2928-96	REGISTERED		25
	25 - Clothing including jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, trousers, jeans, shorts, t-shirts, skirts, jumpsuits, sweaters, cardigans, hats, belts, headbands, lingerie, neckwear, overalls, gloves, scarves, hosiery, stockings (knee-high and thigh-high), pantyhose, tights, socks, leggings, swimwear; and footwear (including shoes, boots and slippers), except children’s’ footwear.
T30276EC01		AK ANNE KLEIN	3/6/2007	181352	1/15/2008	41408	REGISTERED		3
	3 -
T30276EC02		AK ANNE KLEIN	3/6/2007	181353	1/15/2008	41508	REGISTERED		9
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276EC03		AK ANNE KLEIN	3/6/2007	181354	1/15/2008	41308	REGISTERED		14
	14 -

Owner Trademark Report by Mark Printed: 5/7/2009 Page 31

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ECUADOR continued...
247138		AK ANNE KLEIN	6/6/2005	158043	8/28/2006	250606	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attaché cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
247139		AK ANNE KLEIN	6/6/2005	158045	8/28/2006	270706	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
118843		ANNE KLEIN	11/17/1993	42977-93	12/7/1994	4289-94	REGISTERED		25
	25 - Clothing, footwear and headgear.
118726		ANNE KLEIN & Lion Head Design	5/20/1991	25560/91	3/4/1992	428-92	REGISTERED		14
	14 - All goods in Class 14.
118907		ANNE KLEIN II	5/26/1995	57173-95	11/15/1996	2929-96	REGISTERED		25
	25 - Clothing, including coats, suits, jackets, pants, shirts, blouses, dresses, sweaters, belts, skirts, culottes, vests, scarves, mufflers, shawls, gloves, pocket squares, camisoles, swimwear, hosiery (including stockings, pantyhose, knee-high and thigh-high stockings, cut-and-sewn specialty tights or stockings and socks), headgear (including hoods and knitted headwear) and footwear (including shoes,
T30276EC00		ANNE KLEIN NEW YORK	3/6/2007	181355	1/15/2008	41608	REGISTERED		3
	3 -
T30276EC04		ANNE KLEIN NEW YORK	3/6/2007	181356	1/15/2008	41808	REGISTERED		9
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276EC05		ANNE KLEIN NEW YORK	3/6/2007	181357	1/15/2008	41708	REGISTERED		14
	14 -
T30276EC06		ANNE KLEIN NEW YORK	3/6/2007	181358	1/15/2008	41909	REGISTERED		25
	25 -
107		EVAN-PICONE	10/2/1996	33633	11/5/1991	2831	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
106		EVAN-PICONE	3/23/1987	7826	5/20/1988	1194-88	REGISTERED		25
	25 - Clothing, footwear, headgear.
318		JONES NEW YORK			2/26/1997	99-97	REGISTERED		25
	25 - Clothing, footwear, headgear.
376		JONES NEW YORK	6/12/1997	78968	6/10/1998	543798	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T00103EC04		JONES NEW YORK	8/3/2004	147218	11/30/2004	33342	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30154EC00		L.E.I			5/12/2000	256500	REGISTERED		25
	25 - Apparel footwear and headgear
T30154EC01		L.E.I and Design			5/12/2000	256600	REGISTERED		25
	25 - Apparel footwear and headgear
T30154EC02		L.E.I LIFE ENERGY INTELLIGENCE and Design			2/13/2001	1212101	REGISTERED		25
	25 - Apparel footwear and headgear
T30157EC00		LIFE ENERGY INTELLIGENCE			5/12/2000	256700dnpi	REGISTERED		25
	25 - Apparel footwear and headgear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 32

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ECUADOR continued...
T30007EC00		NAPIER (Stylized)	7/15/1991	057274	2/17/1995	670-95	REGISTERED		14
	14 - GOODS NOT LISTED.
EGYPT
118689		ANNE KLEIN	5/7/1984	64071	5/7/1984	64071	REGISTERED		3
	3 - Men’s and women’s fragrances, skin care, cosmetic, bath and related beauty care products.
118706		ANNE KLEIN & Lion Head Design	6/2/1990	77450	1/27/1992	77450	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts, gloves, knitted headwear, mufflers, swimwear, socks, scarves, shawls, and all other clothes kinds of clothes, and shoes, and all these goods being included in class 25 and not in other classes.
T30373EG01		ANNE KLEIN & Lion Head Design	6/2/1990	77450	6/2/1990	77450	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts, gloves, knitted headwear, mufflers, swimwear, socks, scarves, shawls, and all other clothing and shoes
118906		ANNE KLEIN II	5/22/1995	95790	1/10/2001	95790	REGISTERED		25
	25 - Clothing, including coats, suits, jackets, pants, shirts, blouses, dresses, sweaters, belts, skirts, culottes, vests, scarves, mufflers, shawls, gloves, pocket squares, camisoles, swimwear, hosiery (including stockings, pantyhose, knee-high and thigh-high stockings, cut-and-sewn specialty tights or stockings and socks), headgear (including hoods and knitted headwear) and footwear (including shoes,
108		EVAN-PICONE	8/15/1990	77892	8/15/1990	77892	REGISTERED		25
	25 - Clothing for women and misses, namely skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, sleepwear, footwear; clothing for men, namely, suits, slacks, jackets, pants, shirts, sweaters and neckwear
345		JONES NEW YORK	6/2/1997	107396	1/23/2002	107396	REGISTERED		25
	25 - Clothing, footwear, headgear.
346		JONES NEW YORK	6/2/1997	107395	1/18/2002	107395	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30162EG00		L.E.I.	6/24/2003	160310	6/12/2007	160310	REGISTERED		25
	25 - Apparel, namely, jeans, shirts, jackets, vests, pants, sweatpants; jumpsuits; shorts, skorts, overalls, shortalls, dresses, skirts. T-shirts, sweatpants, tops, buttons, lingerie, footwear, socks, belts, coats, jackets, hats. Swimwear, underwear, tank tops and pajamas.
T30154EG03		L.E.I. LIFE ENERGY INTELLIGENCE Design	1/27/1999	120861	7/1/2002	120861	REGISTERED		25
	25 - Apparel footwear and headgear
T30157EG00		LIFE ENERGY INTELLIGENCE	6/24/2003	160311	6/22/2007	160311	REGISTERED		25
	25 - Apparel, namely, jeans, shirts, jackets, vests, pants, sweatpants; jumpsuits; shorts, skorts, overalls, shortalls, dresses, skirts. T-shirts, sweatpants, tops, buttons, lingerie, footwear, socks, belts, coats, jackets, hats. Swimwear, underwear, tank tops and pajamas.
EL SALVADOR
247141		AK ANNE KLEIN	7/4/2005	2005050196	2/1/2006	228/56	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags; shoulder bags; evening bags; cosmetic bags (sold empty); cosmetic cases (sold empty); cosmetic pouches (sold empty); grooming kits (sold empty); leather shoulder belts; wallets; billfolds; credit card cases; business card cases; key cases; key fobs; passport cases; coin purses; coin/key purses; carry-all clutches; check book clutches; clutch purses; general purpose purses; pouches; book bags; belt bags; leather shopping bags; shopping bags; net bags for shopping; tote bags; saddle bags; roll bags; sling bags; travel bags; overnight bags; weekender bags; duffel bags; suit bags; garment bags for travel; gym bags; athletic bags; beach bags; tie cases; waist packs; fanny packs; backpacks; knapsacks; attaché cases; briefcases; briefcase type portfolios; leather envelopes for carrying personal papers; secretaries; satchels; suitcases; luggage; trunks; umbrellas; beach umbrellas; parasols; walking sticks.
247143		AK ANNE KLEIN	7/4/2005	2005050195	1/19/2006	213/55	REGISTERED		35
	35 - Advertising and publicity services; retail store services; online sales services; on-line advertising on a computer network.
247142		AK ANNE KLEIN	7/4/2005	2005050198	1/19/2006	217/55	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings.
319		JONES NEW YORK			1/13/1997	41 B.44	REGISTERED		25
	25 - Clothing, footwear, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 33

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EL SALVADOR continued...
T00103SV01		JONES NEW YORK	7/21/2004	E-41988-2004	4/22/2005	205-37	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30154SV00		L.E.I			8/7/2000	8book113p17-18	REGISTERED		25
	25 - Apparel footwear and headgear
T30154SV01		L.E.I			2/11/2002	139book150	REGISTERED		25
	25 - Apparel footwear and headgear
T30154SV02		L.E.I and Design		5737/1999	8/7/2000	16book113p33-4	REGISTERED		25
	25 - Apparel footwear and headgear
T30154SV03		L.E.I LIFE ENERGY INTELLIGENCE and Design			9/21/2001	125139p251-252	REGISTERED		25
	25 - Apparel footwear and headgear
T30157SV00		LIFE ENERGY INTELLIGENCE			5/17/2000	112104p225-26	REGISTERED		25
	25 - Apparel footwear and headgear
T30157SV01		LIFE ENERGY INTELLIGENCE			9/28/2001	193139p387-388	REGISTERED		25
	25 - Apparel footwear and headgear
T30007SV00		NAPIER (Stylized)	3/9/1993	895/93	6/6/1997	151	REGISTERED		14
	14 - JEWELRY MADE OF PRECIOUS AND SEMI-PRECIOUS MATERIALS.
ESTONIA
118766		ANNE KLEIN	3/11/1994	9400596	4/19/1996	19266	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30154EE00		L.E.I			2/22/2001	33407	REGISTERED		25
	25 - Apparel footwear and headgear
T30154EE01		L.E.I and Design			2/22/2001	33408	REGISTERED		25
	25 - Apparel footwear and headgear
T30154EE02		L.E.I LIFE ENERGY INTELLIGENCE and Design			8/24/2000	31949	REGISTERED		25
	25 - Apparel footwear and headgear
T30162EE00		L.E.I. Design			2/22/2001	33408	REGISTERED		25
	25 - Apparel footwear and headgear
T30157EE02		LIFE ENERGY INTELLIGENCE			2/22/2001	33406	REGISTERED		25
	25 - Apparel footwear and headgear
EUROPEAN UNION (CTM)
T30276EU01		AK ANNE KLEIN	10/23/2006	005408976	11/10/2007	005408976	REGISTERED		03,09,14
	03 - Fragrances and Cosmetics
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 34

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EUROPEAN UNION (CTM) continued...
247197		AK ANNE KLEIN	5/30/2005	4462371	9/15/2006	4462371	REGISTERED		18,25,35
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attaché cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
	35 - Advertising and publicity services also provided online; retail store services, online retail services both in relation to leather and imitations of leather and goods made of these materials, handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attaché cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks, umbrellas, beach umbrellas, parasols and walking sticks, clothing, footwear, headgear, belts, scarves, neckties, socks and stockings.
124181		ALBERT NIPON	4/11/2003	3129319	7/29/2004	3129319	REGISTERED		3,9,14
									18
	3 - Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery, essential oils, cosmetics, hair lotions; dentifrices.
	9 - Eyeglasses and sunglasses; eyeglass and sunglass frames; eye shades; eyeglass and sunglass cases; eyeglass and sunglass chains and chords; parts, accessories and fittings for eyeglasses and sunglasses; protective eye wear and eye wear for sports.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
118406		ALBERT NIPON	4/1/1996	128868	6/5/1998	128868	REGISTERED		25
	25 - Clothing, footwear, headgear and legwear; women’s men’s and children’s clothing, footwear, headgear and legwear
118788		ANNE KLEIN	4/1/1996	176255	11/25/1998	176255	REGISTERED		3,9,14
									18,24,25
	3 - Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery, essential oils, cosmetics, hair lotions; dentifrices; non-medicated toilet preparations (including the following: perfume, eau de perfume, cologne, toilet water, dusting powder, bath oil, bath salts, soap, oil, toner, mask, astringent, face lotion, skin lotion, cleansing lotion, creams, depilatories, hair coloring preparations, hair conditioners, hair shampoo, face powder, sun care products, bath salts, bath and shower gel, makeup items). Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland, France, Italy.
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus; eyeglass frames, sunglass frames, sunglasses, eyeglass and sunglass cases, eyeglass and sunglass chains and chords; parts, accessories and fittings for eyeglasses and sunglasses. Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland, France, Italy.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, and table clocks. Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland, France, Italy.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags, tote bags, cosmetic cases, cosmetic pouches, carry-all clutches, purses, wallets, money belts, billfolds, credit card cases, key cases, key fobs, travel kits (sold empty), luggage, trunks, suitcases. Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland, France, Italy.
	24 - Textiles and textile goods, not included in other classes; bed and table covers; wall hangings made of textile; fabrics; table linen, bed linen, bath linen; window curtains and draperies. Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland, France, Italy.
	25 - Clothing, footwear, and headgear for men, women, and children; coats, suits, jackets, blazers, vests, pants, shorts, shirts, dresses, skirts, blouses, sweaters, belts, gloves, ties, leggings, scarves, mufflers, shawls, stoles, swimwear, hosiery (including stockings, panty hose, knee-high and thigh-high stockings, cut-and-sewn specialty tights or stockings, and socks), shoes, sandals, boots, slippers, knitted headwear, hats, caps, and berets. Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland,

Owner Trademark Report by Mark Printed: 5/7/2009 Page 35

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EUROPEAN UNION (CTM) continued...
118483		ANNE KLEIN	2/22/2000	1520030	2/26/2002	1520030	REGISTERED		16,21,35,42
	16 - Paper, cardboard and goods made from these materials, not included in other classes; printed matter; bookbinding material; photographs; stationery; adhesives for stationery or household purposes; artists’ materials; paint brushes; typewriters and office requisites (except furniture); instructional and teaching material (except apparatus); plastic materials for packaging (not included in other classes); playing cards; printers’ type; printing blocks.
	21 - Household or kitchen utensils and containers (not of precious metal or coated therewith); combs and sponges; brushes (except paint brushes); brush-making materials; articles for cleaning purposes; steel wool; uncorked or semi-worked glass (except glass used in building); glassware, porcelain and earthenware not included in other classes.
	35 - Retail store services in the field of cosmetics, toiletries and fragrances, eyeglass frames, sun glass frames, sunglasses, and other optical products and accessories, jewelry, watches and clocks, paper patterns for sewing, stationery, fine writing instruments, and other desktop/stationery articles and accessories, bags and other personal accessories of leather and imitations of leather, porcelain, china, and crystal; linens for bed, bathroom, and table and clothing, footwear, and head wear; business management consultancy, including giving assistance and advise in the establishment of retail stores in the field of cosmetics, toiletries and fragrances, eyeglass frames, sun glass frames, sunglasses, and other optical products and accessories, jewelry, watches and clocks, paper patterns for sewing, stationery, fine writing instruments, and other desktop/stationery articles and accessories, bags and other personal accessories of leather and imitations of leather, porcelain, china, and crystal; linens for bed, bathroom, and table and clothing, footwear, and head wear; the bringing together, for the benefits of others, of a variety of goods including cosmetics, toiletries and fragrances, eyeglass frames, sun glass frames, sunglasses, and other optical products and accessories, jewelry, watches and clocks, paper patterns for sewing, stationery, fine writing instruments, and other desktop/stationery articles and accessories, bags and other personal accessories of leather and imitations of leather, porcelain, china, and crystal; linens for bed, bathroom, and table and clothing, footwear, and head wear; the bringing together, for the benefit of others, of a variety of goods including cosmetics, toiletries and fragrances, eyeglass frames, sun glass frames, sunglasses, and other optical products and accessories, jewelry, watches and clocks, paper patterns for sewing, stationery, fine writing instruments, and other desktop/stationery articles and accessories, bags and other personal accessories of leather and imitations of leather, porcelain, china, and crystal; linens for bed, bathroom, and table and clothing, footwear, and head wear-excluding the transport thereof-enabling consumers to conveniently view and purchase those goods.
	42 - Technical consultancy and advising in the establishment of retail stores in the field of cosmetics, toiletries and fragrances, eyeglass frames, sun glass frames, sunglasses, and other optical products and accessories, jewelry, watches and clocks, paper patterns for sewing, stationery, fine writing instruments, and other desktops/stationery articles and accessories, bags and other personal accessories of leather and imitations of leather, porcelain, china, and crystal; linens for bed, bathroom, and table and clothing, footwear, and head wear.
118457		ANNE KLEIN 2	7/17/2000	1761584	10/26/2001	1761584	REGISTERED		9,14,18 25
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus; including eyeglass frames, sunglass frames, sunglasses, non-prescription magnifying eyeglasses, eyeglass and sunglass cases, eyeglass and sunglass chains and cords, parts for eyeglasses and sunglasses, clip-on sunglasses, spectacles, eye shades, goggles, shooting glasses, binoculars.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry and costume jewelry, precious stones; horological and chronometric instruments, parts and accessories thereof, namely, watches, watch bands, watch straps, watch bracelets, watch chains, watch cases; wall clocks, table clocks, alarm clocks, clocks incorporating radios; chronometers, chronographs; decorative items for the home made of precious metal or coated therewith, namely, bowls, platters, serving trays, chargers, jugs, plates, mugs, vases, cache pots, ice buckets, canisters, cruets, pencil boxes, pencil cups, letter openers, desk trays, serving trays, decorative trays, candlesticks, candelabras, candle holders, candle rings, candle snuffers, candle trays, decorative boxes, jewelry boxes, jewelry cases, picture frames, decorative stands, decorative pedestals, cigarette cases, cigarette boxes, cigarette holders, cigarette lighters, ashtrays, nutcrackers, coffee pots, coffee services, tea pots, tea services, tea balls, tea infusers, serviette rings, napkin rings -all made of precious metal or coated therewith; works of art made of precious metal or coated therewith, namely busts, figurines, statues,
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), holders for grooming articles made of leather, nylon or other materials as far as included in this class, leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, ladies’ purses without handles, ladies’ purses especially designed for checkbooks, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attaché cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, organizers, satchels, suitcases, luggage, trunks, umbrellas, beach umbrellas.
	25 - Clothing, footwear, headgear; including coats, fur coats, overcoats, trench coats, raincoats, anoraks, parkas, blazers, jackets, cardigans, boleros, sport coats, wind resistant jackets, fur stoles, suits, vests, dresses, caftans, evening gowns, jumpers, skirts, pants, slacks, trousers, jeans, dungarees, jumpsuits, overalls, coveralls, flight suits, jogging suits, sweat pants, shorts, skorts, culottes, sweaters, pullovers, jerseys, shirts, formal shirts, blouses, tunics, sweatshirts, t-shirts, halter tops, tank tops, bodysuits, unitards, camisoles, chemises, undershirts, slips, bustiers, garter belts, briefs, boxer shorts, bloomers, underpants, panties, thermal underwear, lingerie, nightgowns, night shirts, negligees, robes, pajamas, aprons, hosiery, pantyhose, tights, knee high stockings, leg warmers, leggings, socks, neckties, bow ties, ascots, pocket squares, handkerchiefs, scarves, shawls, neckerchiefs, gloves, mittens, belts, sashes, cummerbunds, swimwear, bathing suits, beach robes, beachwear, sarongs, ski suits, ski bibs, ski pants, ski gloves, thermal socks, golf shirts, golf pants, golf shorts, tennis shirts, tennis pants, tennis shorts, hats, caps, berets, shoes, boots, slippers, sandals, espadrilles, sneakers.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 36

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EUROPEAN UNION (CTM) continued...
T30276EU0O		ANNE KLEIN NEW YORK	9/20/2006	5325642	8/30/2007	5325642	REGISTERED		3,9,1418,25,35
	3 - Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery, essential oils, cosmetics, hair lotions; dentifrices; non-medicated toilet preparations (including the following: perfume, eau de perfume, cologne, toilet water, dusting powder, bath oil, bath salts, soap, oil, toner, mask, astringent, face lotion, skin lotion, cleansing lotion, creams, depilatories, hair coloring preparations, hair conditioners, hair shampoo, face powder, sun care products, bath salts, bath and shower gel, makeup items). Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland, France, Italy.
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus; eyeglass frames, sunglass frames, sunglasses, eyeglass and sunglass cases, eyeglass and sunglass chains and chords; parts, accessories and fittings for eyeglasses and sunglasses. Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland, France, Italy.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches, clocks, and table clocks. Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland, France, Italy.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags, tote bags, cosmetic cases, cosmetic pouches, carry-all clutches, purses, wallets, money belts, billfolds, credit card cases, key cases, key fobs, travel kits (sold empty), luggage, trunks, suitcases. Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland, France, Italy.
	25 - Clothing, footwear, and headgear for men, women, and children; coats, suits, jackets, blazers, vests, pants, shorts, shirts, dresses, skirts, blouses, sweaters, belts, gloves, ties, leggings, scarves, mufflers, shawls, stoles, swimwear, hosiery (including stockings, panty hose, knee-high and thigh-high stockings, cut-and-sewn specialty tights or stockings, and socks), shoes, sandals, boots, slippers, knitted headwear, hats, caps, and berets. Seniority claimed (examination of claims pending): Austria, Benelux, Germany, Denmark, Finland,
	35 - Retail Store Services
T30107EU00		ERIKA	10/29/2003	3465549	4/19/2005	3465549	REGISTERED		35,25
	35 - retail store services
	25 - Clothing
405		EVAN-PICONE	4/1/1996	76489	4/1/1996	76489	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, footwear, headgear.
	18 -
	25 -
406		EVAN-PICONE SPORT	4/1/1996	76414	4/1/1996	76414	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, footwear, headgear.
	18 -
	25 -
T30200EU00		JEANSTAR	11/9/2004	4114401	1/24/2006	4114401	REGISTERED		025
	025 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, footwear, blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, briefs, bras and
662		JNY	4/1/1996	76513	10/7/1998	76513	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, footwear, headgear.
	18 -
	25 -

Owner Trademark Report by Mark Printed: 5/7/2009 Page 37

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EUROPEAN UNION (CTM) continued...
403		JONES NEW YORK	4/1/1996	76547	4/4/1996	76547	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, footwear, headgear.
	18 -
	25 -
T00103EU01		JONES NEW YORK	10/29/2003	3465556	2/8/2005	3465556	REGISTERED		9,35
	9 - eyewear
	35 - retail store services
490		JONES NEW YORK SPORT	4/1/1996	64956	2/2/1998	64956	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, footwear, headgear.
	18 -
	25 -
491		JONES WEAR	4/1/1996	64923	2/27/1998	64923	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins,hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, footwear, headgear.
	18 -
	25 -
T30044EU00		JUDITH JACK	10/31/2003	003512639	5/13/2005	003512639	REGISTERED		14,18,25 35
	14 - ALL GOODS IN THE CLASS
	18 - ALL GOODS IN THE CLASS
	25 - ALL GOODS IN THE CLASS
	35 - ALL GOODS IN THE CLASS

Owner Trademark Report by Mark Printed: 5/7/2009 Page 38

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EUROPEAN UNION (CTM) continued...
118445		KASPER	10/19/2001	2417798	7/19/2004	2417798	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; jewelry made of precious metals or coated therewith, namely ankle bracelets, identification bracelets, bracelets, belt buckles, brooches, chains, charms, ear clips, cufflinks, earrings, hat ornaments, money clips, necklaces, ornamental pins, pendants, rings, tie clips, tie pins, tie tacks, wedding bands — all made of precious metal or coated therewith; costume jewelry; watches, parts and accessories thereof, namely wrist watches, stop watches, watch fobs, pocket watches; watch bands, watch straps, watch bracelets, watch chains, watch cases, watch movements; clocks, namely wall clocks, table clocks, alarm clocks;
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; parasols and walking sticks; whips, harness and saddlery; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), leather shoulder belts, grooming kits (sold empty), wallets, billfolds, credit card cases, business card cases, key cases, passport cases, coin purses, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attaché cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, satchels, suitcases, luggage, trunks; umbrellas; beach umbrellas;
	25 - Clothing, namely coats, overcoats, trench coats, fur coats, capes, raincoat, ponchos, anoraks, parkas, blazers, jackets, cardigans, boleros, sport coats, wind resistant jackets, fur stoles, suits, vests, dresses, caftans, evening gowns, cocktail dresses, jumpers, skirts, evening skirts and tops, pants, slacks, trousers, jeans, dungarees, jumpsuits, overalls, coveralls, flight suits, jogging suits, sweat pants, shorts, skorts, rompers, culottes, sweaters, pullovers, jerseys, shirts, formal shirts, blouses, tunics, sweatshirts, T-shirts, halter tops, tank tops, bodysuits, unitards, camisoles, chemises, undershirts, slips, bustiers, garter belts, briefs, boxer shorts, bloomers, underpants, panties, thermal underwear, lingerie, nightgowns, night shirts, negligees, robes, pajamas, aprons, hosiery, pantyhose, tights, knee high stockings, leg warmers, leggings, socks, neckties, bow ties, ascots, pocket squares, handkerchiefs, scarves, shawls, neckerchiefs, gloves, mittens, belts, sashes, cummerbunds, swimwear, bathing suits, beach robes, beachwear, sarongs, ski apparel, ski suits, ski bibs, ski pants, ski gloves, thermal socks, golf apparel, golf shirts, golf pants, golf shorts, golf gloves, tennis apparel, tennis shirts, tennis pants, tennis shorts, tennis gloves, infant wear, creepers, snow suits, bibs, booties, pinafores, playsuits; headwear, namely hats, caps, berets, earmuffs, hoods, head bands; footwear, namely shoes, sandals, boots, high boots, hiking boots, slippers, galoshes, sneakers, athletic footwear, golf shoes, tennis shoes.
T30154EU01		L.E.I LIFE ENERGY INTELLIGENCE and Design	1/22/1999	1056340	1/22/1999	1056340	REGISTERED		25
	25 - Apparel footwear and headgear
T30162EU00		L.E.I.	7/8/1999	1234244	7/8/1999	1234244	REGISTERED		25
	25 - Clothing, footwear, headgear
T30162EU01		L.E.I.	10/29/2003	3465671	4/19/2005	3465671	REGISTERED		35,14,18
	35 - retail store services
	14 - jewelry
	18 - handbags and small leather goods
T30154EU00		L.E.I. and Design	7/8/1999	1234236	7/8/1999	1234236	REGISTERED		25
	25 - Apparel footwear and headgear
T30157EU00		LIFE ENERGY INTELLIGENCE	7/8/1999	1234749	7/8/1999	1234749	REGISTERED		25
	25 - Apparel footwear and headgear
118458		Lion Head Design	3/10/2000	1551084	11/8/2001	1551084	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; including watches, clocks, table clocks; parts and accessories for the aforementioned goods. Seniority claims to be made after grant of registration: Benelux, Denmark, Finland, France, Germany, Italy, United Kingdom.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; including hand bags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), grooming kits (sold empty), travel kits (sold empty), leather shoulder belts, money belts, wallets, billfolds, credit card cases, business card cases, passport cases, key cases, key fobs, checkbook holders, coin purses, clutch purses, general purpose purses, pouches, belt bags, tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, duffel bags, suit bags, garment bags for travel, gym bags, tie cases, backpacks, attaches, satchels, suitcases, luggage, trunks; umbrellas. Seniority claims to be made after grant of registration: Benelux, Denmark, Finland, France, Germany, Italy, United Kingdom.
	25 - Clothing, footwear, headgear; including clothing, footwear, and headgear for men, women and children, namely coats, shirts, jackets, blazers, vests, pants, shorts, shirts, dresses, skirts, blouses, sweaters, belts, gloves, ties, leggings, scarves, mufflers, shawls, stoles, swimwear, hosiery (including stocking, pantyhose, knee-high and thigh-high stockings, cut-and-sewn specialty tights or stockings, and socks), shoes, sandals, boots, slippers, athletic footwear, knitted headwear, hats, caps, berets. Seniority claims to be made after grant of registration: Benelux, Denmark, Finland, France, Germany, Italy, United Kingdom.
T30005EU00		NAPIER	10/31/2003	003512605	5/13/2005	003512605	REGISTERED		14
	14 - ALL GOODS IN THE CLASS.- PRECIOUS METALS AND THEIR ALLOYS AND GOODS IN PRECIOUS METALS OR COATED THEREWITH, NOT INCLUDED IN OTHER CLASSES; JEWELRY, PRECIOUS STONES; HOROLOGICAL AND CHRONOMETRIC INSTRUMENTS.
T30094EU00		NORTON MCNAUGHTON	11/28/1996	000409383	10/28/1998	000409383	REGISTERED		25
	25 - clothing

Owner Trademark Report by Mark							Printed: 5/7/2009	Page 39
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EUROPEAN UNION (CTM) continued...
T30094EU01 NORTON MCNAUGHTON			10/29/2003	3465441	4/19/2005	3465441	REGISTERED		35,14,18
	35 - retail store services
	14 - jewelry
	18 - handbags and small leather goods
FEDERATION OF RUSSIA
245347		AK ANNE KLEIN	4/21/2005	2005709307	6/5/2006	307951	REGISTERED		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	35 - Advertising; business management; business administration; office functions; bringing together for the benefit of others a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase the goods; procurement services for others [purchasing goods and services for other businesses]
248073		ALBERT NIPON	7/5/2005	2005716227	12/25/2006	318793	REGISTERED		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	35 - Advertising; business management; business administration; office functions; bringing together for the benefit of others a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase the goods; procurement services for others [purchasing goods and services for other businesses].
254584		ANNE KLEIN	3/22/2006	2006706736	4/26/2007	325238	REGISTERED		9,14,18
									25,35
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	35 - Advertising; business management; business administration; office functions; retail store services
207567		ANNE KLEIN NEW YORK	7/21/2004	2004716239	2/14/2006	301193	REGISTERED		25
	25 - Clothing, headgear
248086		ANNE KLEIN NEW YORK	7/5/2005	2005716228	3/29/2007	322815	REGISTERED		18,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	35 - Advertising; business management; business administration; office functions; bringing together for the benefit of others a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase the goods; procurement services for others [purchasing goods and services for other businesses].
574		CODE BLEU	11/18/1994	n/a	11/18/1994	137421	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30107RU00		ERIKA	7/4/2005	2005716205	5/23/2007	326851	REGISTERED		25
	25 - footwear
239		EVAN-PICONE	1/30/1991	130986	1/30/1991	98611	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whipsi harness and saddlery.
	Clothing, footwear, headgear.
	25 - Clothing for Men and Women
T30124RU00		GLO	7/11/2005	2005716871	11/13/2006	316470	REGISTERED		18,25,35
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - pants, skirts, dresses, jackets, coats, blouses, shirts, hosiery, belts and footwear
	35 - retail store services

Owner Trademark Report by Mark							Printed: 5/7/2009	Page 40
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
FEDERATlON OF RUSSIA continued...
T30242RU0O		GLO JEANS	7/11/2005	2005716876	4/4/2007	323839	REGISTERED		18,25
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - pants, skirts, dresses, jackets, coats, blouses, shirts, hosiery, belts and footwear
T30200RU0O		JEANSTAR	7/5/2005	2005716206	3/5/2007	322087	REGISTERED		18,25
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - pants, skirts, dresses, jackets, coats, blouses, shirts, hosiery, belts and footwear
328		JONES NEW YORK	6/13/1997	97708581	6/13/1997	196341	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags,; umbrellas, parasols and walking sticks; whips, harness and saddlery
	25 - Clothing for women and misses, namely skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, footwear; tailored clothing for men namely suits, slacks jackets, pants, sports coats and neckwear, in International Class 25
T00103RU01		JONES NEW YORK	4/12/2007	2007710522		366451	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists); non-prescription sunglasses; non-prescription reading glasses.
T30044RU0O		JUDITH JACK	7/5/2005	2005716350	7/19/2006	310743	REGISTERED		14,35
	14 - jewelry, watches
	35 - retail store services
248084		KASPER	7/5/2005	2005716225	3/19/2007	322845	REGISTERED		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	35 - Advertising; business management; business administration; office functions; bringing together for the benefit of others a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase the goods; procurement services for others [purchasing goods and services for other businesses].
T30162RU00		L.E.I.	10/23/2000	na	10/23/2000	195749	REGISTERED		25
	25 - Apparel footwear and headgear
T30162RU01		L.E.I.	7/7/2005	2005716499	10/10/2006	314752	REGISTERED		18,35
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	35 - retail store services
T30155RU00		L.E.I. Design	9/14/2000	na	9/14/2000	19473	REGISTERED		25
	25 - Apparel footwear and headgear
T30154RU02		L.E.I. LIFE ENERGY INTELLIGENCE Design	4/11/2000	na	4/11/2000	187277	REGISTERED		25
	25 - Apparel footwear and headgear
T30126RU09		L.E.I. & Design	7/7/2005	2005716500	7/7/2006	314240	REGISTERED		18,35
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	35 - retail store services
T30126RU08		L.E.I. LIFE ENERGY INTELLIGENCE & Design	7/7/2005	2005716496	7/24/2006	310952	REGISTERED		18,35
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	35 - retail store services
248085		LE SUIT	7/5/2005	2005716224	11/14/2007	337326	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30157RU00		LIFE ENERGY INTELLIGENCE	9/4/2000	na	9/4/2000	193644	REGISTERED		25
	25 - Apparel footwear and headgear
T30157RU01		LIFE ENERGY INTELLIGENCE	7/7/2005	2005716498	8/31/2006	312928	REGISTERED		18,35
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	35 - retail store services

Owner Trademark Report by Mark							Printed: 5/7/2009	Page 41
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
FEDERATlON OF RUSSIA continued...
253169		Lion Head Design	1/23/2006	2006700991	2/13/2007	320946	REGISTERED		9,14
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
248119		Lion Head Design	7/7/2005	2005716497	6/7/2006	308156	REGISTERED		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	35 - Advertising; business management; business administration; office functions; bringing together for the benefit of others a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase the goods; procurement services for others [purchasing goods and services for other businesses].
T30005RU00		NAPIER	7/5/2005	2005716348	9/20/2006	313822	REGISTERED		14,35
	14 - jewelry and watches
	35 - retail store services
248083		NIPON BOUTIQUE	7/5/2005	2005716226	8/3/2007	330908	REGISTERED		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	35 - Advertising; business management; business administration; office functions; bringing together for the benefit of others a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase the goods; procurement services for others [purchasing goods and services for other businesses].
T30094RU00		NORTON MCNAUGHTON	7/5/2005	2005716349	12/28/2006	319095	REGISTERED		25
	25 - pants, skirts, dresses, jackets, coats, blouses, shirts, hosiery, belts and footwear
T30164RU00		Slanted Bubble Design	9/4/2000	na	9/4/2000	193643	REGISTERED		25
	25 - Apparel footwear and headgear
FINLAND
118569		ANNE KLEIN	11/19/1976	N/A	8/20/1980	74516	REGISTERED		25
	25 - Articles of clothing, including boots, shoes and slippers.
109		EVAN-PICONE	8/9/1990	4070-90	3/20/1992	117824	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
112		EVAN-PICONE SPORT	1/30/1991	508/91	9/21/1992	122114	REGISTERED		25
		(STYLIZED)
	25 - Clothing, footwear, headgear. All goods.
111		EVAN-PICONE with Design	9/4/1968	3240/68	5/20/1970	56543	REGISTERED		25
	25 - All goods in Class 25, especially women’s and misses’ skirts, slacks, shorts and sweaters.
118570		Lion Head Design	11/19/1976	5094/76	11/5/1981	79246	REGISTERED		3,25
	3 - Bleaching-agents and other preparations for washing of clothes; preparations for cleaning, polishing and stain removal as well as abrasive agents; soap; perfumery products, essential oils, cosmetic preparations, hair lotions; dental care preparations.
	25 - clothes, therein included boots, shoes and slippers.
T30005FI00		NAPIER	5/21/1987	2304/87	5/22/1989	104158	REGISTERED		14
	14 - Not listed.
FRANCE
118313		ALBERT NIPON	1/8/1980	178901	1/8/1980	1568862	REGISTERED		25
	25 - All types of wearing apparel, including boots, shoes and slippers and rainwear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 42

REFERENCE	MARK	FILED	APPL#		REGDT	REG#		STATUS	CLASSES
FRANCE continued...
118312	ALBERT NIPON	3/23/1993		93460726	3/23/1993		93460726	REGISTERED	3,4,14 16,18
	3 - Soaps, perfumes, dressing table essentials, colognes, cosmetics, bath products, lotions for hands.
	4 - Wax candles.
	14 - Jewelry.
	16 - Publications.
	18 - Luggage, bags, valises.
118331	ALBERT NIPON BOUTIQUE	10/10/1979		159998	10/10/1979		1554633	REGISTERED		25
	25 - Clothing for women.
118573	ANNE KLEIN	11/28/1973		680533	11/3/1993		1271550	REGISTERED	14,18,20 24,25,27
	14 - PRECIOUS METALS AND THEIR ALLOYS AND PRODUCT SUBSTANCES OR PLATED NOT INCLUDED IN OTHER CLASSES; JEWELRY, JEWELRY, PRECIOUS STONES; HOROLOGICAL INSTRUMENTS AND CHRONOMETRIC INSTRUMENTS;
	18 - LEATHER AND IMITATION LEATHER, PRODUCTS OF THESE SUBSTANCES NOT INCLUDED IN OTHER CLASSES; ANIMAL SKINS; TRUNKS AND VALISES; UMBRELLAS, PARASOLS AND WALKING STICKS; WHIPS AND SADDLERY.
	20 - FURNITURE, MIRRORS (MIRRORS), FRAMES; GOODS, NOT INCLUDED IN OTHER CLASSES, OF WOOD,CORK, REED, RUSH,WICKER, HORN, BONE, IVORY, WHALEBONE, TORTOISESHELL, AMBER, MOTHER OF PEARL, MEERSCHAUM, SUBSTITUTES OF ALL THESE SUBSTANCES OR OF PLASTIC;
	24 - FABRICS AND TEXTILE PRODUCTS NOT INCLUDED IN OTHER CLASSES; BED COVERS AND TABLE;
	25 - CLOTHING, FOOTWEAR, HEADGEAR;
	27 - CARPETS, DOOR MATS, MATS, LINOLEUMS AND OTHER FLOOR COVERINGS; WALL HANGINGS NOT OF TEXTILE.
118572	ANNE KLEIN	4/1/1973		660245	4/1/1973		1232104	REGISTERED		3
	3 - Preparations for bleaching and other substances for washing; preparations for cleansing, polishing, degreasing and abrading; soap; perfumery; essential oils; cosmetic hair lotions; dentifrices.
118918	ANNE KLEIN II	9/4/1996		96640421	9/4/1996		96640421	REGISTERED		16,18
	16 - Checkbook holders, checkbook clutches, passport cases and secretaries.
	18 - Leather and imitations of leather; animal pelts; trunks and travelling bags; umbrellas, parasols and walking sticks; whips and saddlery; handbags, tote bags, and personal leather accessories, namely billfolds, wallets, cosmetic cases, cosmetic pouches, credit card cases, key cases, key fobs, purses, coin purses, coin/key purses, money belts, carry-all clutches, covers made of leather and imitations of leather for personal planners, notebooks, appointment books and diaries.
113	EVAN-PICONE	2/7/1989		108,575	2/7/1989		1,513,133	REGISTERED		N/A
	N/A - Clothing, footwear, headgear.
115	EVAN-PICONE	7/27/1990		228989	7/27/1990		1606568	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
442	JNY	8/22/1990		n/a	8/22/1990		1611493	REGISTERED		25
	25 - Women’s apparel namely, vests, T-Shirts, sweaters, shorts, shirts, skirts, jackets, pull-on-pants, blouses
443	JONES NEW YORK	9/17/1990		n/a	9/17/1990		1615649	REGISTERED		25
	25 - Women’s apparel namely, vests, T-Shirts, sweaters, shorts, shirts, skirts, jackets, pull-on-pants, blouses
T30044FR00	JUDITH JACK	9/25/2001		013122581	9/25/2001		013122581	REGISTERED		14,18,25
	14 - Watches and jewelry
	18 - Handbags
	25 - Belts
118404	KASPER	2/25/1998		98719963	2/25/1998		98719963	REGISTERED		25
	25 - Wearing apparel, namely, sweaters, shirts, blouses, t-shirts, pants, jeans, skirts, dresses, shorts, jackets, coats, suits, raincoats, capes, ponchos, shawls, scarves and vests.
118574	Lion Head Design	9/20/1976		807974	7/28/1986		1365589	REGISTERED		3,25
	3 - PREPARATIONS FOR BLEACHING AND OTHER SUBSTANCES FOR WASHING; PREPARATIONS FOR CLEANING, POLISHING, DEGREASING AND ABRADING; SOAP; PERFUMERY, ESSENTIAL OILS, COSMETIC, HAIR LOTIONS; DENTIFRICES
	25 - CLOTHING, FOOTWEAR, HEADGEAR.
T30007FR00	NAPIER (Stylized)				10/19/1989		1632493	REGISTERED		14
	14 - jewelry

Owner Trademark Report by Mark Printed: 5/7/2009 Page 43

REFERENCE	MARK	FILED	APPL#	REGDT	REG#		STATUS	CLASSES
FRANCE continued...
118316	NIPON BOUTIQUE	12/2/1988	970788	12/2/1988		1501589	REGISTERED		25
	25 - Clothing for females, clothing, footwear, headgear.
T30005FR00	RICHELIEU			5/20/1987		1427539	REGISTERED		14
	14 - JEWELRY
567	X-AM	12/10/1993	n/a			93496163	REGISTERED		25
	25 - Clothing, footwear.
GERMANY
118986	A LINE ANNE KLEIN	9/12/1996	39639789.1	12/9/1996		39639789	REGISTERED		25
	25 - Clothing, particularly jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, suits, trousers, breeches, jeans, t-shirts, skirts, gymnastic suits, jumpsuits, sweaters, cardigans and woolen waistcoats, belts, underwear, in particular for ladies, scarves, shawls, in particular ascots, overalls, gloves, hosiery, knee and thigh stockings, also nylon stockings, panty-hoses, leotards, socks, leggings, bathing and swimming suits; footwear, in particular shoes, boots, slippers and sports shoes, except children’s footwear; headgear, particularly hats, caps, berets and headbands.
118451	ALBERT NIPON	12/15/1981	N17935/3WZ	7/26/1982		1036121	REGISTERED	3,4,14 16,18
	3 - Perfumes and colognes; cosmetics.
	4 - Candles.
	14 - Jewelry.
	16 - Printed matter, newspapers, magazines, and books.
	18 - Traveling and jewelry suitcases, bags and handbags, beauty cases, cosmetic bags.
118340	ALBERT NIPON	2/28/1980	N16917/25WZ	2/28/1980		1007473	REGISTERED		25
	25 - Clothing of all kinds, including boots, shoes and slippers.
118617	ANNE KLEIN	9/22/1976	K 37 895/3 Wz	2/27/1980		998460	REGISTERED		3
	3 - WASHING AND BLEACH; CLEANING, POLISHING PREPARATIONS, FAT REMOVING AGENTS AND SHARPENING PREPARATIONS; SOAPS;PERFUME SHOPS, ESSENTIAL OILS, BODY CARE PRODUCTS AND BEAUTY CARE, HAIR LOTIONS;
118616	ANNE KLEIN	11/28/1973	K 35.112/20W	11/28/1973		991355	REGISTERED	14,18,20 24,25,27
	14 - JEWELRY, PRECIOUS STONES AND CLOCKS
	18 - LEATHER GOODS, NAMELY TRUNKS AND TRAVEL SACKS, HANDBAGS AND CARRYING BAGS, BRIEFCASES, BRIEF CASES, PURSES AND KEY BAGS, CASES FOR SPECTACLES AND CIGARETTES, FOR PHOTOGRAPHS AS WELL AS FOR CHEQUES AND CREDIT CARDS; CHEQUEBOOK AND TRAVEL PASS COVERS, BELTS, ALSO WITH BAGS FOR RECORDING SMALL OBJECTS AND MONEY; JEWELRY CONTAINERS AND TOGETHER ROLL BARS JEWELRY BAGS; UMBRELLAS, PARASOLS AND WALKING
	20 - FURNITURE, MIRRORS AND PICTURE FRAMES;
	24 - FABRICS; BED COVERS AND TABLE LINEN; BED LINEN AND TABLE LINEN;
	25 - CLOTHING, INCLUDING BOOTS,SHOES AND SLIPPERS
	27 - FLOOR COVERINGS, NAMELY CARPETS, CARPET TILES, CARPETS AS METAL GOODS, STRAW AND LlBER MATS, PLASTIC COVERINGS, TILE FORM, LINOLEUM; WALLPAPER
118721	ANNE KLEIN & Lion Head Design	9/7/1990	W 64 266/25	4/28/1993	DO 652 953		REGISTERED		25
	25 - Clothing, footwear, headgear
118867	ANNE KLEIN II (stylized)	9/7/1990	W 64 267/25	4/28/1993	DO 652 955		REGISTERED		25
	25 - Clothing, footwear, headgear.
149	E.P.S. EVAN PICONE SPORT (STYLIZED)	3/31/1990	P39 327/25 W	2/19/1991		1172169	REGISTERED		25
	25 - Clothing, footwear, headgear.
150	EVAN-PICONE	8/16/1990	P39 931/18 W	6/3/1991		1177165	REGISTERED		25
	25 -
151	EVAN-PICONE	7/27/1990	W62373	4/28/1992	DD 651 100		REGISTERED		18,25
	18 - Goods made of leather or of leather imitations, namely handbags and other cases not adapted to the product they are intended to contain as well as small articles of leather in particular purses, pocket wallets, key cases.
	Clothing, footwear, headgear.
	25 -

Owner Trademark Report by Mark Printed: 5/7/2009 Page 44

REFERENCE	MARK	FILED	APPL#		REGDT	REG#		STATUS	CLASSES
GERMANY continued...
152	EVAN-PICONE	12/3/1981	P28884/3Wz		3/1/1985		1074359	REGISTERED		25
	25 - Clothing for women and misses (including woven and knitted clothing): skirts, jackets, slacks, shorts, blouses, dresses, scarves, vests, camisoles, culottes, hosiery, nightgowns, sweaters and coats, men’s’ clothing (including woven and knitted clothing): suits, slacks, pants, jackets, coats and overcoats, sportswear, sweaters, jeans, shirts and shorts.
153	EVAN-PICONE	9/5/1968		E13684	9/5/1968		874593	REGISTERED		25
	25 - Clothing (outerwear) for ladies, including knitted clothing.
148	EVAN-PICONE SPORT (STYLIZED)	2/6/1991	P40 668/25 Wz		11/12/1991		2006160	REGISTERED		25
	25 - Clothing, footwear, headgear.
444	JONES NEW YORK	5/4/1993		n/a	5/4/1993		2089887	REGISTERED		25
	25 - Women’s, Junior Misses’ & Petite Clothing
118614	Lion Head Design	10/15/1976	K 37 980/25 W		5/23/1980		1002421	REGISTERED		25
	25 - Clothing, including boots, shoes, and slippers
T30005DE00	NAPIER	1/8/1980	N16852/14Wz		7/24/1980		1005389	REGISTERED		14
	14 - JEWELRY GOODS, GEMS; JEWELRY, ORNAMENTAL GOODS, WHICH HAVE BEEN MADE USING NOBLE METALS AND/OR GEMS, CLOCKS, WATCHES.
T30005DE01	RICHELIEU			V15794	3/1/1978		979771	REGISTERED		14
	14 -
561	X-AM	12/14/1993		n/a	10/18/1994		2081148	REGISTERED		25
	25 - Clothing, footwear, headgear.
GREECE
118708	ANNE KLEIN & Lion Head Design	7/18/1990		99903	7/18/1990		99903	REGISTERED		25
	25 - All goods in Class 25, in particular, coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts, gloves, knitted headwear, mufflers, swimwear, socks, scarves, shawls and shoes.
155	EVAN-PICONE	10/26/1981		100400	9/21/1984		70,142	REGISTERED		4,14,25
	4 - Candles and particularly fragrant candles. Articles from precious metals and amalgams of same; jewelry and particularly jewelry containing perfumes or cosmetics. Clothing.
	14 -
	25 -
156	EVAN-PICONE	8/23/1990		100400	8/23/1990		100400	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
445	JNY	10/15/1990		n/a	12/17/1993		101083	REGISTERED		25
	25 - Women’s apparel namely, vests, T-Shirts, Sweaters, Shorts, Shirts, Skirts, Jackets, Pull-On Pants, Blouses.
446	JONES NEW YORK	11/2/1990		101436	8/17/1999		101436	REGISTERED		25
	25 - Women’s, Junior, Misses and Petite apparel.
GUATEMALA
247145	AK ANNE KLEIN	6/6/2005	M-3761-2005		2/8/2006		140,373	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
247146	AK ANNE KLEIN	6/6/2005	M-3762-2005		2/1/2006		140,275	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 45

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
GUATEMALA continued ...
247144		AK ANNE KLEIN	6/6/2005	M-3763-2005	3/6/2006	140,828	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
T30354GT03		AK ANNE KLEIN	11/7/2006	934502006	5/15/2007	149378	REGISTERED		03
	03 - Cosmetics and Fragrances
T30354GT04		AK ANNE KLEIN	11/7/2006	934302006	5/21/2007	149665	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30354GT05		AK ANNE KLEIN	11/7/2006	934502006	5/29/2007	149768	REGISTERED		14
	14 - jewelry and watches
118798		ANNE KLEIN	10/30/1996	8445-96	3/10/1998	89094	REGISTERED		25
	25 - Clothing, shoes and headgear.
118921		ANNE KLEIN II	10/30/1996	8444-96	3/10/1998	89093	REGISTERED		25
	25 - Clothing, shoes and headgear.
T30276GT00		ANNE KLEIN NEW YORK	11/7/2006	934602006	5/30/2007	149793	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, Skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30276GT01		ANNE KLEIN NEW YORK	11/7/2006	934702006	5/22/2007	149701	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276GT02		ANNE KLEIN NEW YORK	11/7/2006	934802006	5/30/2007	149794	REGISTERED		14
	14 - jewelry and watches
T30276GT04		ANNE KLEIN NEW YORK		09349	6/4/2007	149863	REGISTERED		25
	25 - Shirts, blouses, camisoles, footwear, gloves, underwear, skirts, pajamas, belts
157		EVAN-PICONE	3/5/1982	74203	10/17/1983	45196/371/105	REGISTERED		25
	25 - Skirts, suits, slacks, sports clothes, shorts, blouses, women’s suits, women’s and misses dresses.
T00103GT01		JONES NEW YORK	7/15/2004	51772004	1/20/2005	133852	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T00103GT03		JONES NEW YORK	11/4/2004	8392004	10/6/2005	138292	REGISTERED		25
	25 -
T30154GT00		L.E.I			11/24/1999	100829	REGISTERED		25
	25 - Apparel footwear and headgear
T30154GT01		L.E.I Design			11/24/1999	100830	REGISTERED		25
	25 - Apparel footwear and headgear
T30154GT02		L.E.I LIFE ENERGY INTELLIGENCE Design			7/21/1999	96898	REGISTERED		25
	25 - Apparel footwear and headgear
T30157GT00		LIFE ENERGY INTELLIGENCE			11/24/1999	100831	REGISTERED		25
	25 - Apparel footwear and headgear
T30005GT00		NAPIER	8/12/1992	050821	7/24/1994	71803	REGISTERED		14
	14 - Goods not listed.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 46

REFERENCE		MARK	FILED	APPL#		REGDT	REG#		STATUS	CLASSES
GUYANA
T30007GY00		NAPIER (Stylized)	12/9/1992		14002A	12/9/1992		14002A	REGISTERED		14
	14 - JEWELRY AND SIMILAR DECORATIVE ITEMS.
HAITI
T30044HT00		JUDITH JACK				4/30/2002		277-133	REGISTERED		14
	14 - Jewelry and Watches
T30044HT01		JUDITH JACK				4/30/2002		278-133	REGISTERED		18
	18 - Handbags
T30044HT02		JUDITH JACK				4/30/2002		279-133	REGISTERED		25
	25 - Belts
HONDURAS
247195		AK ANNE KLEIN	6/28/2005		14922/2005	4/3/2008		13269	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services
T30354HN03		AK ANNE KLEIN	10/26/2006		36345/2006	7/2/2007		101278	REGISTERED		03
	03 - Fragrances and Cosmetics
T30354HN04		AK ANNE KLEIN	10/26/2006		36346/2006	7/2/2007		101270	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30354HN05		AK ANNE KLEIN	10/26/2006		36347/2006	7/2/2007		101277	REGISTERED		14
	14 - Jewelry and Watches
T30276HN00		ANNE KLEIN NEW YORK	10/26/2006		36351/2006	7/2/2007		101276	REGISTERED		03
	03 - Fragrances and Cosmetics
T30276HN04		ANNE KLEIN NEW YORK	10/26/2006		36350/2006	7/2/2007		101271	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276HN05		ANNE KLEIN NEW YORK	10/26/2006		36348/2006	7/2/2007		101272	REGISTERED		14
	14 - Jewelry and Watches
T30276HN06		ANNE KLEIN NEW YORK	10/26/2006		36349/2006	1/23/2008		103555	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
448		JONES NEW YORK	8/30/1994		n/a	7/31/1995		62353	REGISTERED		25
	25 - Women’s, Junior, Misses and Petite apparel.
T00103HN01		JONES NEW YORK	7/15/2004		1252204	1/19/2005		93179	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30154HN00		L.E.I LIFE ENERGY INTELLIGENCE Design				4/1/2000		76993	REGISTERED		25
	25 - Apparel footwear and headgear
T30157HN00		LIFE ENERGY INTELLIGENCE				7/14/1994		77590	REGISTERED		25
	25 - Apparel footwear and headgear
HONG KONG
118949		A (underscored) LINE ANNE	3/20/1991		1835/91	8/29/1995		07301/1995	REGISTERED		25
	25 - Tops, knitwear, dresses, jackets, pants, skirts, jumpsuits, coats.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 47

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
HONG KONG continued ...
T30276HK00		AK ANNE KLEIN	11/1/2006	300751211	11/1/2006	300751211	REGISTERED		03,09,14
	03 - Fragrances and Cosmetics
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
247148		AK ANNE KLEIN	5/28/2005	300428823	5/28/2005	300428823	REGISTERED		18,25,35
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
	35 - Advertising and publicity services; retail store services, online services, provision of on-line information in respect of all the aforesaid services.
118335		ALBERT NIPON	11/10/1988	7144/88	11/10/1988	B2443/1990	REGISTERED		25
	25 - Dresses, shirts, skirts, jackets, sportswear, coordinated sweaters, slacks and scarves, all being for women.
124235		ALBERT NIPON	4/11/2003	300005318	4/11/2003	300005318	REGISTERED		3
	3 - Perfumery, cosmetics and toilet preparations.
118481		ANNE KLEIN	2/11/2000	2613/2000	1/23/2002	00906/2002	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
118771		ANNE KLEIN	3/9/1994	2750/1994	4/21/1999	B4905/1999	REGISTERED		9
	9 - Sunglasses, ophthalmic eyeglass frames, and ophthalmic sunglass frames; all included in Class 9.
118729		ANNE KLEIN	10/24/1992	17281/1992	1/10/1995	B198/1995	REGISTERED		42
	42 - Retail store services for clothing, footwear, headgear, spectacles, sunglasses, perfumery, cosmetics, hair care preparations, skin care preparations, essential oils, jewelry, horological and chronometric instruments, leather and imitation of leather, and goods made of these materials, textiles and textile goods, handbags, purses, wallets, travelling bags, umbrellas, parasols and walking sticks; all included in Class
118783		ANNE KLEIN	1/19/1996	667/1996	11/19/1999	14462/1999	REGISTERED		25
	25 - Footwear, hosiery, stockings, pantyhose, tights and socks.
118838		ANNE KLEIN	8/13/1992	14540/92	11/19/1999	14401/1999	REGISTERED		14
	14 - Watches.
118575		ANNE KLEIN (script) & Lion Head Design	6/20/1978	1164/1978	4/14/1980	697/1980	REGISTERED		3
	3 - Cosmetics and perfumery.
118576		ANNE KLEIN (script) & Lion Head Design	6/20/1978	1164/A/1978	4/14/1980	698/1980	REGISTERED		25
	25 - Articles of clothing, including hats and footwear.
118494		ANNE KLEIN 2 (series)	7/19/2000	16058/2000	9/30/2002	12760(A-B)/2002	REGISTERED		25
	25 - Clothing, footwear and headgear; all included in Class 25.
118891		ANNE KLEIN II	3/9/1994	94/02749	4/21/1999	B04904/1999	REGISTERED		9
	9 - Sunglasses, ophthalmic eyeglass frames, and ophthalmic sunglass frames; all included in Class 9.
118874		ANNE KLEIN II (stylized)	8/19/1991	6039/91	8/29/1995	07302/1995	REGISTERED		25
	25 - Tops, knitwear, dresses, jackets, pants, skirts, jumpsuits, coats.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 48

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
HONG KONG continued ...
T30276HK01		ANNE KLEIN NEW YORK	11/1/2006	300751248	11/1/2006	300751248	REGISTERED		03,09,14
									18,25
	03 - Fragrances and Cosmetics
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
118854		ANNE KLEIN, ANNE KLEIN II	9/6/1997	12813/1997	9/6/1997	03102(A-B)/2000	REGISTERED		14
		(series)
	14 - Jewelry and watches.
161		E.P.S. EVAN PICONE SPORT	8/6/1990	6400/90	1/28/1993	B00385/93	REGISTERED		25
		(STYLIZED)
	25 - Clothing, footwear, headgear.
162		EVAN-PICONE	9/1/1990	7223/90	7/7/1992	2716/92	REGISTERED		18
	18 - Articles of luggage, handbags, purses, attache cases; briefcases, business and credit card cases, passport cases, wallets, checkbook covers, school bags, tote bags, sport tote bags, duffel bags, beach bags; travelling trunks and valises, cosmetic bags, key fobs and key cases; all of leather and all included in Class 18.
163		EVAN-PICONE	8/6/1990	6402/90	8/6/1990	5049/95	REGISTERED		25
	25 - Clothing, footwear, headgear.
160		EVAN-PICONE SPORT	2/27/1991	1288/91	8/16/1995	B6941/95	REGISTERED		25
		(STYLIZED)
	25 - Clothing, footwear, headgear.
T30200HK00		JEANSTAR	11/1/2004	300311039	11/1/2004	300311039	REGISTERED		025
	025 - Class 25 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, footwear, blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, briefs, bras
663		JONES NEW YORK	4/21/1999	9904954	4/21/1999	B12505	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
391		JONES NEW YORK	4/4/2003	199709377	4/4/2003	300138384	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30203HK00		JONES NEW YORK	12/24/2004	300343412	12/24/2004	300343412	REGISTERED		025
	025 - jackets; coats; pants (not being inner pants or sports pants); skirts; dresses; blouses; //knit shirts, knit skirts”./
T30181HK00		JONES NEW YORK SIGNATURE	12/18/2003	300131255	12/20/2003	300131255	REGISTERED		25,3,9
									14,18
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits and footwear namely, shoes, boots, sandals, sneakers and slippers
	3 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
	9 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
	14 - watches and jewelry
	18 - Luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport cases; umbrellas

Owner Trademark Report by Mark Printed: 5/7/2009 Page 49

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
HONG KONG continued...
T30044HK00		JUDITH JACK	9/28/2001	15821/2001	9/28/2001	200203616AA	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; watches, horological and chronometric instruments all included in Class 14.
	18 - Leather and imitations of leather and goods made of these materials; handbags; toilet bags; trunks and travelling bags; travel cases; luggage; suitcases; hold alls; bags; vanity cases; briefcases; attache cases; purses; wallets; credit card cases and holders; umbrellas; parasols; walking sticks; shooting sticks; shoulder belts; parts and fittings for all the aforesaid goods; all included in Class 18.
	25 - Clothing, belts (clothing), footwear, headgear.
T30154HK01		L.E.I LIFE ENERGY INTELLIGENCE Design			2/3/1999	422/2001	REGISTERED		25
	25 - Apparel footwear and headgear
T30154HK00		L.E.I (Series)	7/20/1996	na	7/20/1999	3675A-D/2002	REGISTERED		25
	25 - Apparel footwear and headgear
T30157HK00		LIFE ENERGY INTELLIGENCE	3/8/1996	na	3/8/1999	10083/2002	REGISTERED		25
	25 - Apparel footwear and headgear
118482		Lion Head Design	2/11/2000	2614/2000	1/23/2002	907/2002	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
118839		Lion Head Design	8/13/1992	14539/92	7/31/1995	06359/1995	REGISTERED		14
	14 - Precious metals and their alloys; goods in precious metals or coated therewith and not included in other classes; jewelry; precious stones; horological and chronometric instruments; watches and clocks, all included in class 14.
T30005HK00		RICHELIEU	6/2/2005	300431324	4/4/2006	300431324	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
HUNGARY
118762		ANNE KLEIN	1/27/1994	M9400565	3/4/1997	142 994	REGISTERED		25
	25 - Clothing articles, footwear, headgear.
164		EVAN-PICONE	7/19/1990	2841/90	12/18/1991	140002	REGISTERED		18,25
	18 - Luggage, handbags, purses, attache cases, briefcases, camera bags, business and credit cards cases, passport cases, wallets, check book covers, school bags, tote bags, sport tote bags, duffel bags, beach bags, travelling travel and valises, cosmetic bags, portfolios, key fobs an key cases.
	Clothing, footwear, headgear.
	25 -
325		JONES NEW YORK	5/30/1997	M9701836	4/28/1998	151818	REGISTERED		18,25
	18 - Clothing for women and misses, namely skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, footwear; tailored clothing for men namely suits, slacks jackets, pants, sports coats and neckwear, in International Class 25
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 -
T30154HU00		L.E.I	7/22/1999	M99 03502	7/22/1999	169158	REGISTERED		25
	25 - Apparel footwear and headgear
T30154HU01		L.E.I Design			7/22/1999	164861	REGISTERED		25
	25 - Apparel footwear and headgear
T30154HU02		L.E.I LIFE ENERGY INTELLIGENCE Design			1/20/1999	169502	REGISTERED		25
	25 - Apparel footwear and headgear
T30157HU00		LIFE ENERGY INTELLIGENCE			7/22/1999	164913	REGISTERED		25
	25 - Apparel footwear and headgear
ICELAND

Owner Trademark Report by Mark Printed: 5/7/2009 Page 50

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ICELAND continued...
219		EVAN-PICONE	1/17/1991	46/1991	4/26/1991	502/1991	REGISTERED		25
	25 - Clothing, footwear, headgear.
INDIA
247151		AK ANNE KLEIN	6/13/2005	1363479	8/4/2008	1363479	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
248033		AK ANNE KLEIN	6/13/2005	1363480	3/28/2008	1363480	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
248035		AK ANNE KLEIN	6/13/2005	1363481	5/23/2007	1363481	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services.
118719		ANNE KLEIN & Lion Head Design	7/19/1990	533696	7/19/1990	533696	REGISTERED		25
	25 - COATS, SUITS, JACKETS, PANTS, SHIRTS, SKIRTS, DRESSES, BLOUSES, SWEATERS, BELTS, GLOVES, KNITIED HEADWEAR, MUFFLERS, SWIMWEAR, SOCKS, SCARVES, SHAWLS, SHOES.
118861		ANNE KLEIN II (stylized)	6/15/1990	531607	6/15/1990	531607	REGISTERED		25
	25 - WOMEN’S COATS, SUITS, PANTS, SHIRTS, DRESSES, BLOUSES, SWEATERS, BELTS (CLOTHING), GLOVES AND SCARVES AND GOODS INCLUDED IN CLASS 25.
T000351N00		CODE BLEU	1/18/2006	1414967	8/8/2008	1414967	REGISTERED		25
	25 - jeans
T00066IN02		EVAN-PICONE	9/20/2002	1135224	7/24/2006	1135224	REGISTERED		25
	25 - Clothing, footwear, headgear
385		JONES NEW YORK	6/16/1997	755886	2/22/2005	755886	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30181IN01		JONES NEW YORK SIGNATURE	12/30/2003	1259549	11/7/2005	1259549	REGISTERED		25
	25 - Footwear namely, shoes, boots, sandals, sneakers and slippers
T30181IN02		JONES NEW YORK SIGNATURE	12/30/2003	1259548	11/7/2005	1259548	REGISTERED		09
	09 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
T30181IN03		JONES NEW YORK SIGNATURE	12/30/2003	1259552	11/7/2005	1259552	REGISTERED		18
	18 - Luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport cases; umbrellas
T30181IN04		JONES NEW YORK SIGNATURE	12/30/2003	1259551	1/6/2004	1259551	REGISTERED		14
	14 - watches and jewelry
T30181IN05		JONES NEW YORK SIGNATURE	12/30/2003	1259553	9/12/2006	1259553	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30181IN06		JONES NEW YORK SIGNATURE	1/6/2004	1259550	11/7/2005	1259550	REGISTERED		25
	25 - Skirts, suits, pants shorts, tops, jackets, coats dresses, sweaters, blazers, dusters, cardigans, pullovers, jeans, vests, camisoles, culottes, knit pants, knit tops, tank tops, polo shirts, denim jackets, and jumpsuits

Owner Trademark Report by Mark Printed: 5/7/2009 Page 51

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
INDIA continued...
T30154IN00		L.E.I	7/15/1999	866123	2/24/2006	866123	REGISTERED		25
	25 - Apparel footwear and headgear
T30154IN03		L.E.I LIFE ENERGY INTELLIGENCE and Design	1/25/1999	838308	1/20/2006	838308	REGISTERED		25
	25 - Apparel footwear and headgear
T30007IN01		NAPIER (Stylized)	5/1/1995	664230	5/1/2002	664230	REGISTERED		14
	14 - Jewelry made of precious &semi-precious materials.
INDONESIA
247155		AK ANNE KLEIN	6/13/2005	D00.2005.0077	2/14/2007	0000110104	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
247156		AK ANNE KLEIN	6/13/2005	D00.2005.0077	2/14/2007	0000110106	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services
207682		AK ANNE KLEIN	8/4/2004	2004.2215422329	4/25/2006	0000704001	REGISTERED		14
	14 - Jewelry belonging in Class 14 including jewelry made of precious and non-precious metals; watches, clocks and timers
207685		ANNE KLEIN	8/4/2004	D00.2004.22153.	4/25/2006	000070400	REGISTERED		14
	14 - Jewelry belonging in Class 14 including jewelry made of precious and non-precious metals; watches, clocks and timers
118794		ANNE KLEIN	8/5/1996	D96 16456	9/19/1997	391511	REGISTERED		18
	18 - Walking sticks, whips, harnesses and saddlery.
118855		ANNE KLEIN	10/13/1997	D9722373	3/26/1999	425357	REGISTERED		25
	25 - Clothing, footwear, and headgear, namely, coats, suits, jackets, blazers, vests, pants, shorts, shirts, dresses, skirts, blouses, sweaters, belts, gloves, ties, leggings, scarves, mufflers, shawls, stoles, swimwear, hosiery (including stockings, pantyhose, knee-high and thigh-high stockings, cut-and-sewn specialty tights or stockings and socks), shoes, sandals, boots, slippers, knitted headwear, hats, caps
118917		ANNE KLEIN II	8/5/1996	D96 16455	9/22/1997	392155	REGISTERED		18
	18 - Walking sticks, whips,harnesses and saddlery.
217		EVAN-PICONE	1/3/1991	287821	2/13/1993	287821	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, footwear, headgear.
	25 -
216		EVAN-PICONE with Design	11/8/1990	287045	2/1/1993	287045	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
398		JONES NEW YORK	6/16/1997	DJ711715	4/28/1998	413770	REGISTERED		25
	25 - Clothing, footwear, headgear.
381		JONES NEW YORK	6/16/1997	DJ711714	4/2/1998	413769	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30181ID00		JONES NEW YORK SIGNATURE	1/12/2004	D00 2004 00383	3/25/2009	IDM000116134	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30181ID01		JONES NEW YORK SIGNATURE	1/12/2004	D003800389	1/8/2004	003800389	REGISTERED		09
	09 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
T30181ID02		JONES NEW YORK SIGNATURE	1/12/2004	D00 2004 0038	1/8/2004	000047091	REGISTERED		14
	14 - Jewelry and Watches

Owner Trademark Report by Mark Printed: 5/7/2009 Page 52

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
INDONESIA continued...
T30181ID03		JONES NEW YORK SIGNATURE	1/8/2004	D00 2004 0038	1/8/2004	0038 00385	REGISTERED		18
	18 - Luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport cases; umbrellas
T30181ID04		JONES NEW YORK SIGNATURE	1/12/2004	D00 2004 0038	1/8/2004	0038 00386	REGISTERED		25
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits
T30181ID05		JONES NEW YORK SIGNATURE	1/12/2004	D00 2004 0038	1/8/2004	0038 00387	REGISTERED		25
	25 - Footwear
T30157ID00		LIFE ENERGY INTELLIGENCE			8/2/1999	460789	REGISTERED		25
	25 - Apparel footwear and headgear
IRELAND
118332		ALBERT NIPON	9/19/1988	4030/88	9/19/1988	133257	REGISTERED		25
	25 - Articles of clothing, footwear and headgear, all included in Class 25.
118709		ANNE KLEIN & Lion Head Design	6/1/1990	3098/90	6/1/1990	140176	REGISTERED		25
	25 - Clothing included in Class 25, footwear, headgear.
209		EVAN-PICONE	7/24/1981	2132/81	9/18/1986	B115625	REGISTERED		25
	25 - Clothing, footwear, headgear.
330		JONES NEW YORK	5/23/1997	211431	5/23/1997	211431	REGISTERED		18,25
	18 - Clothing for women and misses, namely skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, footwear; tailored clothing for men namely suits, slacks jackets, pants, sports coats and neckwear, in International Class 25
	Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 -
118400		KASPER	2/23/1998	207445	2/23/1998	207445	REGISTERED		25
	25 - Clothing, footwear, headgear included in Class 25.
T30007IE00		NAPIER (Stylized)	4/24/1995	95/2963	4/24/1995	167170	REGISTERED		14
	14 - GOODS NOT LISTED.
118330		NIPON PETITES	9/19/1988	4031/88	9/19/1988	133258	REGISTERED		25
	25 - Articles of clothing, footwear and headgear, all included in Class 25.
ISRAEL
118786		ANNE KLEIN	5/21/1995	98757	1/5/1997	98757	REGISTERED		9
	9 - Optical apparatus and instruments, including sunglasses, eyeglasses, frames for sunglasses and eyeglasses, sunshades, lenses, carrying cases, chains, cords and parts and fittings for the aforesaid goods; all included in Class 9.
118690		ANNE KLEIN	9/12/1984	59501	10/20/1988	59501	REGISTERED		3
	3 - Soaps,perfumery, cosmetics and non-medicated toilet preparations.
118710		ANNE KLEIN & Lion Head Design	6/28/1990	76789	9/23/1993	76789	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts, gloves, knitted headwear, mufflers, swimwear, socks, scarves, shawls and shoes, all included in Class 25.
118904		ANNE KLEIN II	12/26/1994	96258	7/1/1996	96258	REGISTERED		25
	25 - All goods in Class 25.
213		EVAN-PICONE	12/30/1981	53484	3/3/1986	53484	REGISTERED		25
	25 - Clothing, footwear, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 53

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ISRAEL continued ...
210		EVAN-PICONE	8/17/1990	77277	3/10/1994	77277	REGISTERED		18
	18 - Luggage, handbags, purses, attache cases, briefcases, camera bag, business and credit card cases, passport cases, wallets, checkbook covers, school bags, tote bags, sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags, portfolios, key fobs and key cases all included in class 18.
326		JONES NEW YORK	6/7/1996	105672	12/4/1997	105672	REGISTERED		25
	25 - Clothing for women and misses, namely skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, footwear; tailored clothing for men namely suits, slacks jackets, pants, sports coats and neckwear, in International Class 25
T00103IL01		JONES NEW YORK	1/15/2006	186577	10/14/2007	186577	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related
T30154IL02		L.E.I. LIFE ENERGY INTELLIGENCE Design			1/20/1999	125234	REGISTERED		25
	25 - Apparel footwear and headgear
T30162IL01		L.E.I. Design			7/12/1999	129146	REGISTERED		25
	25 - Apparel footwear and headgear
T30157IL00		LIFE ENERGY INTELLIGENCE			7/12/1999	129147	REGISTERED		25
	25 - Apparel footwear and headgear
T30005IL00		NAPIER	8/21/1979	48497	8/21/1979	48497	REGISTERED		14
	14 - JEWELRY, PARTICULARLY EARRINGS, NECKLACES, PINS AND RELATED ITEMS.
ITALY
118326		ALBERT NIPON	9/28/1983	21686C/83	9/28/1983	417086	REGISTERED		25
	25 - Clothing, footwear, headgear.
118307		ALBERT NIPON	12/14/1981	23064C	1/27/1986	396566	REGISTERED		3
	3 - Bleaching preparations and other substances for laundry use; cleaning, polishing; scouring and abrasive preparations; soaps; perfumery, essential oils, cosmetics, hair lotions; dentifrices.
118790		ANNE KLEIN	8/9/1996	RM96C003623	8/9/1996	758176	REGISTERED		9
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire extinguishing apparatus; eyeglasses, sunglasses, frames for eyeglasses and sunglasses, eyeshades, eyeglass and sunglass cases, chains, cords, and other accessories for eyeglasses and sunglasses, parts and
118578		ANNE KLEIN	11/23/1973	RM93C003766	11/24/1975	663229	REGISTERED		3,14,18 20,24,25 27
	3 - All goods in class 3
	14 - All goods in class 14
	18 - All goods in class 18
	20 - All goods in class 20
	24 - All goods in class 24
	25 - All goods in class 25
	27 - All goods in class 27
118741		ANNE KLEIN	2/11/1993	RM93C000403	2/11/1993	659346	REGISTERED		25
	25 - Footwear.
118912		ANNE KLEIN II	8/9/1996	RM96C003624	8/31/1998	758177	REGISTERED		9
	9 - ALL GOODS IN CLASS 9, AND SPECTACLES, SUNGLASSES, LENSES BLINDS, EYEGLASS AND SUNGLASS CASES, CHAINS, BRUSHES, AND OTHER ACCESSORIES FOR SPECTACLES AND SUNGLASSES, PARTS AND ACCESSORIES FOR AFORESAID
539		CODE BLEU	8/11/1987	n/a	8/11/1987	508578	REGISTERED		25
	25 - Clothing, footwear, headgear.
208		E.P.S. EVAN-PICONE SPORT with Design	4/20/1990	39648C/90	3/1/1993	589791	REGISTERED		25
	25 - Clothing, footwear, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 54

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ITALY continued ...
215		EVAN-PICONE	8/1/1990	49577-C/90	2/15/1993	587903	REGISTERED		18
	18 - Luggage, handbags, purses, attache cases, briefcases, camera bags, business and credit card cases, passport cases, wallets, checkbook covers, school bags, tote bags, sport tote bags, duffel bags, beach bags, traveling trunks and calieses, cosmetic bags, portfolios, key fobs and key cases.
207		EVAN-PICONE	2/19/1982	39928-C/82	3/10/1986	411614	REGISTERED		3,4,14
	3 - Men’s and women’s fragrances, including emulsions, lotions, creams, moisturizers, astringent cleaners, toners, masques, skin care, cosmetics, including nail products, such as nail enamels, nail hardener, nail mending kits, base coat, top coat, cuticle creams, cuticle remover, nail enamel remover; lip products, namely lip gloss, lipstick, lipstick brushes, lip color pencils, eye products, namely eye shadow, eye creams, mascara, mascara remover, eye liner, eyebrow pencils; make-up products, namely theatrical make-up, blush, rouge (cream and powder), cream make-up liquid make-up, pressed powder compacts, loose powder, powder puffs, refills for powder compacts, cover concealer; toiletries, including talcum powder, shaving foam, after shave lotions, moisturizers, hair preparations, perfumed bath oils, bath powders; cosmetic-contained jewelry items, including bracelets, rings, and necklace lockets containing crème perfumes, powder compacts and perfume compacts; bath and related personal health and beauty care items, including soaps, shampoos, deodorants, hair conditioners, hair thickeners, and specialty gift items, including pomanders, fragrance decanters and fragrance candles.
	4 -
	14 -
212		EVAN-PICONE	10/24/2003	rm2001c005101		687031	REGISTERED		25
	25 - Clothing, footwear, headgear.
214		EVAN-PICONE SPORT (STYLIZED)	4/10/1991	RM91C/001323	12/16/1993	612204	REGISTERED		25
	25 - Clothing, footwear, headgear.
449		JNY	8/24/1990	n/a	10/20/1993	917181	REGISTERED		25
	25 - Women’s apparel namely, vests, T-Shirts, Sweaters, Shorts, Shirts, Skirts, Jackets, Pull-On Pants, Blouses.
450		JONES NEW YORK	9/20/1990	n/a	10/20/1993	917180	REGISTERED		25
	25 - Apparel for women’s, misses, juniors and petites
T30044IT00		JUDITH JACK	3/14/2002	F12002C000239	9/4/2006	1018525	REGISTERED		14,18,25
	14 - Jewelry and watches
	18 - Handbags
	25 - Belts
T30048IT00		JUDITH JACK JJ & DESIGN			6/12/1996	00775087	REGISTERED		18
	18 - HANDBAGS AND SMALL LEATHER GOODS AND ALL OTHER GOODS IN CLASS 18.
118577		Lion Head Design	8/27/1976	34701C/76	5/28/1983	758269	REGISTERED		3,25
	3 - PREPARATIONS FOR WASHING LAUNDRY AND OTHER SUBSTANCES FOR LAUNDRY; PREPARATIONS FOR CLEANING, POLISHING, DEGREASING, SCRAPERS; SOAP; PERFUMERY, ESSENTIAL OILS, COSMETICS, HAIR LOTIONS, DENTIFRICES.
	25 - ARTICLES OF CLOTHING, INCLUDING BOOTS, SHOES AND SLIPPERS
T30007IT00		NAPIER (Stylized)	11/26/1979	40985-C/79	11/21/1985	380703	REGISTERED		14
	14 - JEWELRY FORMED OF PRECIOUS METAL.
T30005IT00		RICHELIEU	10/19/1984	41249-C84	7/25/1996	684350	REGISTERED		14
	14 - GOODS NOT LISTED
572		X-AM			12/28/1993	663619	REGISTERED		25
	25 - Clothing and footwear
JAMAICA
T30276JM00		AK ANNE KLEIN	10/26/2006	049445	10/26/2006	049445	REGISTERED		03,09,14 24,25
	03 - Fragrances and Cosmetics
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	24 -
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 55

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAMAICA continued ...
T30276JM02		AK ANNE KLEIN	9/11/2007	050831	8/18/2008	050831	REGISTERED		18
	18 - All goods in category
T30276JM01		ANNE KLEIN NEW YORK	10/26/2006	49444	10/26/2006	49444	REGISTERED		03,09,14 24
	03 - Fragrances and Cosmetics
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	24 -
T30276JM03		ANNE KLEIN NEW YORK	9/11/2007	050832	9/12/2008	050832	REGISTERED		18
	18 - All goods in category
T00103JM00		JONES NEW YORK	1/11/2006	047932	1/11/2006	047932	REGISTERED		25
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits; Outerwear namely, overcoats, capes, jackets, coats jackets and stoles made of fur, coats and jackets made of leather and rainwear; Intimate Apparel namely, sleepwear namely, pajamas, nightshirts, nightgowns and robes; intimate apparel namely, panties, brassieres, petticoats, slips half-slips, chemises, teddies, garter belts, girdles, tank tops and boxers briefs; hosiery namely, pantyhose, socks, leotards, tights and leggings; Swimwear and swimwear cover-ups; Fashion accessories namely, belts and suspenders; scarves, shawls, hats, mittens and gloves; Footwear namely, shoes, boots, sandals, sneakers and slippers; Active wear namely, sweatshirts sweatpants, warm-up jackets, tennis and racquetball outfits, crew shirts and baseball jackets; jogging and running warm-up jackets and tennis skirts
T00103JM01		JONES NEW YORK	8/9/2007	050709	9/22/2008	050709	REGISTERED		9
	9 -
T30044JM00		JUDITH JACK	10/10/2001	41356	10/9/2001	41356	REGISTERED		14,18,25
	14 - Jewelry and watches
	18 - Handbags
	25 - Belts
JAPAN
T30338JP01		A (Underscored) LINE ANNE	9/30/1991	3-9990	7/29/1994	2685856	REGISTERED		25
	25 - Clothing
118988		A LINE ANNE KLEIN	6/17/1996	8-66448	5/22/1998	4147036	REGISTERED		14
	14 - Personal ornaments; jewelry/rough gemstones/imitations of jewelry; clocks/watches.
118987		A LINE ANNE KLEIN	6/17/1996	8-066451	11/14/1997	4081537	REGISTERED		25
	25 - Clothing, garters, stocking suspenders, braces, waistbands, belts, footwear, special sporting/ gymnastic wear, and special sporting and gymnastic footwear.
247119		AK ANNE KLEIN	6/6/2005	2005-050214	4/7/2006	4943594	REGISTERED		18,25,35
	18 - Metal fittings for bags, purse clasps, leather containers, clothing for pets, bags or the like, pouches or the like, portable toiletry article cases, umbrellas and parasols, sticks, canes, fittings of metal for canes, cane handles, horse-riding equipment, leather.
	25 - Clothing, garters, sock suspenders, braces, bands, belts, footwear, costumes for dressing-up, special sporting and gymnastic wear, special sporting and gymnastic footwear
	35 - Advertising and publicity services, online advertising on a computer network, providing online information on commodity sales, order processing agencies for online sales

Owner Trademark Report by Mark Printed: 5/7/2009 Page 56

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAPAN continued ...
T30354JP01		AK ANNE KLEIN	10/27/2006	2006100336	8/10/2007	5070313	REGISTERED		03,09,14 18,25
	03 - Antistatic agents for home use, Defatting agents for home use, Rust removing preparations, Benzine for removing stains, Softener for laundry use, Laundry bleaches, Gums for wigs, Adhesives for false eyelashes use, Laundry starches, “Funori” for laundry use, Stripping agents for paint, Shoe cream, Shoe polish, Polishing agents, Soaps & the like, Dentifrices, Cosmetics, Fragrances and flavorings, Sand papers, Grinding cloth, Grinding sands, Artificial pumice stones, Polishing papers, Polishing cloth, False nails, False eyelashes
	09 - Ear plugs, Processed glass (excluding those for building use), Arc-welding machines, Metal cutting machines, Electric welding apparatus, Ozone generators, Electrolysers, Egg graders, Cash registers, Coin counting or selecting machines, Job recording machines, Photo-copying machines, Hand calculators, Drawing or drafting machines and instruments, Time stamping machines, Time recorders, Punch card system machines, Vote computing machines, Billing machines, Postage stamp checking apparatus, Automatic vending machines, Gasoline station equipment, Coin-operated gates for car parks, Life saving apparatus and equipment, Fire extinguishers, Fire hydrants, Nozzles for fire hoses, Fire-extinguishing sprinkler system, Fire alarm systems, Gas leakage alarm apparatus, Anti-theft warning apparatus, Protective helmets, Railway signal machines, Triangular signs for warning of vehicle accident, Luminous or mechanical road sign, Diving machines and apparatus, Arcade video game machines, Electrically operated door closing apparatus, Vehicle driving training simulators, Sports training simulators, Physical and chemical apparatus and instruments, Photographic apparatus and instruments, Motion picture apparatus and instruments, Optical apparatus and instruments, Measuring apparatus and instruments, Electrical distribution or control machines and apparatus, Rotary converters, Phase modifiers, Batteries, Electrical and magnetic measuring instruments, Electric wires and cables, Electric irons, Electric hair-curlers, Electric buzzers, Electrical communication machines and apparatus, Electronic machines/instruments & their parts/fittings, Magnetic cores, Resistance wires, Electrodes, Fireboats, Rockets, Fire engines, Cigar lighters for cars, Gloves for protection against accident, Dust masks, Gas masks, Welding masks, Clothing for protection against fire, Glasses, Video game apparatus for personal use, Electronic circuits and CD-ROMs on which programs for hand-held games with liquid crystal displays are recorded, Slot machine, Weight belts, Wet suits, Inflatable swimming floats, Protective helmets for sports, Air tanks, Swimming floatboards, Regulators, Records, Metronomes, Electronic circuits and CD-ROMs on which automatic performance programs for electronic musical instruments are recorded, Slide rules, Cinematographic films, Transparencies, Slide film mounts, Pre-recorded video discs and video tapes, Electronic publications
	14 - Precious metals, Key holders, Tableware of precious metals, Nut-crackers, pepper pots, sugar bowls, saltshakers, egg stands, napkin holders, napkin rings, trays, toothpick stands of precious metal, Needle cases of precious metal, Candle extinguishers and candlesticks of precious metal, Jewel cases of precious metal, Vases and flower bowls of precious metal, Trophies, Commemorative shields, Personal ornaments, Purses and wallets of precious metal, Jewels and their raw ores and imitations of jewels, Compacts of precious metal, Shoe decorations of precious metal, Clocks and watches, Smokers’ articles of precious metal
	18 - Metal fittings for bags, Purse clasps, Leather containers, Clothing for pets, Bags or the like, Pouches or the like, Portable toiletry article cases, Umbrellas and parasols, Sticks, Canes, Fittings of metal for canes, Cane handles, Horse-riding equipment, Leather
	25 - Clothing; Garters; Sock suspenders; Braces; Bands; Belts; Footwear; Costumes for dressing-up; Special sporting and gymnastic wear; Special sporting and gymnastic footwear
118460		AK2 (Stylized)/ANNE KLEIN [Square Logo]	2/19/2001	2001-013335	11/30/2001	4526001	REGISTERED		18,25
	18 - Leather, bags/pouches and the like, vanity cases, metal fittings for bags, purse clasps, umbrellas and parasols, walking sticks, canes, metal fittings for canes, walking stick/cane handles, equestrian equipment, and pet accessories.
	25 - Clothing, garters, stocking suspenders, braces, waistbands, belts, footwear, costumes for masquerades, special sporting/gymnastic wear and special sporting/gymnastic footwear.
118424		ALBERT NIPON	12/24/1993	128063/93	11/29/1996	3222649	REGISTERED		25
	25 - Non-Japanese style outerwear, coats, sweaters and the like, shirts and the like, nightwear, underwear, collar protectors, socks and stockings, shawls, scarves, gloves, neckties, mufflers, hats, caps and belts.
118318		ALBERT NIPON	3/16/1982	21270/82	7/23/1987	1968395	REGISTERED		3
	3 - Soaps, dentifrices, cosmetics, fragrances and flavorings. (Local Class 4)
118581		ANNE KLEIN	3/16/1971	46-26101	5/6/1975	1120332	REGISTERED		25
	25 - Clothing. (Local Class 17)
118586		ANNE KLEIN (English and Katakana)	12/17/1973	48-196640	6/27/1980	1420023	REGISTERED		3
	3 - Soaps (excluding those belonging to medicines and drugs); dentifrices, cosmetics (excluding those belonging to medicines and drugs); and fragrances and flavorings.
118583		ANNE KLEIN (English and Katakana)	12/17/1973	48-196643	12/22/1978	1362979	REGISTERED		21,14,26 18
	21 - Personal ornaments and accessories; toiletries. (Local Class 21)
	14 - Jewels and imitation jewels. (Local Class 21)
	26 - Buttons; artificial flowers. (Local Class 21)
	18 - Bags and pouches. (Local Class 21 )
118722		ANNE KLEIN (English and Katakana)	12/17/1973	48-196644	6/30/1981	1466381	REGISTERED		18,25
	18 - Umbrellas and parasols, walking sticks, canes, metal fittings for canes and walking stick/cane handles.
	25 - Footwear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 57

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAPAN continued ...
118588		ANNE KLEIN (English and Katakana)	12/17/1973	48-196641	4/30/1981	1459020	REGISTERED		24,26
	24 - Woven fabrics, knitted fabrics, felt and non-woven textile fabrics, oilcloths, gummed cloths, vinyl cloths, rubberized cloths, leather cloths, and filter cloths.
	26 - Knit lace fabrics, embroidered lace fabrics, tapes, ribbons, tassels and the like.
118589		ANNE KLEIN (English and Katakana)	7/25/1975	50-97538	4/30/1981	1459049	REGISTERED		9,14
	9 - Spectacles.
	14 - Clocks and watches.
118582		ANNE KLEIN (Script with	4/10/1973	48-59714	11/1/1976	1229725	REGISTERED		25
	25 - Ladies’ shirts; sweaters; coats; suits; jackets; pants; skirts and dresses, and all other goods belonging to this class.
118486		ANNE KLEIN 2	7/7/2000	2000-079375	5/18/2001	4475406	REGISTERED		18
	18 - Leather, bags/pouches and the like, vanity cases, metal fittings for bags, purse clasps, umbrellas and parasols, walking sticks, canes, metal fittings for canes, walking stick/cane handles, equestrian equipment, and pet accessories.
118856		ANNE KLEIN II (stylized)	10/11/1989	1-114856	9/30/1992	2456602	REGISTERED		20,21,24 25
	20 - Cushions, Japanese floor cushions, pillows, and mattresses.
	21 - Gloves for household purposes.
	24 - Personal articles of woven textile (not for wear), mosquito nets, bed sheets, futon and quilts, futon and quilts cases (linen), futon ticks (unstuffed futon), pillowcases (pillow slips) and blankets.
	25 - Clothing.
T30276JP00		ANNE KLEIN NEW YORK	10/27/2006	2006100337	8/10/2007	5070314	REGISTERED		03,09,14 18,25
	03 - Antistatic agents for home use, Defatting agents for home use, Rust removing preparations, Benzine for removing stains, Softener for laundry use, Laundry bleaches, Gums for wigs, Adhesives for false eyelashes use, Laundry starches, “Funori” for laundry use, Stripping agents for paint, Shoe cream, Shoe polish, Polishing agents, Soaps & the like, Dentifrices, Cosmetics, Fragrances and flavorings, Sand papers, Grinding cloth, Grinding sands, Artificial pumice stones, Polishing papers, Polishing cloth, False nails, False eyelashes
	09 - Ear plugs, Processed glass (excluding those for building use), Arc-welding machines, Metal cutting machines, Electric welding apparatus, Ozone generators, Electrolysers, Egg graders, Cash registers, Coin counting or selecting machines, Job recording machines, Photo-copying machines, Hand calculators, Drawing or drafting machines and instruments, Time stamping machines, Time recorders, Punch card system machines, Vote computing machines, Billing machines, Postage stamp checking apparatus, Automatic vending machines, Gasoline station equipment, Coin-operated gates for car parks, Life saving apparatus and equipment, Fire extinguishers, Fire hydrants, Nozzles for fire hoses, Fire-extinguishing sprinkler system, Fire alarm systems, Gas leakage alarm apparatus, Anti-theft warning apparatus, Protective helmets, Railway signal machines, Triangular signs for warning of vehicle accident, Luminous or mechanical road sign, Diving machines and apparatus, Arcade video game machines, Electrically operated door closing apparatus, Vehicle driving training simulators, Sports training simulators, Physical and chemical apparatus and instruments, Photographic apparatus and instruments, Motion picture apparatus and instruments, Optical apparatus and instruments, Measuring apparatus and instruments, Electrical distribution or control machines and apparatus, Rotary converters, Phase modifiers, Batteries, Electrical and magnetic measuring instruments, Electric wires and cables, Electric irons, Electric hair-curlers, Electric buzzers, Electrical communication machines and apparatus, Electronic machines/instruments & their parts/fittings, Magnetic cores, Resistance wires, Electrodes, Fireboats, Rockets, Fire engines, Cigar lighters for cars, Gloves for protection against accident, Dust masks, Gas masks, Welding masks, Clothing for protection against fire, Glasses, Video game apparatus for personal use, Electronic circuits and CD-ROMs on which programs for hand-held games with liquid crystal displays are recorded, Slot machine, Weight belts, Wet suits, Inflatable swimming floats, Protective helmets for sports, Air tanks, Swimming floatboards, Regulators, Records, Metronomes, Electronic circuits and CD-ROMs on which automatic performance programs for electronic musical instruments are recorded, Slide rules, Cinematographic films, Transparencies, Slide film mounts, Pre-recorded video discs and video tapes, Electronic publications
	14 - Precious metals, Key holders, Tableware of precious metals, Nut-crackers, pepper pots, sugar bowls, saltshakers, egg stands, napkin holders, napkin rings, trays, toothpick stands of precious metal, Needle cases of precious metal, Candle extinguishers and candlesticks of precious metal, Jewel cases of precious metal, Vases and flower bowls of precious metal, Trophies, Commemorative shields, Personal ornaments, Purses and wallets of precious metal, Jewels and their raw ores and imitations of jewels, Compacts of precious metal, Shoe decorations of precious metal, Clocks and watches, Smokers’ articles of precious metal
	18 - Metal fittings for bags, Purse clasps, Leather containers, Clothing for pets, Bags or the like, Pouches or the like, Portable toiletry article cases, Umbrellas and parasols, Sticks, Canes, Fittings of metal for canes, Cane handles, Horse-riding equipment, Leather
	25 - Clothing; Garters; Sock suspenders; Braces; Bands; Belts; Footwear; Costumes for dressing-up; Special sporting and gymnastic wear; Special sporting and gymnastic footwear
128		EVAN-PICONE	3/13/1964	10575/1964	12/21/1965	693332	REGISTERED		17
	17 - Clothing, personal articles made of cloth, bedding.
118		EVAN-PICONE	8/9/1985	81731/1985	8/29/1988	2072870	REGISTERED		22
	22 - Footwear (excluding special sporting and gymnastic footwear), umbrellas and parasols, canes, their parts and accessories.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 58

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAPAN continued ...
123		EVAN-PICONE	7/27/1995	25007/1993	2/29/1996	3124092	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
124		EVAN-PICONE	8/9/1985	81732/1985	8/29/1988	2071083	REGISTERED		9,14
	9 - Eyewear.
	14 - Watches
129		EVAN-PICONE (in Katakana)	9/11/1985	92421/1985	11/30/1988	2098661	REGISTERED		18,25
	18 - Bags and the like, Pouches and the like, Vanity cases (not fitted).
	25 - Belts for clothing
127		EVAN-PICONE (in Katakana)		92422/1985	8/31/1989	2160081	REGISTERED		22
	22 - Footwear (excluding special sporting and gymnastic footwear), umbrellas and parasols, canes, their parts and accessories.
311		EVAN-PICONE (in Katakana)	9/11/1985	92423/1985	8/31/1989	2166960	REGISTERED		23
	23 - Time keepers, spectacles, parts and accessories of these goods.
122		EVAN-PICONE (in Katakana)	7/28/1970	78709170	9/12/1987	1298916	REGISTERED		17
	17 - Skirts, slacks, shirts, coats and all other clothing, and all goods belonging to Class 17 (Japanese).
313		EVAN-PICONE SPORT (STYLIZED)	1/8/1991	184/1991	12/26/1997	2723875	REGISTERED		17
	17 - Clothing except clothing for athletic use, fabric apparel accessories, cloth-made personal except those belonging to other classes, bedclothes excluding beds.
132		EVAN-PICONE SPORT (STYLIZED)		185/1991	12/24/1993	2611455	REGISTERED		6,14
	6 - Ferrules of metal for canes and walking sticks
	14 - Shoe ornaments of precious metal
139		EVAN-PICONE with Design	8/9/1985	81735/1985	11/30/1988	2098660	REGISTERED		18,25
	18 - Bags and the like, Pouches and the like, Vanity cases (not fitted).
	25 - Belts for clothing
140		EVAN-PICONE with Design	8/9/1985	81736/1985	1/23/1989	2107469	REGISTERED		25,18
	25 - umbrellas
	18 - footwear
138		EVAN-PICONE with Design	8/9/1985	817737/1985	1/23/1989	2107470	REGISTERED		9,14
	9 - eyewear
	14 - Watches
120		EVAN-PICONE with Design	8/9/1985	81738/1985	3/30/1988	2031842	REGISTERED		25
	25 - Papers, stationery.
121		EVAN-PICONE with Design	8/9/1985	81734/85	5/26/1988	2050604	REGISTERED		17
	17 - Clothing (excluding special sporting and gymnastic clothing), fabric apparel accessories (excluding those belonging to other classes), bedding (excluding beds).
T30124JP00		GLORIA VANDERBILT			2/26/1993	2505192	REGISTERED		24
	24 - Home Furnishings bed and table covers, textiles not otherwise classified
T30124JP01		GLORIA VANDERBILT			11/30/1993	2598961	REGISTERED		24
	24- Home Furnishings
522		JONES NEW YORK	6/14/1994	184214	10/6/2000	4422339	REGISTERED		17
	17 - Clothing except clothing for athletic use, fabric apparel accessories, cloth-made personal except those belonging to other classes, bedclothes excluding beds.
451		JONES NEW YORK	7/21/1989	184215	2/26/1993	2502959	REGISTERED		18,25
	18 - Buttons, bags, pouches, jewels, etc.
	25 -

Owner Trademark Report by Mark Printed: 5/7/2009 Page 59

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAPAN continued ...
453		JONES NEW YORK	7/21/1989	n/a	1/29/1993	2494651	REGISTERED		14,9
	14 - Horological instruments glasses, their parts and accessories
	9 - eyewear
452		JONES NEW YORK	7/21/1989	1-84216	3/31/1995	2705806	REGISTERED		22
	22 - Footwear, umbrellas, and parasols, canes, their parts and acces.
T00103JP04		JONES NEW YORK	3/29/2006	28265	1/19/2007	5020336	REGISTERED		18,25
	18 - Umbrellas and their parts. Walking sticks, canes, metal parts of canes and walking-sticks; handles of canes and walking - sticks
	25 - Footwear
T00103JP05		JONES NEW YORK	4/5/2006	200631012	11/2/2007	5087989	REGISTERED		18,25
	18 - Handbags, wallets, billfolds, change purses key cases and cosmetic bags (sold empty) ; handbag frames, purse frames; industrial packaging containers of leather; clothing for domestic pets; bags and the like; pouches and the like; vanity cases (not fitted); saddlery; leather (uncorked or semi-worked) in International Class 18
	25 - International Class 25
	Clothing designed in New York, U.S.A.; garters designed in New York, U.S.A.; sock suspenders designed in New York, U.S.A.; suspenders (braces) designed in New York, U.S.A.; waistbands designed in New York, U.S.A.; belts for clothing designed in New York, U.S.A.; footwear designed in New York, U.S.A.; masquerade costumes designed in New York, U.S.A.; clothes for sports designed in New York, U.S.A.; boots for sports designed in New York, U. S .A.
T30265JP00		JONES NEW YORK SIGNATURE	12/22/2004	2004117205	5/18/2007	5047720	REGISTERED		025
	025 - Jackets; coats; pants (not being inner pants or sports pants); skirts; dresses; blouses; //knit shirts, knit skirts”./
T30203JP00		JONES NEW YORK	12/22/2004	20004117204	11/2/2007	5087983	REGISTERED		025
	025 - International Class 25
	Clothing designed in New York, U.S.A.; garters designed in New York, U.S.A.; sock suspenders designed in New York, U.S.A.; suspenders (braces) designed in New York, U.S.A.; waistbands designed in New York, U.S.A.; belts for clothing designed in New York, U.S.A.; footwear designed in New York, U.S.A.; masquerade costumes designed in New York, U.S.A.; clothes for sports designed in New York, U.S.A.; boots for sports designed in New York, U. S .A.
T30044JP01		JUDITH JACK	8/10/2001	73380/2001	5/2/2003	4667918	REGISTERED		14,18,25
	14 - Raw ores of jewels, watches and clocks
	18 - Handbags, evening bags, other bags, pouches
	25 - Bands, belts
T30044JP02		JUDITH JACK	7/12/2002	058567/2002	5/21/2004	4771958	REGISTERED		14
	14 - Personal ornaments, jewels and imitation of jewels
T30162JP01		L.E.I.	1/1/1997	1172137	3/12/2004	4755287	REGISTERED		25
	25 - Apparel footwear and headgear
T30154JP01		L.E.I. LIFE ENERGY INTELLIGENCE Design			2/8/2002	4542544	REGISTERED		25
	25 - Apparel footwear and headgear
T30162JP00		L.E.I. Stylized	8/10/1999	1172139	3/12/2004	4755288	REGISTERED		25
	25 - Apparel footwear and headgear
T30157JP00		LIFE ENERGY INTELLIGENCE			11/17/2000	4433731	REGISTERED		25
	25 - Apparel footwear and headgear
118664		Lion Head Design	7/25/1975	50-97546	6/25/1985	1779022	REGISTERED		21
	21 - Personal ornaments and accessories, buttons, bags, pouches, jewels and imitation jewels, artificial flowers and toiletries.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 60

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAPAN continued .
118585		Lion Head Design	7/25/1975	50-97544	4/30/1980	1415504	REGISTERED		24,25
	24 - Cloth-made accessories (excluding those belonging to any other class), and bedding (excluding beds). (Local Class 17)
	25 - Clothing (excluding specialty sportswear). (Local Class 17)
118587		Lion Head Design	7/25/1975	50-97547	3/31/1981	1457948	REGISTERED		18,25
	18 - Umbrellas and parasols, walking sticks, canes, metal fittings for canes and walking-stick/cane handles.
	25 - Footwear.
118580		Lion Head Design	7/25/1975	50-097543	1/30/1979	1368609	REGISTERED		24
	24 - Woven fabrics; knitted fabrics, felt, and cloths.
118590		Lion Head Design	7/25/1975	50-97548	4/27/1983	1583310	REGISTERED		9,14
	9 - Spectacles (eyeglasses and goggles).
	14 - Clocks and watches.
T30007JP00		NAPIER (Stylized)	11/22/1979	88350/79	1/24/1986	1833205	REGISTERED		6,14,26
	6 - Buckles of metal
	14 - personal ornaments, semi-wrought precious stones and their imitations
	26 - Insignias for wear (not of precious metal),badges for wear (not of precious metal), buckles for clothing, brooches for clothing, special sash clips for obi, bonnet pins (not of precious metal), ornamental stickers for front jackets, brassards, buttons and the like.
T30008JP00		NOW YOU’RE DRESSED	7/4/2000	2000-74128	9/21/2001	4508762	REGISTERED		14
	14 - Jewelry and their imitations
142		PICONE with Katakana	9/22/1995	97037/1995	1/28/2000	4355120	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30005JP00		RICHELIEU	3/9/1978	15649/1978	2/26/1982	1499973	REGISTERED		14
	14 - GOODS NOT LISTED.
T30164JP00		Slanted Bubble Design			1/5/2001	4443555	REGISTERED		25
	25 - Apparel footwear and headgear
JORDAN
T30276J00		AK ANNE KLEIN	5/30/2005	80205	5/30/2005	80205	REGISTERED		25
	25 - Clothing footwear headgear, belts, scarves, neckties, socks and stocking
247157		AK ANNE KLEIN	5/30/2005	80204	5/30/2005	80204	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags; shoulder bags; evening bags; cosmetic bags (sold empty); cosmetic cases (sold empty); cosmetic pouches (sold empty); grooming kits (sold empty); leather shoulder belts; wallets; billfolds; credit card cases; business card cases; key cases; key fobs; passport cases; coin purses; coin/key purses; carry-all clutches; check book clutches; clutch purses; general purpose purses; pouches; book bags; belt bags; leather and textile shopping bags (sold empty); tote bags; saddle bags; roll bags; sling bags; travel bags; overnight bags; weekender bags; duffel bags; suit bags; garment bags for travel; gym bags; athletic bags; beach bags; tie cases; waist packs; fanny packs; backpacks; knapsacks; attache cases; briefcases; briefcase type portfolios; leather envelopes for carrying personal papers; secretaries; satchels; suitcases; luggage; trunks; umbrellas; beach umbrellas; parasols; walking sticks.
247159		AK ANNE KLEIN	5/30/2005	80737	4/3/2006	80737	REGISTERED		35
	35 - Advertising and publicity services; online services; the bringing together for the benefit of others, of a variety of good (eXcluding the transport thereof), enabling customers to conveniently view and purchase those goods
118802		ANNE KLEIN	6/7/1998	50188	6/7/1998	50188	REGISTERED		25
	25 - Clothing, footwear, headgear.
118691		ANNE KLEIN	1/22/1985	22634	1/22/1985	22634	REGISTERED		3
	3- Men’s & women’s fragrances; skin care; cosmetic; bath & related beauty care products
205		EVAN-PICONE	7/29/1982	18781	7/29/1989	18781	REGISTERED		25
	25 - Clothing, footwear, headgear.
351		JONES NEW YORK	6/11/1997	46169	6/11/1997	46169	REGISTERED		25
	25 - Clothing, footwear, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 61

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JORDAN continued ...
352		JONES NEW YORK	6/11/1997	46166	6/11/1997	46166	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
KENYA
225235		KASPER	11/17/2004	56759	11/17/2004	56759	REGISTERED		25
	25 - Clothing, footwear, headgear.
KUWAIT
118816		ANNE KLEIN	2/17/1999	42387	2/17/1999	39327	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, dresses, blouses, sweaters and belts; hosiery, including stockings, pantyhose, knee-high or thigh-high stockings, cut-and-sewn specialty tights (or stockings) and socks
118814		ANNE KLEIN	2/17/1999	42384	2/17/1999	38832	REGISTERED		9
	9 - Sunglasses, ophthalmic eyeglass frames.
118813		ANNE KLEIN	2/17/1999	42386	2/17/1999	39326	REGISTERED		18
	18 - Leather goods-namely, Cosmetic cases, clutches, purses, wallets, billfolds, credit card cases, checkbook holders, key cases, pouches, travel kits and passport cases, pocketbooks.
118815		ANNE KLEIN	2/17/1999	42385	2/17/1999	39325	REGISTERED		14
	14 - Jewelry, watches.
118733		ANNE KLEIN & Lion Head Design	3/7/1992	25299	3/7/1992	23487	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts, gloves, knitted headwear, mufflers, swimwear, socks, scarves, shawls, boots, shoes and slippers and all other goods falling in this class.
T00103KW01		JONES NEW YORK	9/7/2004	66151	9/7/2004	65641	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T00103KW02		JONES NEW YORK	2/10/2006	75371	2/27/2006	65051	REGISTERED		25
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits; Outerwear namely, overcoats, capes, jackets, coats jackets and stoles made of fur, coats and jackets made of leather and rainwear; Intimate Apparel namely, sleepwear namely, pajamas, nightshirts, nightgowns and robes; intimate apparel namely, panties, brassieres, petticoats, slips half-slips, chemises, teddies, garter belts, girdles, tank tops and boxers briefs; hosiery namely, pantyhose, socks, leotards, tights and leggings; Swimwear and swimwear cover-ups; Fashion accessories namely, belts and suspenders; scarves, shawls, hats, mittens and gloves; Footwear namely, shoes, boots, sandals, sneakers and slippers; Active wear namely, sweatshirts sweatpants, warm-up jackets, tennis and racquetball outfits, crew shirts and baseball jackets; jogging and running warm-up jackets and tennis skirts
T30044KW00		JUDITH JACK	3/27/2002	539962	3/27/2002	44350	REGISTERED		14
	14 - Jewelry and watches
T30044KW01		JUDITH JACK	3/27/2002	53963	3/27/2002	44382	REGISTERED		18
	18 - Handbags
T30044KW02		JUDITH JACK	3/27/2002	53964	3/27/2002	44383	REGISTERED		25
	25 - Clothing
LATVIA
118765		ANNE KLEIN	2/8/1994	M-94-381	12/21/1996	M34846	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts, gloves, scarves, mufflers, shawls, swimwear, hosiery, stockings, pantyhose, tights, socks, footwear and headgear.
T30162LV00		L.E.I.			11/20/2000	M46779	REGISTERED		25
	25 - Apparel footwear and headgear
T30154LV01		L.E.I. LIFE ENERGY INTELLIGENCE Design			12/20/1999	M45049	REGISTERED		25
	25 - Apparel footwear and headgear
T30157LV00		LIFE ENERGY INTELLIGENCE			11/20/2000	M46778	REGISTERED		25
	25 - Apparel footwear and headgear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 62

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
LATVIA continued...
T30157LV01		LIFE ENERGY INTELLIGENCE			11/20/2000	M46778	REGISTERED		25
	25 - Apparel footwear and headgear
LEBANON
T30276LB00		AK ANNE KLEIN	3/4/2008	1630	4/8/2008	115721	REGISTERED		03,09,14 18,25,35
	03 -
	09 -
	14 -
	18 -
	25 -
	35 -
118800		ANNE KLEIN	6/27/1997	1720	7/21/1997	72916	REGISTERED		9
	9 - All goods in Class 9.
118692		ANNE KLEIN	9/22/1984	4289	9/22/1984	82003	REGISTERED		3
	3 - Men’s and women’s fragrances, skin care, care, cosmetic, bath and related beauty care products.
118924		ANNE KLEIN II	10/3/1996	3034	10/31/1996	70594	REGISTERED		25
	25 - All goods in Class 25.
396		JONES NEW YORK	8/4/1997	24302	10/9/1997	73101	REGISTERED		18,25
	18 - Leather, and imitations of leather, and goods made of these materials and not included in other classes : animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, foot wear, headgear.
	25-
T00103LB01		JONES NEW YORK	8/9/2004	99008	8/9/2004	99008	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30044LB00		JUDITH JACK	1/3/2002	140	1/3/2002	89391	REGISTERED		14,18,25
	14 - Jewelry;
	18 - Handbag
	25 - Belts
LITHUANIA
118764		ANNE KLEIN	2/10/1994	ZP 14752	2/10/1994	24970	REGISTERED		25
	25 - Clothing, footwear and headgear.
T30162LT00		L.E.I.			9/14/2000	40110	REGISTERED		25
	25 - Apparel footwear and headgear
T30155LT00		L.E.I. Design			9/14/2000	40111	REGISTERED		25
	25 - Apparel footwear and headgear
T30154LT03		L.E.I. LIFE ENERGY INTELLIGENCE Design				39800	REGISTERED		25
	25 - Apparel footwear and headgear
T30157LT00		LIFE ENERGY INTELLIGENCE			9/14/2000	40109	REGISTERED		25
	25 - Apparel footwear and headgear
MACAO
T30354MO00		AK ANNE KLEIN	11/10/2006	25540	4/20/2007	025540	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30354MO01		AK ANNE KLEIN	11/10/2006	25541	4/20/2007	025541	REGISTERED		09
	09-

Owner Trademark Report by Mark Printed: 5/7/2009 Page 63

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MACAO continued ...
T30354MO02		AK ANNE KLEIN	11/10/2006	25542	4/20/2007	025542	REGISTERED		14
	14 -
T30354MO03		AK ANNE KLEIN	11/10/2006	25543	4/20/2007	025543	REGISTERED		18
	18 -
T30354MO04		AK ANNE KLEIN	11/10/2006	25544	4/20/2007	025544	REGISTERED		25
	25 -
118748		ANNE KLEIN	3/12/1993	12516-M	5/27/1994	12516-M	REGISTERED		25
	25 - Clothing, footwear, and headgear.
T30276MO00		ANNE KLEIN NEW YORK	11/10/2006	25545	4/20/2007	025545	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30276MO01		ANNE KLEIN NEW YORK	11/10/2006	25546	4/20/2007	025546	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276MO02		ANNE KLEIN NEW YORK	11/10/2006	25547	4/20/2007	025547	REGISTERED		14
	14 -
T30276MO03		ANNE KLEIN NEW YORK	11/10/2006	25548	4/20/2007	025548	REGISTERED		18
	18 -
T30276MO04		ANNE KLEIN NEW YORK	11/10/2006	25549	4/20/2007	025549	REGISTERED		25
	25 -
400		JONES NEW YORK	9/26/1997	002578	3/10/1998	002578	REGISTERED		25
	25 - Clothing, footwear, headgear.
401		JONES NEW YORK	9/26/1997	002576	7/6/1998	002576	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30203MO00		JONES NEW YORK	2/3/2005	N016009	8/23/2005	N016009	REGISTERED		025
	025 - jackets; coats; pants (not being inner pants or sports pants); skirts; dresses; blouses; //knit shirts, knit skirts”./
T30181MO00		JONES NEW YORK SIGNATURE	2/3/2005	N016010	8/23/2005	N016010	REGISTERED		025
	025 - jackets; coats; pants (not being inner pants or sports pants); skirts; dresses; blouses; //knit shirts, knit skirts”./
T30162MO00		I.e.i.	5/6/2005	016856	10/7/2005	016856	REGISTERED		25
	25 - apparel, footwear, headgear
118747		Lion Head Design	3/12/1993	12519-M	5/27/1994	12519-M	REGISTERED		25
	25 - Clothing, footwear and headgear.
MALAYA
198		EVAN-PICONE	9/17/1981	M/92240	8/17/1988	M/92240	REGISTERED		25
	25 - Articles of clothing, including boots, shoes and slippers included in Class 25.
MALAYSIA
118966		A (underscored) LINE ANNE	7/8/1993	93/04824	7/8/1993	93004824	REGISTERED		25
	25 - Jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, trousers, jeans, shorts, t-shirts, jump-suits, sweaters, cardigans, hats, belts, (clothing), headbands, lingerie, neckwear, overalls, gloves, scarves, hosiery, stockings, pantyhose, tights, socks, leggings, swimwear and footwear, all being goods included in Class 25.
247165		AK ANNE KLEIN	6/9/2005	5009209	11/22/2007	5009209	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 64

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MALAYSIA continued . ..
207687		AK ANNE KLEIN	8/6/2004	4011407	8/6/2004	4011407	REGISTERED		14
	14 - Jewelry belonging in Class 14 including jewelry made of precious and non-precious metals; watches, clocks and timers
T30354MY04		AK ANNE KLEIN	11/6/2006	06019852	10/3/2008	06019852	REGISTERED		03
	03 - Fragrances and Cosmetics
T30354MY05		AK ANNE KLEIN	11/6/2006	06019853	9/12/2008	06019853	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
118774		ANNE KLEIN	7/12/1994	94005898	7/12/2001	94005898	REGISTERED		25
	25 - HOSIERY, INCLUDING STOCKINGS, PANTYHOSE, KNEE-HIGH OR THIGH-HIGH STOCKINGS, CUT-AND-SEWN SPECIALTY TIGHTS AND STOCKINGS, AND SOCKS; FOOTWEAR ALL INCLUDED IN CLASS 25.
118773		ANNE KLEIN	4/7/1994	94/02647	4/7/1994	94B02647	REGISTERED		14
	14 - Women’s jewelry, watches, clocks and table clocks, all included in Class 14.
118772		ANNE KLEIN	4/7/1994	94/02637	4/7/1994	94/B02637	REGISTERED		9
	9 - Women’s sunglasses included in Class 9.
118732		ANNE KLEIN & Lion Head Design	4/8/1992	92/02181	4/8/1992	92/02181	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts (clothing), gloves (clothing), knitted headwear, mufflers, swimwear, socks, scarves, shawls, shoes and articles of clothing, all included in Class 25.
118775		ANNE KLEIN & Lion Head Design (Label)	6/27/1994	94/05199	6/27/1994	94/05199	REGISTERED
	18 - Billfolds, wallets, purses, checkbook clutches, cosmetic cases, credit card cases, key cases, cosmetic pouches, coin purses, carry-all clutches, coin/key purses, key fobs and handbags, all included in Class 18.
118897		ANNE KLEIN II	6/29/1994	94/05288	6/29/1994	94/05288	REGISTERED		18
	18 - Billfolds, wallets, purses, checkbook clutches, cosmetic cases, credit card cases, key cases, cosmetic pouches, coin purses, carry-all clutches, key purses, key fobs and handbags, all included in Class 18.
118876		ANNE KLEIN II (stylized)	4/8/1992	92/02182	4/8/1992	92/02182	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts (clothing), gloves, knitted headwear, mufflers, swimwear, socks, scarves, shawls, shoes and articles of clothing, all included in Class 25.
T30276MY00		ANNE KLEIN NEW YORK	11/1/2006	06019857	4/3/2008	06019857	REGISTERED		03
	03 - Fragrances and Cosmetics
T30276MY01		ANNE KLEIN NEW YORK	11/1/2006	06019856	11/10/2008	06019856	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276MY03		ANNE KLEIN NEW YORK	11/1/2006	06019854	11/12/2008	06019854	REGISTERED		18
	18 - Handbags and small leather goods
199		EVAN-PICONE	7/12/1990	n/a	7/12/1990	90/04425	REGISTERED		18
	18 - Luggage, handbags, purses, attaché cases, briefcases, camera bags, business and credit card cases, passport cases, wallets, checkbook covers, school bags, tote bags, sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags, portfolios, key fobs and key cases; all being articles made from leather and imitation of leather included in Class 18.
T00066MY01		EVAN-PICONE	N/A	9/17/1992	M092240		REGISTERED		25
	25 -
393		JONES NEW YORK	7/22/1997	97/10623	5/27/2008	97/10623	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins,hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
395		JONES NEW YORK	7/1/1997	97/10622	10/10/2006	97/10622	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30265MY00		JONES NEW YORK SIGNATURE	1/4/2005	05000042	1/4/2005	05000042	REGISTERED		025
	025 - Jackets; coats; pants (not being inner pants or sports pants); skirts; dresses; blouses; //knit shirts, knit skirts”/

Owner Trademark Report by Mark Printed: 5/7/2009 Page 65

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MALAYSIA continued ...
T30203MY00		JONES NEW YORK	1/4/2005	05000043	1/4/2005	05000043	REGISTERED		025
	025 - Jackets; coats; pants (not being inner pants or sports pants); skirts; dresses; blouses; //knit shirts, knit skirts”./
T30162MY00		L.E.I.	2/23/1999	99/07456	2/23/1999	99/07456	REGISTERED		25
	25 - Apparel footwear and headgear
T30154MY03		L.E.I. LIFE ENERGY INTELLIGENCE Design	1/25/1999	-	1/25/1999	99/00541	REGISTERED		25
	25 - Apparel footwear and headgear
T30162MY01		L.E.I. Design	2/13/1999	99/07454	2/22/1999	99/07454	REGISTERED.		25
	25 - Apparel footwear and headgear
T30157MY00		LIFE ENERGY INTELLIGENCE		99/07455	3/8/1999	99/07455	REGISTERED		25
	25 - Apparel footwear and headgear
T30007/MY00		NAPIER (stylized)	5/24/1995	4867/95	2/23/2009	95004867	REGISTERED		14
	14 - JEWELRY MADE OF PRECIOUS AND SEMI-PRECIOUS MATERIALS.
MEXICO
T30338MX01		A (Underscored) LINE ANNE	1/10/1995	221269	1/10/1995	507157	REGISTERED		25
	25 - Jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, trousers, jeans, shorts, t-shirts, skirts, jumpsuits, sweaters, cardigans, hats, belts, headbands, lingerie, neckwear, namely scarves, mufflers, ascots and ties, overalls, gloves, hosiery, stockings (knee-high and thigh-high), pantyhose, tights, socks, leggings, swimwear and footwear (including shoes, boots and slippers), except for
118544		A AMERICAN STYLE and Design	10/14/2002	570589	2/12/2003	778281	REGISTERED		25
	25 - Footwear
118542		A AMERICAN STYLE FLAG DESIGN	10/14/2002	570590	2/12/2003	778282	REGISTERED		25
	25 - Footwear
118537		A and Design	10/14/2002	570596	2/12/2003	778283	REGISTERED		25
	25 - Clothing for adults; namely jackets, raincoats, blouses, skirts, dresses, coats, trousers, shorts, cardigans, bomber jackets, parkas, blazers, shirts, t-shirts, straight-legged trousers, jeans, straight-legged shorts, jumpsuits, sweaters, hats, belts, scarves, neckwear, socks
118538		A and Design	10/14/2002	570595	3/4/2005	865413	REGISTERED		24
	24 - SHEETS, PILLOW CASES, SHAMS, DUST RUFFLES, DUVET COVERS, BLANKETS, COMFORTERS, QUILTS, BATH TOWELS, BEACH TOWELS, WASH CLOTHS, BODY SHEETS AND BATH RUGS
118539		A and Design	10/14/2002	570593	2/20/2003	779245	REGISTERED		14
	14 - Jewelry and costume jewelry; horological and chronometric instruments, parts and accessories thereof, namely, watches, watch bands, watch straps, watch bracelets, watch chains, watch cases
118540		A and Design	10/14/2002	570592	1/31/2003	777369	REGISTERED		9
	9 - EYEGLASS FRAMES, SUN GLASS FRAMES, SUNGLASSES, NON-PRESCRIPTION MAGNIFYING EYEGLASSES, EYEGLASS AND SUN GLASS CASES, EYEGLASS AND SUN GLASS CHAINS AND CORDS, PARTS FOR EYEGLASSES AND SUNGLASSES, CLIP-ON SUN GLASSES, SPECTACLES, EYE SHADES

Owner Trademark Report by Mark Printed: 5/7/2009 Page 66

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MEXICO continued .
118541		A and Design	10/14/2002	570591	2/27/2003	780968	REGISTERED		3
	3 - FACE CREAM, BODY CREAM, BODY LOTION, BODY CLEANSER, BODY EXFOLIATING PREPARATION, HAIR SHAMPOO, HAIR CONDITIONER, EAU DE TOILETTE, PERFUME, FRAGRANCED BODY LOTION, FRAGRANCED BODY CREAM, SKIN CLEANSING LOTION, SKIN CLEANSING GEL, SHAVING FOAM, PRE-SHAVE PREPARATIONS, AFTER SHAVE LOTIONS AND GELS, AFTER SHAVE BALM, ANTI-PERSPIRANT /DEODORANT, NON-MEDICATED ANTI-WRINKLE CREAM, NON-MEDICATED SKIN RENEWAL CREAM, EYE CREAM, BODY OIL, NON-MEDICATED LIP BALM, SKIN BALANCING LOTION, FACIAL SKIN OIL CONTROLLER, SKIN FIRMING PREPARATION, NON-MEDICATED SKIN BLEMISH PREPARATION, FACIAL TONER, BODY TONER, FACIAL CLEANSER, FACIAL EXFOLIATING PREPARATION, BODY AND HAIR SHAMPOO AND CONDITIONER-IN-ONE, EYE MAKEUP REMOVER, FACIAL MAKEUP REMOVER, FACE MASQUE, BODY MASQUE, SKIN REFRESHING LOTION, SKIN REFRESHING CREAM AND GEL, HAIR SPRAY, HAIR MOUSSE, HAIR GEL, HAIR HUMECTANT, NON-MEDICATED HAIR REVITALIZING TREATMENT, BODY SUNSCREEN, FACIAL SUNSCREEN, NON-MEDICATED LIP SUN CARE PREPARATION, HAIR SUNSCREEN, SELF-TANNING PREPARATION IN THE FORM OF TANNING GELS, TANNING LOTIONS AND CREAMS, AFTER SUN SOOTHING MOISTURIZING LOTIONS, AFTER SUN SOOTHING MOISTURIZING CREAMS AND GELS, FOUNDATION MAKEUP, LIPSTICK, LIP GLOSS, EYELINER, EYE SHADOW, MASCARA, SKIN-TONE CORRECTOR, NAMELY MAKEUP, CREAMS AND LOTIONS FOR ENSURING CONSISTENCY IN SKIN TONES, FACE POWDER, BODY POWDER, BRONZER, NAMELY CREAMS, LOTIONS AND GELS FOR GIVING SKIN A BRONZE COLOR FOR USE IN SELF-TANNING, CONCEALER FOR FACE AND BODY, EYEBROW PENCILS, COSMETIC PENCILS, BLUSHER, NAIL ENAMEL, NAIL ENAMEL TOP COAT, NAIL ENAMEL BASE COAT, QUICK DRY TOP COAT FOR NAILS, NAIL CONDITIONERS, NAIL STRENGTHENERS, NAIL POLISH REMOVER, RIDGE FILLER FOR NAILS, NAMELY A CREAM USED IN NAIL CARE FOR ENSURING A SMOOTH SURFACE FOR NAILS, CUTICLE MOISTURIZING CREAM, CUTICLE REMOVING PREPARATIONS, NAIL WHITENER, NAMELY NON-MEDICATED WHITENING CREAM, BATH POWDER, BATH OIL, FACIAL AND BODY OIL SPRAY, SKIN SOAP, POTPOURRI, MASSAGE OIL, ESSENTIAL OILS FOR PERSONAL USE
118509		A LINE AMERICAN STYLE and Design	10/14/2002	570600	5/30/2005	884220	REGISTERED		18
	18 - Handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, leather key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, clutch purses, general purpose purses, pouches, check book clutches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, the cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas.
118501		A LINE AMERICAN STYLE and Design	10/14/2002	570602	2/12/2003	778284	REGISTERED		25
	25 - Clothing for adults; namely, jackets, raincoats, blouses, skirts, coats, trousers, shorts, cardigans, bomber jackets, baseball jackets, parkas, blazers, shirts, t-shirts, straight-legged trousers, jeans, straight-legged shorts, jumpsuits, sweaters, hats, belts, scarves, neckwear, socks and leggings
118500		A LINE AMERICAN STYLE and Design	10/14/2002	570601	10/22/2003	810547	REGISTERED		24
	24 - SHEETS, PILLOW CASES, SHAMS, DUST RUFFLES, DUVET COVERS, BLANKETS, COMFORTERS,QUILTS, BATH TOWELS, BEACH TOWELS, WASH CLOTHS, BODY SHEETS
118526		A LINE AMERICAN STYLE and Design	10/14/2002	570599	1/13/2003	774431	REGISTERED		14
	14 - Jewelry and costume jewelry; horological and chronometric instruments, parts and accessories thereof, namely, watches, watch bands, watch straps, watch bracelets, watch chains, watch cases
118543		A LINE AMERICAN STYLE and Design	10/14/2002	570598	1/31/2003	777370	REGISTERED		9
	9 - EYEGLASS FRAMES, SUN GLASS FRAMES, SUNGLASSES, NON-PRESCRIPTION MAGNIFYING EYEGLASSES, EYEGLASS AND SUN GLASS CASES, EYEGLASS AND SUN GLASS CHAINS AND CORDS, PARTS FOR EYEGLASSES AND SUNGLASSES, CLIP-ON SUN GLASSES, SPECTACLES, EYE SHADES
T30276MX00		AK ANNE KLEIN	10/10/2007	888123	10/10/2007	1008851	REGISTERED		03
	03 -
T30276MX01		AK ANNE KLEIN	10/10/2007	888124	10/10/2007	1008852	REGISTERED		9
	9-
T30276MX02		AK ANNE KLEIN	10/10/2007	888125	10/10/2007	10088123	REGISTERED		14
	14 - watches
T30276MX03		AK ANNE KLEIN	10/10/2007	888126	10/10/2007	1008854	REGISTERED		18
	18 -
T30276MX04		AK ANNE KLEIN	10/10/2007	888127	10/10/2007	1008855	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 67

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MEXICO continued...
T30276MX05		AK ANNE KLEIN	10/10/2007	888128	10/10/2007	1008856	REGISTERED		35
	35 -
126812		AK ANNE KLEIN	5/12/2003	600274	11/10/2003	811952	REGISTERED		24
	24 - Sheets, pillow cases, shams, dust ruffles, duvet covers, blankets, comforters, quilts, bath towels, beach towels, towels, body sheets and bath rugs; hand towels made of textile; table linens, namely, napkins and place mats.
118411		ALBERT NIPON	4/28/1992	138526	4/28/1992	458197	REGISTERED		25
	25 - Clothing, footwear, headgear.
118782		ANNE KLEIN	7/22/1994	206204	7/22/1994	473618	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones, horological and other chronometric instruments, particularly, jewelry, watches, clocks and table clocks.
126811		ANNE KLEIN	5/12/2003	600272	10/27/2003	810361	REGISTERED		24
	24 - Sheets, pillow cases, shams, dust ruffles, duvet covers, blankets, comforters, quilts, bath towels, beach towels, towels, body sheets and bath rugs; hand towels made of textile; table linens, namely, napkins and place mats.
118484		ANNE KLEIN	2/28/2000	413133	4/30/2003	789049	REGISTERED		9
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire extinguishing apparatus.
118781		ANNE KLEIN	7/22/1994	206203	7/22/1994	497545	REGISTERED		25
	25 - Clothing, footwear, headgear, particularly coats, suits, jackets, pants, shirts, dresses, blouses, sweaters, belts, hosiery, stockings (knee-high and thigh- high), pantyhose, tights, socks, leggings, swimwear, gloves, scarves, mufflers, shawls, headgear and footwear (including shoes, boots and slippers).
118859		ANNE KLEIN II (stylized)	3/26/1990	83957	3/26/1990	403135	REGISTERED		9
	9 - Sunglasses and in general scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus.
126813		ANNE KLEIN NEW YORK	5/12/2003	600273	10/17/2003	810362	REGISTERED		24
	24 - Sheets, pillow cases, shams, dust ruffles, duvet covers, blankets, comforters, quilts, bath towels, beach towels, towels, body sheets and bath rugs; hand towels made of textile; table linens, namely, napkins and place mats.
T30393MX06		ANNE KLEIN NEW YORK	10/10/2007	888129	10/10/2007	1008857	REGISTERED		03
	03 -
T30393MX07		ANNE KLEIN NEW YORK	10/10/2007	888130	10/10/2007	1008858	REGISTERED		9
	9-
T30393MX08		ANNE KLEIN NEW YORK	10/10/2007	888131	10/10/2007	1008859	REGISTERED		14
	14 - watches
T30393MX09		ANNE KLEIN NEW YORK	10/10/2007	888132	10/10/2007	1008860	REGISTERED		18
	18 -
T30393MX10		ANNE KLEIN NEW YORK	10/10/2007	888133	10/10/2007	1008861	REGISTERED		25
	25 - Shoes
T30393MX12		ANNE KLEIN NEW YORK	10/10/2007	888134	10/10/2007	1008862	REGISTERED		35
	35 -
T00035MX01		CODE BLEU	6/15/2005	723191	6/15/2005	918766	REGISTERED		25
	25 - Men’s, women’s and children’s jeans, shorts, jackets, skirts, vest shirts, and other clothing, garters, sock suspenders, braces, bands, belts, footwear, special sporting and gymnastic footwear, polo shirts, jogging suits, coats, warm-up suits, hats, neckties, scarves, jumpsuits, sweaters, pajamas, nightshirts and robes, women’s and girls dresses, skirts blouses. jumpers, nightgowns, intimate apparel, panties, bras, petticoats, slips ,half-slips, camisoles, chemises, teddies, garter belts, garters, girdles, pantaloons, tap pants, tank tops, pantyhose, leotards, leggings, tights, men’s and boy’s underwear, briefs and boxer shorts,

Owner Trademark Report by Mark Printed: 5/7/2009 Page 68

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MEXICO continued ...
T30103MX02		CURRANTS	1/22/2005	698532	11/22/2005	908843	REGISTERED		25
	25 - Clothing, footwear and headgear, including shoes for women, men and children, slippers, football and golf shoes, shirts, blouses, skirts, pants, coats, vests, socks, dresses, suits, belts, lingerie, underwear, pajamas, t-shirts, hats, caps, ties, stockings, jerseys, sweaters, bathing suits, sweat pants and shirts, scarves, uniforms, robes
T30121 MX00		DESIGN STUDIO	8/21/2002	562238	8/21/2002	764064	REGISTERED		14
	14 - Jewelry
190		E.P.S. EVAN-PICONE SPORT with Design	7/11/1991	n/a	7/11/1991	409905	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30107MX08		ERIKA	12/16/2003	634527	1/29/2004	820151	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery
T30108MX01		ERIKA COLLECTION	12/16/2003	634530	1/29/2004	820152	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery
T30107MX06		ERIKA DRESSES	12/16/2003	634533	1/29/2004	820154	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery
T30107MX05		ERIKA SPORT	12/16/2003	634532	1/29/2004	820153	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery
182		EVAN-PICONE		N/A	7/11/1991	472357	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00066MX03		EVAN-PICONE	3/17/2005	707984		905097	REGISTERED		18
	18 - Handbags and small leather goods
194		JONES NEW YORK	7/27/1989	n/a	7/27/1989	388839	REGISTERED		25,9,018
	25 - All kinds of Garments (Except protection and pet garments)
	9 - eyewear
	018 - handbags and pet garments
193		JONES NEW YORK	7/27/1989	n/a	7/27/1989	388841	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
179		JONES NEW YORK			7/27/1989	388840	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
T00103MX03		JONES NEW YORK	7/31/2003	612621	7/31/2003	841602	REGISTERED		9
	9 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
T30044MX03		JUDITH JACK	9/20/2001	507880	5/31/2002	750272	REGISTERED		25
	25 - BELTS
T30044MX04		JUDITH JACK	9/20/2001	507879	5/31/2002	750271	REGISTERED		14
	14 - WATCHES AND JEWELRY
118391		KASPER	11/21/2002	576248	6/9/2004	836458	REGISTERED		25
	25 - Clothing, footwear and headgear
T30162MX02		L.E.I.	8/31/2001	504821	8/26/2008	1055925	REGISTERED		18
	18 - HANDBAGS and LEATHER GOODS
T30154MX00		L.E.I. LIFE ENERGY INTELLIGENCE Design	3/15/1999	367451	9/17/1999	622720	REGISTERED		25
	25 - Apparel footwear and headgear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 69

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MEXICO continued ...
T30154MX15		L.E.I. LIFE ENERGY INTELLlGENCE/full original logo	8/31/2001	504815	11/30/2001	726270	REGISTERED		18
	18 - HANDBAGS and LEATHER GOODS
T30154MX10		L.E.I. LIFE ENERGY INTELLlGENCE/full updated logo	8/31/2001	504814	11/30/2001	726269	REGISTERED		18
	18 - HANDBAGS and Leather Goods
T30154MX24		L.E.I. and Design	5/3/2003	591075	6/30/2008	1047505	REGISTERED		16
	16 -
T30154MX07		Leibnitz Design	3/31/2001	418917	10/23/2000	675370	REGISTERED		25
	25 - Apparel footwear and headgear
T30157MX01		LIFE ENERGY INTELLIGENCE	8/31/2001	504817	10/29/2004	858032	REGISTERED		16
	16 - Paper, cardboard and goods made from these materials, not included in other classes; printed matter; bookbinding material; photographs; stationery; adhesives for stationery or household purposes; artists’ materials; paint brushes; typewriters and office requisites (except furniture); instructional and teaching material (except apparatus); plastic materials for packaging (not included in other classes); printers’ type; printing blocks.
T30157MX02		LIFE ENERGY INTELLIGENCE	8/31/2001	504818	10/30/2001	723060	REGISTERED		18
	18 - HANDBAGS and LEATHER GOODS
T30154MX03		LIFE ENERGY INTELLIGENCE Design	11/27/1997	315783	4/28/1999	607337	REGISTERED		25
	25 - Apparel footwear and headgear
118498		Lion Head Design	2/28/2000	413135	2/28/2000	659606	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
118485		Lion Head Design	2/28/2000	413134	2/28/2000	655474	REGISTERED		9
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus.
T30094MX00		NORTON MCNAUGHTON	6/14/1994	202101	6/14/1994	482534	REGISTERED		25
	25 - apparel, footwear, headwear
T30162MX04		THE ORIGINAL L.E.I. DENIM JEANS Design	8/31/2001	504811	3/25/2009	1077824	REGISTERED		18
	18 - HANDBAGS and LEATHER GOODS
MONGOLIA
940		JONES NEW YORK SPORT	6/29/2000	3282	9/14/2000	3117	REGISTERED		25
	25 - Clothing for women and misses, namely knitted and woven skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, footwear; tailored clothing for men namely knitted and woven suits, slacks jackets, pants, sports coats and neckwear
939		JONES NEW YORK SPORT	6/29/2000	3279	9/14/2000	3115	REGISTERED		25
	25 - Clothing for women and misses, namely knitted and woven skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, footwear; tailored clothing for men namely knitted and woven suits, slacks jackets, pants, sports coats and neckwear
MONTSERRAT
T30044MS00		JUDITH JACK			2/22/2002	3259	REGISTERED		10,14,37
	10 - Watches
	14 - Jewelry
	37 - Leather handbags and belts.
NETHERLANDS ANTILLES
118795		ANNE KLEIN	9/11/1996	0-1975	9/11/1996	1938	REGISTERED		18
	18 - All goods in Class 18.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 70

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NETHERLANDS ANTILLES continued ...
118913		ANNE KLEIN II	9/11/1996	D-1976	9/11/1996	1939	REGISTERED		18
	18 - All goods in Class 18.
177		EVAN-PICONE	10/5/2001	D3845		03316	REGISTERED		25
	25 - All types of clothing and accessories including footwear.
368		JONES NEW YORK	6/17/1997	n/a	7/22/1997	03196	REGISTERED		18,25
	18 - Handbags and small leather goods
	25 - apparel and footwear
NEW ZEALAND
118668		ANNE KLEIN	5/3/1984	152560	7/11/1986	B152560	REGISTERED		3
	3 - Men’s and women’s fragrant preparations; skin care, cosmetic, bath and related beauty care products.
118681		ANNE KLEIN & Lion Head Design	1/19/1989	190404	4/28/1992	190404	REGISTERED		14
	14 - All goods in Class 14.
118711		ANNE KLEIN & Lion Head Design	5/31/1990	202237	4/27/1994	202237	REGISTERED		25
	25 - Articles of clothing including boots, shoes and slippers.
178		EVAN-PICONE	9/9/1968	B87944	6/23/1970	87944	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30124NZ07		Floating Swan Design			8/2/1984	154184	REGISTERED		25
	25 - Article of clothing for women and girls
T30124NZ09		GLORIA VANDERBILT & Swan Design			8/8/1994	239745	REGISTERED		25
	25 - clothing
T30124NZ00		GLORIA VANDERBILT (signature)			9/30/1985	141305	REGISTERED		25
	25 - Article of clothing for women and girls
T30124NZ01		GLORIA VANDERBILT (signature)			6/3/1982	142596	REGISTERED		14
	14 - watches and jewelry
T30124NZ02		GLORIA VANDERBILT (signature)			6/3/1982	142597	REGISTERED		18
	18 - Umbrellas, wallets, and bags in this class including travel bags, knapsacks, duffle bags, school bags, handbags, gym bags and brief
336		JONES NEW YORK	6/16/1997	278327	6/16/1998	B278327	REGISTERED		9
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus.
339		JONES NEW YORK	6/16/1997	278328	6/16/1998	B278328	REGISTERED		3
	3 - Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery, essential oils, cosmetics, hair lotions; dentifrices.
332		JONES NEW YORK	6/16/1997	278325	6/16/1998	B278325	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
331		JONES NEW YORK	6/16/1997	278324	6/16/1998	B278324	REGISTERED		25
	25 - Clothing, footwear, headgear.
335		JONES NEW YORK	6/16/1997	278326	6/16/1998	B278326	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
T30162NZ00		L.E.I.			2/23/1996	312789	REGISTERED		25
	25 - Apparel footwear and headgear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 71

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NEW ZEALAND continued ...
T30155NZ00		L.E.I. Design			2/23/1996	312788	REGISTERED		25
	25 - Apparel footwear and headgear
T30154NZ02		L.E.I. LIFE ENERGY INTELLIGENCE Design			1/14/1999	303838	REGISTERED		25
	25 - Apparel footwear and headgear
T30157NZ00		LIFE ENERGY INTELLIGENCE			1/18/2000	312787	REGISTERED		25
	25 - Apparel footwear and headgear
T30005NZ00		RICHELIEU	8/1/1985	160175		160175	REGISTERED		14
	14 - Jewelry, precious stones
T30124NZ03		Swan Device			6/3/1982	142598	REGISTERED		14
	14 - Articles of Jewelry
T30124NZ04		Swan Device			6/3/1982	142599	REGISTERED		18
	18 - Handbags, luggage small leather goods, umbrellas
T30124NZ08		V BY GLORIA VANDERBILT Stylized			6/14/1996	237865	REGISTERED		03
	03 - Cosmetics, toiletries, perfumes, fragrances, essential oils, talc, lotions, shampoos, beauty preparations, and preparations for personal
T30124NZ05		VANDERBILT GLORIA VANDERBILT (signature)			9/27/1988	B148677	REGISTERED		3
	3 - Cosmetics, toiletries, perfumes, fragrances, essential oils, talc, lotions, shampoos, beauty preparations, and preparations for personal
T30124NZ06		VANDERBILT GLORIA VANDERBILT and Device			8/31/1983	148678	REGISTERED		03
	03 - Cosmetics, toiletries, perfumes, fragrances, essential oils, talc, lotions, shampoos, beauty preparations, and preparations for personal
NICARAGUA
247169		AK ANNE KLEIN	7/6/2005	2005-02163	3/3/2006	0600570	REGISTERED		18,25,35
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
	35 - Advertising and publicity services; retail store services, online services
T30354NI01		AK ANNE KLEIN	11/1/2006	03866	11/21/2007	0703111	REGISTERED		03,09,14
									18
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
	09 - eye glasses and sunglasses
	14 - jewelry and watches
	18 - handbags and wallets
T30276NI00		ANNE KLEIN NEW YORK	11/1/2006	03865	11/21/2007	0703110	REGISTERED		03,09,14
									18,25
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 -

Owner Trademark Report by Mark Printed: 5/7/2009 Page 72

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NICARAGUA continued ...
460		JONES NEW YORK	8/8/1994	9402020	6/9/1995	28695c.c.	REGISTERED		25
	25 - Women’s, Junior Misses and Petites Clothing
T00103NI01		JONES NEW YORK	7/13/2004	200402206	3/9/2005	81654	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30162NI01		L.E.I.		NA	5/10/2000	43822	REGISTERED		25
	25 - Apparel footwear and headgear
T30154NI03		L.E.I. LIFE ENERGY INTELLIGENCE Design		na	5/27/2000	44049	REGISTERED		25
	25 - Apparel footwear and headgear
T30162NI02		L.E.I. Design		NA	5/10/2000	43823	REGISTERED		25
	25 - Apparel footwear and headgear
T30157NI00		LIFE ENERGY INTELLIGENCE		na	5/11/2000	43842	REGISTERED		25
	25 - Apparel footwear and headgear
T30007NI00		NAPIER (Stylized)			11/7/1994	27111 C.C.	REGISTERED		33
	33 - JEWELRY MADE FROM PRECIOUS AND SEMIPRECIOUS METALS, CLOCKS, CUPS PLATES, FLOWER VASES, COCKTAIL MIXERS, CANDELABRUMS, DRESSING TABLE SETS, BABIES’ CUPS, SALAD SETS. SANDWICH SERVERS, BEVERAGE MIXERS, LIQUID MEASURERS, SUCH AS CUPS AND SPOONS, BOTTLE OPENERS, CORKSCREWS, AND CIGARETTE MATCHES AND ASH TRAYS AMD CONTAINERS, SMALL ORNAMENTAL LAMPS, PICTURE FRAMES, BABIES’ RATTLES, WHISTLES, TABLE ORNAMENTS, BOOK MARKERS, DESK ACCESSORIES, CROSSES AND CRUCIFIXES FOR PERSONAL WEAR, BAGS MADE OF METAL MESH, SILK OR LEATHER WITH METAL FRAMES, PURSES OF METAL MESH OR LEATHER WITH METAL TRIMMINGS, MATCH AND CIGARETTE CASES, FLASKS, RIGID COIN CASES, CARD CASES, LIP-SALVE CONTAINERS, MEN’S BELT BUCKLES, WOMEN’S ORNAMENTAL BUCKLES, TIE CLIPS, KEY CHAINS, CUFF LINKS, KEY CASES, ORNAMENTAL KEY TOPS FOR ATTACHMENT TO STANDARD KEYS TO AID IN DISTINGUISHING ONE SUCH KEY FROM OTHERS, POCKET LIGHTERS, MATCH BOXES, PHOTO CASES, NAIL FILE CASES, BRACELETS, BROOCHES, DRESS CLIPS, BAR PINS, FINGER RINGS, DRESS BUCKLES, SHOE BUCKLES, ORNAMENTAL MOUNTED COMBS, ORNAMENTAL HAIRPINS, BARRETTES, HAIR ORNAMENTS, NECKLACES, LOCKETS AND EARRINGS.
NIGERIA
225236		KASPER	11/24/2004	94734/04	6/14/2007	70766	REGISTERED		25
	25 - Clothing, footwear, headgear.
NORWAY
44185		ALBERT NIPON			11/16/1989	139494	REGISTERED		3
	3 - Perfumes; eau-de-cologne and toilet-water for skin care.
173		E.P.S. EVAN-PICONE SPORT with Design	2/21/1990	900987	9/19/1991	146961	REGISTERED		25
	25 - Clothing for women, namely skirts, pants, shorts, tops, jackets and knitwear, namely sweaters, shirts and skirts.
172		EVAN PICONE SPORT (STYLIZED)	1/16/1991	91.0365	6/17/1993	157086	REGISTERED		25
	25 - Clothing, footwear, headgear.
174		EVAN-PICONE	7/25/1990	903823	7/16/1992	151474	REGISTERED		18
	18 - Articles of luggage, namely, handbags, purses, attache cases, briefcases, business-, credit-, and passport cases made of leather and imitation leather, wallets, checkbook covers, school bags, tote bags, sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags, portfolios and key cases.
461		JNY	8/24/1990	904322	12/23/1992	154014	REGISTERED		25
	25 - Women’s’ apparel, namely vests, t-shirts, sweaters, shorts, skirts, shirts, jackets, pull-on pants and blouses.
T00103NO00		JONES NEW YORK	12/13/2006	200614721	5/23/2007	239326	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists); non-prescription sunglasses; non-prescription reading glasses.
T30162NO00		L.E.I.		na	12/16/1999	200725	REGISTERED		25
	25 - Apparel footwear and headgear
T30155NO00 L.E.I.		Design		na	12/16/1999	200726	REGISTERED		25
	25 - Apparel footwear and headgear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 73

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NORWAY continued ...
T30154NO02		L.E.I. LIFE ENERGY INTELLIGENCE Design			6/4/1999	197827	REGISTERED		25
	25 - Apparel footwear and headgear
T30157NO00		LIFE ENERGY INTELLIGENCE			11/11/1999	200247	REGISTERED		25
	25 - Apparel footwear and headgear
T30007NO00		NAPIER (Stylized)	5/15/1987	891977	7/19/1990	142069	REGISTERED		14
	14 - GOODS NOT LISTED.
OMAN
247174		AK ANNE KLEIN	7/6/2005	36964	8/1/2006	36964	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services
247173		AK ANNE KLEIN	7/6/2005	36963	8/1/2006	36963	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
247172		AK ANNE KLEIN	7/6/2005	36962	10/30/2006	36962	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coinlkey purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
PANAMA
247177		AK ANNE KLEIN	6/1/2005	142725	6/1/2005	142725	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services
247175		AK ANNE KLEIN	6/1/2005	142722	6/1/2005	142722	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coinlkey purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
247176		AK ANNE KLEIN	6/1/2005	142723	6/1/2005	142723	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
124237		ALBERT NIPON	10/6/2003	131108	10/6/2003	131108	REGISTERED		3
	3 - Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery, essential oils, cosmetics, hair lotions; dentifrices.
118718		ANNE KLEIN & Lion Head Design	8/3/1990	54115	6/23/1994	54115	REGISTERED		25
	25 - Clothing, namely coats, suits, jackets, pants, shirts, dresses, blouses, sweaters and belts.
T30276PA03		ANNE KLEIN NEW YORK	11/8/2006	156533	11/8/2006	156533	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
573		CODE BLEU		43409	11/18/1987	43409	REGISTERED		25
	25 - Clothing, footwear, headgear.
171		EVAN-PICONE	11/30/1983	034586	10/29/1984	034586	REGISTERED		25
	25 - Clothing for Women and Misses, namely, skirts, suits, slacks, shorts, blouses, dresses, coats, sweaters, scarves, vests, jackets, camisoles, knickers, culottes, hosiery, footwear, robes and nightgowns; tailored clothing for men, namely, suits slacks, jackets, pants, shorts and sport coats; men’s sportswear, namely, outer jackets, sweaters, shirts, casual slacks, jeans, shorts, knit pants and knit tops; and men’s dress shirts and neckwear; and active wear for men and women, namely, sweatshirts, jogging suits, running shorts, warm-up jackets, tennis shorts and shirts, racquetball outfits, crew shirts and baseball jackets.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 74

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PANAMA continued .
170		EVAN-PICONE	5/26/1981	002757	8/30/1983	27773	REGISTERED		25
	25 - Clothing, footwear, headgear, skirts, suits, slacks, shorts, blouses, dresses, coats for Women and Misses ..
166		EVAN-PICONE	4/27/1992	060958	1/13/1994	060958	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
387		JONES NEW YORK	9/28/1994	72797	9/28/1994	72797	REGISTERED		25
	25 - Clothing for Women and Misses, namely, skirts, suits, slacks, shorts, blouses, dresses, coats, sweaters, scarves, vests, jackets, camisoles, knickers, culottes, hosiery, footwear, robes and nightgowns; tailored clothing for men, namely, suits slacks, jackets, pants, shorts and sport coats; men’s sportswear, namely, outer jackets, sweaters, shirts, casual slacks, jeans, shorts, knit pants and knit tops; and men’s dress shirts and neckwear; and active wear for men and women, namely, sweatshirts, jogging suits, running shorts, warm-up jackets, tennis shorts and shirts, racquetball outfits, crew shirts and baseball jackets.
T00103PA02		JONES NEW YORK	9/24/2004	13775801	3/23/2005	137758 01	REGISTERED		9
	9 - Men’s and Women’s ophthalmic eyewear, including ophthalmic sunglasses of prescription quality.
T30044PA00		JUDITH JACK	9/28/2001	117356	9/28/2001	117356	REGISTERED		14
	14 - JEWELRY AND WATCHES
T30044PA01		JUDITH JACK	9/28/2001	117358	9/28/2001	117358	REGISTERED		18
	18 - Handbags(No translation of the goods)
T30154PA01		L.E.I. LIFE ENERGY INTELLIGENCE Design			3/12/1999	99324	REGISTERED		25
	25 - Apparel footwear and headgear
T30157PA00		LIFE ENERGY INTELLIGENCE		101908	7/28/1999	101908	REGISTERED		25
	25 - Apparel footwear and headgear
T30007PA00		NAPIER (Stylized)		57274	8/12/1994	57274	REGISTERED		14
	14 - GOODS NOT LISTED.
PARAGUAY
T30276PYOO		AK ANNE KLEIN	10/27/2006	32613/2006	12/10/2007	305995	REGISTERED		03
	03 - Fragrances and Cosmetics
T30276PY01		AK ANNE KLEIN	10/27/2006	32614/2006	12/10/2007	305996	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276PY02		AK ANNE KLEIN	10/27/2006	32615/2006	12/10/2007	305997	REGISTERED		14
	14 - Jewelry and Watches
T30276PY03		AK ANNE KLEIN	10/27/2006	32616/2006	12/10/2007	305998	REGISTERED		24
	24 -
T30276PY04		AK ANNE KLEIN	10/27/2006	32617/2006	12/10/2007	305999	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276PY10		AK ANNE KLEIN	12/1/2006	37583	2/8/2008	307608	REGISTERED		18
	18 - all goods in class
118840		ANNE KLEIN	3/26/1992	4763/92	11/19/1992	245490	REGISTERED		14
	14 - All the articles for Class 14 comprised of among other things: precious metals and their alloys and objects of other materials or plates (except cutlery, forks and spoons), jewelry, precious stones, watches and other chronometric instruments.
118667		ANNE KLEIN & Lion Head Design	12/18/19871	1811/87	6/8/1990	228194	REGISTERED		25
	25 - All goods in Class 25 including clothing, boots, shoes, slippers.
T30276PY05		ANNE KLEIN NEW YORK	10/27/2006	32618/2006	12/10/2007	306000	REGISTERED		03
	03 - Fragrances and Cosmetics

Owner Trademark Report by Mark Printed: 5/7/2009 Page 75

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PARAGUAY continued...
T30276PY06		ANNE KLEIN NEW YORK	10/27/2006	32619/2006	12/10/2007	306003	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276PY07		ANNE KLEIN NEW YORK	10/27/2006	32620/2006	4/25/2008	309936/2008	REGISTERED		14
	14 - Jewelry and Watches
T30276PY08		ANNE KLEIN NEW YORK	11/27/2006	32621/2006	12/10/2007	306001	REGISTERED		24
	24 -
T30276PY09		ANNE KLEIN NEW YORK	10/27/2006	32622/2006	12/10/2007	306002	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30276PY11		ANNE KLEIN NEW YORK	12/1/2006	37584	2/8/2008	307609	REGISTERED		18
	18 - all goods in class
236		EVAN-PICONE	11/11/1992	18316	4/17/1995	176420	REGISTERED		25
	25 - Clothing, footwear, headgear.
462		JONES NEW YORK	7/26/1994	1422594	6/9/1995	280224	REGISTERED		25
	25 - Clothing, footwear, headgear for Women’s, Junior Misses and Petites
T00103PY01		JONES NEW YORK	7/15/2004	188302004	5/13/2005	278145	REGISTERED		9
	9 - eyewear
T30162PY00		L.E.I.		na	3/19/2002	245277	REGISTERED		25
	25 - Apparel footwear and headgear
T30155PY00		L.E.I. Design		na	6/23/2000	225908	REGISTERED		25
	25 - Apparel footwear and headgear
T30154PY02		L.E.I. LIFE ENERGY INTELLIGENCE Design		na	7/21/2000	226994	REGISTERED		25
	25 - Apparel footwear and headgear
T30157PY00		LIFE ENERGY INTELLIGENCE		na	4/3/2000	223917	REGISTERED		25
	25 - Apparel footwear and headgear
T30007PY00		NAPIER (Stylized)	12/21/1992	92/20933	9/27/1993	256924	REGISTERED		14
	14 - All goods in Class 14.
T30007PY01		NAPIER (Stylized)			9/27/2003	256294	REGISTERED		14
	14 - GOODS NOT LISTED
PERU
T30276PE09		AK ANNE KLEIN	9/28/2007	330539	2/29/2008	135587	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
118922		ANNE KLEIN II	9/10/1996	9620765	1/16/1997	32689	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, blouses, dresses, skirts, sweaters, belts, culottes, vests, scarves, mufflers, shawls, gloves, pocket squares, camisoles, swimwear, hosiery (including stockings, pantyhose, knee-high and thigh-high stockings, cut-and-sewn specialty tights or stockings and socks), shoes, sandals, boots, slippers, hats, caps, hoods, cowls and berets and in general all products in this class.
T30276PE03		ANNE KLEIN NEW YORK	11/2/2006	295868	1/18/2007	123742	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
251		EVAN-PICONE	8/3/1990	173265	11/23/1990	88355	REGISTERED		18
	18 - Luggage, handbags, purses, attache cases, briefcases, camera bags, business and credit card cases, passport cases, wallets, checkbook covers, school bags, tote bags, sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags, portfolios, key fobs and key cases.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 76

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PERU continued ...
248		EVAN-PICONE		249091	9/11/1994	81212	REGISTERED		25
	25 - Clothing, footwear, headgear.
463		JONES NEW YORK	4/11/1991	75661	2/21/1995	013580	REGISTERED		25
	25 - Women’s. Junior Misses and Petites Clothing
T00103PE01		JONES NEW YORK	2/10/2006	268911	6/23/2006	00116644	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related
T30181PE00		JONES NEW YORK SIGNATURE	1/5/2004	198782	1/5/2004	98320	REGISTERED		3
	3 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30181PE01		JONES NEW YORK SIGNATURE	1/5/2004	198790	1/5/2004	98322	REGISTERED		09
	09 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
T30181PE02		JONES NEW YORK SIGNATURE	1/5/2004	198781	7/20/2004	98726	REGISTERED		14
	14 - Jewelry and Watches
T30181PE03		JONES NEW YORK SIGNATURE	1/5/2004	198782	1/5/2004	98321	REGISTERED		18
	18 - Luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport cases; umbrellas
T30181PE04		JONES NEW YORK SIGNATURE	1/7/2004	199357	1/7/2004	98414	REGISTERED		25
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits
T30162PE00		L.E.I.		na	10/7/1999	0058188	REGISTERED		25
	25 - Apparel footwear and headgear
T30155PE00		L.E.I. Design		na	10/29/1999	058704	REGISTERED		25
	25 - Apparel footwear and headgear
T30154PE03		L.E.I. LIFE ENERGY INTELLIGENCE Design		na	5/27/1999	0055153	REGISTERED		25
	25 - Apparel footwear and headgear
T30157PE00		LIFE ENERGY INTELLIGENCE		na	10/29/1999	058703	REGISTERED		25
	25 - Apparel footwear and headgear
T30147PE00		Napier (Stylized)	10/15/2002	164210	9/9/2003	00091547	REGISTERED		14
	14 - Jewelry
PHILIPPINES
247178		AK ANNE KLEIN	6/6/2005	4-2005-005174	6/6/2006	4-2005-005174	REGISTERED		t5,25,35
	t5 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
	35 - Advertising and publicity services; retail store services, online services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 77

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PHILIPPINES continued ...
T30354PH01		AK ANNE KLEIN	11/3/2006	42006011963	9/17/2007	42006011963	REGISTERED		3,9,14 18,25
	3 - Fragrances and Cosmetics
	9 - eyewear
	14 - jewelry and watches
	18 - handbags and wallets
	25 - belts, blouses, camisoles, coats, footwear
118842		ANNE KLEIN	12/23/1993	90046	11/5/1996	63814	REGISTERED		14
	14 - Jewelry and watches.
118845		ANNE KLEIN	2/2/1994	90793	5/21/1996	62969	REGISTERED		18
	18 - Pocketbooks and leather goods - namely, cosmetic cases, clutches, purses, wallets, billfolds, credit card cases, checkbook holders, key cases, pouches, travel kits and passport cases.
118848		ANNE KLEIN	2/2/1994	90794	5/21/1996	63070	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, dresses, blouses, sweaters and belts; shoes; hosiery, including stockings, pantyhose, knee-high or thigh-high stockings, cut-and-sewn specialty tights (or stockings) and socks.
T30276PH00		ANNE KLEIN NEW YORK	11/3/2006	042006011962	8/4/2008	042006011962	REGISTERED		3,9,14 18,25
	3- Fragrances ans Cosmetics
	9 - eyewear
	14 - jewelry and watches
	18 - handbags and wallets
	25 - belts, blouses, camisoles, coats, footwear
256		EVAN-PICONE	4/11/1991	75569	11/10/1995	61992	REGISTERED		18
	18 - Handbags and Accessories
T00066PH02		EVAN-PICONE	9/21/2006	42006010496	9/3/2007	42006010496	REGISTERED		025
	025 - Clothing namely, skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, footwear namely; shoes, slippers and neckwear.
T00066PH03		EVAN-PICONE	11/8/2006	012148	12/24/2007	012148	REGISTERED		18
	18 - Handbags and Accessories
T00103PH02		JONES NEW YORK	7/15/2004	42004006289	2/26/2007	42004006289	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related
T30203PH00		JONES NEW YORK	1/7/2005	42005000282	7/17/2006	42005000282	REGISTERED		25
	25 - Apparel, namely, jackets, coats, pants, skirts, dresses, blouses, knitwear, sweaters and jerseys
T30162PH00		L.E.I.	10/4/2002	4200208544	2/5/2007	4200208544	REGISTERED		25
	25 - Apparel footwear and headgear
T30154PH01		L.E.I. LIFE ENERGY	10/4/2002	42002008545	10/4/2002	42002008545	REGISTERED		25
		INTELLIGENCE Design
	25 - Apparel footwear and headgear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 78

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PHILIPPINES continued .
118467		Lion Head Design	11/9/2001	4-2001-000838	5/26/2006	4-2001-0008383	REGISTERED	25,14,18
	25 - Coats, fur coats, overcoats, trench coats, raincoats, anoraks, parkas, blazers, jackets, cardigans, boleros, sport coats, wind resistant jackets, fur stoles, suits, vests, dresses, caftans, evening gowns, jumpers, skirts, pants, slacks, trousers, jeans, dungarees, jumpsuits, overalls, coveralls, flight suits, jogging suits, sweat pants, shorts, skorts, culottes, sweaters, pullovers, jerseys, shirts, formal shirts, blouses, tunics, sweatshirts, t-shirts, halter tops, tank tops, bodysuits, unitards, camisoles, chemises, undershirts, slips, bustiers, garter belts, briefs, boxer shorts, bloomers, underpants, panties, thermal underwear, lingerie, nightgowns, night shirts, negligees, robes, pajamas, aprons, hosiery, pantyhose, tights, knee high stockings, leg warmers, leggings, socks, neckties, bow ties, ascots, pocket squares, handkerchiefs, scarves, shawls, neckerchiefs, gloves, mittens, belts, sashes, cummerbunds, swimwear, bathing suits, beach robes, beachwear, sarongs, ski suits, ski bibs, ski pants, ski gloves, thermal socks, golf shirts, golf pants, golf shorts, tennis shirts, tennis pants, tennis shorts, hats, caps, berets, shoes, boots, slippers, sandals, espadrilles, sneakers.
	14 - Jewelry and costume jewelry; horological and chronometric instruments, parts and accessories thereof, namely, watches, watch bands, watch straps, watch bracelets, watch chains, watch cases; wall clocks, table clocks, alarm clocks, clocks incorporating radios; chronometers; chronographs; decorative items for the home made of precious metal or coated therewith, namely, bowls, platters, serving trays, chargers, jugs, plates, mugs, vases, cache pots, ice buckets, canisters, cruets, pencil boxes, pencil cups, letter openers, desk trays, serving trays, decorative trays, candlesticks, candelabras, candle holders, candle rings, candle snuffers, candle trays, decorative boxes, jewelry boxes, jewelry cases, picture frames, decorative stands, decorative pedestals, cigarette cases, cigarette boxes, cigarette holders, cigarette lighters, ashtrays, nutcrackers, coffee pots, coffee services, tea pots, tea services, tea balls, tea infusers, serviette rings, napkin rings - all made of precious metal or coated therewith; works of art made of precious metal or coated therewith, namely busts,
	18 - Handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas.
POLAND
118806		ANNE KLEIN	9/11/1998	Z-191728	9/11/1998	133169	REGISTERED	14
	14 - Precious metals and their alloys, goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
118763		ANNE KLEIN	2/14/1994	Z-129776	2/14/1994	R-94868	REGISTERED	25
	25 - Clothing, outwear, jackets, suits, sets of clothing, anoraks, trousers, shirts, skirts, blouses, sweaters, belts, gloves, snow-wear, bands, scarves, shawls, swimwear, swimsuits, knitted articles, stockings, tights, footless tights, knitted fabrics, socks, footwear, headgear.
118930		ANNE KLEIN II	9/11/1998	Z-191727	9/11/1998	133099	REGISTERED	14
	14 - Precious metals and their alloys, goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
257		EVAN-PICONE	12/31/1991	Z-104.534	4/29/1994	78017	REGISTERED	25
	25 - Clothing, footwear, headgear.
389		JONES NEW YORK	7/1/1997	Z-175383	9/4/2000	REJ-123273	REGISTERED	18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
T30162PL00		L.E.I.	8/9/1999	Z205807	1/31/2003	142099	REGISTERED	25
	25 - Apparel footwear and headgear
T30154PL02		L.E.I. LIFE ENERGY INTELLIGENCE Design	2/5/1999	na		134862	REGISTERED	25
	25 - Apparel footwear and headgear
T30162PL01		L.E.I. Design	8/9/1999	Z205805	1/31/2003	142097	REGISTERED	25
	25 - Apparel footwear and headgear
T30157PL00		LIFE ENERGY INTELLIGENCE	8/9/1999	Z205806	1/31/2003	142098	REGISTERED	25
	25 - Apparel footwear and headgear
PORTUGAL
118712		ANNE KLEIN & Lion Head Design	6/29/1990	265576	10/22/1992	265576	REGISTERED	25
	25 - Clothing, footwear and headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 79

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PORTUGAL continued...
259		E.P.S. EVAN-PICONE SPORT	3/23/1990	263036 N	9/7/1992	263036	REGISTERED		25
		with Design
	25- Clothing; namely women’s skirts, pants, shorts, tops, jackets, and knitwear — namely, sweaters, shirts and skirts
233		EVAN-PICONE		N/A	1/10/1970	151072 Z	REGISTERED		25
	25 - Clothing, footwear, headgear.
234		EVAN-PICONE	10/30/1990	n/a	12/28/1992	268546 F	REGISTERED		18
	18 - Handbags, purses, brief cases, business and credit card cases, passport cases, wallets, checkbook covers and key cases.
235		EVAN-PICONE SPORT (STYLIZED)	2/21/1991	n/a	2/3/1993	271 480 K	REGISTERED		25
	25 - Clothing, footwear, headgear.
432		JNY	8/22/1990	266840	11/20/1992	266840	REGISTERED		25
	25 - Women’s apparel, namely, vests, T-shirts, sweaters, shorts, skirts, jackets, pull-on pants, blouses.
320		JONES NEW YORK	9/17/1990	267397	12/21/1992	267397	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00103PT01		JONES NEW YORK	3/4/2004	379343	11/23/2004	379343	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related
PUERTO RICO
118441		ALBERT NIPON	10/17/1996	N/A	10/17/1996	39086	REGISTERED		25
	25 - Women’s dresses, shirts, skirts, jackets, coordinated sportswear and outerwear.
118622		ANNE KLEIN	12/1/1977	21311	3/9/1978	21311	REGISTERED		25
	25 - Scarves, shawls, capes and belts. (Local Class 39)
118620		ANNE KLEIN	12/1/1977	21309	3/9/1978	21309	REGISTERED		18
	18 - Handbags and tote bags made of leather.
T30124PR01		GLORIA VANDERBILT			8/29/1984	25606	REGISTERED		25
	25 - clothing and shoes
T30124PR02		GLORIA VANDERBILT & Swan Design			10/19/1994	35344	REGISTERED		25
	25 - clothing and shoes
T30044PR00		JUDITH JACK	12/5/2001	51,391	12/5/2001	51,391	REGISTERED		14
	14 - Jewelry
T30044PR01		JUDITH JACK	12/5/2001	51,390	12/5/2002	51,389	REGISTERED		18
	18 - Leather Goods
T30044PR02		JUDITH JACK	12/5/2001	51,389	12/5/2001	51,390	REGISTERED		25
	25 - Clothing
T30162PR00		L.E.I.		na	8/12/1999	46245	REGISTERED		25
	25 - Apparel footwear and headgear
T30155PR00		L.E.I. Design			8/12/1999	46247	REGISTERED		25
	25 - Apparel footwear and headgear
T30154PR01		L.E.I. LIFE ENERGY INTELLIGENCE Design		na	2/26/1999	44763	REGISTERED		25
	25 - Apparel footwear and headgear
T30157PR00		LIFE ENERGY INTELLIGENCE		na	8/12/1999	46248	REGISTERED		25
	25 - Apparel footwear and headgear

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REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PUERTO RICO continued...
118623		Lion Head Design	12/1/1977	21312	3/9/1978	21312	REGISTERED		25
	25 - Scarves, shawls, capes, and belts.
118621		Lion Head Design	12/1/1977	21310	3/9/1978	21310	REGISTERED		18
	18 - Handbags and tote bags made of leather. (Local Class 3)
T30007PR00		NAPIER (Stylized)			12/19/1994	35192	REGISTERED		14
	14 - GOODS NOT LISTED.
T30124PR00		Swan Design			8/29/1984	25604	REGISTERED		25
	25 - clothing and shoes
QATAR
247179		AK ANNE KLEIN	7/24/2005	36387	5/26/2008	36387	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
247180		AK ANNE KLEIN	7/24/2005	36388	5/26/2008	36388	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
247181		AK ANNE KLEIN	7/24/2005	36389	5/26/2008	36389	REGISTERED		35
	35 - Advertising and publicity services; retail store services, online services
118803		ANNE KLEIN	6/15/1998	18848	11/28/2004	18848	REGISTERED		25
	25 - ALL GOODS IN INTERNATIONAL CLASS 25
ROMANIA
118491		ANNE KLEIN	3/20/2000	M200001285	3/20/2000	43608	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
238		EVAN-PICONE		26086	1/20/1992	R 12472	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30154RO00		L.E.I. LIFE ENERGY		na	2/3/1999	38364	REGISTERED		25
		INTELLIGENCE Design
	25 - Apparel footwear and headgear
T30157RO00		LIFE ENERGY INTELLIGENCE	7/21/1999	na		39200	REGISTERED		25
	25 - Apparel footwear and headgear
SABAH
308		EVAN-PICONE	9/17/1981	28613	9/17/1981	S28613	REGISTERED		25
	25 - Articles of clothing, including boots, shoes and slippers.
SAINT KITTS & NEVIS
T30044KN00		JUDITH JACK			1/9/2002	5221	REGISTERED		14,18,25
	14 - Jewelry and watches
	18 - Handbags
	25 - Belts
SARAWAK
309		EVAN-PICONE	9/25/1981	23816	9/25/1981	23816	REGISTERED		25
	25 - Articles of clothing, including boots, shoes and slippers.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 81

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SAUDI ARABIA
118812		ANNE KLEIN	12/23/1998	47295	8/29/1999	489/42	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
118811		ANNE KLEIN	12/23/1998	47294	8/29/1999	489/40	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
118810		ANNE KLEIN	12/23/1998	47293	8/29/1999	489/39	REGISTERED		9
	9 - Scientific, nautical, surveying, electric, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fire-extinguishing apparatus.
118809		ANNE KLEIN	12/23/1998	47296	8/29/1999	489/41	REGISTERED		25
	25 - Clothing, footwear, headgear.
118713		ANNE KLEIN & Lion Head Design	9/24/1990	12343	4/21/1991	235/74	REGISTERED		25
	25 - Clothing, footwear and headgear.
118932		ANNE KLEIN II	12/23/1998	47297	8/29/1999	489/38	REGISTERED		25
	25 - Clothing, footwear, headgear.
242		EVAN-PICONE	7/21/1991	14099	2/8/1992	252/12	REGISTERED		25
	25 - Clothing, footwear, headgear.
366		JONES NEW YORK	8/26/1997	40458	1/24/1999	45880	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
367		JONES NEW YORK	8/26/1997	40459	1/24/1999	45861	REGISTERED		25
	25 - Clothing, footwear, headgear.
SERBIA AND MONTENEGRO
T00066CS00		EVAN-PICONE	10/25/1994	N/A		27753	REGISTERED		25
	25 - Apparel
SINGAPORE
247123		AK ANNE KLEIN	5/28/2005	T0508853I	5/28/2005	T0508853I	REGISTERED		35
	35 - Advertising and publicity services; bringing together, for the benefit of others, of a variety of goods/services, namely, clothing, jewelry, watches and all other types of horological instruments, accessories, perfume, cologne, household items, cosmetics, leather goods, footwear, headgear, bags and carrying cases (excluding transport thereof), enabling customers to conveniently view and purchase those goods/services by means of internet; on-line advertising on a computer network.
247122		AK ANNE KLEIN	5/28/2005	T05/08852J	5/28/2005	T05/08852J	REGISTERED		25
	25 - Clothing, footwear, headgear; belts, scarves, neckties, socks and stockings
247121		AK ANNE KLEIN	5/28/2005	T05/08851B	5/28/2005	T05/08851B	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty) [not fitted], cosmetic cases (sold empty) [not fitted], cosmetic pouches (sold empty)[not fitted], grooming kits (sold empty)[not fitted], leather shoulder belts, wallets, billfolds, credit card cases [wallets], business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
207688		AK ANNE KLEIN	7/28/2004	T04/12337C	7/28/2004	T04/12337C	REGISTERED		14
	14 - Jewelry belonging in Class 14 including jewelry made of precious and non-precious metals; watches, clocks and timers
T30354SG04		AK ANNE KLEIN	10/25/2006	T0622605F	10/25/2006	T0622605F	REGISTERED		03
	03 - Fragrances and Cosmetics

Owner Trademark Report by Mark Printed: 5/7/2009 Page 82

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SINGAPORE continued...
T30354SG05		AK ANNE KLEIN	10/25/2006	T0622606D	10/25/2006	T0622606D	REGISTERED		09
	09-
118399		ALBERT NIPON	3/6/1998	T98/01979F	3/6/1998	T98/01979F	REGISTERED		25
	25 - Clothing, namely, sweaters, shirts, blouses, t-shirts, pants, jeans, skirts, dresses, shorts, jackets, coats, suits, raincoats, jumpsuits
124239		ALBERT NIPON	4/11/2003	T03/05122J	4/11/2003	T03/05122J	REGISTERED		3
	3 -Perfumery, cosmetics and toilet preparations.
118784		ANNE KLEIN	8/17/1994	S/7079/94	8/17/1994	T94/07079G	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, gloves, scarves, mufflers, shawls, belts (clothing), swimwear, hosiery, stockings, pantyhose, tights, socks; headgear; and footwear; all included in Class 25.
118776		ANNE KLEIN	5/7/1994	S/3647/94	5/7/1994	T94/03647E	REGISTERED		18
	18 - Handbags, tote bags, billfolds, checkbook holders, cosmetic cases, cosmetic pouches, credit card cases, key cases, key fobs, money belts, passport cases, purses, coin purses, key purses, travel kits (sold empty), wallets, and carry-all clutches.
207689		ANNE KLEIN	8/11/2004	T04/13366B	8/11/2004	T04/13366B	REGISTERED		14
	14 - Jewelry belonging in Class 14 including jewelry made of precious and non-precious metals; watches, clocks, digital clocks and watches with automatic timers”
118735		ANNE KLEIN & Lion Head Design	8/31/1992	6656/92	8/31/1992	T92/06656C	REGISTERED		25
	25 - Footwear included in Class 25
118673		ANNE KLEIN (script)	7/27/1988	S/3914/88	7/27/1988	T88/03914Z	REGISTERED		25
	25 – Articles of clothing for women and girls.
118672		ANNE KLEIN (script)	7/27/1988	S/3915/88	7/27/1988	T88/03915H	REGISTERED		14
	14 - Articles of precious metals or their alloys or coated therewith; horological and chronometric instruments.
118669		ANNE KLEIN (script)	9/13/1984	S483284	9/13/1984	483284	REGISTERED		3
	3 - Bleaching preparations included in Class 3 and substances for laundry use; soaps, perfumes and perfumed non-medicated toilet preparations, essential oils; cosmetics; hair lotions and dentifrices.
118671		ANNE KLEIN (script)	7/27/1988	S/3913/88	7/27/1988	T88/03913A	REGISTERED		9
	9 - Sunglasses and eyeglasses and frames therefor.
118892		ANNE KLEIN II	3/22/1994	S/2257/94	3/22/1994	T94/02257A	REGISTERED		9
	9 - Sunglasses, ophthalmic eyeglass frames, and ophthalmic sunglass frames.
118893		ANNE KLEIN II	3/22/1994	S/B2256/94	3/22/1994	T94/02256C	REGISTERED		14
	14 - Jewelry, watches, clocks and table clocks.
118869		ANNE KLEIN II (stylized)	8/21/1990	S584590	8/21/1990	5845H90	REGISTERED		25
	25 - Articles of clothing included in Class 25 for women and for girls.
T30276SG00		ANNE KLEIN NEW YORK	10/25/2006	T0622607B	10/25/2006	T0622607B	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30276SG01		ANNE KLEIN NEW YORK	10/25/2006	T0622608J	10/25/2006	T0622608J	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276SG02		ANNE KLEIN NEW YORK	10/26/2006	T06226091	10/26/2006	T06226091	REGISTERED		14
	14 – Jewelry and Watches
T30276SG03		ANNE KLEIN NEW YORK	10/25/2006	T0622610B	10/25/2007	T0622610B	REGISTERED		18
	18 -
T30276SG04		ANNE KLEIN NEW YORK	10/26/2006	T0622611 J	10/25/2006	T0622611 J	REGISTERED		25
	25 -

Owner Trademark Report by Mark Printed: 5/7/2009 Page 83

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SINGAPORE continued...
143		EVAN-PICONE	6/21/1983	3181/83	6/21/1983	B3181/83	REGISTERED		25
	25 - Articles of sports clothing for women and girls.
145		EVAN-PICONE SPORT (STYLIZED)	2/28/1991	128691	2/28/1991	128691	REGISTERED		25
	25 - Articles of sportswear and leisurewear; footwear and headgear.
144		EVAN-PICONE SPORT (STYLIZED)	7/2/1990	474890	7/2/1990	474890	REGISTERED		18
	18 - Handbags; purses; Attaché cases; Brief cases; Bags (envelopes, pouches) of leather, for packaging; Card cases (note cases); cases, of leather or leather board; School bags; Beach bags; Bags (Game); Trunks (luggage); Travelling bags; Valises.
T00103SG03		JONES NEW YORK	3/21/2006	T06/05222H	5/24/2007	T06/05222H	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists); non-prescription sunglasses and Cases for spectacles and for contact lenses; Chains for spectacles.
350		JONES NEW YORK Label	6/30/1997	7704/97	6/30/1997	7704197	REGISTERED		25
	25 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T00103SG02		JONES NEW YORK label			6/30/1997	07703B	REGISTERED		18
	18 - Handbags and small leather goods
T30181SG00		JONES NEW YORK SIGNATURE	12/28/2004	T0422940F	12/28/2004	T0422940F	REGISTERED		025
	025 - Apparel, namely, jackets, coats, pants, skirts, dresses, blouses, knitwear, sweaters and jerseys.
T30044SG00		JUDITH JACK	10/2/2001	T01/155021	10/2/2001	T/01/155021	REGISTERED		14
	14 - JEWELRY AND WATCHES
T30044SG01		JUDITH JACK	10/2/2001	T01/15503G	10/2/2001	T01/15503G	REGISTERED		18
	18 - Handbags
T30044SG02		JUDITH JACK	10/2/2001	T01/15504E	10/2/2001	T01/15504E	REGISTERED		25
	25 - Belts
T30162SG00		L.E.I.	2/23/1999	na	2/23/1999	T9907784F	REGISTERED		25
	25 - Apparel footwear and headgear
T30154SG03		L.E.I. LIFE ENERGY INTELLIGENCE Design	3/8/1999	na	3/8/1999	T9900247A	REGISTERED		25
	25 - Apparel footwear and headgear
T30162SG01		L.E.I. Design	7/26/1999	na	7/26/1999	T9907783H	REGISTERED		25
	25 - Apparel footwear and headgear
T30157SG00		LIFE ENERGY INTELLIGENCE	3/8/1999	na	3/8/1999	T9907782Z	REGISTERED		25
	25 - Apparel footwear and headgear
118777		Lion Head Design	5/7/1994	S/3645/94	5/7/1994	T94/036451	REGISTERED		18
	18 - Handbags, tote bags, billfolds, checkbook holders, cosmetic cases, cosmetic pouches, credit card cases, key cases, key fobs, money belts, passport cases, purses, coin purses, key purses, travel kits (sold empty), wallets, and carry-all clutches.
118674		Lion Head Design	7/27/1988	S391088	7/27/1988	3910G88	REGISTERED		9
	9 - Sunglasses and eyeglasses and spectacle frames.
118676		Lion Head Design	7/27/1988	S/3911/88	7/27/1988	T88/03911E	REGISTERED		25
	25 - Articles of clothing for women, girls and boys.
118675		Lion Head Design	7/27/1988	S/3912/88	7/27/1988	T88/039’12	REGISTERED		14
	14 - Articles of precious metals or their alloys or coated therewith; horological and chronometric instruments; all included in Class 14; but not including medals, trophies, plaques and badges, all made wholly or principally of precious metals.
SLOVAK REPUBLIC

Owner Trademark Report by Mark Printed: 5/7/2009 Page 84

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SLOVAK REPUBLIC continued...
118761		ANNE KLEIN	1/20/1994	POZ 0128-94	2/12/1998	179 725	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, skirts, dresses, blouses, sweaters, belts, gloves, scarves, mufflers, shawls, swimwear, hosiery, stockings, pantyhose, tights, socks, footwear and headgear.
243		EVAN-PICONE	10/24/1981	nla	10/24/1981	165 195	REGISTERED		25
	25 - Skirts, suits, slacks, shorts, blouses, dresses, coats for women and misses.
374		JONES NEW YORK	6/24/1997	POZ 1756-97	6/24/1997	187493	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery. Clothing, footwear, headgear.
	25 -
SOUTH AFRICA
118779		ANNE KLEIN	6/22/1994	94/6404	6/22/1994	94/6404	REGISTERED		25
	25 - Clothing, footwear, headgear.
244		EVAN-PICONE	8/31/1990	90/7510	8/31/1990	907510	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
245		EVAN-PICONE with Design	9/9/1968	68/4042	9/9/1968	B68/4042	REGISTERED		25
	25 - Clothing, footwear, headgear.
373		JONES NEW YORK	6/10/1997	09708604	6/10/1997	9708604	REGISTERED		25
	25 - Clothing, footwear, headgear.
372		JONES NEW YORK	6/10/1997	09708603	6/10/1997	9808603	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T00103ZA02		JONES NEW YORK	7/12/2004	2004111611		2004111611	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related
T30162ZA00		L.E.I.	7/21/1999	99/13100	2/23/1999	13100	REGISTERED		25
	25 - Apparel footwear and headgear
T30154ZA00		L.E.I. LIFE ENERGY INTELLIGENCE Design	2/12/1999	99/00145	1/7/1999	00145	REGISTERED		25
	25 - Apparel footwear and headgear
T30157ZA00		LIFE ENERGY INTELLIGENCE	7/21/1999	9913099	7/21/1999	13099	REGISTERED		25
	25 - Apparel footwear and headgear
SOUTH KOREA

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REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued...
247120		AK ANNE KLEIN	6/8/2005	45-2005-2504	8/16/2006	17128	REGISTERED		25,35
	25 - Half coats, long coats, fur coats, over coats, trench coats, rain coats, sporting anoraks, anoraks (except for sporting anoraks), parkas, blazers, jackets, cardigans, boleros, sports coats, wind resistant jackets, fur stoles, suits, vests, one-piece dresses, two-piece dresses, caftans, evening gowns, jumpers, skirts, slacks, trousers, jean pants, jean shorts, jean jackets, jean skirts, jean dresses, jean overalls, jean jump suits, jean shirts, work clothes (dungarees), jumpsuits, overalls, coveralls, flight suit, jogging suits, sweat pants, shorts, skorts, culottes, sweaters, pullovers, jerseys, dress shirts, polo shirts, short sleeve shirts, body shirts, sports shirts, tuxedo shirts, formal shirts, blouses, tunics, sweat shirts, t-shirts, halter tops, tank tops, body suits, unitards, camisoles, chemises, undershirts, slips, bustiers, garter belts, briefs, boxer shorts, bloomers, underpants, under panties, thermal underwear, brassieres, corsets, teddies, petticoats, nightgowns, night shirts, negligees, bath robes, pajamas, aprons, stockings, pantyhose, tights, knee high stockings, leg warmers, leggings, socks, neckties, bow ties, ascots, pocket squares, scarves, shawls, neckerchiefs, winter gloves, evening gloves, mittens, leather belts, belts for clothing made of imitation leather, belts for clothing made of fabric, belts for clothing made of vinyl, belts for clothing made of plastics, sashes, suspenders for clothing, stocking suspenders, sock suspenders, garters, cummerbunds, swimwear, namely bathing caps, bathing suits and bathing pants; beach robes, bikinis, sarongs, ski suits, ski bibs, ski pants, thermal socks, golf shirts, golf pants, golf shorts, tennis shirts, tennis pants, tennis shorts, hats and caps, berets, crowns, nightcaps, sun visors, miters, hoods (clothing), turbans, top hats, leather shoes, rubber shoes, galoshes, golf shoes, hiking shoes, lace boots, bath sandals, bath slippers, half boots, boots, vinyl shoes, beach shoes, sandals, ski boots, slippers, overshoes, rain shoes, top boots, gymnastic shoes, laced shoes, espadrilles and sneakers
	35 - Publication of advertisement services, modeling services for advertising or sales promotion, advertisement planning services, advertising agency services, publicity columns preparation services, dissemination of advertising, advertisement publishing services, advertisement brokerage services, publicity material rental services, advertising material updating services, advertising space rental services, billboard leasing services, enterprise advertising and promoting services, radio advertising services, bill-posting services, services in connection with organization of trade fairs for commercial or advertising purposes, services in connection with organization of exhibitions or commercial or advertising purposes, distribution of samples services, film advertising services, outdoor advertising services, direct mail advertising services, mail order advertising services, television advertising services, promotion agency services, on-line advertising on a computer network, rental of advertising time on communication media, retail agencies of cosmetics, retail mediating services of cosmetics, retail agencies of perfumery, retail mediating services of perfumery, retail agencies of soaps, retail mediating services of soaps, retail agencies of toilet preparations, namely articles such as shampoo, soap or shaving cream, used in washing or caring for the appearance; retail mediating services of toilet preparations, retail agencies of eyewear, retail mediating services of eyewear, retail agencies of bags, retail mediating services of bags, retail agencies of clothing, retail mediating services of clothing, retail agencies of footwear, retail mediating services of footwear, retail agencies of headgear, retail mediating services of headgear, retail agencies of belts, retail mediating services of belts

Owner Trademark Report by Mark Printed: 5/7/2009 Page 86

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued ...
118517		AK ANNE KLEIN	10/24/2002	40-2002-48925	9/1/2004	592008	REGISTERED		9,14,18 03
	9 - EYEGLASS FRAMES, SUNGLASSES, NON-PRESCRIPTION MAGNIFYING EYEGLASSES, EYEGLASS AND SUN GLASS CASES, EYEGLASS AND SUN GLASS CHAINS AND CORDS, CLIP-ON SUNGLASSES, ANTI-GLARE GLASSES, COMMON EYEGLASSES, EYE SHADES, GOGGLES FOR SPORT, SHOOTING GLASSES, BINOCULARS
	14 - WRIST WATCHES, STOP WATCHES, WATCH FOBS, POCKET WATCHES, WATCH BANDS, WATCH STRAPS, WATCH BRACELETS, WATCH CHAINS, AND WATCH CASES; WALL CLOCKS, TABLE CLOCKS, ALARM CLOCKS, CLOCKS INCORPORATING RADIOS Earrings made of precious gem, necklaces made of precious gems, rings made of precious gems, bracelets made of precious gems, artificial jewelry, master clocks, atomic clocks, clocks for automobiles, electric clocks and watches, electronic clocks and watches, control clocks, chronoscopes, sundials, chronometers, chronographs, bowls made of precious metal, bowls coated with precious metal, platters made of precious metal, platters coated with precious metal, serving trays made of precious metal, serving trays coated with precious metal, chargers made of precious metal, chargers coated with precious metal, plates made of precious metal, plates coated with precious metal, mugs made of precious metal, mugs coated with precious metal, vases made of precious metal, vases coated with precious metal, canisters for kitchen purposes made of precious metal, canisters for kitchen purposes coated with precious metal, cruets made of precious metal, cruets coated with precious metal, memorial decorative trays made of precious metal, memorial decorative trays coated with precious metal, candlesticks made of precious metal, candlesticks coated with precious metal, candelabras made of precious metal, candelabras coated with precious metal, candle holders made of precious metal, candle holders coated with precious metal, candle ring made of precious metal, candle ring coated with precious metal, candle snuffers made of precious metal, candle snuffers coated with precious metal, candle trays made of precious metal, candle trays coated with precious metal, decorative jewelry boxes of precious metal, decorative jewelry boxes coated with precious metal, jewelry boxes made of precious metal, jewelry boxes coated with precious metal, jewelry cases made of precious metal, jewelry cases coated with precious metal, cigarette cases made of precious metal, cigarette cases coated with precious metal, cigarette boxes made of precious metal, cigarette boxes coated with precious metal, cigarette holders made of precious metal, cigarette holders coated with precious metal, ashtrays made of precious metal, ashtrays coated with precious metal, nutcrackers made of precious metal, nutcrackers coated with precious metal, coffee pots made of precious metal, coffee pots coated with precious metal, non-electric coffee pots made of precious metal, non-electric coffee pots coated with precious metal, tea pots made of precious metal, tea pots coated with precious metal, non-electric tea infusers made of precious metal, non-electric tea infusers coated with precious metal, tea ball made of precious metal, tea ball coated with precious metal, tea infusers made of precious metal, tea infusers coated with precious metal, serviette rings made of precious metal, serviette rings coated with precious metal, napkin ring made of precious metal, napkin ring coated with precious metal, Virgin Mary icons made of precious metal, Virgin Mary icons coated with precious metal, Buddha icons made of precious metal, Buddha icons coated with precious metal, Jesus Christ icons made of precious metal, Jesus Christ icons coated with precious metal, clutches purses of precious metal and key fobs.
	18 - HANDBAGS, SHOULDER BAGS, EVENING BAGS, COSMETIC BAGS SOLD EMPTY, LEATHER SHOULDER BELTS, GROOMING KITS SOLD EMPTY, WALLETS NOT OF PRECIOUS METAL, BILLFOLDS NOT OF PRECIOUS METAL, CREDIT CARD CASES, BUSINESS CARD CASES, KEY CASES, PASSPORT CASES, COIN PURSES, CLUTCH PURSES, GENERAL PURPOSE PURSES, DRAWSTRING POUCHES, BOOK BAGS, BELT BAGS, TOTE BAGS, SADDLE BAGS, ROLL BAGS, SLING BAGS, TRAVEL BAGS, OVERNIGHT BAGS, DUFFEL BAGS, SUIT BAGS, GARMENT BAGS FOR TRAVEL, GYM BAGS, ATHLETIC BAGS, BEACH BAGS, TIE CASES, WAIST PACKS, FANNY PACKS, BACKPACKS, KNAPSACKS, ATIACHE CASES, BRIEFCASES, BRIEFCASE TYPE PORTFOLIOS, LEATHER BAGS IN THE SHAPES OF AN ENVELOPE FOR CARRYING PERSONAL PAPERS, SATCHELS, SUITCASES, LUGGAGE, TRUNKS; UMBRELLAS,
	03 - Eyebrow pencils, lipsticks, mascaras, mask packs, massage oils, liquid face powder, beauty bath additives, antiperspirants, bath oils, bath powder, blushers, perfumed powder, skin fresheners, eye liners, eye shadows, eau de cologne, body deodorants, lip glosses, cosmetic preparations for slimming purposes, cold cream, compact powder, cleansing cream, foundation cream, face powder, potpourris <fragrances>, hand creams, perfumes, perfumed oils, make-up powder, astringents for cosmetic purposes, cosmetic pencils, cosmetic dyes, toilet bath salts, colorants for toilet purposes and talcum powder for toilet use.

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REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued ...
247390		ANNE KLEIN	6/3/2005	40-2005-25515	3/6/2008	739556	REGISTERED		14,25,26 18
	14 - Jewelry, costume jewelry, horological instruments, chronometric instruments, parts of horological instruments, accessories of horological instruments, parts of chronometric instruments, accessories of chronometric instruments, master clocks, stopwatches, atomic clocks, clocks for automobiles, electric clocks and watches, electronic clocks and watches, control clocks, chronoscopes, wrist watches, sundials, pocket watches, watch bands, watch straps, watch bracelets, watch chains, watch cases, wall clocks, table clocks, alarm clocks, clocks incorporating radios, chronometers, chronographs, decorative items for the home made of precious metal, decorative items for the home coated with precious metal, bowls made of precious metal, bowls coated with precious metal, platters made of precious metal, platters covered with precious metal, serving trays made of precious metal, serving trays coated with precious metal, chargers made of precious metal, chargers coated with precious metal, jugs made of precious metal, jugs coated with precious metal, plates made of precious metal, plates coated with precious metal, mugs made of precious metal, mugs coated with precious metal, vases made of precious metal, vases coated with precious metal, cache pots made of precious metal, cache pots coated with precious metal, ice buckets made of precious metal, ice buckets coated with precious metal, canisters made of precious metal, canisters coated with precious metal, cruets made of precious metal, cruets coated with precious metal, pencil boxes made with precious metal, pencil boxes coated with precious metal, pencil cups made of precious metal, pencil cups coated with precious metal, letter opener made of precious metal, letter opener coated with precious metal, desk trays made of precious metal, desk trays coated with precious metal, decorative trays made of precious metal, decorative trays coated with precious metal, candlesticks made of precious metal, candlesticks coated with precious metal, candelabras made of precious metal, candelabras coated with precious metal, candle holders made of precious metal, candle holders coated with precious metal, candle ring made of precious metal, candle ring coated with precious metal, candle snuffers made of precious metal, candle snuffers coated with precious metal, candle trays made of precious metal, candle trays coated with precious metal, decorative jewelry boxes of precious metal, decorative jewelry boxes coated with precious metal, jewelry boxes made of precious metal, jewelry boxes coated with precious metal, jewelry cases made of precious metal, jewelry cases coated with precious metal, picture frames made of precious metal, picture frames coated with precious metal, decorative photograph stand made of precious metal, decorative photograph stand coated with precious metal, decorative flower pot pedestals made of precious metal, decorative flower pot pedestals coated with precious metal, cigarette cases made of precious metal, cigarette cases coated with precious metal, cigarette boxes made of precious metal, cigarette boxes coated with precious metal, cigarette holders made of precious metal, cigarette holders coated with precious metal, cigarette lighters made of precious metal, cigarette lighters coated with precious metal, ashtrays made of precious metal, ashtrays coated with precious metal, nutcrackers made of precious metal, nutcrackers coated with precious metal, coffee pots made of precious metal, coffee pots coated with precious metal, non-electric coffee pots made of precious metal, non-electric coffee pots coated with precious metal, tea pots made of precious metal, tea pots coated with precious metal, non-electric tea infusers made of precious metal, non-electric tea infusers coated with precious metal, tea ball made of precious metal, tea ball coated with precious metal, tea infusers made of precious metal, tea infusers coated with precious metal, serviette rings made of precious metal, serviette rings coated with precious metal, napkin ring made of precious metal, napkin ring coated with precious metal, works of art made of precious metal, works of art coated with precious metal,Virgin Mary icons made of precious metal, Virgin Mary icons coated with precious metal, Buddah icons made of precious metal, Buddah icons coated with precious metal, Jesus Christ icons made of precious metal, Jesus Christ icons coated with precious metal, and clutches purses
	25 - Long coats, short coats, fur coats, trench coats, rain coats, sporting anoraks (except for sports anoraks), parkas, blazers, jackets, cardigans, boleros, sports coats, wing resistant jackets, fur stoles, suits, vests, one-piece dresses, twocpiece dresses, caftans, evening gowns, jumpers, skirts, breeches, paeja (Korean vests), slacks, trousers, blue jean pants, blue jean skirts, blue jean jackets, blue jean shorts, dungarees, jumpsuits, overalls, coveralls, flight suits, jogging suits, sweat pants, shorts, skorts, culottes, sweaters, pullovers, jerseys, dress shirts, polo shirts, short sleeve aloha shirts, sport shirts, formal shirts, tunics, sweatshirts, t-shirts, halter tops, tank tops, bodyshirts, unitards, camisoles, chemises, undershirts, slips, bustiers, garter belt, briefs, boxer shorts, bloomers, underpants, under panties, thermal underwear, girdles, brassieres, corsets, corselets, teddies, nightgowns, night shirts, negligees, bath robe, pajamas, aprons, stockings, pantyhose, tights, knee high stockings, leg warmers, leggings, socks, neckties, bow ties, ascots, pocket squares, scarves, shawls, neckerchiefs, winter gloves, mittens, leather belts, sashes, cummerbunds, bathing caps, bathing trunks, bikini, maillot, one-piece swimsuit, bathing suits, beach robes, beachwear, sarongs, ski suits, ski bibs, ski pants, ski gloves, thermal socks, golf, shirts, golf pants, golf shorts, tennis shirts, tennis pants, tennis shorts, hats, caps, berets, leather shoes, rubber shoes, golf shoes, shoe soles, Korean clogs, fishing boots, basketball shoes, low shoes, heels, mountaineering shoes, rugby shoes, lace boots, bath sandals, bath sleepers, half-boots, insulated boots, boxing boots, vinyl shoes, beach shoes, ski boots, inner soles, soles for footwear, uppers of a shoe, heelpieces for shoes, beach shoes, ski boots, inner soles, soles for footwear, uppers of a shoe, heelpieces for shoes, non-slipping devices for shoes, tips for footwear, iron fittings for shoes, baseball shoes, Undong-Hwa, esparto shoes or sandals, overshoes, rain shoes, track shoes, work shoes, top boots, Gipsin (Korean traditional shoes made of straw), gymnastics shoes (for exclusive use for gymnastics), soccer shoes, laced shoes, hockey shoes, handball shoes, boots, slippers, sandals, espadrilles and sneakers.
	26 - Brooches of non-precious metal (clothing accessories), badges of non-precious metal, buckles of non-precious metal (clothing accessories), insignia, ornamental ribbons, ornamental hairpins, hairpins, hair nets, pigtail ribbons, wigs, hair wicks, hair ribbons, lace(except for embroidered lace), buttons, press buttons, magic tape and slide fasteners
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, handbags, shoulder bags, evening bags, cosmetic bags sold empty, cosmetic cases sold empty, cosmetic pouches sold empty, grooming kits sold empty, leather shoulder belts for bags, wallets not of precious metal, billfolds not of precious metal, credit card cases, business card cases, key cases of leather ware, key fobs, passport cases, coin purses, coin/key purses, carry-all clutch bags, check book clutch bags, clutches purses not of precious metal, general purpose purses not of precious metal, pouches, book bags, belt bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcases type portfolios, leather envelopes for carrying personal paper, secretaries, satchels, suit cases, luggage, trunks, umbrellas, beach umbrellas, parasols, and walking canes.
118849		ANNE KLEIN	12/28/1996	1996-57572	2/9/1999	441246	REGISTERED		14
	14 - Wrist watches, pocket watches, electronic watches, alarm clocks, table clocks, wall clocks, watch bands and watch chains. (Local
118655		ANNE KLEIN & Lion Head Design	6/10/1987	87-11478	8/26/1988	158570	REGISTERED		18
	18 - Briefcases, handbags, opera bags, satchels, suit cases, boston bags, wallets made of non-precious metal, namecard cases, leather packing sacks.

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REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued ...
118492		ANNE KLEIN 2	7/24/2000	40-2000-35509	10/10/2001	503401	REGISTERED		25
	25 - Half coats, long coats, fur coats, over coats, trench coats, rain coats, sporting anoraks, anoraks (except for sporting anoraks), parkas, blazers, jackets, cardigans, boleros, sports coats, wind resistant jackets, fur stoles, suits, vests, one-piece dresses, two-piece dresses, caftans, evening gowns, jumpers, skirts, slacks, trousers, jean pants, jean shorts, jean jackets, jean skirts, jean dresses, jean overalls, jean jump suits, jean shirts, work clothes (dungarees), jumpsuits, overalls, coveralls, flight suit, jogging suits, sweat pants, shorts, skorts, culottes, sweaters, pullovers, jerseys, dress shirts, polo shirts, short sleeve shirts, body shirts, sports shirts, tuxedo shirts, formal shirts, blouses, tunics, sweat shirts, t-shirts, halter tops, tank tops, body suits, unitards, camisoles, chemises, undershirts, slips, bustiers, garter belts, briefs, boxer shorts, bloomers, underpants, under panties, thermal underwear, brassieres, corsets, teddies, petticoats, nightgowns, night shirts, negligees, bath robes, pajamas, aprons, stockings, pantyhose, tights, knee high stockings, leg warmers, leggings, socks, neckties, bow ties, ascots, pocket squares, scarves, shawls, neckerchiefs, winter gloves, evening gloves, mittens, leather belts, belts for clothing made of imitation leather, belts for clothing made of fabric, belts for clothing made of vinyl, belts for clothing made of plastics, sashes, cummerbunds, swimwear, beach robes, bikinis, sarongs, ski suits, ski bibs, ski pants, thermal socks, golf shirts, golf pants, golf shorts, tennis shirts, tennis pants, tennis shorts, hats and caps, berets, leather shoes, rubber shoes, galoshes, golf shoes, hiking shoes, lace boots, bath sandals, bath slippers, half boots, boots, vinyl shoes, beach shoes, sandals, ski boots, slippers, overshoes, rain shoes, top boots, gymnastic shoes, laced shoes, espadrilles and sneakers.
118825		ANNE KLEIN II	1/6/1989	89-98	9/22/1990	201402	REGISTERED		6,9,10 17,21,25
	6 - Buckles of metal.
	9 - Gloves for protection against X-rays for industrial purposes, and gloves for protection against accidents.
	10 - Gloves for massage and gloves for medical purposes.
	17 - Insulating gloves.
	21 - Gloves for household purposes, polishing gloves, and gardening gloves.
	25 - Winter gloves, mittens, formal gloves, full dresses, trousers, evening dresses, suits, skirts, children’s clothing, overcoats, raincoats, sweaters, cardigans, dress shirts, blouses, under pants, chemise, slips, petticoats, brassieres, bathing suits, nightgowns, pajamas, negligees, stockings and belts.
118871		ANNE KLEIN II	12/19/1990	90-37245	12/20/1991	228905	REGISTERED		9
	9 - OPTICAL FRAMES
118925		ANNE KLEIN II	11/6/1996	96-49465	2/6/1998	394685	REGISTERED		25,18
	25 - LOW HEEL SHOES, BOOTS, LACED BOOTS, LEATHER SHOES, SANDALS, SLIPPERS, SHOE THONGS, RAIN SHOES, and ESPADRILLES (Local class 27)
	18 - UMBRELLAS
118870		ANNE KLEIN II (stylized)	12/19/1990	90-37244	2/22/1992	233224	REGISTERED		18
	18 - Brief case, handbag, opera bag, satchel, traveling trunk, suitcase, boston bag, knapsack, wallets not of precious metal, name-card case, billfold, purse, checkbook clutch, cosmetic case, cosmetic pouch, credit card case, key cases of leather, key cases imitations of leather, coin purse, coin/key purse, carry-all clutch and key fob.

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REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued ...
118518		ANNE KLEIN NEW YORK	10/24/2002	40-2002-48926	9/1/2004	592007	REGISTERED		9,14,18 25,03
	9 - Eyeglass frames, sunglasses, non-prescription magnifying eyeglasses, eyeglass and sun glass cases, eyeglass and sun glass chains and cords, clip-on sunglasses, anti-glare glasses, common eyeglasses, eye shades, goggles for sports, shooting glasses, binoculars
	14 - Wrist watches, stop watches, watch fobs, pocket watches, watch bands, watch straps, watch bracelets, watch chains, watch cases; wall clocks, table clocks, alarm clocks, and clocks incorporating radios Earrings made of precious gem, necklaces made of precious gems, rings made of precious gems, bracelets made of precious gems, artificial jewelry, master clocks, atomic clocks, clocks for automobiles, electric clocks and watches, electronic clocks and watches, control clocks, chronoscopes, sundials, chronometers, chronographs, bowls made of precious metal, bowls coated with precious metal, platters made of precious metal, platters coated with precious metal, serving trays made of precious metal, serving trays coated with precious metal, chargers made of precious metal, chargers coated with precious metal, plates made of precious metal, plates coated with precious metal, mugs made of precious metal, mugs coated with precious metal, vases made of precious metal, vases coated with precious metal, canisters for kitchen purposes made of precious metal, canisters for kitchen purposes coated with precious metal, cruets made of precious metal, cruets coated with precious metal, memorial decorative trays made of precious metal, memorial decorative trays coated with precious metal, candlesticks made of precious metal, candlesticks coated with precious metal, candelabras made of precious metal, candelabras coated with precious metal, candle holders made of precious metal, candle holders coated with precious metal, candle ring made of precious metal, candle ring coated with precious metal, candle snuffers made of precious metal, candle snuffers coated with precious metal, candle trays made of precious metal, candle trays coated with precious metal, decorative jewelry boxes of precious metal, decorative jewelry boxes coated with precious metal, jewelry boxes made of precious metal, jewelry boxes coated with precious metal, jewelry cases made of precious metal, jewelry cases coated with precious metal, cigarette cases made of precious metal, cigarette cases coated with precious metal, cigarette boxes made of precious metal, cigarette boxes coated with precious metal, cigarette holders made of precious metal, cigarette holders coated with precious metal, ashtrays made of precious metal, ashtrays coated with precious metal, nutcrackers made of precious metal, nutcrackers coated with precious metal, coffee pots made of precious metal, coffee pots coated with precious metal, non-electric coffee pots made of precious metal, non-electric coffee pots coated with precious metal, tea pots made of precious metal, tea pots coated with precious metal, non-electric tea infusers made of precious metal, non-electric tea infusers coated with precious metal, tea ball made of precious metal, tea ball coated with precious metal, tea infusers made of precious metal, tea infusers coated with precious metal, serviette rings made of precious metal, serviette rings coated with precious metal, napkin ring made of precious metal, napkin ring coated with precious metal, Virgin Mary icons made of precious metal, Virgin Mary icons coated with precious metal, Buddha icons made of precious metal, Buddha icons coated with precious metal, Jesus Christ icons made of precious metal, Jesus Christ icons coated with precious metal, clutches purses of precious metal and key fobs.
	18 - Handbags, shoulder bags, evening bags, cosmetic bags sold empty, leather strap for bags, case for toiletry items sold empty, wallets not of precious metal, billfolds not of precious metal, credit card cases, business card cases, key cases, passport cases, coin purses, clutch purses, general purpose purses, drawstring pouches, book bags, belt bags, tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather bags in the shape of an envelope for carrying personal papers, satchels, suitcases, luggage, trunks, umbrellas, and beach umbrellas
	25 - Long coats, short coats, fur coats, overcoats, trench coats, rain coats, sporting anoraks, anoraks (except for sports anoraks), parkas, blazers, jackets, cardigans, boleros, sports coats, wind resistant jackets, fur stoles, suits, vests, one-piece dresses, two-piece dresses, caftans, evening gowns, jumpers, skirts, breeches, Paji (Korean trousers), slacks, trousers, blue jean pants, blue jean skirts, blue jean jackets, blue jean shorts, dungarees, jumpsuits, overalls, coveralls, flight suits, jogging suits, sweat pants, shorts, skorts, culottes, sweaters, pullovers, jerseys, dress shirts, polo shirts, short sleeve aloha shirts, sport shirts, formal shirts, tunics, sweatshirts, t-shirts, halter tops, tank tops, bodyshirts, unitards, camisoles, chemises, undershirts, slips, bustiers, garter belt, briefs, boxer shorts, bloomers, underpants, under panties, thermal underwear, girdles, brassieres, corsets, corselets, teddies, nightgowns, night shirts, negligees, bath robe, pajamas, aprons, stockings, pantyhose, tights, knee high stockings, leg warmers, leggings, socks, neckties, bow ties, ascots, pocket squares, scarves, shawls, neckerchiefs, winter gloves, mittens, leather belts; sashes, cummerbunds, bathing caps, bathing trunks, bikini, maillot, one-piece swimsuit, bathing suits, beach robes, beachwear, sarongs, ski suits, ski bibs, ski pants, thermal socks, golf shirts, golf pants, golf shorts, tennis shirts, tennis pants, tennis shorts, hats, caps, berets, leather shoes, rubber shoes, golf shoes, shoe soles, Korean clogs, fishing boots, basketball shoes, low shoes, heels, mountaineering shoes, rugby shoes, lace boots, bath sandals, bath slippers, half-boots, insulated boots, boxing boots, vinyl shoes, beach shoes, ski boots, inner soles, soles for footwear, uppers of a shoe, heelpieces for shoes, non-slipping devices for shoes, tips for footwear, iron fittings for shoes, baseball shoes, Undong-Hwa, esparto shoes or sandals, overshoes, rain shoes, track shoes, work shoes, top boots, Gipsin (Korean traditional shoes made of straw), gymnastics shoes (for exclusive use for gymnastics), soccer shoes, laced shoes, hockey shoes, handball shoes, boots, slippers, sandals, espadrilles and sneakers.
	03 - Eyebrow pencils, lipsticks, mascaras, mask packs, massage oils, liquid face powder, beauty bath additives, antiperspirants, bath oils, bath powder, blushers, perfumed powder, skin fresheners, eye liners, eye shadows, eau de cologne, body deodorants, lip glosses, cosmetic preparations for slimming purposes, cold cream, compact powder, cleansing cream, foundation cream, face powder, potpourris <fragrances>, hand creams, perfumes, perfumed oils, make-up powder, astringents for cosmetic purposes, cosmetic pencils, cosmetic dyes, toilet bath salts, colorants for toilet purposes and talcum powder for toilet use.
195		E.P.S. EVAN-PICONE SPORT with Design		3425/1990	6/19/1991	215411	REGISTERED		45
	45 - Clothing, namely, women’s skirts, pants, shorts, tops, jackets and knitwear, namely sweaters, white shirts and skirts, socks and hats and caps.
201		EVAN-PICONE		19195/1990	7/26/1991	217481	REGISTERED		18
	18 - Briefcases, name card cases, handbags, purses, cans, boxes, sacks, straw sacks, wrappers for packing containers and bottles.

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REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued ...
200		EVAN-PICONE SPORT (STYLIZED)		2188/1991	8/18/1992	247304	REGISTERED		45
	45 - Clothing, personal ornaments, artificial flowers. Western-Style Clothes: full dress, business suits, school uniform, work clothes, trousers, evening dress, suits, skirt, children’s clothing, overcoat, raincoat, mantle. Korean-Style Clothes: “baji” (trousers), “jugori” (Korean jacket), “chima” (Korean skirt), “duramagi” (Korean overcoat), “dongjung” (neck band), “magoza” (Korean halfcoat), “baja” (Korean vest). Sweaters, Shirts, Underwear, Pajamas: sweater, cardigan, vest, shirt, collar, cuffs, blouses, sport shirt, polo shirt, undershirt, pants, combination, chemise, slip, petticoat, corset, brassiere, bathing suit, bathing hat, nightgown, pajamas, negligee, night cloth, uniform. Other Clothing: socks, “busuns” (Korean socks), “busun” cover, gloves (including rubber gloves, insulating rubber gloves and medical gloves), “mokdori” (Korean neck wrap), muffler, scarf, neckerchief, shawl, necktie, gaiters, apron, diaper, stockings. Masks: welding mask, gas mask, dust-proof mask, sanitary mask. Fireproof Clothes; Hats: hat, nightcap, helmet, “kwan” (old Korean hat), “manggun” (Korean headband), “nambawi” (Korean fur hat). Evening dresses, overcoats, suits, jackets, blouses, sweaters, vests, pants, skirts, shorts, hats, scarves, stockings, socks, slips, undershirts and sleepwear.
196		EVAN-PICONE SPORT (STYLIZED)		1440/1991	6/24/1992	241646	REGISTERED		27
	27- Shoes, boots, slippers, shoe strings, umbrellas, canes and fans.
51		JONES & CO.	8/20/1996	96-36497	6/25/1998	406284	REGISTERED		25
	25 - Clothing, personal ornaments, artificial flowers. Western-Style Clothes: full dress, business suits, school uniform, work clothes, trousers, evening dress, suits, skirt, children’s clothing, overcoat, raincoat, mantle. Korean-Style Clothes: “baji” (trousers), “jugori” (Korean jacket), “chima” (Korean skirt), “duramagi” (Korean overcoat), “dongjung” (neck band), “magoza” (Korean halfcoat), “baja” (Korean vest). Sweaters, Shirts, Underwear, Pajamas: sweater, cardigan, vest, shirt, collar, cuffs, blouses, sport shirt, polo shirt, undershirt, pants, combination, chemise, slip, petticoat, corset, brassiere, bathing suit, bathing hat, nightgown, pajamas, negligee, night cloth, uniform. Other Clothing: socks, “busuns” (Korean socks), “busun” cover, gloves (including rubber gloves, insulating rubber gloves and medical gloves), “mokdori” (Korean neck wrap), muffler, scarf, neckerchief, shawl, necktie, gaiters, apron, diaper, stockings. Masks: welding mask, gas mask, dust-proof mask, sanitary mask. Fireproof Clothes; Hats: hat, nightcap, helmet, “kwan” (old Korean hat), “manggun” (Korean headband), “nambawi” (Korean fur hat). Cloth-Made Accessories: handkerchief, towel, “bezagi” (packing cloth). Belts: belt, suspenders, garters, “denim” (Korean garters). Personal Ornaments: necklace, earring, bracelet, brooch, ring, necktie pin, badge, medal, buckle, ornamental ribbon, “binyu” (topknot pin), hairpin, hair net, insignia, false lock of hair, human hair, “daenggi” (Korean hair ribbon), wig, “mori shimji” (Korean paddings of hair), hair ribbon, safety pin. Buttons: button, cuff button, press button, hook, slide fastener, magic tape. Artificial Flower.
T30265KR00		JONES NEW YORK COLLECTION	12/29/2004	40200458770	10/13/2005	635037	REGISTERED		025
	025 - “rain coats”, “long coats”, “half-coats”, “dress coats”, and “topcoats”; “jeans, trousers”, and “slacks”; “evening dresses” and daytime dresses; “knit shirts”, “knit pants”, and sweaters
455		JONES NEW YORK	6/22/1992	5020037042	7/6/1993	268219	REGISTERED		25
	25 - Clothing, personal ornaments, artificial flowers. Western-Style Clothes: full dress, business suits, school uniform, work clothes, trousers, evening dress, suits, skirt, children’s clothing, overcoat, raincoat, mantle. Korean-Style Clothes: “baji” (trousers), “jugori” (Korean jacket), “chima” (Korean skirt), “duramagi” (Korean overcoat), “dongjung” (neck band), “magoza” (Korean halfcoat), “baja” (Korean vest). Sweaters, Shirts, Underwear, Pajamas: sweater, cardigan, vest, shirt, collar, cuffs, blouses, sport shirt, polo shirt, undershirt, pants, combination, chemise, slip, petticoat, corset, brassiere, bathing suit, bathing hat, nightgown, pajamas, negligee, night cloth, uniform. Other Clothing: socks, “busuns” (Korean socks), “busun” cover, gloves (including rubber gloves, insulating rubber gloves and medical gloves), “mokdori” (Korean neck wrap), muffler, scarf, neckerchief, shawl, necktie, gaiters, apron, diaper, stockings. Masks: welding mask, gas mask, dust-proof mask, sanitary mask. Fireproof Clothes; Hats: hat, nightcap, helmet, “kwan” (old Korean hat), “manggun” (Korean headband), “nambawi” (Korean fur hat). Cloth-Made Accessories: handkerchief, towel, “bezagi” (packing cloth). Belts: belt, suspenders, garters, “denim” (Korean garters). Personal Ornaments: necklace, earring, bracelet, brooch, ring, necktie pin, badge, medal, buckle, ornamental ribbon, “binyu” (topknot pin), hairpin, hair net, insignia, false lock of hair, human hair, “daenggi” (Korean hair ribbon), wig, “mori shimji” (Korean paddings of hair), hair ribbon, safety pin. Buttons: button, cuff button, press button, hook, slide fastener, magic tape. Artificial Flower.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 91

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued ...
49		JONES NEW YORK DRESS	8/20/1996	96-36496	6/25/1998	406283	REGISTERED		25
	25 - Clothing, personal ornaments, artificial flowers. Western-Style Clothes: full dress, business suits, school uniform, work clothes, trousers, evening dress, suits, skirt, children’s clothing, overcoat, raincoat, mantle. Korean-Style Clothes: “baji” (trousers), “jugori” (Korean jacket), “chima” (Korean skirt), “duramagi” (Korean overcoat), “dongjung” (neck band), “magoza” (Korean halfcoat), “baja” (Korean vest). Sweaters, Shirts, Underwear, Pajamas: sweater, cardigan, vest, shirt, collar, cuffs, blouses, sport shirt, polo shirt, undershirt, pants, combination, chemise, slip, petticoat, corset, brassiere, bathing suit, bathing hat, nightgown, pajamas, negligee, night cloth, uniform. Other Clothing: socks, “busuns” (Korean socks), “busun” cover, gloves (including rubber gloves, insulating rubber gloves and medical gloves), “mokdori” (Korean neck wrap), muffler, scarf, neckerchief, shawl, necktie, gaiters, apron, diaper, stockings. Masks: welding mask, gas mask, dust-proof mask, sanitary mask. Fireproof Clothes; Hats: hat, nightcap, helmet, “kwan” (old Korean hat), “manggun” (Korean headband), “nambawi” (Korean fur hat). Cloth-Made Accessories: handkerchief, towel, “bezagi” (packing cloth). Belts: belt, suspenders, garters, “denim” (Korean garters). Personal Ornaments: necklace, earring, bracelet, brooch, ring, necktie pin, badge, medal, buckle, ornamental ribbon, “binyu” (topknot pin), hairpin, hair net, insignia, false lock of hair, human hair, “daenggi” (Korean hair ribbon), wig, “mori shimji” (Korean paddings of hair), hair ribbon, safety pin. Buttons: button, cuff button, press button, hook, slide fastener, magic tape. Artificial Flower.
T30181KR00		JONES NEW YORK SIGNATURE	1/8/2004	402004871	3/6/2006	653873	REGISTERED		25,3,9 14,18
	25 - footwear namely, shoes, boots, sandals, sneakers and slippers Clothing namely, skirts, suits, slacks, pants, shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits
	3 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
	9 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
	14 - watches and jewelry
	18 - Luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport cases; umbrellas
50		JONES NEW YORK SPORT	8/20/1996	96-36495	6/25/1998	406282	REGISTERED		25
	25 - Clothing, personal ornaments, artificial flowers. Western-Style Clothes: full dress, business suits, school uniform, work clothes, trousers, evening dress, suits, skirt, children’s clothing, overcoat, raincoat, mantle. Korean-Style Clothes: “baji” (trousers), “jugori” (Korean jacket), “chima” (Korean skirt), “duramagi” (Korean overcoat), “dongjung” (neck band), “magoza” (Korean halfcoat), “baja” (Korean vest). Sweaters, Shirts, Underwear, Pajamas: sweater, cardigan, vest, shirt, collar, cuffs, blouses, sport shirt, polo shirt, undershirt, pants, combination, chemise, slip, petticoat, corset, brassiere, bathing suit, bathing hat, nightgown, pajamas, negligee, night cloth, uniform. Other Clothing: socks, “busuns” (Korean socks), “busun” cover, gloves (including rubber gloves, insulating rubber gloves and medical gloves), “mokdori” (Korean neck wrap), muffler, scarf, neckerchief, shawl, necktie, gaiters, apron, diaper, stockings. Masks: welding mask, gas mask, dust-proof mask, sanitary mask. Fireproof Clothes; Hats: hat, nightcap, helmet, “kwan” (old Korean hat), “manggun” (Korean headband), “nambawi” (Korean fur hat). Cloth-Made Accessories: handkerchief, towel, “bezagi” (packing cloth). Belts: belt, suspenders, garters, “denim” (Korean garters). Personal Ornaments: necklace, earring, bracelet, brooch, ring, necktie pin, badge, medal, buckle, ornamental ribbon, “binyu” (topknot pin), hairpin, hair net, insignia, false lock of hair, human hair, “daenggi” (Korean hair ribbon), wig, “mori shimji” (Korean paddings of hair), hair ribbon, safety pin. Buttons: button, cuff button, press button, hook, slide fastener, magic tape. Artificial Flower.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 92

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued ...
53		JONES WEAR	8/20/1996	96-36498	6/25/1998	406285	REGISTERED		25
	25 - Clothing, personal ornaments, artificial flowers. Western-Style Clothes: full dress, business suits, school uniform, work clothes, trousers, evening dress, suits, skirt, children’s clothing, overcoat, raincoat, mantle. Korean-Style Clothes: “baji” (trousers), “jugori” (Korean jacket), “chima” (Korean skirt), “duramagi” (Korean overcoat), “dongjung” (neck band), “magoza” (Korean halfcoat), “baja” (Korean vest). Sweaters, Shirts, Underwear, Pajamas: sweater, cardigan, vest, shirt, collar, cuffs, blouses, sport shirt, polo shirt, undershirt, pants, combination, chemise, slip, petticoat, corset, brassiere, bathing suit, bathing hat, nightgown, pajamas, negligee, night cloth, uniform. Other Clothing: socks, “busuns” (Korean socks), “busun” cover, gloves (including rubber gloves, insulating rubber gloves and medical gloves), “mokdori” (Korean neck wrap), muffler, scarf, neckerchief, shawl, necktie, gaiters, apron, diaper, stockings. Masks: welding mask, gas mask, dust-proof mask, sanitary mask. Fireproof Clothes; Hats: hat, nightcap, helmet, “kwan” (old Korean hat), “manggun” (Korean headband), “nambawi” (Korean fur hat). Cloth-Made Accessories: handkerchief, towel, “bezagi”(packing cloth). Belts: belt, suspenders, garters, “denim” (Korean garters). Personal Ornaments: necklace, earring, bracelet, brooch, ring, necktie pin, badge, medal, buckle, ornamental ribbon, “binyu” (topknot pin), hairpin, hair net, insignia, false lock of hair, human hair, “daenggi” (Korean hair ribbon), wig, “mori shimji” (Korean paddings of hair), hair ribbon, safety pin. Buttons: button, cuff button, press button, hook, slide fastener, magic tape. Artificial Flower.
T30044KR00		JUDITH JACK	9/29/2001	40-2001-43444	6/17/2003	40-551301	REGISTERED		14,18,25
	14 - Wallets of precious metal, handbags of precious metal, jewel cases of precious metal, costume jewelry, cloisonne jewelry, marcasite jewelry, silver leafs, wrought silver articles, earrings, buckles of precious metal, belt ornaments of precious metal, pins of precious metal, necktie pins, necklaces, rings, anklets, ornamental pins, charms, tie clips, bracelets, stopwatches, movements for clocks and watches, clock dials, clock hands, watch springs, watch crystals, watch chains, watch cases, clockworks, electric clocks and watches, electronic clocks and watches, wrist watches, pocket watches, key holders, and cuff links.
	18 - Sponge leather, imitation leather cloth, imitation fur, polyurethane leather, key cases of leatherwear, name card cases, knapsacks, wallets not of precious meta, brief cases, check holders, credit card cases, traveling bags, opera bags, passport cases, school bags, handbags, boxes of leather, leather straps, umbrellas and umbrella cases.
	25 - Suspenders for clothing, and leather belts.
T30044KR01		JUDITH JACK	1/15/2003	70-2003-34	4/12/2004	551301	REGISTERED		14
	14 - Amulets Jewelry)
247389		Lion Head Design	6/16/2005	40-2005-27994	10/26/2006	683158	REGISTERED		14,25,26 18
	14 - Necklaces, earrings, necktie pins, medals, cuff buttons, bracelets, brooches Jewelry), rings, badges of precious metal, and buckles of precious metals
	25 - Ceremonial dresses, business suits, school uniforms, working clothes, trousers, evening dresses, suits, skirts, children’s dresses, overcoats, short coats, raincoats, mantles, jumpers, collars (attached to top border of coat), sweaters, cardigans, vests, sports shirts, white shirts, collars, cuffs, blouses, sports uniforms, polo shirts, undershirts, underpants, combinations, chemises, slips, petticoats, corsets, brassieres, swimsuits, swim caps, sleeping garments, pajamas, negligees, nightgowns, socks, stockings, winter gloves, mittens, mufflers, scarves, neckerchiefs, shawls, neckties, gaiters, aprons, sports stockings, bibs, tights, hats, night caps, crowns, hoods hemmed with fur, leather belts, suspenders for clothing, garters, shoulder belts and neckpieces
	26 – Brooches of non-precious metal (clothing accessories), badges of non-precious metal, buckles of non-precious metal (clothing accessories), insignia, ornamental ribbons, ornamental hairpins, hairpins, hair nets, pigtail ribbons, wigs, hair wicks, hair ribbons, lace (except for embroidered lace), buttons, press buttons, magic tape and slide fasteners
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
SPAIN
118980		A LINE ANNE KLEIN	3/30/1995	1957128	3/30/1995	1957128	REGISTERED		25
	25 - Clothing, footwear, headgear.
118438		ALBERT NIPON	9/23/1983	1047073	6/5/1984	1047073	REGISTERED		25
	25 - Clothing, footwear, and headgear.
118596		ANNE KLEIN (script)	12/3/1973	734603	12/3/1973	734603	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 93

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SPAIN continued . ..
260		EVAN-PICONE	7/25/1990	n/a	7/25/1990	1582239	REGISTERED		18
	18 - Luggage, handbags, purses, attache cases, briefcases, camera bags, business and credit card cases, passport cases, wallets, checkbook covers, school bags, tote bags, sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags, portfolios, key fobs and key cases.
263		EVAN-PICONE	3/7/1983	1006137	3/7/1983	1006137	REGISTERED		25
	25 - Clothing, footwear, headgear.
464		JNY	8/24/1990	1586170	8/24/1990	1586170	REGISTERED		25
	25 - Women’s. apparel, namely vests, t-shirts, sweaters, shorts, shirts, skirts, jackets, pull-on pants and blouses
465		JONES NEW YORK	9/19/1990	1588854	9/19/1990	1588854	REGISTERED		25
	25 - Women’s. Junior Misses and Petites Clothing
T30044ES00		JUDITH JACK	10/10/2001	2429679	10/10/2002	2429679	REGISTERED		14
	14 - Jewelry and watches
T30044ES01		JUDITH JACK	10/10/2001	2429680	10/10/2002	2429680	REGISTERED		18
	18 - Handbags
T30044ES02		JUDITH JACK	10/10/2001	2429681	10/10/2002	2429681	REGISTERED		25
	25 - Belts
T30007ES00		NAPIER (Stylized)	11/15/1979	924487	6/6/1980	924487	REGISTERED		14
	14 - GOODS NOT LISTED.
SRI LANKA
360		JONES NEW YORK	6/16/1997	83631	5/8/2000	83631	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
359		JONES NEW YORK	6/16/1997	83632	6/16/2001	83632	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30162LK00		L.E.I.	9/9/1999	93984	4/16/2004	93984	REGISTERED		25
	25 - Apparel footwear and headgear
T30155LK00		L.E.I. Design	8/9/1999	93983	2/23/2009	93983	REGISTERED		25
	25 - Apparel footwear and headgear
T30154LK01		L.E.I. LIFE ENERGY INTELLIGENCE Design	4/19/1999	92481	4/19/1999	92481	REGISTERED		25
	25 - Apparel footwear and headgear
T30157LK00		LIFE ENERGY INTELLIGENCE	8/9/1999	93982	8/9/1999	93982	REGISTERED		25
	25 - Apparel footwear and headgear
SURINAME
T30007SR00		NAPIER (Stylized)	1/6/1993	13481	1/6/1993	13481	REGISTERED		14
	14 - JEWELRY
SWEDEN
266		EVAN-PICONE	8/7/1990	90-07238	3/27/1992	231924	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
268		EVAN-PICONE SPORT (STYLIZED)	2/5/1991	91-01062	7/31/1992	238376	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30124SE00		GLORIA VANDERBILT			6/18/1993	249757	REGISTERED		24
	24 - Home Furnishings

Owner Trademark Report by Mark Printed: 5/7/2009 Page 94

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SWEDEN continued ...
T30005SE00		RICHELIEU			7/28/1978	164239	REGISTERED		14
	14 - All goods in International Class 14.
SWITZERLAND
118430		ALBERT NIPON	3/11/1983	1514	3/11/1983	324241	REGISTERED		3
	3 - BLEACHING PREPARATIONS AND OTHER SUBSTANCES FOR LAUNDRY USE; CLEANING, POLISHING, SCOURING AND ABRASIVE PREPARATIONS, SOAPS; PERFUMERY, ESSENTIAL OILS, COSMETICS, HAIR LOTIONS, DENTIFRICES
118443		ALBERT NIPON	9/23/1983	5384/1983	9/23/1983	327933	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
118599		ANNE KLEIN	11/26/1973	N/A	11/26/1973	268438	REGISTERED		3,14,18 20,24,22 23,25,26 27
	3 - Washing and bleach; cleaning, polishing preparations, fat removing agents and sharpening preparations; soaps; perfume shops, essential oils, cosmetic products, shampoos; dentifrices; precious metals and their alloys, as well as objects thereof, and plated objects; jewelry, also of leather and imitation leather, as well as of wood, horn, bones, ivory, tortoiseshell, amber, mother of pearl and plastics; precious stones; clocks and other chronometric instruments; leather and leather imitations, as well as belts, handbags, note books, bags, cigarette holders, brief cases, purses, bank notes, cards and key cases, briefcases and cosmetic cases of leather and imitation leather, skins and furs; trunks and travelling bags, also of leather and imitation leather, umbrellas, parasols and walking sticks; whips, horse harnesses and saddlery; furniture of wood, pipe, wickerwork, plastics, leather and imitation leather, mirrors, frames; small figurines, image hoes works and decoration objects for home of wood, cork, reed, wickerwork, horn, bones, ivory,whalebone, tortoiseshell, amber, mother of pearl, meerschaum, celluloid and their substitutes or of plastics; fabrics; bed covers and table linen, textile products; clothing, including boots, shoes and slippers, also such of leather or imitation leather; carpets, mats, linoleum and other goods, as floor covering being used;
	14 -
	18 -
	20 -
	24 -
	22 -
	23 -
	25 -
	26 -
	27 -
118715		ANNE KLEIN & Lion Head Design	6/5/1990	4351/1990.1	6/5/1990	383.879	REGISTERED		25
	25 - Clothing, footwear, headgear for wear.
118866		ANNE KLEIN II (stylized)	6/7/1990	4352/1990.3	6/7/1990	383880	REGISTERED		25
	25 - Clothing, footwear, headgear for wear.
276		E.P.S. EVAN-PICONE SPORT with Design	1/4/1991	2104/1990.7	1/4/1991	382731	REGISTERED		25
	25 - Clothing, footwear, headgear.
274		EVAN-PICONE	7/12/1990	5294/1990.9	9/9/1991	383956	REGISTERED		18
	18 - handbags, purses, attache cases, briefcases, camera bags, business and credit card cases, passport cases, wallets, checkbook covers, school bags, tote bags, sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags, portfolios, key fobs
273		EVAN-PICONE	9/30/1988	6862 Ren. 236	9/30/1988	366921	REGISTERED		25
	25 - Clothing, footwear, headgear.
277		EVAN-PICONE SPORT (STYLIZED)	1/4/1991	44/1991.1	1/4/1991	387276	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30185CH00		GLORIA VANDERBILT				390273	REGISTERED		24
	24 - Home Furnishings
466		JNY JONES NEW YORK &	9/11/1990	66401990	9/11/1990	385270	REGISTERED		25
	25 - Women’s apparel namely, vests, T-Shirts, Sweaters, Shorts, Shirts, Skirts, Jackets, Pull-On Pants, Blouses.
467		JONES NEW YORK	9/18/1990	688391990	9/18/1990	385933	REGISTERED		25
	25 - Women’s, Junior Misses, and Petites apparel

Owner Trademark Report by Mark Printed: 5/7/2009 Page 95

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SWITZERLAND continued ...
T30044CH00		JUDITH JACK	9/27/2001	9455/2001	9/27/2002	495133	REGISTERED		14,18,25
	14 - Jewelry and watches
	18 - Handbags
	25 - Belts
168948		KASPER	5/7/2004	53009/2004	5/7/2004	522730	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery
	25 - Clothing, footwear, headgear
T30154CH00		L.E.I. LIFE ENERGY INTELLIGENCE Design	1/11/1999	462859	7/13/2009	462859	REGISTERED		25
	25 - Apparel footwear and headgear
T30157CH00		LIFE ENERGY INTELLIGENCE	7/21/1999	468891	1/25/2000	468891	REGISTERED		25
	25 - Apparel footwear and headgear
118600		Lion Head Design	8/24/1976	4086	8/24/1976	284896	REGISTERED		3,25
	3 - Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps, perfumery, essential oils, cosmetics, shampoos, dentifrices.
	25 - Clothing, including boots, shoes, and slippers.
T30007CH00		NAPIER (Stylized)	12/29/1979	6594	12/28/1979	304285	REGISTERED		14
	14 - GOODS NOT LISTED.
TAIWAN
118969		A (underscored) LINE ANNE	4/1/1994	83025749	5/31/2007	662530	REGISTERED		25
	25 - Boots and shoes. (Local Class 41)
118985		A LINE ANNE KLEIN	4/9/1996	85015798	5/1/1997	760256	REGISTERED		25
	25 - Jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, trousers, jeans, t-shirts, skirts, jumpsuits, sweaters, cardigans, belts, lingerie, neckties, scarves and ascots, overalls, gloves, scarves, hosiery, stockings (knee-high and thigh-high), pantyhose, tights, socks, leggings, swimwear; hats and headbands; and footwear (including shoes, boots and slippers), except children’s footwear.
T30276TW02		AK ANNE KLEIN	10/26/2006	095053950	7/1/2007	1270156	REGISTERED		03,09
	03 - Fragrances and Cosmetics
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
247184		AK ANNE KLEIN	6/9/2005	94027521	6/1/2006	1212352	REGISTERED		35
	35 - Advertising and publicity services; retailing services relating to clothing, footwear and headgear; goods made of leather and imitation leather including trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harnesses and saddlery; precious metals, diamonds pearls, jade, coral rock crystal carnelian, precious stones, necklaces, pins, bracelets, earrings, bangles, pendants, wrist chains, rings, neck chains, watches, watch bands, watch straps, clocks and table clocks, and parts and fittings for the aforesaid goods; scarf clips; online retail services in relation to the aforesaid goods; online shopping services; mail order services; online advertising and publicity
247183		AK ANNE KLEIN	6/9/2005	94027520	4/16/2006	1200130	REGISTERED		25
	25 - Clothing, boots, shoes, sneakers, athletic shoes, slippers, sandals and espadrilles, hats, caps, berets, and bandanas; belts, scarves, neckties, socks and stockings
247182		AK ANNE KLEIN	6/9/2005	94027519	3/16/2006	1200020	REGISTERED		18
	18 - Leather and imitations of leather; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
118384		ALBERT NIPON	10/15/1992	81051610	6/1/1993	599443	REGISTERED		3
	3 - Perfume and cologne. (Local Class 6)
118755		ANNE KLEIN	8/13/1993	82039728	3/16/1994	637173	REGISTERED		14
	14 - PRECIOUS METALS, DIAMONDS, PEARLS, JADE, CORAL, ROCK CRYSTAL, CARNELIAN, PRECIOUS STONES, NECKLACES, PINS, BRACELETS, EARRINGS, BANGLES, PENDANTS, WRIST CHAINS, RINGS, NECK CHAINS (Local class 56)

Owner Trademark Report by Mark Printed: 5/7/2009 Page 96

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued ...
118654		ANNE KLEIN	4/27/1987	76(022085)	9/1/1988	411973	REGISTERED		25
	25 - CLOTHING (Local class 40)
118754		ANNE KLEIN	8/13/1993	82039737	3/1/1994	634914	REGISTERED		25
	25 - Shoes. (Local Class 41 )
118789		ANNE KLEIN	9/12/1996	85046033	9/16/1997	776798	REGISTERED		25
	25 - CLOTHING FOR MEN, WOMEN AND CHILDREN, NAMELY COATS, SUITS, JACKETS, PANTS, SHIRTS, BLOUSES, DRESSES, SWEATERS, BELTS, SKIRTS, CULOTIES, VESTS, SCARVES, MUFFLERS, SHAWLS, GLOVES, CAMISOLES, SWIMWEAR, HOSIERY (INCLUDING STOCKINGS, PANTYHOSE, KNEE-HIGH AND THIGH-HIGH STOCKINGS, CUT-AND- SEWN SPECIALTY TIGHTS OR STOCKINGS AND SOCKS), SHOES, SANDALS, BOOTS, SLIPPERS, HOODS, HATS, CAPS, BERETS AND COWLS
118801		ANNE KLEIN	7/31/1997	86039490	10/16/1998	822012	REGISTERED		14
	14 - Watches, watch bands, watch straps, clocks and table clocks, and parts and fittings for all the aforesaid goods, and scarf clips.
118753		ANNE KLEIN	8/13/1993	82039727	2/16/1994	632611	REGISTERED		25
	25 - HOSIERY (Local class 39)
118841		ANNE KLEIN	9/20/1993	82046799	7/1/1995	76607	REGISTERED		35
	35 - SERVICE IN IMPORT-EXPORT TRADING AND AGENT FOR QUOTATIONS, TENDERS AND SALES OF VARIOUS PRODUCTS FOR DOMESTIC AND FOREIGN MANUFACTURES
118758		ANNE KLEIN (CHINESE CHARACTERS - ENGLISH TRANSLATION ELEGANT COURT LADY	9/20/1993	82046798	7/1/1995	76657	REGISTERED		8
	8 - SERVICE IN IMPORT-EXPORT TRADING AND AGENT FOR QUOTATIONS, TENDERS AND SALES OF VARIOUS PRODUCTS FOR DOMESTIC AND FOREIGN MANUFACTURES
118463		ANNE KLEIN 2 Logo	7/19/2000	89041557	9/16/2001	961645	REGISTERED		25
	25 - Coats, overcoats, trench coats, raincoats, anoraks, parkas, blazers, jackets, cardigans, boleros, sport coats, wind resistant jackets, fur stoles, suits, vests, dresses, caftans, evening gowns, jumpers, skirts, pants, slacks, trousers, jeans, dungarees, jumpsuits, overalls, coveralls, flight suits, jogging suits, sweat pants, shorts, skorts, culottes, sweaters, pullovers, jerseys, shirts, formal shirts, blouses, tunics, sweatshirts, t-shirts, halter tops, tank tops, bodysuits, unitards, camisoles, chemises, undershirts, slips, bustiers, garter belts, briefs, boxer shorts, bloomers, underpants, panties, thermal underwear, lingerie, nightgowns, night shirts, negligees, robes, pajamas, aprons, hosiery, pantyhose, tights, knee high stockings, leg warmers, leggings, socks, neckties, bow ties, ascots, pocket squares, scarves, shawls, neckerchiefs, gloves and mittens for clothing use, belts (clothing), sashes, cummerbunds, swimwear, bathing suits, beach robes, beachwear, sarongs, ski suits, ski bibs, ski pants, thermal socks, golf shirts, golf pants, golf shorts, tennis shirts, tennis pants, tennis shorts, hats, caps, berets, shoes, boots, slippers, sandals, espadrilles, sneakers.
118642		ANNE KLEIN II	7/31/1997	86039491	10/16/1998	821946	REGISTERED		14
	14 - WATCHES, WATCH BANDS, WATCH STRAPS, CLOCKS AND TABLE CLOCKS AND PARTS AND FITTINGS FOR ALL THE AFORESAID GOODS, AND SCARF CLIPS
118659		ANNE KLEIN II	11/18/1986	75/056079	6/16/1987	368262	REGISTERED		43
	43 - HATS AND CAPS
118658		ANNE KLEIN II	11/18/1986	75/056073	6/1/1987	367297	REGISTERED		62
	62 - PRECIOUS METALS, DIAMONDS, PEARLS, JADE, CORAL, ROCK CRYSTAL, CARNELIAN, PRECIOUS STONES, NECKLACES, PINS, BRACELETS, EARRINGS, BANGLES, PENDANTS, WRIST CHAINS, RINGS, NECK CHAINS
118657		ANNE KLEIN II	11/18/1986	75056076	6/1/1987	367007	REGISTERED		48
	48 - BOOTS AND SHOES
118660		ANNE KLEIN II	11/18/1986	75/056077	6/16/1987	368489	REGISTERED		25
	25 - HOSIERY AND PANTY HOSES (local class 47)
118923		ANNE KLEIN II	8/6/1996	85038720	1/1/1998	791364	REGISTERED		25
	25 - CLOTHING FOR MEN, WOMEN AND CHILDREN, NAMELY COATS, SUITS, JACKETS, PANTS, SHIRTS, BLOUSES, DRESSES, SWEATERS, BELTS, SKIRTS, CULOTTES, VESTS, SCARVES, MUFFLERS, SHAWLS, GLOVES, CAMISOLES, SWIMWEAR, HOSIERY (INCLUDING STOCKINGS, PANTYHOSE, KNEE-HIGH AND THIGH-HIGH STOCKINGS, BOOTS, SLIPPERS, HOODS, HATS, CAPS, BERETS, AND COWLS.
118661		ANNE KLEIN II	11/18/1986	75/056075	7/1/1987	369278	REGISTERED		18
	18 - HANDBAGS, TRAVELING BAGS, WALLETS, LEATHER BAGS, PURSES, LEATHER SACKS, POCKET WALLETS, KEY CASES, COSMETIC BAGS, SHOULDER BAGS

Owner Trademark Report by Mark Printed: 5/7/2009 Page 97

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued ...
118656		ANNE KLEIN II	11/18/1986	75/056078	6/11/1987	366953	REGISTERED		25,28
	25 - GLOVES FOR CLOTHING USE AND PROTECTION AGAINST COLD;
	28 - GLOVES FOR SPORTING USE
118662		ANNE KLEIN II	11/18/1986	75/056072	6/15/1987	368568	REGISTERED		18
	18 - ALL KINDS OF UMBRELLAS (Local class 51)
118820		ANNE KLEIN II (ENGLISH AND CHINESE CHARACTERS)	8/4/1986	75/037946	3/11/1987	357845	REGISTERED		25
	25 - Clothing
T30276TW00		ANNE KLEIN NEWYORK	10/26/2006	095053948	8/1/2007	1273751	REGISTERED		03,09,14 18,25
	03 - Fragrances and Cosmetics
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 - Jewelry and Watches
	18 - Handbags and small leather goods
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30107TW00		ERIKA	1/20/2004	93002857	10/1/2004	1121823	REGISTERED		25
	25 - blouses, shirts, pullovers, sweaters, pants, shorts, skirts, dresses, vests, Jackets, coats and shoes
T30108TW00		ERIKA COLLECTION	1/20/2004	93002858	10/1/2004	1121824	REGISTERED		25
	25 - blouses, shirts, pullovers, sweaters, pants, shorts, skirts, dresses, vests, jackets, coats and shoes
67		EVAN-PICONE	11/18/1982	37341/71	5/16/1983	211653	REGISTERED		44
	44 - Clothes and articles of clothing not included in other classes and other commodities properly belonging to this class
62		EVAN-PICONE	11/18/1982	37340/71	5/16/1983	211760	REGISTERED		48
	48 - Boots, shoes. and other commodities properly belonging to this class
65		EVAN-PICONE	7/16/1990	79-30890	4/1/1991	518930	REGISTERED		43
	43 - Luggage, bags, handbags, purses, suitcases, briefcases, camera bags, pocket wallets, School bags, big hand bags, sport bags, camp bags, beach bags, traveling bags, make-up bags, brief bags and key bags
64		EVAN-PICONE	12/7/1981	40777/70	7/1/1982	182270	REGISTERED		6
	6 - Cosmetics, perfumes, covering emulsions, lotions, creams, moisturizers, toners, nail enamels, nail hardener, base coat, top coat, cuticle creams, cuticle remover, nail enamel remover, lip gloss, lipstick, lipstick brushes, lip color pencils, eye shadow, eye creams, mascara, mascara remover, eye liner, eye-brow pencils, theatrical make-up, liquid make-up, pressed powder compacts, talcum powder, shaving foam, after shave lotions, moisturizers, hair preparations, perfumed bath oils, bath powders, and other commodities properly belonging in
56		EVAN-PICONE	8/21/2002	91035901	5/6/2003	1043009	REGISTERED		05
	05 - Deodorants not for personal use, medicated hair tonics and fragrance preparations
63		EVAN-PICONE	8/21/2002	91035902	11/16/2003	1064806	REGISTERED		03
	03 - Fragrances sprays for human bodies soaps, creams, lotions and creams, moisturizers, sun tanning lotions and shampoos for human bodies; cosmetic products, namely, face and body powders, foundation, lipstick, lip pencils, blush, eyeshadow, eyecream, eyeliner, mascara and eyebrow pencils.
60		EVAN-PICONE	8/21/2002	91035900	6/1/2003	1045660	REGISTERED		14
	14 - Precious metals, diamonds, jade, corral, crystals, agates, jewels, minerals not included in other classes, articles and imitations thereof covering bracelets, rings and necklaces and other commodities properly belonging in this class.
T30124TW00		GLO	11/10/2004	93052000	9/1/2005	1171309	REGISTERED		25
	25 - socks, hosiery, panty hoses and stockings
T30200TW00		JEANSTAR	11/2/2004	93050591	8/1/2005	1166823	REGISTERED		025
	025 - Class 25 - pants, jeans, jumpsuits, shorts, shirts, sweaters, sweatshirts, jogging suits, sports coats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, footwear, blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, briefs, bras
382		JONES NEW YORK	6/13/1997	86029496	1/16/1999	835883	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 98

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued ...
T00103TW04		JONES NEW YORK	12/4/2006	95060528	10/1/2007	1282247	REGISTERED		25
	25 - clothing; skirts; suits; trousers; shirts; dresses; outer clothing; sweaters; business suit; outer clothing for sports; vests; jackets; underwear; scarves; head kerchief; mantillas; neckties; bow ties; hosiery; boots; shoes
T30203TW00		JONES NEW YORK	12/28/2004	93059971	9/16/2006	01228814	REGISTERED		025
	025 - jackets; coats; pants (not being inner pants or sports pants); skirts; dresses; blouses; //knit shirts, knit skirts“J
T30181TW00		JONES NEW YORK SIGNATURE	12/12/2003	92071642	11/16/2004	1128390	REGISTERED		03,09,14 18,25
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
	09 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
	14 - watches and jewelry
	18 - Luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport cases; umbrellas
	25 - Apparel and footwear
T30044TW00		JUDITH JACK	9/27/2001	90039779	6/16/2002	1002279	REGISTERED		14
	14 - Watches and jewelry
T30044TW01		JUDITH JACK	9/26/2001	90039780	11/16/2002	1023455	REGISTERED		18
	18 - Handbags
T30044TW02		JUDITH JACK	9/26/2001	90039781	11/1/2002	1021158	REGISTERED		25
	25 - Belts (clothing)
T30110TW00		JUDITH JACK in Chinese
		Characters	11/28/2001	90048516	8/1/2002	1009598	REGISTERED		14
	14 - Watches and Jewelry
T30110TW01		Judith Jack in Chinese Characters	11/28/2001	90048517	1/3/2003	1035191	REGISTERED		18
	18 - Handbags
T30110TW02		Judith Jack in Chinese Characters	11/28/2001	90048518	11/16/2002	1023858	REGISTERED		25
	25 - Belts (clothing).
T30162TW00		LEI.	7/23/1999	88036128	7/31/2002	1011987	REGISTERED		25
	25 - Apparel footwear and headgear
T30155TW00		LEI. Design	7/23/1999	88036129	9/16/2002	1011988	REGISTERED		25
	25 - Apparel footwear and headgear
T30154TW02		LEI. LIFE ENERGY INTELLIGENCE Design	1/18/1999	88001890	8/1/2002	1009918	REGISTERED		25
	25 - Apparel footwear and headgear
T30157TW00		LIFE ENERGY INTELLIGENCE	7/23/1999	88036127	8/16/2002	1011986	REGISTERED		25
	25 - Apparel footwear and headgear
118663		Lion Head Design	1/10/1987	76/001140	11/15/1987	382726	REGISTERED		25
	25 - ALL KINDS OF CLOTHING (Local class 44)
T30171TW00		NAPIER (Stylized)			11/16/1994	660772	REGISTERED		056
	056 - Jewelry made of precious and semi-precious materials, precious metals, diamonds brooch, ring, necklace, bracelet, and earring.
T00168TW00		PICONE	3/20/2002	91006454	3/1/2003	1035491	REGISTERED		25
	25 - Dresses, suits, shorts, blouses, shirts, pants, skirts, coats, shoes, boots, slippers, gloves for clothing/warming, hats, hosiery, swim-suits, nightgowns, pajamas, bras, and panties.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 99

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued ...
576		X-AM			10/16/1994	658687	REGISTERED		25
	25 - Clothing, footwear, headgear.
THAILAND
118981		A LINE ANNE KLEIN	6/12/1995	287268	6/12/1995	287268/TM87774	REGISTERED		25
	25 - Jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, suits, trousers, pants, jeans, shorts, t-shirts, skirts, jumpsuits, sweaters, cardigans, belts, lingerie, mufflers, ascots and ties, overalls, gloves, scarves, stockings (knee-high and thigh-high), pantyhose, tights, socks, leggings, leotards, swimwear, jumpers, capes, vests, collars, chemises, slips, petticoats, pajamas, negligees, nightgowns, tank tops, camisoles, pullovers, bodysuits, stoles; boots, shoes, athletic footwear, slippers, except footwear for children; caps, hats and
247187		AK ANNE KLEIN	6/9/2005	593000	10/10/2006	31461	REGISTERED		35
	35 - Advertising and publicity services; Bringing together various kinds of goods to conveniently view and purchase for buyers; on-line services relating to advertising and publicity; providing business information through the internet
247186		AK ANNE KLEIN	6/9/2005	592999	8/29/2006	247378	REGISTERED		25
	25 - Jackets, coats, parkas, raincoats, blazers, blouses, shirts, dresses, suits, trousers, pants (except underpants and sports pants), jeans, shorts, t-shirts, skirts, jumpsuits, sweaters, cardigans, belts, lingerie, mufflers, ascots and ties, overalls, gloves, scarves, stockings (knee-high and thigh-high), pantyhose, tights, socks, leggings, leotards, swimwear, jumpers, capes, vests, collars, chemises, slips, petticoats, pajamas, negligees, nightgowns, tank tops, camisoles, pullovers, bodysuits, stoles; boots, shoes including sport shoes, slippers;
247185		AK ANNE KLEIN	6/9/2005	592998	3/21/2007	258103	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
T30354TH03		AK ANNE KLEIN	10/7/2006	644124	10/6/2006	TM271681	REGISTERED		03
	03 - Fragrances and Cosmetics
T30354TH05		AK ANNE KLEIN	10/10/2006	644126	11/6/2006	644126	REGISTERED		14
	14 - Jewelry and Watches
124240		ALBERT NIPON	4/17/2003	516056	4/17/2003	516056/TM205256	REGISTERED		3
	3 - Perfumery, eau de cologne, essential oils, soaps, bath salts, skin creams, preparations (cosmetics) for skin care, eyebrow pencils, false eyelashes, eye shadows, eye pencils, lipsticks, rouge, face powders, mascara, lip pencils, nail polish, pomades, preparations (cosmetics) for hair care, hair shampoos, hair conditioners, talcum powder, sunscreen preparations (cosmetics), and toothpaste.
118785		ANNE KLEIN	11/24/1994	276395	11/24/1994	276395/SM3828	REGISTERED		35
	35 - Retail store services
118756		ANNE KLEIN	12/16/1993	257449	12/16/1993	257449/TM21892	REGISTERED		18
	18 - Billfolds, wallets, purses, checkbook clutches, cosmetic cases, credit card cases, key cases, cosmetic pouches, coin purses, carry-all clutches, coin/key purses, secretaries, key fobs and handbags.
118745		ANNE KLEIN	7/19/1993	248666	7/19/1993	248666/TM18324	REGISTERED		14
	14 - Earrings, bracelets, pendants, pins, necklaces, neck chains, scarf clips, barrettes, pony tail holders, jewelry headbands, chain belts, key rings, dress bracelet watches, sport bracelet watches, bangle bracelet watches, pendant (i.e. necklace) watches with chains; leather watchbands, and leather straps.
118701		ANNE KLEIN & Lion Head Design	7/18/1990	204618	7/18/1990	425460/TM137252	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, dresses, blouses, sweaters, belts, gloves, shawls, scarves, mufflers, swimwear and hosiery, including stockings, pantyhose, knee-high and thigh-high stockings, cut and sewn specialty tights (or stockings) and socks, hats, caps, berets, hoods, cowls, and earmuffs, shoes, boots, sandals, slippers, galoshes, sneakers and sport shoes.
118821		ANNE KLEIN II	9/3/1987	168820	9/3/1987	341801/TM63619	REGISTERED		25
	25 - Coats, suits, jackets, pants, shirts, blouses, dresses, sweaters, belts (for clothing), skirts, culottes, vests, scarves, mufflers, shawls, gloves, pocket squares, camisoles, swimwear, stockings, pantyhose, knee high and thigh high stockings, cut and sewn specialty tights or stockings and socks, hoods and knitted headwear, shoes (excluding sport shoes), loafers, espadrilles, pumps, slingbacks, thongs, clogs, sandals, boots and slippers.
T30276THOO		ANNE KLEIN NEW YORK	10/7/2006	644129	10/6/2006	TM271680	REGISTERED		03
	03 - Fragrances and Cosmetics

Owner Trademark Report by Mark							Printed: 5/7/2009	Page 100
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
THAILAND continued ...
T30276TH02		ANNE KLEIN NEW YORK	10/7/2006	644131	1/8/2008	274198	REGISTERED		14
	14 - Jewelry and Watches
T30276TH03		ANNE KLEIN NEW YORK	10/7/2006	644132	10/24/2007	644132	REGISTERED		18
	18 - Handbags and small leather goods
T30276TH04		ANNE KLEIN NEW YORK	10/7/2006	644133	11/6/2006	644133	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30107TH00		ERIKA	1/31/2005	580249	1/30/2005	Kor253231	REGISTERED		25
	25 - “upper outer garments (not being inner or sports garments), inner upper garments, pants (not being inner sports pants), sport upper garments, inner pants, sport pants, underwear, sleepwear, dresses, suits, skirts, wristbands, scarves, shawls, ties, gloves, socks, stockings, shoes (not being sport shoes), sports shoes, hats, headbands and belts”.
279		EVAN-PICONE	7/16/1990	423525	7/16/1990	Kor118608	REGISTERED		37
	37 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
280		EVAN-PICONE	10/13/1981	120435	10/13/1981	46712	REGISTERED		38
	38 - Clothing, footwear, headgear.
278		EVAN-PICONE	7/16/1990	423526	7/16/1990	Kor118607	REGISTERED		50
	50 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30045TH00		JJ and DEVICE	11/9/1988	373337	11/9/1988	Kor 897545	REGISTERED		14
	14 - GOLD AND SILVER JEWELRY
402		JONES NEW YORK	7/24/1997	339468	7/24/1999	Kor84692	REGISTERED		25
	25 - skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, socks, tights, pantyhose, nylon stockings, shoes, boots, sandals, slippers, slacks, pants, (except for sport pants), sport coats, ties, shawls.
383		JONES NEW YORK	7/24/1997	339467	7/24/1999	Kor 84691	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30203TH00		JONES NEW YORK	12/28/2004	577433	12/28/2004	Kor226096	REGISTERED		025
	025 - jackets; coats; pants (not being inner pants or sports pants); skirts; dresses; blouses; I/knit shirts, knit skirts”./
T30181TH00		JONES NEW YORK SIGNATURE	1/9/2004	541155	1/8/2004	Kor210792	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
T30181TH01		JONES NEW YORK SIGNATURE	1/9/2004	541156	11/17/2004	Kor205642	REGISTERED		09
	09 - eye wear
T30181TH02		JONES NEW YORK SIGNATURE	1/9/2004	511157	1/10/2005	Kor207816	REGISTERED		14
	14 - watches and jewelry
T30181TH03		JONES NEW YORK SIGNATURE	1/912004	541159	1/9/2004	Kor214180	REGISTERED		18
	18 - handbags and leather straps
T30181TH04		JONES NEW YORK SIGNATURE	1/9/2004	541160	1/9/2004	Kor2124336	REGISTERED		25
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits
T30046TH00		JUDITH JACK THAILAND AND JJ AND DESIGN	7/20/1994	268946	7/20/1994	Kor36217	REGISTERED		14
	14 - RINGS, BROOCHES, EARRINGS, NECKLACES, BRACELETS, PENDANTS MADE OF GOLD, SILVER AND PLATINUM AND TRINKETS OF JEWELRY.
T30162TH00		L.E.I.	9/1/1999	Kor11949	9/1/1999	Kor11949	REGISTERED		25
	25 - Apparel footwear and headgear

Owner Trademark Report by Mark							Printed: 5/7/2009	Page 101
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
THAILAND continued ...
T30155TH00		L.E.I. Design	2/23/1999	na	2/23/1999	Kor122039	REGISTERED		25
	25 - Apparel footwear and headgear
T30154TH07		L.E.I. LIFE ENERGY	5/10/2001	na	5/10/2001	Kor133870	REGISTERED		25
		INTELLIGENCE Design
	25 - Apparel footwear and headgear
118757		Lion Head Design	7/19/1993	248667	7/19/1993	248667/TM19067	REGISTERED		14
	14 - Earrings, bracelets, pendants, pins, necklaces, neck chains, scarf clips, barrettes, pony tail holders, jewelry headbands, chain belts, key rings, dress bracelet watches, sport bracelet watches, bangle bracelet watches, pendant (i.e. necklace) watches with chains; leather watchbands, and leather straps.
118746		Lion Head Design	12/16/1993	257450	12/16/1993	257450/TM20132	REGISTERED		18
	18 - Billfolds, wallets, purses, checkbook clutches, cosmetic cases, credit card cases, key cases, cosmetic pouches, coin purses, carry-all clutches, coin/key purses, secretaries, key fobs and handbags.
T30005TH00		NAPIER	12/3/1987	347235	9/1/1988	Kor66244	REGISTERED		14
	14 - JEWELRY MADE OF GOLD, JEWELRY MADE OF SILVER, JEWELRY MADE OF PLATINUM, PERSONAL ORNAMENTS MADE OF JEWELRY, TRINKETS, SEMI-PRECIOUS STONES, BRACELETS, EARRINGS, RINGS MADE OF PRECIOUS METAL, PASTE DIAMONDS, PERSONAL ORNAMENTS IMITATED OF [PRECIOUS METAL, PERSONAL ORNAMENTS IMITATE OF JEWELRY MADE OF GOLD, AND PERSONAL ORNAMENTS MADE OF GOLD AND SILVER PLATED.
TRINIDAD & TOBAGO
T30276TT00		AK ANNE KLEIN	11/30/2006	38026	11/30/2006	38026	REGISTERED		3,9,14 18,25
	3 -
	9 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
	14 -
	18 -
	25 -
TURKEY
118974		A LINE & DESIGN	12/26/1994	45547/94	12/26/1994	158184	REGISTERED		14,18,25
	14 - Jewelry and all types and kinds of watches and clocks.
	18 - Pocketbooks; cosmetic cases made of leather or imitations thereof, clutches, purses, money bags, wallets, rucksacks, billfolds, credit card cases, checkbook holders, key cases, pouches, travel kits and passport cases.
	25 - Clothing, especially coats, raincoats, suits, skirts, jackets, cardigans, bomber jackets, baseball jackets, parkas, blazers, trousers, shirts, T-shirts, jeans, overalls, dresses, camisoles, blouses, sweaters, belts-hangers, gloves, scarves, foulards, neckwear, shawls, swimwear (swimsuits, sports, towel clothing, bonnets, sea shoes), knit leggings (gaiters), socks and stockings (short, long, normal socks and pantyhose), tights, shoes, boots, high-boots and sporting shoes for sporting, slippers, hats, casquettes, caps, sun visors.
T30276TR00		AK ANNE KLEIN	8/21/2006	040431	8/21/2006	040431	REGISTERED		18,25,35
	18 - Leather goods
	25 - Clothing, footwear
	35 - Advertising and business services
118743		ANNE KLEIN	5/10/1993	38615/93	5/10/1993	143371	REGISTERED		14,18,25 16
	14 - Jewelry and all types and kinds of watches and clocks.
	18 - Cosmetic cases made of leather or imitations thereof, clutches, purses, money bags, wallets, rucksacks, billfolds, credit card cases, checkbook holders, key cases, pouches, travel kits and passport cases.
	25 - Clothing, especially coats, suits, jackets, trousers, shirts, dresses, blouses, sweaters, belts, gloves, scarves, foulards, mufflers, shawls, swimwear (swimsuits, shorts, towel clothing, bonnets, seawear), socks and stockings (short, long, normal socks and pantyhose), tights, footwear, boots, high boots and sporting shoes for sporting, slippers, hats, casquettes, caps, sun visors.
	16 - Pocketbooks.

Owner Trademark Report by Mark								Printed:517/2009	Page 102
REFERENCE		MARK		FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TURKEY continued ...
118863			ANNE KLEIN" (stylized)	8/10/1990	51601/90	8/10/1990	123951	REGISTERED		3,9,14
										18,25
	3 - Perfumed or odorless and/or colored or uncolored soaps; cosmetics (creams, emulsions, lotions, gels and oils, face masks, make-up powders for bath and hygienic purposes), deodorant soaps, bath and shower preparations (salts, foams, oils, gels), depilatories, deodorizers and antiperspirants, hair care preparations (waving, straightening, fixing, cleaning), hair creams and balsams, hair sprays, brilliants (forming and protecting), shaving creams and foams, lotions, face and eyes make-up and cleansing preparations thereof, lipsticks, preparations for nail care and embellishment (nail polish and similar and polish removers), external personal hygienic preparations, sunbath preparations, suntan preparations, preparations against skin wrinkles, dentifrices and toothpastes and tablets and liquids cleaning for tooth prosthesis; perfumery (essential oils, eau de colognes, lotions, eau de toilettes, eau de colognes sprays), body creams.
	9 - Sunglasses, ophthalmic eyeglass frames, ophthalmic sunglass frames and their glass.
	14 - Jewelry (made of precious metals or their coated or precious stones therewith (diamond, ruby, pearl, emerald, brilliant, agate, garnet, sapphire), earring, ring, bracelet, watch chains, watch bracelets, watch holders, brooch, clasp, pendant, chain, necklace, buckles, name tag, medallions.
	18 - Wallets, portfolio, purses, billfolds, checkbook clutches, key cases, cosmetic bags, cosmetic pouches, coin purses, carry-all clutches, coin/key purses, secretaries, key chains, key fobs, brief cases, handbags made from leather or imitations of leather.
	25 - Clothing, particularly suits, jackets, trousers, skirts, culottes, dresses, tailleurs, vests, shirts, undershirts, combinations, blouses, T-shirts, sweaters, belts, hangers, gloves, scarves, foulards, mufflers, shawls, hoods, pocket squares, swimwear, towels, towel dresses, bonnets, beach shoes, socks and hats, caps, sun-visors.
T30276TR01			ANNE KLEIN NEW YORK	1/18/2006	2007001527	1/18/2007	2007001527	REGISTERED		18,25,35
										3,9
	18 - Leather goods
	25 - Clothing, footwear
	35 - Advertising and business services
	3-
	9-
284			EVAN-PICONE	11/9/1981	101556	11/9/1981	133760	REGISTERED		25
	25 - Skirts, suits, slacks, shorts, blouses, dresses, coats for women and misses
365			JONES NEW YORK	9/5/1997	9713202	9/5/1997	97013202	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	Clothing, footwear, headgear. 25 -
T00103TR01			JONES NEW YORK	7/23/2004	23104	7/23/2004	23104	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related
T30162TR00			L.E.I.	8/3/1999	na	8/3/1999	1999012678	REGISTERED		25
	25 - Apparel footwear and headgear
T30154TR02			L.E.I. LIFE ENERGY	2/2/1999	na	2/2/1999	205990	REGISTERED		25
			INTELLIGENCE Design
	25 - Apparel footwear and headgear
T30162TR01			L.E.I. Design	8/3/1999	na	8/3/1999	1999012679	REGISTERED		25
	25 - Apparel footwear and headgear
T30157TR00			LIFE ENERGY INTELLIGENCE	8/3/1999	na	8/3/1999	1999012677	REGISTERED		25
	25 - Apparel footwear and headgear
118	744		Lion Head Design	5/10/1993	38616/93	5/10/1993	143372	REGISTERED		14,18,25 16
	14 - Jewelry and all types and kinds of watches and clocks.
	18 - Cosmetic cases made of leather or imitations thereof, clutches, purses, money bags, wallets, rucksacks, billfolds, credit card cases, checkbook holders, key cases, pouches, travel kits and passport cases.
	25 - Clothing, especially coats, suits, jackets, trousers, shirts, dresses, blouses, sweaters, belts, gloves, scarves, foulards, mufflers, shawls, swimwear (swimsuits, shorts, towel clothing, bonnets, seawear), socks and stockings (short, long, normal socks and pantyhose), tights, footwear, boots, high boots and sporting shoes for sporting, slippers, hats, casquettes, caps, sun visors.
	16 - Pocketbooks.
TURKS & CAICOS

Owner Trademark Report by Mark							Printed: 5/7/2009	Page 103
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TURKS & CA/COS continued ...
T30044TC00		JUDITH JACK	1/3/2002	12666	1/3/2002	12666	REGISTERED		14
	14 - All goods listed in class to include watches and jewelry
T30044TC01		JUDITH JACK	1/3/2002	12667	1/3/2002	12667	REGISTERED		18
	18 - All goods listed in Class 18 to include “Handbags”.
T30044TC02		JUDITH JACK	1/3/2002	12668	1/3/2002	12668	REGISTERED		25
	25 - All goods listed in Class to include “belts”.
UKRAINE
118768		ANNE KLEIN	1/28/1994	94010395IT	1/28/1994	11549	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30162UA00		L.E.I.	7/22/1999	na	7/22/1999	26377	REGISTERED		25
	25 - Apparel footwear and headgear
T30154UA00		L.E.I. LIFE ENERGY	7/15/1999	99072485	10/15/2002	27359	REGISTERED		25
		INTELLIGENCE Design
	25 - Apparel footwear and headgear
T30162UA01		L.E.I. Design	7/22/1999	na	7/22/1999	26375	REGISTERED		25
	25 - Apparel footwear and headgear
T30157UA00		LIFE ENERGY INTELLIGENCE	7/22/1999	na	7/22/1999	26376	REGISTERED		25
	25 - Apparel footwear and headgear
UNITED ARAB EMR
247188		AK ANNE KLEIN	6/21/2005	70605	3/19/2006	58869	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; handbags, shoulder bags, evening bags, cosmetic bags (sold empty), cosmetic cases (sold empty), cosmetic pouches (sold empty), grooming kits (sold empty), leather shoulder belts, wallets, billfolds, credit card cases, business card cases, key cases, key fobs, passport cases, coin purses, coin/key purses, carry-all clutches, check book clutches, clutch purses, general purpose purses, pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, attache cases, briefcases, briefcase type portfolios, leather envelopes for carrying personal papers, secretaries, satchels, suitcases, luggage, trunks; umbrellas, beach umbrellas, parasols and walking sticks
T30354AE03		AK ANNE KLEIN	10/30/2006	86810	4/7/2008	87268	REGISTERED		3
	3-
T30354AE04		AK ANNE KLEIN	10/30/2006	86811	3/2/2008	86660	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30354AE05		AK ANNE KLEIN	10/30/2006	86812	3/2/2008	86658	REGISTERED		14
	14 - Jewelry and Watches
118804		ANNE KLEIN	6/29/1998	27405	5/9/1999	22126	REGISTERED		25
	25 - Coats, suits, jackets, blazers, vests, pants, shorts, shirts, dresses, skirts, blouses, cardigans, belts, gloves, ties, leggings, scarves, ear muffs, shawls, dressing gowns, bathing suits, hosiery (including stockings, pant legs, knee-highs, tights & socks), shoes, sandals, boots, slippers, head gear, hats, caps, and berets.
118805		ANNE KLEIN	6/29/1998	27406	5/9/1999	22128	REGISTERED		35
	35 - Retail store services.
T30276AE00		ANNE KLEIN NEW YORK	10/30/2006	86813	3/3/2008	86672	REGISTERED		03
	03 - Fragrances and Cosmetics
T30276AE01		ANNE KLEIN NEW YORK	10/30/2006	86815	3/2/2008	86664	REGISTERED		09
	09 - Ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related accessories.
T30276AE02		ANNE KLEIN NEW YORK	10/30/2006	86817	3/2/2008	8655	REGISTERED		14
	14 - Jewelry and Watches
T30276AE03		ANNE KLEIN NEW YORK	10/30/2006	86819	1/26/2009	92898	REGISTERED		18
	18 - Handbags, small leather goods, namely wallets, coin purses and key cases

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REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
UNITED ARAB EMR continued ...
T30276AE04		ANNE KLEIN NEW YORK	10/30/2006	86820	3/2/2008	89637	REGISTERED		25
	25 - Belts, blouses, camisoles, coats, footwear (shoes, boots, sandals, slippers), gloves, jackets, leg wear (both sheer and casual), mufflers, pants, scarves, shirts, skirts, stoles, sleepwear, socks, swimwear and vests.
T30044AE00		JUDITH JACK	1/21/2002	45893	1/21/2002	36854	REGISTERED		14
	14 - Jewelry and watches
T30044AE01		JUDITH JACK	1/21/2002	45895	1/21/2002	36853	REGISTERED		25
	25 - Belts
T30114AE00		JUDITH JACK	1/21/2001	45894	1/21/200	36852	REGISTERED		18
	18 - Handbags
UNITED KINGDOM
118946		A (underscored) LINE ANNE	3/6/1991	1457768	2/12/1993	B1457768	REGISTERED		18
	18 - Articles made from leather; trunks, suitcases, bags, umbrellas, parasols, walking sticks and whips; all included in Class 18.
118944		A (underscored) LINE ANNE KLEIN (Design)	3/6/1991	1457769	2/12/1993	B1457769	REGISTERED		25
	25 - Articles of clothing; headwear; footwear; all included in Class 25; but not including children’s footwear.
118945		A (underscored) LINE ANNE KLEIN (Design)	3/6/1991	1457767	9/3/1993	B1457767	REGISTERED		14
	14 - Articles made of precious metals or their alloys or coated therewith; jewelry; horological and chronometric instruments; all included in Class 14.
118381		ALBERT NIPON	2/11/1982	1169623	2/11/1982	1169623	REGISTERED		25
	25 - Articles of clothing for women and girls.
118378		ALBERT NIPON	1/31/1984	1211891	1/31/1984	1211891	REGISTERED		20
	20 - Bags and covers, all included in Class 20 for covering cloths.
118385		ALBERT NIPON	1/5/1984	1210215	1/5/1984	1210215	REGISTERED		16
	16 - Paper patterns for making dresses.
118387		ALBERT NIPON	3/1/1983	1191328	3/1/1983	1191328	REGISTERED		18
	18 - Articles of luggage, suitcases, tote bags, portfolios (not being stationery) and attache cases.
118416		ALBERT NIPON	12/8/1981	1166082	12/8/1981	1166082	REGISTERED		3
	3 - Perfumes, eau de cologne, non-medicated toilet preparations; toilet articles included in Class 3.
118388		ALBERT NIPON SUITS	1/19/1990	1411242	1/19/1990	1411242	REGISTERED		25
	25 - Women’s suits, shirts, blouses, skirts, pants and jackets, all included in Class 25.
118707		ANNE KLEIN & Lion Head Design	6/5/1990	1428033	3/6/1992	B1428033	REGISTERED		25
	25 - Articles of clothing included in Class 25 for women and girls.
118601		ANNE KLEIN (Script — Diagonal)	11/21/1973	1021108	11/21/1973	1021108	REGISTERED		3
	3 - Bleaching preparations included in Class 3, and substances for laundry use; soaps; perfumes and perfumed non-medicated toilet preparations, essential oils; cosmetics; hair lotions, and dentifrices.
118603		ANNE KLEIN (Script — Diagonal)	11/21/1973	1021110	11/21/1973	1021110	REGISTERED		18
	18 - Articles included in Class 18 made from leather; trunks, suitcases, bags included in Class 18, umbrellas, parasols, walking sticks and
118602		ANNE KLEIN (Script-Diagonal)	11/21/1973	1021109	11/21/1973	1021109	REGISTERED		14
	14 - Articles of precious metals or their alloys or coated therewith; jewelry; horological and chronometric instruments.
118610		ANNE KLEIN (Script — Horizontal)	10/27/1978	1103696	10/27/1978	1103696	REGISTERED		24
	24 - Textile piece goods, bed sheets, pillow-cases, bed blankets; towels, tablecloths curtains and wall hangings, all of textile materials; bedspreads.
118611		ANNE KLEIN (Script — Horizontal)	10/27/1978	1103697	10/27/1978	1103697	REGISTERED		25
	25 - Articles of clothing for women and girls.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 105

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
UNITED KINGDOM continued...
118609		ANNE KLEIN (Script-Horizontal) With Lion Head Design Below	12/17/1977	1088346	12/17/1977	1088346	REGISTERED		25
	25 - Articles of clothing for women and girls.
118919		ANNE KLEIN II (BLOCK AND STYLIZED SERIES - UK)	8/23/1996	2108364	4/4/1997	2108364	REGISTERED		18
	18 - Goods made of leather and of imitation leather, bags, handbags, purses, coin purses, coin/key purses, wallets, travelling bags, suitcases, hold alls, rucksacks, backpacks, briefcases, belts, umbrellas; articles of luggage; attache cases, shoulder bags, billfolds and pocket wallets; cases for credit cards and for passports; cheque book covers; key cases; cheque book holders, cheque book clutches, key fobs, money belts, carry-all clutches and secretaries, school bags and satchels; tote bags, game bags and hip bags, bags for campers and for climbers; cosmetic bags and pouches; knapsacks, haversacks; lunch bags; sports bags, purses, beach bags, gym bags; carry-ails.
118822		ANNE KLEIN II (stylized)	1/28/1988	1333369	1/28/1988	1333369	REGISTERED		25
	25 - Articles of clothing included in Class 25 for women and girls.
580		CODE BLEU	12/8/1994	n/a		2004924	REGISTERED		25
	25 - Men’s, women’s and children’s jeans, shorts, jackets, skirts, vest shirts, and other clothing, garters, sock suspenders, braces, bands, belts, footwear, special sporting and gymnastic footwear, polo shirts, jogging suits, coats, warm-up suits, hats, neckties, scarves, jumpsuits, sweaters, pajamas, nightshirts and robes, women’s and girls dresses, skirts blouses. jumpers, nightgowns, intimate apparel, panties, bras, petticoats, slips ,half-slips, camisoles, chemises, teddies, garter belts, garters, girdles, pantaloons, tap pants, tank tops, pantyhose, leotards, leggings, tights, men’s and boy’s underwear, briefs and boxer shorts,
T30016GB00		ENCORE	3/21/1986	1263120	3/21/1986	1263120	REGISTERED		14
	14 - Jewelry
T30107GB00		ERIKA	5/24/2002	2301390	5/24/2003	2301390A	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; trunks and travelling bags; luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all-purpose sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags sold empty, briefcase-type portfolios; umbrellas, parasols and walking sticks; small leather goods, clutch purses, cigarette cases, leather key fobs and leather key cases, credit card cases, cosmetic cases, change purses, wallets, eyeglass cases, business card cases, agenda cases and lipstick holders. 25 - Clothing, dresses, acrylic sweaters and pullovers, Indian gauze tops, nylon knit blouses, denim pants and shorts, skirts, vests, T-shirts, polo shirts, sweatshirts, sweat pants, and footwear.
T30108GB00		ERIKA COLLECTION	5/24/2002	2301390	5/24/2003	2301390B	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; trunks and travelling bags; luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all-purpose sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags sold empty, briefcase-type portfolios; umbrellas, parasols and walking sticks; small leather goods, clutch purses, cigarette cases, leather key fobs and leather key cases, credit card cases, cosmetic cases, change purses, wallets, eyeglass cases, business card cases, agenda cases and lipstick holders.
	25 - Clothing, dresses, acrylic sweaters and pullovers, Indian gauze tops, nylon knit blouses, denim pants and shorts, skirts, vests, T-shirts, polo shirts, sweatshirts, sweat pants, and footwear.
T30107GB02		ERIKA DRESSES	5/24/2002	2301390	5/24/2003	2301390D	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; trunks and travelling bags; luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all-purpose sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags sold empty, briefcase-type portfolios; umbrellas, parasols and walking sticks; small leather goods, clutch purses, cigarette cases, leather key fobs and leather key cases, credit card cases, cosmetic cases, change purses, wallets, eyeglass cases, business card cases, agenda cases and lipstick holders. 25 - Clothing, dresses, acrylic sweaters and pullovers, Indian gauze tops, nylon knit blouses, denim pants and shorts, skirts, vests, T-shirts, polo shirts, sweatshirts, sweat pants, and footwear.
T30107GB03		ERIKA SPORT	5/24/2002	2301390	5/24/2003	2301390C	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; trunks and travelling bags; luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all-purpose sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags sold empty, briefcase-type portfolios; umbrellas, parasols and walking sticks; small leather goods, clutch purses, cigarette cases, leather key fobs and leather key cases, credit card cases, cosmetic cases, change purses, wallets, eyeglass cases, business card cases, agenda cases and lipstick holders.
	25 - Clothing, dresses, acrylic sweaters and pullovers, Indian gauze tops, nylon knit blouses, denim pants and shorts, skirts, vests, T-shirts, polo shirts, sweatshirts, sweat pants, and footwear.
503		EVAN-PICONE		N/A	9/5/1968	B930527	REGISTERED		25
	25 - Articles of sportswear and leisurewear; all included in Class 25.
135		EVAN-PICONE	7/2/1990	1430027	7/2/1990	1430027	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 106

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
UNITED KINGDOM continued ...
136		EVAN-PICONE SPORT  (STYLIZED)	3/5/1991	1457438	3/5/1991	1457438	REGISTERED	25
	25 - Clothing, footwear, headgear.
T30124GB00		GLORIA VANDERBILT		1453747	1/1/1998	1453747	REGISTERED	24,21,20
								27
	24 - Bed sheets, duvet covers, pillow cases and shams, bedspreads, coverlets, curtains, quilts, placemats, table napkins, towels, oven gloves and chair pads; household and bed linen; bedroom textile fabrics, curtains, wall hangings, handkerchiefs; travelling rugs; all included
	21 - Porcelain spice jars and racks therefor; wine glasses; household and kitchen utensils and containers; porcelain moulds; candlesticks; parts and fittings for all the aforesaid goods; brushes and combs, and cases therefor; flower and plant pots and holders; figurines and statuettes; all included in Class 21.
	20 - Wood planters; boxes, cases and decorative boxes; baskets, trays, furniture, mirrors and picture frames; parts and fittings for all the aforesaid goods; wall plaques; works of art, figurines and statuettes; all included in Class 20.
	27 - Wall hangings and wall paper; carpets and rugs; all included in Class 27.
T30044GB01		JUDITH JACK	9/27/2001	2281725	9/27/2001	2281725	REGISTERED	14,18,25
	14 - jewelry and watches
	18 - Handbags
	25 - Belts
118394		KASPER	2/24/1998	2159060	2/24/1998	2159060	REGISTERED	25
	25 - Articles of clothing; sweaters, shirts, blouses, t-shirts, pants, jeans, skirts, dresses, shorts, jackets, coats, suits, raincoats, capes, ponchos, shawls, scarves and vests.
118679		Lion Head Design	1/20/1989	1370718	2/15/1991	1370718	REGISTERED	14
	14 - Jewelry, imitation jewelry; precious and semi-precious stones; imitation or synthetic precious stones; articles of precious metals or their alloys or coated therewith; horological and chronometric instruments, all included in Class 14; but not including any such goods being in the Form of or bearing representations of felidae.
118607		Lion Head Design	7/27/1976	1066302	7/27/1976	1066302	REGISTERED	25
	25 - Articles of clothing for women, girls and boys.
T30085GB00		MAGGIE MCNAUGHTON	8/10/1994	1581367		1581367	REGISTERED	25
	25 - WOMEN’S CLOTHING
T30005GB00		NAPIER	8/9/1988	1354253	8/9/1988	1354253	REGISTERED	14
	14 – GOODS NOT LISTED.
T30005GB01		NAPIER	4/24/1991	1462057	10/2/1992	1462057	REGISTERED	14
	14 – GOODS NOT LISTED.
T30005GB02		NAPIER	1/12/1998	2155331	1/12/1998	2155331	REGISTERED	14
	14 – Jewelry made of precious and semi-precious materials.
T30008GB01		NOW YOU’RE DRESSED	7/21/1998	2172691	7/21/1998	2172691	REGISTERED	14
	14 – GOODS NOT LISTED.
133		PICONE SPORT	5/4/1993	1534600	11/6/1998	1534600	REGISTERED	N/A
	N/A - Articles of clothing for women, footwear and headgear; but not including women’s bikinis, swimsu its, beachwear or beach cover-ups
T30005GB03		RICHELIEU	12/6/1984	1231657	12/6/1984	1231657	REGISTERED	14
	14 - JEWELRY
URUGUAY
118699		ANNE KLEIN	1/12/1990	234905	4/27/1993	345588	REGISTERED	3
	3 - All goods in Class 3.
118700		ANNE KLEIN & Lion Head Design	1/12/1990	234906	4/27/1993	345587	REGISTERED	14,25
	14 - All goods in Class 14.
	25 - All goods in Class 25.
304		EVAN-PICONE	8/10/1990	330050	5/27/1991	330050	REGISTERED	18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes: animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 107

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
URUGUAY continued ...
303		EVAN-PICONE	8/1/1984	270574	8/1/1984	178665	REGISTERED		25
	25 - Clothing, footwear, headgear.
468		JONES NEW YORK	8/23/1994	272091	11/1/1996	272091	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00103UY01		JONES NEW YORK	2/20/2006	368705	1/26/2007	368.705	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related
T30154UY00		L.E.I. LIFE ENERGY INTELLIGENCE Design	9/17/1999	na	9/17/1999	309714	REGISTERED		25
	25 - Apparel footwear and headgear
T30157UY00		LIFE ENERGY INTELLIGENCE	3/24/2000	na	3/24/2000	314598	REGISTERED		25
	25 - Apparel footwear and headgear
T30007UY00		NAPIER (Stylized)	10/10/1993	261543	10/10/1993	261543	REGISTERED		14
	14 - GOODS NOT LISTED.
VENEZUELA
118991		A LINE ANNE KLEIN	10/21/1996	17598/96	10/31/1997	201857-P	REGISTERED		25
	25 - Clothing, headgear and footwear, namely jackets, coats, parkas, raincoats, blazers, blouses, shorts, dresses, suits, trousers, pants, jeans, shorts, T-shirts, jumpsuits, sweaters, cardigans, belts, lingerie, mufflers, scarves, ascots, overalls, pantyhose, tights, socks, leggings, swimwear, footwear (including shoes, boots, slippers, and athletic footwear) except children’s footwear, hats, caps, besets, and
T30365VE00		ALBERT NIPON			6/1/1988	133508	REGISTERED		03
	03 - Perfumery, especially perfumes, colognes and products for the dressing table
118694		ANNE KLEIN	1/15/1986	384-86	1/28/1988	132895-F	REGISTERED		3
	3 - Cologne for women and men, skincare products, cosmetic products, beauty care products and personal care products.
118613		ANNE KLEIN & Lion Head Design	5/18/1978	3006	1/25/1981	96837-F	REGISTERED		25
	25 - Clothing, headgear, and footwear
228		EVAN-PICONE	11/5/1980	8391	3/2/1984	107657	REGISTERED		21
	21 - Fragrance decanters.
227		EVAN-PICONE	4/30/1984	3516	5/16/1986	123508-F	REGISTERED		39
	39 - Articles of clothing, hats and shoes.
231		EVAN-PICONE		22274-90	3/2/1984	107655	REGISTERED		03
	03 - Fragrance and Cosmetics
223		EVAN-PICONE	11/5/1980	8390	3/2/1984	107656	REGISTERED		14
	14 - Articles of jewelry.
T00066VE04		EVAN-PICONE		N/A	6/10/1994	234392	REGISTERED		18
	18 - Handbags
469		JONES NEW YORK	9/28/1994	1298194	2/9/1996	P186929	REGISTERED		25
	25 - Women’s, Junior Misses, & Petites Clothing
T00103VE01		JONES NEW YORK	2/8/2006	3727	11/30/2006	na	REGISTERED		9
	9 - Men’s and women’s ophthalmic eyewear (including ophthalmic sunglasses that are prescription quality and sold only through “optical” retail stores, opticians, optometrists and dispensing ophthalmologists) and related accessories; non-prescription sunglasses and related
T30154VE00		L.E.I. LIFE ENERGY INTELLIGENCE Design	9/29/2000	na	9/28/2000	P223842	REGISTERED		25
	25 - Apparel footwear and headgear
T30157VE00		LIFE ENERGY INTELLIGENCE	2/25/2000	na	2/25/2000	P218365	REGISTERED		25
	25 - Apparel footwear and headgear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 108

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
VENEZUELA continued ...
T30007VE00		NAPIER (stylized)	3/27/1992	6066-92	10/7/1994	F169788	REGISTERED	14
	14 - All goods in International Class 14.
VIETNAM
118734		ANNE KLEIN	3/12/1992	6456	9/12/1992	5985	REGISTERED	25
	25 - Clothing, namely, coats, suits, jackets, blazers, vests, pants, shorts, jumpsuits, jeans, culottes, shirts, T-shirts, skirts, dresses, blouses, sweaters, cardigans, hats, headbands, belts, gloves, knitted headwear, mufflers, lingerie, neckwear, swimwear, socks, hosiery, stockings, pantyhose, leggings, scarves, shawls, raincoats, rainjackets, water repellant ponchos, hoods, camisoles and shoes.
118787		ANNE KLEIN	11/2/1995	25692	7/31/1996	21722	REGISTERED	14
	14 - Precious metals, alloys of precious metals, goods in precious metals or coated therewith, jewelry, precious stones, horological and chronometric instruments, watches.
T00066VN00		EVAN-PICONE	2/15/1993	10651	2/15/1993	9124	REGISTERED	9,25
	9 -
	25 -
T30181VN00		JONES NEW YORK SIGNATURE	1/6/2004	00136	4/22/2005	62154	REGISTERED	03,09,14 18,25
	03 - Perfume, cologne, eau de toilette, room and personal fragrance sprays, soaps, namely hand soap and skin soap, skin cleansers, skin lotions and creams, skin moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation make-up, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eyeliner, mascara and eyebrow pencils
	09 - Sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames.
	14 - jewelry and watches
	18 - Luggage, handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, cosmetic bags sold empty, briefcase type portfolios, umbrellas; Small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses,wallets, business card cases and passport cases; umbrellas
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits and footwear namely, shoes, boots, sandals, sneakers and slippers
VIRGIN ISLANDS
118797		ANNE KLEIN			10/7/1996	7306	REGISTERED	18
	18 - Pocketbooks.
			END OF REPORT			TOTAL ITEMS SELECTED =		1453

TRADEMARK REGISTRATIONS
Foreign
Nine West Development Corporation

Owner Trademark Report by Country	Printed: 5/7/2009	Page 1
Country Omitted UNITED STATES
Status: REGISTERED

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ANDORRA
T30202AD00	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags.
	25 - Clothing, footwear, headgear.
	35 - Retail store services.
ANGUILLA
T00012AI00	BANDOLINO (Word Mark)		3486		8/19/2002	3486	REGISTERED		18,25,35 42
	18 - All goods in the class.
	25 - All goods in the class.
	35 - All services in the class.
	42 -
T00055AI00	EASY SPIRIT (Word Mark)		3488		8/19/2002	3488	REGISTERED		18,25,35 42
	18 - All goods in the class.
	25 - All goods in class.
	35 - All services in class.
	42 - All services in class.
T30224AI00	ENZO ANGIOLINI (Word Mark)				8/19/2002	3487	REGISTERED		9,14,18 25,35
	9 - All goods in class.
	14 - All goods in class.
	18 - All goods in class.
	25 - All goods in class.
	35 - All services in class.
T30202AI00	NINE WEST (Word Mark)		3489		10/2/2002	3489	REGISTERED		09,14,18 25,35,42
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
	25 - Footwear, clothing, headgear. Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs
	35 - Business management, business administration,; office functions and other retail store functions
	42 - Retail store services.
ANTIGUA & BARBUDA
T00055AG02	EASY SPIRIT (Word Mark)	8/2/2002	na		11/27/2005	155/02	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather. (Local class 37)
T30224AG00	ENZO ANGIOLINI (Word Mark)	8/2/2002	na		8/2/2005	156/02	REGISTERED		09,14,18 25
	09 - Eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cards. (Local Class 11)
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather. (Local Class 37)
	25 - Footwear, clothing, headgear, shirts, t-shirts, tanks tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stocking, socks, wristbands, gloves, mitten, leather shoes, canvas shoes, rubber shoes, sandals, slippers, hats, scarves, kerchiefs. (Local Class 38)

Owner Trademark Report by Mark Printed: 5/7/2009 Page 2

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ANTIGUA & BARBUDA continued...
T30202AG00		NINE WEST (Word Mark)	8/2/2002	na	1/16/2003	160/02	REGISTERED		09,14,18
									25
	09 - Eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords (Local class 11)
	14 - Jewelry and watches (Local Class)
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather. (Local Class 37)
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, pOQchos, rainwear, stocking, socks, wristbands, gloves, mitten, leather shoes, canvas shoes, rubber shoes, sandals, slippers, hats, scarves, kerchiefs. (Local Class 38)
ARGENTINA
3834/0552		BANDOLINO (Word Mark)	5/29/2000	2,288746	10/31/2001	1849927	REGISTERED		18
	18 - All goods in the Class.
3834/0553ar		BANDOLINO (Word Mark)	5/29/2000	2,288,747	4/30/2004	1979360	REGISTERED		25
	25 - All goods in the Class.
T30202AR00		NINE WEST (Word Mark)	10/27/2002	2,313,432	6/20/2002	1.876.859	REGISTERED		09
	09 - Eyeglasses and sunglasses
T30202AR02		NINE WEST (Word Mark)	5/16/2005	2590461	9/13/2006	2.113.465	REGISTERED		18
	18 - Accessories, handbags, small leather goods
3834/0669		NINE WEST (Word Mark)	10/25/2000	2,313,433	6/20/2002	1.876.860	REGISTERED		14
	14 - All goods in the Class, namely watches and jewelry.
T0014AR00		NINE WEST LOGO	7/17/1995	1,990,514	7/15/1999	1,744,830	REGISTERED		25
	25 - All goods in Class 25.
3834/0294AR		NINE WEST LOGO	3/23/1999	2,209,530	7/30/2004	1.986,636	REGISTERED		35
	35 - The bringing together of a variety of goods (excepting the transport thereof) to allow the consumer to conveniently view and purchase
3834/0290		NINE WEST LOGO	3/23/1999	2,209,529	5/12/2000	1,793,837	REGISTERED		18
	18 - All goods in the Class.
T20382ARO		WESTIES	2/21/1985	1477069	10/30/1997	1649233	REGISTERED		25
	25 - All goods in Class 25.
ARUBA
T00012AB00		BANDOLINO (Word Mark)	11/29/2002	01112g. 14	11/29/2001	22284	REGISTERED		9,14,25 35,42
	9 - All goods in class.
	14 - All goods in class.
	25 - All goods in class.
	35 - All services in class.
	42 -
T00055AB00		EASY SPIRIT (Word Mark)	11/29/2001	01112g. 11	11/29/2001	22282	REGISTERED		9,14,18 25,35,42
	9 - All goods in class.
	14 - All goods in class.
	18 - All goods in class.
	25 - All goods in class.
	35 - All services in class.
	42 - All services in the class.
T30224AB00		ENZO ANGIOLINI (Word Mark)	11/29/2002	01112g. 15	11/29/2001	22283	REGISTERED		9,14,25 35,42
	9 - All goods in class.
	14 - All goods in class.
	25 - All goods in class.
	35 - All services in class.
	42 - All services in class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 3

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ARUBA continued...
T30202AB00		NINE WEST (Word Mark)	11/29/2001	0012g.13	11/29/2001	22280	REGISTERED		9,14,25
									35,42
	9 - All goods in class.
	14 - All goods in class.
	25 - All goods in class.
	35 - All services in class.
	42-
AUSTRALIA
T20003AU0		9 & CO. (DESIGN)	10/13/1994	643037	10/13/1994	643037	REGISTERED		18
	18 - All goods included in Class 18.
T20003AU1		9 WEST (Stylized)	10/13/1994	643035	10/13/1994	643035	REGISTERED		25
	25 - All goods included in Class 25.
T20011AU0		9 WEST LOGO	1/28/1983	386786	1/28/1983	B386786	REGISTERED		25
	25 - Boots, shoes, slippers and sandals; footwear, all being articles of clothing.
T00003AU00		9 WEST NINE WEST (Series)	5/1/2003	952494	5/1/2003	952494	REGISTERED		18
	18 - Leather and imitations of leather; and goods made of these materials and not included in other classes; bags and baggages; handbags; totes; tote bags; attached cases; briefcases; briefcase-type portfolios; valises; trunks; beach bags; back packs; school bags; duffel bags; suitcases; suitcase handles; luggage; travel bags; traveling bags; garment bags; satchels; wallets; credit card cases; business card cases; cheque-books cases; purses; clutch purses, change purses’ passport cases; cosmetics cases; key cases; leather key fobs; animal skins and hides; umbrellas; parasols; walking sticks; whips; harness and saddlery.
T20039AU0		BANDOLINO (Stylized)	1/7/1963	177872	1/7/1963	A177872	REGISTERED		25
	25 - Shoes.
T20036AU0		BANDOLINO (Word Mark)	8/12/1968	438805	1/3/1986	A438805	REGISTERED		25
	25 - Footwear, including women’s shoes.
T20059AU0		CALICO	12/15/1994	648508	12/15/1994	648508	REGISTERED		25
	25 - Footwear in Class 25, excluding shoes made of calico.
T20059AU1		CALICO	12/15/1994	648509	12/15/1994	648509	REGISTERED		42
	42 - Retail services of footwear excluding footwear made of calico.
T20062AU0		CALICO LOGO	1/2/1985	421255	1/24/1985	B421255	REGISTERED		25
	25 - Shoes in Class 25, excluding shoes made of calico.
T20127AU0		EASY SPIRIT (Word Mark)	5/1/1987	464462	5/1/1987	464462	REGISTERED		25
	25 - Footwear.
T30224AU00		ENZO ANGIOLINI (Word Mark)	6/15/2001	879338	6/15/2001	879338	REGISTERED		35
	35 - Retail store services.
T20150AU0		ENZO ANGIOLINI (Word Mark)	1/15/1985	420838	1/15/1985	B420838	REGISTERED		25
	25 - All forms of footwear including shoes.
T20150AU2		ENZO ANGIOLINI (Word Mark)	10/10/1994	642692	10/10/1994	642692	REGISTERED		42
	42 - Retailing services in this class, namely, retail store services relating to the sale of footwear and clothing.
T20150AU3		ENZO ANGIOLINI (Word Mark)	10/10/1994	642691	10/10/1994	642691	REGISTERED		18
	18 - All goods included in Class 18.
3834/0347		ENZO ANGIOLINI (Word Mark)	3/17/1998	757365	3/17/1998	757,365	REGISTERED		09
	09 - Eyewear, including sunglasses, eyeglasses and eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
T00003AU02		ENZO ANGIOLINI (Word Mark)	10/13/1994	643034	10/13/1994	643034	REGISTERED		42
	42 - Retail services.
T20175AU0		GAROLINI	3/21/1983	388931	3/21/1983	A388931	REGISTERED		25
	25 - Footwear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 4

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
AUSTRALIA continued...
T30078AU00		NINE &COMPANY (Logo)	8/10/2001	885490	8/10/2003	885490	REGISTERED		25
	25 - Clothing, headgear and footwear.
T30202AU01		NINE WEST (Word Mark)			5/1/2003	952494	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; bags and baggage; handbags; totes; tote bags; attache cases; briefcases; briefcase-type portfolios; valises; trunks; beach bags; backpacks; school bags; duffel bags; suitcases; suitcase handles; luggage; travel bags; traveling bags; garment bags; satchels; wallets; credit card cases; business card cases; cheque-book cases; purses; clutch purses; change purses; passport cases; cosmetic cases; key cases; leather key fobs; animal skins, hides; umbrellas, parasols and walking sticks; whips, harness and saddlery;
T30202AU02		NINE WEST (Word Mark)	4/27/2005	1052647	4/27/2005	1052647	REGISTERED		14,18,25
	14 - Jewelry and watches
	18 - Accessories, handbags and small leather goods
	25 - Clothing, footwear, headgear
3834/0346		NINE WEST (Word Mark)	3/17/1998	757366	3/17/1998	757366	REGISTERED		09
	09 - Eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
T30202AU04		NINE WEST (Word Mark)	6/15/2001	879337	6/15/2001	879337	REGISTERED		35
	35 - RETAIL SERVICES BEING IN CLASS 35.
T20247AU0		NINE WEST LOGO	10/10/1994	642689	10/10/1994	642689	REGISTERED		18
	18 - All goods included in Class 18.
3834/0427		NINE WEST LOGO	12/1/1992	591533	12/1/1992	B591533	REGISTERED		42
	42 - Retailing services included in this class, including retail store services relating to the sale of footwear and clothing.
3834/0414		NINE WEST LOGO	11/11/1992	590017	11/11/1992	B590017	REGISTERED		25
	25 - All goods included in this class.
3834/0433		NINE WEST SPA COLLECTION (STYLIZED)	12/30/1992	593429	12/30/1992	B593429	REGISTERED		25
	25 - Boots, shoes, slippers and sandals; footwear, all being articles of clothing.
T20332AU0		SPA NINE WEST & DESIGN	9/2/1994	639492	9/2/1994	639492	REGISTERED		42
	42 - Retailing services included in this class, including retail store services relating to the sale of footwear and clothing.
T20333AU0		SPA NINE WEST (STYLIZED)	10/10/1994	642690	10/10/1994	642690	REGISTERED		18
	18 - All goods included in Class 18.
T20333AU1		SPA NINE WEST (STYLIZED)	9/2/1994	639491	9/2/1994	639491	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20382AU0		WESTIES	1/18/1985	420967	1/18/1985	A420967	REGISTERED		25
	25 - Footwear, including boots, shoes, slippers and sandals and all other goods in class 25.
AUSTRIA
T20011AT0		9 WEST (Logo)	1/17/1985	AM 139/85	11/28/1985	110971	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
T20062AT0		CALICO LOGO	1/22/1985	AM 206/85	7/29/1985	109880	REGISTERED		25
	25 - Shoes.
3834/0241		EASY SPIRIT LOGO	10/14/1988	AM4622/88	2/1/1989	123733	REGISTERED		25
	25 - Footwear, clothing
T20150AT0		ENZO ANGIOLINI (Word Mark)	1/15/1985	AM 117/85	6/13/1985	109376	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers of Italian origin.
T20175AT0		GAROLINI	10/25/1984	AM3306/84	3/13/1986	112004	REGISTERED		25
	25 - Footwear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 5

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
AUSTRIA continued...
T30233AT00		JOAN & DAVID		na	10/13/1997	17083	REGISTERED	18,25
	18 - Handbags
	25 - Footwear
T20247AT0		NINE WEST LOGO	11/16/1992	AM 5512/92	2/10/1993	145847	REGISTERED	18,25
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
	25 - Clothing, footwear, headgear
T20382AT0		WESTIES	1/17/1985	AM 140/85	11/28/1985	110972	REGISTERED	25
	25 - Clothing, including boots, shoes and slippers.
BAHAMAS
3834/0205		9 WEST LOGO	1/18/1985	11515	1/18/1985	11515	REGISTERED	25
	25 - Clothing, headgear and footwear, including boots, shoes and slippers. (Local Class 38)
T20013BS0		9 WEST SPORT LOGO	10/30/1987	12661	10/30/1987	12661	REGISTERED	38
	38 - Clothing, headgear and footwear, including boots, shoes, insoles for shoes and slippers.
T20036BS0		BANDOLINO (Word Mark)	9/12/1974	7961	9/12/1974	7361	REGISTERED	38
	38 - Footwear.
3834/0208		CALICO LOGO	1/23/1985	11518	1/23/1985	11518	REGISTERED	38
	38 - Shoes.
3834/0203		ENZO ANGIOLINI (Word Mark)	1/17/1985	11510	1/15/1985	11510	REGISTERED	38
	38 - All forms of footwear, including especially shoes.
T20247BS0		NINE WEST LOGO	11/10/1992	15527	11/10/1992	15527	REGISTERED	38
	38 - Articles of clothing.
3834/0120		PAPPAGALLO (Word Mark)	10/31/1984	11,457	10/31/1984	11,457	REGISTERED	25,N
	25 - Local Class 38: Ladies’ shoes, belts, blouses, coats, pantyhose, scarves, smocks, dresses, and sweaters. N — *This mark is currently in the name of Nine West Group Inc. pending the acceptance of the assignment to Nine West Development Corporation by the Bahamas Registry.
3834/0204		WESTIES	1/18/1985	11513	1/18/1985	11513	REGISTERED	25
	25 - Clothing, headgear and footwear including boots, shoes and slippers. (Local Class 38)
T20399BS0		YFA BANDOLINO LOGO	11/29/1994	16896	11/29/1994	16896	REGISTERED	25
	25 - All goods, in particular shoes, boots, sandals. (Local Class 38)
BAHRAIN
T20141BH0		EASY SPIRIT (Logo)	8/31/1994	1021/94	8/31/1994	17878	REGISTERED	25
	25 - Footwear.
T20150BH0		ENZO ANGIOLINI (Word Mark)	4/30/1995	SM 495/95	4/30/1995	SM 1638	REGISTERED	42
	42 - Retail store services for purses, handbags and footwear.
T20150BH1		ENZO ANGIOLINI (Word Mark)	4/30/1995	493/95	4/30/1995	18745	REGISTERED	18
	18 - Purses and handbags.
T20150BH2		ENZO ANGIOLINI (Word Mark)	4/30/1995	494/95	4/30/1995	18746	REGISTERED	25
	25 - Shoes.
T30232BH00		MOOTSIES TOOTSIES	6/8/2005	44561	6/8/2005	44561	REGISTERED	18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232BH01		MOOTSIES TOOTSIES	6/8/2005	44562	6/8/2005	44562	REGISTERED	25
	25 - Footwear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 6

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BAHRAIN continued...
T30232BH02		MOOTSIES TOOTSIES	6/8/2005	44563	6/8/2005	44563	REGISTERED		35
	35 - Retail store services
T30202BH00		NINE WEST (Word Mark)	5/2/2005	44274	5/2/2005	44274	REGISTERED		14
	14 - Jewelry and watches
T30202BH01		NINE WEST (Word Mark)	5/2/2005	44275	5/2/2005	44275	REGISTERED		18
	18 - Accessories, handbags, small leather goods
T30202BH02		NINE WEST (Word Mark)	5/2/2005	44276	5/2/2005	44276	REGISTERED		25
	25 - Clothing, footwear, headgear
T30202BH03		NINE WEST (Word Mark)	5/2/2005	44277	5/2/2005	44277	REGISTERED		35
	35 - Retail store services
T30202BH04		NINE WEST (Word Mark)	5/2/2005	44273	5/2/2005	44273	REGISTERED		09
	09 - Sunglasses and eyewear
T20247BHO		NINE WEST LOGO	4/30/1995	490/95	4/30/1995	18743	REGISTERED		18
	18 - Purses and handbags.
T20247BH1		NINE WEST LOGO	4/30/1995	491/95	4/30/1995	18744	REGISTERED		25
	25 - Shoes.
T20247BH2		NINE WEST LOGO	4/30/1995	SM 492/95	4/30/1995	SM 1637	REGISTERED		42
	42 - Retail store services for footwear, purses and handbags.
T30232BH03		SAM & LIBBY	6/812005	44565	6/8/2005	44565	REGISTERED		25
	25 - Footwear
T30232BH04		SAM & LIBBY	6/8/2005	44566	6/8/2005	44565	REGISTERED		35
	35 - Retail store services
T30232BH05		SAM & LIBBY	6/8/2005	44564	6/8/2005	44564	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
BARBADOS
T00012BB00		BANDOLINO (Word Mark)	10/1/2002	N/A	6/12/2003	81/17388	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T00012BB01		BANDOLINO (Word Mark)	10/1/2002	N/A	6/12/2003	81/17389	REGISTERED		25
	25 - Footwear, clothing, headgear, Shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T00012BB02		BANDOLINO (Word Mark)	10/1/2002	N/A	6/12/2003	81/17390	REGISTERED		35
	35 - Retail Store Services
T00055BB00		EASY SPIRIT (Word Mark)			7/9/2003	81/17385	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
T00055BB01		EASY SPIRIT (Word Mark)			7/9/2003	81/17386	REGISTERED		25
	25 - Footwear, clothing, headgear; including, shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers,hats, scarves, kerchiefs.
T00055BB02		EASY SPIRIT (Word Mark)			7/9/2003	81/17387	REGISTERED		35
	35 - Retail store services.
T30224BB00		ENZO ANGIOLINI (Word Mark)	10/1/2002	81/17384	5/24/2005	81/17384	REGISTERED		35
	35 - Retail store services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 7

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BARBADOS continued...
T30224BB01		ENZO ANGIOLINI (Word Mark)	10/1/2002	81/17383	7/29/2005	81/17383	REGISTERED		25
	25 - Footwear, clothing, headgear. Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs.
T30224BB02		ENZO ANGIOLINI (Word Mark)	10/1/2002	81/17382	727/2005	81/17382	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
T30224BB03		ENZO ANGIOLINI (Word Mark)	10/1/2002	81/17381	7/27/2005	81/17381	REGISTERED		14
	14 - Jewelry and watches
T30224BB04		ENZO ANGIOLINI (Word Mark)	10/1/2002	81/17380	7/27/2005	81/17380	REGISTERED		09
	09 - Eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
T30233BB00		JOAN & DAVID	1/15/1998	na	1/15/1998	B16278	REGISTERED		25
	25 - Footwear
T30202BB00		NINE WEST (Word Mark)	10/1/2002	N/A	6/12/2003	81/17368	REGISTERED		14
	14 - Jewelry and watches
T30202BB01		NINE WEST (Word Mark)	10/1/2002	N/A	6/12/2003	81/17369	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30202BB02		NINE WEST (Word Mark)	10/1/2002	N/A	6/12/2003	81/17370	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T30202BB03		NINE WEST (Word Mark)	10/1/2002	N/A	6/12/2003	81/17371	REGISTERED		35
	35 - Retail Store Services
T30202BB04		NINE WEST (Word Mark)	10/1/2002	N/A	6/12/2003	81/17367	REGISTERED		09
	09 - Eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords in International
3834/0245		NINE WEST LOGO	4/511993	N/A	8/19/1998	81/7712	REGISTERED		25
	25 - Clothing, namely, dresses, coats, jackets, blouses, sweaters, skirts, gloves and mittens, hats, hosiery, trousers, scarves, skirts, vests, footwear, namely, shoes, boots, moccasins, sneakers and sandals: soles for footwear.
BELIZE
T00012BZ00		BANDOLINO (Word Mark)	9/12/2002	N/A	9/12/2002	BZ1000.02	REGISTERED		18,25,35
	18 - All kinds of bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
	25 - All kinds of footwear, clothing, headgear, shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweatpants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs.
	35 - All kinds of retail store services.
T30233BZ00		CIRCA JOAN & DAVID	5/11/2005	308105	8/15/2005	308105	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty.
	25 - Footwear
	35 - Retail store services
T00055BZ00		EASY SPIRIT (Word Mark)	9/12/2002	N/A	9/12/2002	BZ997.02	REGISTERED		18,25,35
	18 - All kinds of bags, handbags, purses, credit cards holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
	25 - All kinds of footwear, clothing, headgear, shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweatpants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs.
	35 - Retail store services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 8

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BELIZE continued...
T30224BZ00		ENZO ANGIOLINI (Word Mark)	9/12/2002	N/A	9/12/2002	BZ999.02	REGISTERED		9,14,18 25
	9 - All kinds of eyewear including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
	14 - All kinds of jewelry and watches.
	18 - All kinds of bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks, all made of leather or imitations of leather included in international Class 18.
	25 - All kinds of footwear, clothing, headgear, shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweatpants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs, included in
T30224BZ01		ENZO ANGIOLINI (Word Mark)	9/12/2002	N/A	9/12/2002	BZ998.02	REGISTERED		35
	35 - All kinds of retail services included in International Class 35.
T30232BZ01		MOOTSIES TOOTSIES	4/30/2005	308005	8/15/2005	308005	REGISTERED		18,25,35
	18 - Handbags
	25 - Footwear
	35 - Retail store services
T30202BZ00		NINE WEST (Word Mark)	9/12/2002	N/A		BZ 996.02	REGISTERED		18,09,14
									25
	18 - All kinds of bags, handbags purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
	09 - All kinds of eyewear including sunglasses, eyeglass, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
	14 - All kinds of jewelry and watches
	25 - All kinds of footwear, clothing headgear, including, shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweatpants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs included
T30202BZ01		NINE WEST (Word Mark)	9/12/2002	N/A	9/12/2002	BZ1001.2	REGISTERED		35
	35 - All kinds of retail store services.
T30232BZ03		SAM & LIBBY	4/30/2005	308205	8/15/2005	308205	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
BENELUX
T20011 BX00		9 WEST (Stylized)	1/28/1983	48260	1/28/1983	387733	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
3834/0440		BANDOLINO (Word Mark)	2/14/1990	741453	2/14/1990	475842	REGISTERED		25
	25 - Footwear.
T20062BXO		CALICO LOGO	1/22/1985	52781	1/22/1985	406602	REGISTERED		25
	25 - Shoes.
3834/0092		EASY SPIRIT (Word Mark)	8/30/1988	718925	8/30/1988	451084	REGISTERED		25
	25 - Shoes.
T20150BXO		ENZO ANGIOLINI (Word Mark)	1/22/1985	52779	1/22/1985	407709	REGISTERED		10,25
	10- CI. 10: Orthopedic footwear and all articles for fitting with footwear, their parts and accessories included in this class. C1.25: Footwear, boots, half-boots, heelless slippers, rubbers (overshoes), slippers, with footwear, their parts and accessories included in this class.
	25 -
T20247BXO		NINE WEST LOGO	11/18/1992	074619	11/18/1992	524972	REGISTERED		18,25
	18 - Leather and imitations of leather and goods made of these materials not included in other classes; animal skins, trunks and travelling bags; umbrellas, parasols and walking sticks; whips and saddlery.
	25 - Clothing, footwear and headgear.
383410252		PAPPAGALLO (Word Mark)	2/21/1989	725548	2/21/1989	457245	REGISTERED		25
	25 - Shoes.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 9

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BENELUX continued ...
T20264BX2		PAPPAGALLO (Word Mark)	7/18/1986	685522	7/18/1986	419738	REGISTERED		25
	25 - Shoes.
T20298BX0		SELBY	6/21/1997	533743	6/21/1997	038882	REGISTERED		25
	25 - Boots and shoes made from leather, synthetic material or rubber.
T20382BX0		WESTIES	1/22/1985	52780	1/22/1985	407410	REGISTERED		25
	25 - Clothing, footwear and headgear.
BERMUDA
3834/0023BM		9 WEST (Stylized)	9/21/1998	30067	9/23/1997	30067	REGISTERED		14
	14 - Jewelry and watches.
T00012BM00		BANDOLINO (Word Mark)	7/31/2002	34470	7/31/2003	34470	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T00012BM01		BANDOLINO (Word Mark)	7/31/2002	34471	7/31/2002	34471	REGISTERED		25
	25 - Footwear, clothing, headgear, Shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T00012BM02		BANDOLINO (Word Mark)	7/31/2002	34472	7/31/2005	34472	REGISTERED		35
	35 - Retail Store Services
T20036BM00		BANDOLINO (Word Mark)	8/20/1974	7626	8/20/1974	7626	REGISTERED		38
	38 - Footwear.
T30233BM00		CIRCA JOAN & DAVID	1/21/2004	40811	1/23/2004	40811	REGISTERED		18
	18 - Handbags and leather goods
T30233BM04		CIRCA JOAN & DAVID	1/23/2004	40812	1/23/2004	40812	REGISTERED		25
	25 - Footwear
T30233BM01		CIRCA JOAN & DAVID & Design	1/21/2004	40807	1/23/2004	40807	REGISTERED		18
	18 - Handbags and leather goods
T30233BM05		CIRCA JOAN & DAVID & Design		40808	1/23/2004	40808	REGISTERED		25
	25 - Footwear
T30232BM00		DAVID & DAVID	1/21/2004	40809	1/23/2004	40809	REGISTERED		18
	18 - Handbags and small leather goods
T30232BM01		DAVID & DAVID		40810	1/23/2004	40810	REGISTERED		25
	25 - Footwear
3834/0073		EASY SPIRIT (Stylized)	11/24/1997	29328	11/24/1997	29328	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear; footwear, including shoes, boots, moccasins and sandals; headgear.
T00055BM00		EASY SPIRIT (Word Mark)	7/31/2002	34473	7/31/2002	34473	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T00055BM01		EASY SPIRIT (Word Mark)	7/31/2002	34474	7/31/2002	34474	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T00055BM03		EASY SPIRIT (Word Mark)	7/31/2002	34475	7/31/2002	34475	REGISTERED		35
	35 - Retail Store services
T30224BM00		ENZO ANGIOLINI (Word Mark)	7/31/2002	34464	7/31/2002	34464	REGISTERED		35
	35 - Retail Store Services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 10

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BERMUDA continued ...
T30224BM01		ENZO ANGIOLINI (Word Mark)	7/31/2002	34463	7/31/2002	34463	REGISTERED		25
	25 - Footwear, clothing, headgear, Shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T30224BM02		ENZO ANGIOLINI (Word Mark)	7/31/2002	34462	7/31/2002	34462	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30224BM03		ENZO ANGIOLINI (Word Mark)	7/31/2002	34461	7/31/2002	34461	REGISTERED		14
	14 - Jewelry and watches
T30224BM04		ENZO ANGIOLINI (Word Mark)	7/31/2002	34460	7/31/2002	34460	REGISTERED		09
	09 - Eyewear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
T20150BM0		ENZO ANGIOLINI (Word Mark)	9/15/1995	27179	9/15/1995	27179	REGISTERED		25
	25 - Outer clothing, scarves and stoles, jackets, skirts, trousers and pants, footwear, shoes, boots, moccasins and sandals, all included in Class 25.
T20150BM1		ENZO ANGIOLINI (Word Mark)	9/15/1995	27180	9/15/1995	27180	REGISTERED		18
	18 - Goods made of leather and imitations of leather, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks, all included in Class 18.
T30233BM03		JOAN & DAVID	4/30/1992	21724	4/30/1992	21724	REGISTERED		25
	25 - Footwear
T30202BM00		NINE WEST (Word Mark)	7/31/2003	34469	7/31/2002	34469	REGISTERED		35
	35 - Retail Store Services
T30202BM01		NINE WEST (Word Mark)	7/31/2003	34468	7/31/2002	34468	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T30202BM02		NINE WEST (Word Mark)	7/31/2002	34467	7/31/2002	34467	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30202BM03		NINE WEST (Word Mark)	7/31/2003	34466	7/31/2002	34466	REGISTERED		14
	14 - Jewelry and watches
T30202BM04		NINE WEST (Word Mark)	7/31/2002	34465		34465	REGISTERED		09
	09 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
3834/0426		NINE WEST LOGO	11/24/1992	21921	11/24/1992	21921	REGISTERED		25
	25 - Footwear, shoes, boots, moccasins and sandals, all included in Class 25.
3834/0033BM		NINE WEST LOGO	9/21/1998	30066	9/23/2005	30066	REGISTERED		14
	14 - Jewelry and watches.
BOLIVIA
3834/0554		BANDOLINO (Word Mark)	6/7/2000	016996	3/27/2001	82883	REGISTERED		18
	18 - All goods in the Class.
3834/0555		BANDOLINO (Word Mark)	6/7/2000	016997	3/27/2001	83884	REGISTERED		25
	25 - All goods in the Class.
T00055BO00		EASY SPIRIT (Word Mark)	11/22/2002	368102	1/3/2004	93337-C	REGISTERED		18
	18 - Small leather goods
T00055BO01		EASY SPIRIT (Word Mark)	11/25/2002	368102	3/1/2004	93336-C	REGISTERED		25
	25 - Clothing, footwear
T00055BO03		EASY SPIRIT (Word Mark)		36832002	3/1/2004	93335-C	REGISTERED		35
	35 - All services in class 35.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 11

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BOLIVIA continued ...
T30224BO00		ENZO ANGIOLINI (Word Mark)	11/25/2002	368002	3/1/2004	93330-C	REGISTERED		35
	35 - Retail store services.
T30224BO01		ENZO ANGIOLINI (Word Mark)	11/22/2002	367902	2/26/2004	93263-C	REGISTERED		18
	18 - Small leather goods
3834/0299		ENZO ANGIOLINI (Word Mark)	3/4/1999	011054	6/6/2000	79029-C	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20200BO01		JOYCE			9/20/1943	c-5596 a-37600	REGISTERED		25
	25 - Shoes
T30202BO00		NINE WEST (Word Mark)	11/22/2002	367702	3/2512004	93698-C	REGISTERED		18
	18 - All goods in class.
T30202BO01		NINE WEST (Word Mark)	11/25/2002	367802	3/25/2004	93699-C	REGISTERED		25
	25 - All goods in class.
T30202BO02		NINE WEST (Word Mark)	5/13/2005	SM-1697	8/20/2007	110237-C	REGISTERED		09
	09 - Sunglasses and eyewear
T30202BO03		NINE WEST (Word Mark)	5/13/2005	SM-1698	8/20/2007	110238-C	REGISTERED		14
	14 - Jewelry and watches
3834/0144		NINE WEST (Word Mark)	10/12/1998	009362	5/30/2000	78877-C	REGISTERED		35
	35 - Retail store services.
3834/0313		NINE WEST LOGO	11/17/1992	1138	12/15/1995	60075-C	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear. Footwear, including shoes, boots, moccasins, slippers and sandals. Headgear.
3834/0237		NINE WEST LOGO	9/11/1995	2287	12/22/1998	69775 C	REGISTERED		42
	42 - Retail store services.
BRAZIL
T20073BRO1		CLOUD NINE (Word Mark)	8/7/1998	820966126	8/7/1998	820966126	REGISTERED		25
	25 - Travel articles. (Local class 25.60)
T30233BRO6		DAVID & JOAN		na	9/3/1996	817911014	REGISTERED		25
	25 - Footwear
3834/0653		DIVERTENTE STUDIO	10/4/1988	814439680	8/14/1990	814489680	REGISTERED		25
	25 - Clothes and clothing accessories for common use.
3834/0342		ENZO ANGIOLINI (Word Mark)	3/28/1985	811934152	7/15/1986	811934152	REGISTERED		25
	25 - Shoes in general.
T30233BR07		JOAN & DAVID	5/11/1994	817866582	3/2/1999	817866582	REGISTERED		NA,LC
	NA - Local Class 15
	LC - Local Class 40
T30233BR08		JOAN & DAVID	11/13/1990	815879679	11/28/2000	815879679	REGISTERED		25
	25 - Footwear
T30078BR00		NINE & COMPANY (Word Mark)	7/17/2003	825724090	5/22/2007	825724090	REGISTERED		25
	25 - All goods in the class.
T30202BR05		NINE WEST (Word Mark)	6/30/2005	827465173	6/17/2008	827465173	REGISTERED		35
	35 - Retail store services
3834/0344		NINE WEST LOGO	11/27/1992	816968284	11/29/1994	816968284	REGISTERED		18,25
	18 - Handbags (Local class 25.10, 25.20; 25.30)
	25 - Shoes (Local class 25.10, 25.20; 25.30)

Owner Trademark Report by Mark Printed: 5/7/2009 Page 12

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BRAZIL continued ...
3834/0251BR		NINE WEST LOGO	2/26/1999	821443470	6/26/2007	821443470	REGISTERED		42
	42 - Retail store services. (Brazilian Class 40.15)
T30115BR00		NINE WEST STUDIO	7/17/2003	825720370	12/9/2008	825720370	REGISTERED		25
	25 - All goods in the class.
3834/0714		RED CROSS SHOES	5/16/1988	814239803	5/7/1991	814239803	REGISTERED		25
	25 - Clothes and clothing accessories for common use.
3834/0345BR		WESTIES	2/26/1985	811900487	9/6/1987	811900487	REGISTERED		25
	25 - Shoes in general.
BRITISH VIRGIN ISLANDS
T00012VG00		BANDOLINO (Word Mark)	1/23/2003	4005	1/24/2003	4005	REGISTERED		18,25
	18 - Leather skirts, unwrought and wrought, and articles made of leather, not included in other classes, including bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, travel bags and leather shoes. (Local Class 37); Umbrellas (Local Class 50(5)) Class 50(10) Goods not included in the foregoing classes, including bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, travel bags, all made of materials other than leather; handkerchiefs. (Local Class 50(1))
	25 - Articles of clothing, including footwear, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats and scarves. (Local Class
T00055VG00		EASY SPIRIT (Word Mark)	1/23/2003	2699	1/24/2003	4006	REGISTERED		18,25
	18 - Leather, skins unwrought, and wrought, and articles made of leather, not included in other classes, including bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, travel bags and leather shoes. (Local Class 37); Umbrellas Local Class 50 (5); Goods not included in the foregoing classes, including bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, travel bags, all made of materials other than leather, handkerchiefs Local Class 50(10).
	25 - Articles of clothing, including footwear, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, Windbreakers, parkas, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, and scarves. (Local Class
3834/0442		ENZO ANGIOLINI (Stylized)	12/5/1997	N/A	12/5/1997	3218	REGISTERED		38
	38 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins and sandals. Headgear.
T20247VG0		NINE WEST LOGO	2/10/1993	N/A	2/25/1993	2559	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins and sandals. Headgear. (Local Class 38)
BRUNEI
T30232BN00		DAVID & DAVID	1/15/2004	36031	1/15/2004	36031	REGISTERED		18,25
	18 - Bags and wallets
	25 - Clothing and footwear
T20129BN0		EASY SPIRIT (STYLIZED)	9/12/1994	24182	9/12/1994	20093	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
3834/0623BN		NINE WEST (Word Mark)	7/6/2000	33,152	7/6/2003	33,152	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs.
BULGARIA
3834/0430		EASY SPIRIT LOGO	8/28/1990	018984	8/28/1990	18984	REGISTERED		25
	25 - Footwear.
T30078BG01		NINE & COMPANY (Logo)	9/3/2001	56287	9/3/2001	44879	REGISTERED		25
	25 - All goods in class 25.
CANADA
T20003CA0		9 & CO. (Word Mark)	12/14/1995	799729	5/14/1997	476222	REGISTERED		25,35
	25 - Footwear, namely boots, shoes, sandals and slippers.
	35 - Retail store services for footwear and handbags.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 13

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CANADA continued ...
T20007CA3		9 WEST (Stylized)	11/1/1985	551846	5/17/1991	384401	REGISTERED		18
	18 - Handbags.
T20007CA1		9 WEST (Word Mark)	12/19/1980	463228	6/26/1981	260256	REGISTERED		25
	25 - Shoes.
T20007CA2		9 WEST (Word Mark)	9/19/1990	666750	1/31/1992	393589	REGISTERED		035
	035 - Services of operating a store specializing in the sale of shoes and accessories.
3834/0348		9 WEST LOGO	2/9/1983	498583	10/28/1983	284426	REGISTERED		025
	025 - Shoes.
T20032CA0		ARPEGGIOS DESIGN	9/9/1987	591461	1/20/1989	350142	REGISTERED		09
	09 - Eyeglasses and frames for spectacles.
3834/0136		BABY NINE	12/14/1995	799731	12/31/1998	506,033	REGISTERED		25
	25 - Footwear.
3834/0132		BANDOLINO & DESIGN	1/29/1998	866116	3/26/1999	510132	REGISTERED		09
	09 - Eyeglasses, frames for spectacles and sunglasses.
T00012CA00		BANDOLINO (Word Mark)	3/4/2003	1169489	9/30/2005	649414	REGISTERED		25
	25 - Clothing, namely headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear, stockings, socks, wristband, gloves, mittens and kerchiefs.
T20036CA0		BANDOLINO (Word Mark)	1/20/1992	697245	1/8/1993	406899	REGISTERED		25
	25 - Ladies’ shoes.
T20061CA0		CALICO LITES & DESIGN	12/16/1992	718987	4/14/1995	441770	REGISTERED		25
	25 - Footwear, namely, shoes, boots and slippers.
T20062CA0		CALICO LOGO	1/25/1985	535443	8/22/1986	317594	REGISTERED		25
	25 - Shoes.
T20063CA0		CALICO SOFTFIT	7/18/1989	636592	6/3/1994	427992	REGISTERED		25
	25 - Shoes.
T30233CA03		CIRCA JOAN & DAVID	4/20/2005	1,254,801	8/25/2006	TMA671,241	REGISTERED		25
	25 - Women’s footwear, namely casual and dress shoes, boots, sandals, mules, loafers and sling-backs; handbags and small leather goods, namely wallets, key cases, and cosmetic bags.
T20112CA0		DIVERTENTE	3/14/1988	602867	2/24/1989	352204	REGISTERED		25
	25 - Shoes.
T20113CA0		DIVERTENTE STUDIO	10/21/1988	617671	2/16/1990	365523	REGISTERED		25
	25 - Shoes.
T00055CA00		EASY SPIRIT (Word Mark)	8/14/1998	887438	11/25/2005	653571	REGISTERED		14
	14 - Jewelry
T20127CA0		EASY SPIRIT (Word Mark)	5/1/1987	583262	2/10/1989	351124	REGISTERED		25,35
	25 - Shoes;
	35 - Operation of retail stores featuring shoes and shoe related accessories.
3834/0133		EASY SPIRIT ANTI-GRAVITY	3/5/1997	838514	1/5/1999	506,096	REGISTERED		25
	25 - Shoes.
T20141CA0		EASY SPIRIT LOGO	9/14/1993	736869	10/28/1994	435014	REGISTERED		25
	25 - Footwear decorative items, namely shoe bows, shoe ornaments, shoe ribbons and shoe clips.
T20141CA1		EASY SPIRIT LOGO	11/12/1992	716680	8/23/1996	461382	REGISTERED		25
	25 - Socks.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 14

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CANADA continued...
T20141CA2		EASY SPIRIT LOGO	12/9/1992	718490	8/23/1996	461384	REGISTERED		25
	25 - Men’s and ladies’ shoes.
3834/0111		EASY SPIRIT SLIPPERS	11/14/1997	861540	11/24/2000	537,721	REGISTERED		25
	25 - Slippers.
T30224CA00		ENZO ANGIOLINI (Word Mark)	7/11/2003	0538021	3/20/1987	TMA324995	REGISTERED		25
	25 - Wares: (1) Shoes; (2) Sunglasses; handbags, purses, billfolds, wallets; boots, sandals, moccasins and slippers and hosiery. (3) Purses and handbags; (4) Eyewear, namely eyeglasses and eyeglass frames; eyeglass cases, chains and cords. Services: 1) Operation of a store specializing in the sale of footwear, purses, handbags and bags, hosiery and eyewear. (2) Retail store services for purses, handbags and footwear.
T20160CA0		FEATHER CONSTRUCTION	11/26/1993	742177	6/30/1995	444638	REGISTERED		25
	25 - Footwear, namely shoes and boots.
3834/0419		GAROLINI	3/16/1983	500385	11/16/1984	297100	REGISTERED		25
	25 - Women’s shoes.
T30233CA00		JOAN AND DAVID	2/11/1982	0482209	4/19/1985	302046	REGISTERED		18,25
	18 - Handbags, luggage, hand luggage, wallets, belts, portfolios, dispatch cases, purses, card cases and containers for lighters, keys, cigarette packages, eyeglasses and manicure sets; Handbags namely, ladies’ handbags, luggage, and small leather articles, namely, wallets, key containers, money belts, umbrellas, and dispatch cases, namely brief cases;
	25 - Ladies’ shoes. scarves, women’s clothing, namely coats, hats, suits, dresses, sweaters, skirts, scarves, shirts, blouses, stockings, gloves, underwear, robes and rainwear namely raincoats, scarves, belts and women’s clothing namely, gloves, hats, sweaters, slacks, coats, jackets, skirts, dresses, suits, lingerie, and bathing suits.
T30234CA00		JOAN AND DAVID	11/6/1987	0594986	11/10/1989	362725	REGISTERED		35
	35 - Retail store services in the advertising and sale of women’s clothing, shoes and accessories.
T30237CA00		JOAN HELPERN SIGNATURE	10/18/1994	0766362	10/18/2001	464260	REGISTERED		18
		and Design
	18 - Handbags and leather goods
3834/0667		JOYCE	10/23/1940	178404	10/23/1940	NS59/15584	REGISTERED		25
	25 - Footwear.
3834/0163		LUCAB	5/23/1997	845989	8/6/1998	TMA498,352	REGISTERED		25
	25 - Footwear, namely, shoes, boots, moccasins, slippers and sandals.
T30078CA00		NINE & COMPANY (Logo)	2/11/2003	1167263	3/11/2009	TMA735,795	REGISTERED		25
	25 - Wearing apparel for women, namely leather, knit, and woven dresses, coats, suits, jackets, blouses, shirts, sweaters, t-shirts, tank tops, camisoles, cardigans, pullovers, vests, pants, shorts, jeans, skirts, scarves and hats.
	Footwear, namely shoes, slippers, sandals and boots
3834/0160		NINE WEST (Word Mark)	4/4/1996	809398	4/28/1999	511,176	REGISTERED		09,18,25
									35
	09 - Sunglasses, reading eyeglasses, clip-on sunglasses, eyeglass cases, sunglass and eyeglass cords, eyeglass care kits, namely lens cleaning cloths, screwdrivers and lens cleaners,
	18 - Handbags.bags, purses, packs, cases, billfolds, wallets, key fobs and key cases, travelling bags, umbrellas, walking sticks.
	25 - Boots, sandals, moccasins and slippers, and hosiery.
	35 - Retail store services specializing in the sale of footwear and accessories. Retail store services specializing in the sale of eyewear and eyewear accessories.
3834/0255		NINE WEST (Word Mark)	1/13/1997	833528	9/13/2000	532,617	REGISTERED		14
	14 - Jewelry, watches and clocks.
3834/0200		NINE WEST LOGO	1/8/1993	720,268	12/22/1995	452,088	REGISTERED		18,25,35
	18 - Handbags.
	25 - Shoes.
	35 - Operating a store specializing in the sale of shoes and accessories.
3834/0165		NINE WEST SHOE STUDIO	5/9/1997	844,608	1/6/1999	506,154	REGISTERED		18,25,35
	18 - Handbags.
	25 - Footwear, socks
	35 - Retail store services specializing in the sale of footwear, socks and handbags.
T30232CA05		PANINARI BY MOOTSIES	6/7/1989	0633753	1/24/1992	TMA393,037	REGISTERED		25
		TOOTSIES
	25 - Footwear, namely, women’s and chidren’s shoes, sneakers, boots, sandals and slippers.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 15

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CANADA continued...
3834/0098		PAPPAGALLO (SCRIPT)	2/25/1981	466092	9/23/1983	283459	REGISTERED		25
	25 - (1) Ladies’ ready-to-wear, namely, belts, blouses, fur coats, pantyhose, scarves, smocks and shoes. (2) Costume and precious metal jewelry. (3) Handbags. (4) Women’s shoes.
3834/0679		PAPPAGALLO DESIGN	9/28/1983	509937	12/27/1985	309657	REGISTERED		18
	18 - Leather handbags and non-leather handbags.
T30232CA00		SAM & LIBBY	6/27/1990	0660938	4/23/1993	TMA411337	REGISTERED		25
	25 - Wearing apparel and accessories of all kinds excluding footwear, namely dresses, skirts, vests, vestees, sweaters, sweatshirts, blouses, shirts, jerseys, t-shirts, shells, tunics, loungewear, slacks, jeans shorts.
T30232CA01		SAM & LIBBY	11/18/2002	1159527	8/9/2004	TMA616464	REGISTERED		25
	25 - Footwear
T30232CA02		SAM & LIZZY	8/3/1989	0637816	4/12/1991	382906	REGISTERED		25
	25 - Footwear
T20298CA0		SELBY	4/1/1953	219138	4/1/1953	UCA046417	REGISTERED		25
	25 - Men’s and women’s shoes.
T20300CA0		SELBY & HEART DESIGN	11/17/1972	358841	6/22/1973	192069	REGISTERED		25
	25 - Shoes.
T20302CA0		SELBY ARCH PRESERVER & DESIGN	2/10/1933	157897	9/2/1987	TMDA56419	REGISTERED		25
	25 - Boots and shoes.
T20305CA0		SELBY FIFTH AVENUE & Design	4/22/1970	332344	7/16/1971	176984	REGISTERED		25
	25 - Boots and shoes.
3834/0305		SELBY MOC FIT	3/5/1997	838513	3/22/2001	542,938	REGISTERED		25
	25 - Shoes.
3834/0045		SHOP FOR PAPPAGALLO	9/24/1974	379089	8/5/1977	222292	REGISTERED		35
	35 - Retail store services in connection with the sale of shoes, clothing and accessories, namely, scarves, jewelry, smocks, handbags, belts, hats, ribbons, sweaters, umbrellas, shopping bags, stockings and socks, stuffed animals and similar novelties, t-shirts and jackets and other wearing apparel.
T20359CA0		TREO	11/9/1995	796952	1/17/1997	468970	REGISTERED		25
	25 - Shoes.
T20373CA0		ULTRASOFT BY CALICO	10/26/1989	643521	5/27/1994	427695	REGISTERED		25
	25 - Shoes.
3834/0694		WESTIES	11/23/1984	532145	1/31/1986	310882	REGISTERED		25
	25 - Shoes.
T20390CA0		WM JOYCE (DESIGN)	8/18/1952	216232	8/18/1952	NS171/43580	REGISTERED		25
	25 - Shoes.
T20393CA0		YFA BANDOLINO	4/29/1994	753672	5/12/1995	442894	REGISTERED		25
	25 - Ladies’ shoes.
CAYMAN ISLANDS
T20271 KYO		PAPPAGALLO (SCRIPT)	9/5/1990	N/A	12/16/1991	1234686	REGISTERED		18
	18 - Umbrellas, coin purses (not of precious metals or coated therewith), pocket wallets, card cases (in the nature of pocket wallets), key cases, briefcases, portfolios (in the nature of briefcases), handbags, duffle bags, tote bags, shoe bags, clothes carriers (travel bags),
T20268KY01		PAPPAGALLO (SCRIPT)	12/7/1984	N/A	12/7/1984	1234687	REGISTERED		25
	25 - Sweaters, hats, rain-proof jackets, bathing suits, blazers, blouses, coats, dresses, hosiery, knickers, knee socks. Gloves and belts, all being articles of clothing.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 16

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CAYMAN ISLANDS continued...
T20269KY0		THE SHOP FOR PAPPAGALLO & DESIGN	12/7/1984	N/A	12/7/1984	1234689	REGISTERED		25
	25 - Sweaters, hats, rain-proof jackets, bathing suits, blazers, blouses, coats, dresses, hosiery, knickers, knee socks. Gloves and belts, all being articles of clothing.
T20264KYO		THE SHOP FOR PAPPAGALLO & Design	12/7/1984	N/A	4/14/1986	1234688	REGISTERED		18
	18 - Umbrellas, coin purses (not of precious metals or coated therewith), pocket wallets, card cases (in the nature of pocket wallets), key cases, briefcases, portfolios (in the nature of briefcases), handbags, dufflebags, tote bags, shoe bags, clothes carriers (travel bags),
CHILE
T20003CL0		9 & CO. (Word Mark)	10/25/1995	323951	11/18/1996	471881	REGISTERED		18,25
	18 - All products in Class 18.
	25 - All products in Class 25.
T20007CL00		9 WEST (Word Mark)		676433	5/26/2005	726235	REGISTERED		25
	25 -
T00012CL00		BANDOLINO (Word Mark)	4/28/2004	645.322	10/28/2004	707194	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and travel bags and umbrellas
3834/0134		BANDOLINO (Word Mark)	7/2/1997	382328	3/10/1998	506,535	REGISTERED		25
	25 - Footwear.
T20062CL0		CALICO LOGO	1/23/1985	45971	4/26/1995	726236	REGISTERED		25
	25 - Shoes.
T20073CL00		CLOUD NINE (Word Mark)	8/7/1998	423323	1/19/1999	532535	REGISTERED		18
	18 - All goods in class 18.
T00055CL00		EASY SPIRIT (Word Mark)	4/28/2004	645.321	12/16/2004	711772	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, travel bags and umbrellas.
3834/0673		EASY SPIRIT (Word Mark)	12/14/2000	511423	11/7/2001	607367	REGISTERED		03
	03 - All goods in the Class.
3834/0115		EASY SPIRIT (Word Mark)	10/25/1995	323952	6/22/1998	515,075	REGISTERED		25
	25 - All goods in the Class.
T30224CL01		ENZO ANGIOLINI (Word Mark)		677159	5/19/2005	725651	REGISTERED		25
	25 - Clothing, footwear, headgear
T20150CL0		ENZO ANGIOLINI (Word Mark)	1/25/1985	46117	3/8/1985	294668	REGISTERED		25
	25 - All kinds of footwear, especially shoes.
T30233CL00		JOAN & DAVID		658557	2/4/2005	716775	REGISTERED		25
	25 - Footwear
T30202CL00		NINE WEST (Word Mark)	4/28/2004	645.319	11/9/2004	708214	REGISTERED		9,14,18 25
	9 - All products in the class
	14 - All products in the class
	18 - All products in the class
	25 - All products in the class.
3834/0238		NINE WEST (Word Mark)	12/10/1998	435,037	6/22/1999	543,139	REGISTERED		42
	42 - Commercial establishment covering goods in classes 18 & 25.
3834/0010		NINE WEST (Word Mark)	10/19/1998	430,384	4/19/1999	538,943	REGISTERED		42
	42 - Commercial establishment covering goods in classes 18 & 25.
T20247CL02		NINE WEST LOGO	10/24/2003	614.088	10/24/2003	676.749	REGISTERED		18,25
	18 - All goods in class.
	25 - All goods in class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 17

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHILE continued...
T15982CL00		WESTIES		676432	5/26/2005	726234	REGISTERED		25
	25 - All goods in class.
CHINA
T20003CN1		9 & CO. (Logo)	10/2/1994	94107927	9/28/1996	875035	REGISTERED		18
	18 - Leather, imitations of leather, animal skins, hides, trunks, travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery, goods made of leather and imitations of leather, namely: bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key
T20003CN0		9 & CO. (Word Mark)	10/2/1994	94107928	12/21/1997	1136543	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0448		ANTI-GRAVITY	3/14/2000	2000029033	4/7/2001	1549168	REGISTERED		25
	25 - Clothing, headgear, footwear.
T20039CN0		BANDOLINO (Stylized)	6/20/1991	91026868	6/10/1992	598197	REGISTERED		25
	25 - Footwear.
3834/0125		BANDOLINO (Stylized)	9/29/1997	97103192	2/21/1999	1248695	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00012CN01		BANDOLINO (Word Mark)	8/9/2004	4210781	1/7/2008	4210781	REGISTERED		35
	35 - Retail store services
T30233CN04		CIRCA JOAN & DAVID	1/15/2004	3591384	10/21/2005	3591384	REGISTERED		25
	25 - Knitwear, outerwear, suits, jerseys, shirts, skirts, trousers, scarves, gloves, hosiery, sweaters, belts, headgear.
T30233CN12		CIRCA JOAN & DAVID			10/28/2005	3591385	REGISTERED		18
	18 - Garment bags for travel; handbags, suitcases, valises, trunks (luggage); purses; pocket wallets, backpacks, shopping bags, briefcases, vanity cases for containing cosmetic purposes.
T00033CN00		CLOUD 9 NINE WEST	9/25/1998	9800109592	1/21/2000	1355892	REGISTERED		25
	25 - Footwear
T20073CN00		CLOUD NINE (Word Mark)	8/5/1998	87038212	12/1/1999	876851	REGISTERED		18
	18 - Leather and imitations of leather, animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases.
T20073CN02		CLOUD NINE (Word Mark)	8/20/1998	9800095098	11/7/1999	1330551	REGISTERED		18
	18 - Goods made of leather, goods made of imitations of leather, namely bags, handbags, purses, packsacks, cases, billfolds, wallets, key fobs, key cases, animal skins, hides, suit cases, traveling bags, umbrellas, parasols, walking sticks, whips, harness and saddlery.
T20141CN0		EASY SPIRIT (Logo)	6/20/1991	91026878	6/10/1992	598199	REGISTERED		25
	25 - Footwear.
T20139CN0		EASY SPIRIT IN CHINESE CHARACTERS	8/27/1992	92056023	9/28/1993	659718	REGISTERED		25
	25 - Footwear.
T30224CN00		ENZO ANGIOLINI (Word Mark)	7/1/2003	3613268	1/2/2005	3613268	REGISTERED		09
	09 - All kinds of eyewear including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
T20150CN0		ENZO ANGIOLINI (Word Mark)	12/1/1992	92080327	1/21/1994	674937	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20150CN1		ENZO ANGIOLINI (Word Mark)	10/2/1994	94107929	9/28/1996	875036	REGISTERED		18
	18 - Leather and imitations of leather, animal skins, hides, trunks, traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery, goods made of leather and imitations of leather, namely: bags, handbags, purses, packs, cases, billfolds, wallets, key fobs,
T20175CN0		GAROLINI	11/1/1983	90026371	11/1/1983	558727	REGISTERED		25
	25 - Footwear including men’s shoes, women’s shoes and children’s shoes.
T20177CN0		GAROLINI (Stylized)	7/3/1990	90026370	7/20/1991	558728	REGISTERED		25
	25 - Footwear including men’s shoes, women’s shoes and children’s shoes.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 18

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued ...
T30233CN07		JOAN & DAVID		na	4/7/1993	636988	REGISTERED		25
	25 - Clothing, footwear, headgear
T30233CN09		JOAN & DAVID	10/6/1996	na	10/13/1997	118548	REGISTERED		25
	25 - Footwear
T30233CN10		JOAN & DAVID	1/5/1996	na	7/28/1997	1063579	REGISTERED		18
	18 - Handbags
T30237CN00		JOAN HELPERN SIGNATURE	1/5/1996	na	8/14/1997	1076397	REGISTERED		18
	18 - Handbags
T30237CN01		JOAN HELPERN SIGNATURE	1/5/1996	na	7/21/1997	1058770	REGISTERED		25
	25 - Footwear
T30232CN04		MOOTSIES TOOTSIES	10/26/1993	NA	4/21/1995	741985	REGISTERED		25
	25 - Footwear
T30078CN00		NINE & COMPANY (Logo)			3/14/2003	2001652	REGISTERED		18
	18 - Handbags, pocketbooks, straps for handbags, shoulder bags, evening bags, cosmetic bag (sold empty), toiletry cases (sold empty), vanity cases (sold empty), leather shoulder belts, grooming kits (sold empty), wallets, billfolds, credit card cases, business card cases, key cases, leather key fobs, passport cases, coin purses, clutch purses, cloth bags, general purpose passport cases, ouches, drawstring pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, overnight cases, shoe bags for travel, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, athletic bags, beach bags, carry-on bags, tie cases, waist packs, fanny packs, backpacks, baby backpacks, knapsacks, diaper bags, attache cases, briefcases, document cases, briefcase type portfolios, leather envelopes for carrying personal papers, satchels, suitcases, luggage straps for luggage, luggage tags, trunks, sportsmens hunting bags.
T30078CN01		NINE & COMPANY (Logo)	8/28/2001	2001158704	9/21/2007	2003328	REGISTERED		25
	25 - Dresses; coats; suits; jackets; blouses; shirts; sweaters; T-shirts; tanktops; camisoles; cardigans; pullovers; vests; trousers; shorts; jeans; skirts; scarves; hats; hosiery; shoes; boots; sandals; slippers
3834/0199CN		NINE WEST (GIO-SY) (Chinese Characters)	10/5/1997	9700104819	2/7/1999	1,244,685	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0198		NINE WEST (GIO-SY) (Chinese Characters)	10/5/1997	9700104818	2/7/1999	1,244,380	REGISTERED		18
	18 - Leather, imitations of leather, animal skins, hides, trunks, traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery, goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key
T30202CN00		NINE WEST (Word Mark)	4/14/2004	4016787	5/21/2006	4016787	REGISTERED		09
	09 - Prescription eyeglasses and frames and prescription sunglasses.
T30202CN01		NINE WEST (Word Mark)	5/12/2005	4651875	9/14/2008	4651875	REGISTERED		14
	14 - Jewelry, watches, bracelets. Charms [jewelry], brooches [jewelry], necklaces [jewelry], ornaments [jewelry], paste jewelry [costume jewelry], hat ornaments [of precious metal] shoe ornaments [of precious metal].
T30202CN02		NINE WEST (Word Mark)	5/12/2005	4651874	1/7/2009	4651874	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; clothing for pets; handbags; knapsacks; purses; school satchels; card cases (notecases); brief cases; shopping bags; pouches, of leather, for packaging; key cases (leather ware); billfolds;
T30202CN03		NINE WEST (Word Mark)	5/10/2005	4651873	1/28/2009	4651873	REGISTERED		35
	35 - Advertising services relating to the operation of wholesale and retail stores; business management and business advisory services relating to the management and administration of retail and wholesale stores, including sales information, business franchising and customer service information; organizing fashion shows.
3834/0518/CN		NINE WEST (Word Mark)	3/30/2000	2000039675	7/28/2001	1610578	REGISTERED		09
	09 - Sunglasses, non-prescription reading glasses, clip-on sunglasses, eyeglass cases, eyeglass cords, sunglass cords, lens cleaning
T20241CN0		NINE WEST (Word Mark)	1/10/1991	91001193	1/10/1992	578746	REGISTERED		25
	25 - Clothing, footwear, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 19

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CHINA continued ...
T20247CN0		NINE WEST LOGO	10/22/1994	94107930	9/28/1996	875034	REGISTERED		18
	18 - Leather, imitations of leather, animal skins, hides, trunks, travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery, goods made of leather and imitations of leather, namely: bags, handbags, purses, packs, cases, billfolds, wallets, key fobs,
T20247CN2		NINE WEST LOGO	4/3/1993	93022657	3/28/1995	738122	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0168		NW NINE WEST LOGO	6/2/1997	970054038	9/7/1998	1,204,790	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0171		NW NINE WEST LOGO	6/2/1997	970054037	7/7/1998	1,188,512	REGISTERED		18
	18 - Leather, imitations ofleather, animal skins, hides, trunks, traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery, goods made of leather and limitations of leather, namely: bags, handbags, purses, packs, cases, billfolds, wallets, key fobs,
3834/0636		NW NINE WEST MEN and Arrow Design	7/20/2000	2000107479	3/14/2002	1728747	REGISTERED		18
	18 – Goods made of leather, namely: bags, satchels, shoulder bags, totes, backpacks, knapsacks, cases, billfolds, wallets, key fobs, key cases, animal skins, hides, suitcases, traveling bags, umbrellas, walking sticks.
3834/0637		NW NINE WEST MEN and Arrow Design	7/20/2000	2000107480	9/14/2001	1633401	REGISTERED		25
	25 - Footwear, clothing, headgear for men and boys.
T20271CN0		PAPPAGALLO (SCRIPT)	6/20/1991	91026872	6/10/1992	598201	REGISTERED		25
	25 - Footwear.
T30192CN00		PAPPAGALLO (Word Mark)	11/14/2003	3798514	11/21/2006	3798514	REGISTERED		25
	25 - Clothing, footwear, headgear, layettes, swimsuits, rain coats, masquerade costumes, football shoes, hosiery, gloves, neckties, belts (clothing), shower caps
T30192CN01		PAPPAGALLO (Word Mark)	12/3/2003	3827197	12/14/2005	3827197	REGISTERED		14
	14 – Necklace (jewelry); bracelets (jewelry); brooches (jewelry); rings (jewelry); earrings (jewelry); trinkets (jewelry); ornaments (jewelry); watches, clocks.
T30192CN02		PAPPAGALLO (Word Mark)	12/3/2003	3827198	1/28/2009	3827198	REGISTERED		18
	18 - Bags, purses, handbags, shopping bags, suitcases, traveling bags, trunks, briefcases, leather belts, (not for clothing), traveling sets (leather ware), umbrellas, leather and Imitation leather.
T30232CN05		SAM & LIBBY	8/6/2002	3265611	2/28/2004	3265611	REGISTERED		25
	25 - Clothes, shoes, boots, hats, stockings, gloves, ties, neck cloths and girdles
T20298CN0		SELBY	8/27/1992	92056025	9/21/1993	658936	REGISTERED		25
	25 - Footwear.
T20333CN0		SPA NINE WEST (STYLIZED)	10/22/1994	94107931	9/28/1996	875033	REGISTERED		18
	18 - Leather, imitations of leather, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery, goods made of leather and imitations of leather, namely: bags, handbags, purses, packs, cases, billfolds, wallets, key fobs,
T30315CN00		STUDIO 9 (Word Mark)	1/12/2006	5115216	1/13/2006	300565128	REGISTERED		25
	25 - Clothing, footwear, headgear
T20382CN0		WESTIES	12/12/1995	950156640	6/7/1997	1022441	REGISTERED		18
	18 – Goods made of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases, animal skins, hides, suit cases, traveling bags, umbrellas, parasols, walking sticks, whips, harnesses and saddlery.
3834/0356		WESTIES	7/1/1996	960076724	8/14/2000	1,432,212	REGISTERED		25
	25 - Shoes.
T20399CN0		YFA BANDOLINO LOGO	12/21/1994	94132999	10/28/1996	889449	REGISTERED		25
	25 - Shoes, boots, sandals.
COLOMBIA
3834/0074		9 & CO. (Logo)	8/1/1997	97044247	4/13/1998	207334	REGISTERED		25
	25 - Clothing, footwear, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 20

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
COLOMBIA continued ...
3834/0556		BANDOLINO (Word Mark)	8/25/2000	00.063.716	6/1/2001	241570	REGISTERED		18
	18 – All goods in the Class.
3834/0557		BANDOLINO (Word Mark)	8/25/2000	00.063.717	10/26/2004	291797	REGISTERED		25
	25 - Clothing, footwear, headgear
T00012COO2		BANDOLINO (Word Mark)	10/2/2002	02088383	11/24/2003	276237	REGISTERED		35
	35 – Retail Store Services
T30441COO0		BOUTIQUE 9	1/11/2007	T2007/02290	7/18/2007	336672	REGISTERED		25
	25 - Clothing, footwear and headgear
T30441COO1		BOUTIQUE 9	1/11/2007	T2007/002295	7/18/2007	336674	REGISTERED		18
	18 – Handbags and small leather goods
T30441COO2		BOUTIQUE 9	1/11/2007	T2007/002293	7/18/2007	336673	REGISTERED		14
	14 – Jewelry
T30233COO3		CIRCA JOAN & DAVID	4/26/2005	T2005/039541	11/23/2005	306638	REGISTERED		35
	35 – Retail store services
3834/0118		ENZO ANGIOLINI (Stylized)	8/1/1997	97044246	4/2/2001	241263	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30224COOO		ENZO ANGIOLINI (Word Mark)	10/2/2002	02088379	9/12/2003	273385	REGISTERED		09
	09 - Eyewear, including sunglasses, eyeglasses, eyeglass frames, eyeglass chains and eyeglass cords.
T30224CO01		ENZO ANGIOLINI (Word Mark)	10/2/2002	02088380	10/29/2003	280775	REGISTERED		14
	14 - Jewelry and watches
T30224COO2		ENZO ANGIOLINI (Word Mark)	10/2/2002	02088382	9/12/2003	273384	REGISTERED		35
	35 – Retail Store Services
3834/0659		ENZO ANGIOLINI (Word Mark)	8/29/2000	00-064427	12/4/2001	253521	REGISTERED		18
	18 – Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides, trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30233COOO		JOAN & DAVID	11/15/2005	na	10/18/1994	169532	REGISTERED		18,42
	18 - Handbags
	42 – Retail store services
T30232COOO		MOOTSIES TOOTSIES	4/25/2005	T2005/038909	11/15/2005	305459	REGISTERED		18
	18 – Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232CO01		MOOTSIES TOOTSIES	4/25/2005	T2005/038906	11/15/2005	305440	REGISTERED		25
	25 – footwear
T30232CO02		MOOTSIES TOOTSIES	4/25/2005	T2005/038907	11/15/2005	305460	REGISTERED		35
	35 – Retail store services
T30078CO00		NINE & COMPANY (Logo)	8/16/2001	01-067068	11/6/2002	258225	REGISTERED		25
	25 - Clothing, footwear, headgear
T30202CO00		NINE WEST (Word Mark)	10/2/2002	02088375	9/12/2003	273387	REGISTERED		09
	09 - Eyewear, including sunglasses, eyeglasses and eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
T30202CO01		NINE WEST (Word Mark)	10/2/2002	02088381	11/24/2003	276243	REGISTERED		35
	35 – Retail Store Services
T30202CO02		NINE WEST (Word Mark)	10/20/2002	02088377	9/12/2003	273386	REGISTERED		14
	14 – Jewelry and watches

Owner Trademark Report by Mark Printed: 5/7/2009 Page 21

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
COLOMBIA continued ...
T30202C003		NINE WEST (Word Mark)	10/2/2002	02088378	8/24/2004	284704	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and traveling bags, umbrellas and walking ticks, all made of leather or imitations of leather
T30202CO04		NINE WEST (Word Mark)	2/11/2004	T2004/011586	10/27/2004	295901	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20247CO00		NINE WEST LOGO	11/25/1992	92371327	1/31/1994	150902	REGISTERED		25
	25 - All goods in Class 25
T30232CO03		SAM & LIBBY	4/25/2005	T2005/038903	11/15/2005	305443	REGISTERED		18
	18 – Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232CO04		SAM & LIBBY	4/25/2005	T2005/038905	11/15/2005	305441	REGISTERED		35
	35 - Retail store services
T30232CO05		SAM & LIBBY	4/25/2005	T2005/038904	11/15/2005	305442	REGISTERED		25
	25 - Footwear
T30315CO00		STUDIO 9 (Word Mark)	1/13/2006	T2006/002684	8/8/2006	320.364	REGISTERED		25
	25 - Clothing, footwear, headgear
COSTA RICA
T00012CR00		BANDOLINO (Word Mark)	10/8/2002	2002-0007107	11/14/2003	142574	REGISTERED		35
	35 - Retail store services
T00012CR01		BANDOLINO (Word Mark)	10/17/2000	20028811	10/17/2001	122576	REGISTERED		25
	25 - Clothing, footwear, headgear
T00012CR02		BANDOLINO (Word Mark)	5/5/2003	142573	11/14/2003	142573	REGISTERED		42
	42 - All goods in the class
T00012CR03		BANDOLINO (Word Mark)			11/12/2003	142537	REGISTERED		25
	25 - Footwear, clothing, headgear, including shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, horts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves kerchiefs.
3834/0491		BANDOLINO (Word Mark)	3/1/2000	N/A	10/17/2000	122,573	REGISTERED		18
	18 - All goods in the Class.
3834/0493		CALICO	3/1/2000	N/A	10/17/2000	122,574	REGISTERED		18
	18 - All goods in the Class.
3834/0494		CALICO	3/1/2000	N/A	10/17/2000	122,577	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30233CR00		CIRCA JOAN & DAVID	6/13/2005	20054689	4/24/2006	157875	REGISTERED		18
	18 – Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233CR05		CIRCA JOAN & DAVID	6/13/2005	20054687	4/24/2006	157873	REGISTERED		25
	25 – Footwear
35		CIRCA JOAN & DAVID	6/13/2005	20054685	4/24/2006	157872	REGISTERED		35
	35 - Retail store services
T00055CR00		EASY SPIRIT (Word Mark)	10/8/2002	2002-0007103	11/14/2003	142578	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking stick, all made of leather or imitations of leather.
T00055CR01		EASY SPIRIT (Word Mark)	5/5/2003	200271-4	11/14/2003	142577	REGISTERED		25
	25 - Footwear, clothing, headgear; Shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 22

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
COSTA RICA continued ...
T00055CR02		EASY SPIRIT (Word Mark)	10/8/2002	2002-007105	11/1/2003	142576	REGISTERED		35
	35 - Retail store services
T00055CR03		EASY SPIRIT (Word Mark)		N/A	11/14/2003	142575	REGISTERED		42
	42 - All services in the class.
T00055CR04		EASY SPIRIT (Word Mark)	5/17/2005	2005-0003631	1/30/2006	156032	REGISTERED		09
	09 - Sunglasses and eyewear
T00055CR05		EASY SPIRIT (Word Mark)	5/17/2005	2005-0003630	1/30/2006	156031	REGISTERED		14
	14 - Jewelry and watches
T30198CR00		EASY SPIRIT COMFORT 2(STYLIZED)	10/28/2004	2004-8096	11/28/2006	164072	REGISTERED		25
	25 - Footwear
T20151CR0		ENZO ANGIOLINI (STYLIZED)	10/17/1997	N/A	8/21/2005	107611	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear. Footwear, including shoes, boots, moccasins and sandals. Headgear.
T30224CR00		ENZO ANGIOLINI (Word Mark)	5/5/2003	20028810	7/22/2004	148709	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
3834/0488		ENZO ANGIOLINI (Word Mark)	3/1/2000	N/A	2/20/2001	123,589	REGISTERED		18
	18 - Handbags and leather goods
T30224CR02		ENZO ANGIOLINI (Word Mark)	10/8/2002	2002-7101	11/14/2003	142579	REGISTERED		42
	42 - RETAIL STORE SERVICES
T30224CR03		ENZO ANGIOLINI (Word Mark)	10/8/2002	2002-7100	7/22/2004	148683	REGISTERED		14
	14 - Jewelry and Watches
T30224CR04		ENZO ANGIOLINI (Word Mark)	10/8/2002	2002-0007099	7/22/2004	148707	REGISTERED		09
	09 - Eyewear
T30224CR05		ENZO ANGIOLINI (Word Mark)	10/2/2002	2002-0007101	7/21/2004	148699	REGISTERED		35
	35 - Retail services of items in stores.
T30232CR00		MOOTSIES TOOTSIES	6/19/2005	20054690	4/24/2006	157876	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232CR02		MOOTSIES TOOTSIES	6/13/2005	20054683	4/24/2006	157870	REGISTERED		35
	35 - Retail store services
T30202CR00		NINE WEST (Word Mark)	10/8/2002	2002-0007095	11/11/2003	142471	REGISTERED		09
	09 - Eyewear
T30202CR01		NINE WEST (Word Mark)	10/8/2002	2002-0007096	11/11/2003	142470	REGISTERED		14
	14 - Jewelry and Watches
T30202CR02		NINE WEST (Word Mark)	10/8/2002	2002-0007097	7/22/2004	148710	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T30202CR04		NINE WEST (Word Mark)	10/8/2002	2002-007098	11/11/2003	142469	REGISTERED		42
	42 - Retail Store Services
3834/0485		NINE WEST (Word Mark)	3/1/2000	2000-0001759	2/20/2001	123858	REGISTERED		18
	18 - All goods in the Class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 23

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
COSTA RICA continued...
3834/0492		NINE WEST LOGO	3/1/2000	N/A	10/17/2000	122,576	REGISTERED		25
	25 - Footwear, clothing, headgear, including shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
3834/0487		NINE WEST LOGO	3/1/2000	N/A	10/17/2000	122,572	REGISTERED		35
	35 - Retail store services.
T30232CR05		SAM & LIBBY	6/13/2005	2005-0004604	4/24/2006	157871	REGISTERED		35
	35 - Retail store services
T30232CR06		SAM & LIBBY	6/23/2005	2005-0004688	4/24/2006	157874	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30315CR00		STUDIO 9 (Word Mark)	1/16/2006	2006-0000484	6/5/2006	159422	REGISTERED		25
	25 - Clothing, footwear, headgear
3834/0495		WESTIES	3/1/2000	N/A	10/17/2000	122,575	REGISTERED		18
	18 - All goods in the Class.
3834/0496		WESTIES	3/1/2000	N/A	10/17/2000	122,578	REGISTERED		25
	25 - All goods in the Class.
CROATIA
3834/0053		EASY SPIRIT (Logo)	10/28/1994	Z9421834	1/4/1997	Z942183	REGISTERED		25
	25 - All goods in Class 25.
CYPRUS
T30202CY00		NINE WEST (Word Mark)	9/12/2001	61133	9/12/2001	61133	REGISTERED		18
	18 - All goods in the class
T30202CY02		NINE WEST (Word Mark)	9/12/2002	61134	4/7/2006	61134	REGISTERED		25
	25 - All goods in the class.
T30202CY03		NINE WEST (Word Mark)	9/12/2001	61135	9/12/2001	61135	REGISTERED		35
	35 - All goods in class.
CZECH REPUBLIC
3834/0618		EASY SPIRIT LOGO	7/27/1990	58165	7/29/1992	169,120	REGISTERED		25
	25 - Footwear
T20247CZ1		ENZO ANGIOLINI (Word Mark)	11/19/1992	73183	2/24/1995	183070	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear. Footwear, including shoes, boots, moccasins and sandals.
T20247CZ0		NINE WEST LOGO	11/11/1992	72925	3/13/1995	183413	REGISTERED		18,25
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, packs, cases, billfolds, wallets, key fobs and key cases, travelling bags, umbrellas, walking sticks.
	25 - Clothing, including outer clothing and sportswear. Footwear, including shoes, boots, moccasins and sandals.
DENMARK
T20011DK0		9 WEST LOGO	1/26/1983	00446-1983	10/7/1983	03574/1983	REGISTERED		25
	25 - All goods in the Class.
3834/0411		9 WEST SPORT LOGO	11/4/1987	0733/1987	11/3/1989	06360/1989	REGISTERED		25
	25 - All goods in Class 25.
T20036DK0		BANDOLINO (Word Mark)	2/14/1990	01266/1990	9/6/1991	05741/1991	REGISTERED		25
	25 - All goods in class.
T20062DK0		CALICO LOGO	7/18/1986	00523/1985	7/18/1986	01612/1986	REGISTERED		25
	25 - Shoes.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 24

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
DENMARK continued...
T00055DK00		EASY SPIRIT (Word Mark)			12/14/1990	219982	REGISTERED		25
	25 - All goods in class.
T20141DK0		EASY SPIRIT LOGO	6/19/1990	04802/1990	7/5/1991	04168/1991	REGISTERED		25
	25 - Footwear.
T20150DK0		ENZO ANGIOLINI (Word Mark)	1/16/1985	00374/1985	6/13/1986	01415/1986	REGISTERED		25
	25 - Footwear, including shoes.
T20175DK0		GAROLINI	10/25/1984	05885/1984	10/11/1985	03428/1985	REGISTERED		25
	25 - Footwear.
3834/0666		JOYCE	11/1/1978	4616/1978	10/24/1980	04006/1980	REGISTERED		25
	25 - Footwear made of leather.
T20247DKO0		NINE WEST LOGO	11/12/1992	07.985 1992	4/29/1994	02.646 1994	REGISTERED		18,25
	18 - All goods in the class
	25 - All goods in the class
T20153DK0		WESTIES	9/10/1975	3709/75	3/21/1986	01124/1976	REGISTERED		25
	25 - Footwear.
T20382DK0		WESTIES	1/22/1985	00493-1985	3/21/1986	00719/1986	REGISTERED		25
	25 - All goods in Class 25.
DOMINICAN REPUBLIC
3834/0451		ANTI-GRAVITY	3/2/2000	2000013555	5/15/2000	113182	REGISTERED		25
	25 - All goods in the Class.
T00012DO00		BANDOLINO (Word Mark)			2/28/2001	118434	REGISTERED		18
	18 - All goods in class.
3834/0558		BANDOLINO (Word Mark)	2/15/2001	2000041114	2/15/2001	116013	REGISTERED		18,25
	18 - All goods in the Class.
	25 - All goods in the Class.
T30441DO00		BOUTIQUE 9	1/5/2007	2007-1198	4/1/2007	159920	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear
T30233DO00		CIRCA JOAN & DAVID	7/1/2005	200542270	9/14/2005	1499588	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
T30247DO00		COMFORT 2 (STYLIZED)	10/26/2004	2004-86282	1/15/2005	145738	REGISTERED		25
	25 - FOOTWEAR
T00055DO00		EASY SPIRIT (Word Mark)	1/7/2003	2003655	2/28/2003	134061	REGISTERED		18
	18 - Handbags and leather goods
T00055D001		EASY SPIRIT (Word Mark)	1/3/2003	2003354	2/28/2003	134060	REGISTERED		25
	25 - Clothing, footwear, headgear
3834/0196		ENZO ANGIOLINI (Stylized)	3/19/1998	98000326	5/15/1998	96744	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
T30224DO00		ENZO ANGIOLINI (Word Mark)	1/7/2003	2003357	2/28/2003	134074	REGISTERED		09
	09 - All goods in class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 25

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
DOMINICAN REPUBLIC continued...
T30224DO01		ENZO ANGIOLINI (Word Mark)	1/7/2003	2003356	2/28/2003	134127	REGISTERED		18
	18 - All goods in class.
T30224DO02		ENZO ANGIOLINI (Word Mark)	1/7/2003	2003355	2/28/2003	134073	REGISTERED		14
	14 - All goods in class.
T30232DO00		MOOTSIES TOOTSIES	7/1/2005	200542271	9/14/2005	149669	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
T30202DO00		NINE WEST (Word Mark)	1/7/2003	2003364	2/28/2003	133745	REGISTERED		09
	09 - All goods in the class.
T30202DO01		NINE WEST (Word Mark)	1/7/2003	2003360	2/28/2003	133748	REGISTERED		14
	14 - All goods in class.
T30202DO02		NINE WEST (Word Mark)	1/7/2003	2003361	2/28/2003	133744	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harnesses and saddlery.
T30202DO03		NINE WEST (Word Mark)	1/7/2003	2003363	2/28/2003	133746	REGISTERED		35
	35 - All services in class.
T30202DO04		NINE WEST (Word Mark)	11/27/2002	2002-168986	2/28/2003	133747	REGISTERED		25
	25 - Clothing, footwear, headgear.
TOOO65DO06		NINE WEST LOGO			2/28/2003	134074	REGISTERED		09
	09 - All goods in class.
T30232DO03		SAM & LIBBY	7/1/2005	200542272	9/14/2005	149670	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
T30315DO00		STUDIO 9 (Word Mark)	2/10/2006	2006-9986	6/14/2006	154664	REGISTERED		25
	25 - Clothing, footwear, headgear
ECUADOR
T00012EC00		BANDOLINO (Word Mark)	11/19/2002	128236	6/3/2003	23774	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, travel bags, umbrellas and walking
T00012EC01		BANDOLINO (Word Mark)	11/19/2002	128235	6/3/2003	23773	REGISTERED		25
	25 - Footwear, clothing, headgear, including shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T00012EC02		BANDOLINO (Word Mark)	11/19/2002	128250	6/3/2003	8118	REGISTERED		35
	35 - Retail Store Services
T30441 EC00		BOUTIQUE 9	1/15/2007	179600	8/15/2007	7135-07	REGISTERED		14
	14 - Jewelry
T30441EC01		BOUTIQUE 9	1/15/2007	179599	8/15/2007	7174-07	REGISTERED		18
	18 - Handbags and small leather goods
T30441EC02		BOUTIQUE 9	1/15/2007	179598	8/15/2007	7128-07	REGISTERED		25
	25 - Clothing, footwear, headgear
T30233EC00		CIRCA JOAN & DAVID	5/3/2005	156798	1/4/2006	1103-06	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty

Owner Trademark Report by Mark Printed: 5/7/2009 Page 26

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ECUADOR continued...
T30233EC01		CIRCA JOAN & DAVID	5/3/2005	156797	1/4/2006	1104-06	REGISTERED		25
	25 - Footwear
T30233EC02		CIRCA JOAN & DAVID	5/3/2005	156796	1/4/2006	315-06	REGISTERED		35
	35 - Retail store services
3834/0075		EASY SPIRIT (STYLIZED)	7/28/1997	80254	10/16/1998	6102-98	REGISTERED		25
	25 - All goods included in Class 25.
T00055EC00		EASY SPIRIT (Word Mark)	11/19/2002	128245	7/31/2003	24964	REGISTERED		18
	18 - All goods in class.
T00055EC01		EASY SPIRIT (Word Mark)	11/19/2002	128237	7/31/2003	24963	REGISTERED		25
	25 - Clothing, footwear, headgear
T00055EC02		EASY SPIRIT (Word Mark)	11/19/2002	128238	6/3/2003	8117	REGISTERED		35
	35 - Retail store services
T00055EC03		EASY SPIRIT (Word Mark)	5/5/2005	157653	12/23/2005	622-06	REGISTERED		09
	09 - Sunglasses and eyewear
T00055EC04		EASY SPIRIT (Word Mark)	5/5/2005	157654	12/23/2005	623-06	REGISTERED		14
	14 - Jewelry and watches
3834/0072		ENZO ANGIOLINI (STYLIZED)	7/28/1997	80255	10/16/1998	6103-98	REGISTERED		25
	25 - All goods included in Class 25.
T30224EC01		ENZO ANGIOLINI (Word Mark)	11/19/2002	128239	6/3/2003	8116	REGISTERED		35
	35 - Retail Store Services
T30224EC02		ENZO ANGIOLINI (Word Mark)	11/19/2002	128246	6/3/2003	23778	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T30224EC03		ENZO ANGIOLINI (Word Mark)	11/19/2002	128249	6/3/2003	23780	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30224EC04		ENZO ANGIOLINI (Word Mark)	11/19/2002	128233	6/3/2003	23772	REGISTERED		14
	14 - Jewelry and watches
T30232EC00		MOOTSIES TOOTSIES	5/3/2005	156799	1/4/2006	1101-06	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232EC01		MOOTSIES TOOTSIES	5/3/2005	156800	1/4/2006	1102-06	REGISTERED		25
	25 - Footwear
T30232EC02		MOOTSIES TOOTSIES	5/3/2005	156801	1/4/2006	31406	REGISTERED		35
	35 - Retail store services
T30202EC00		NINE WEST (Word Mark)	11/19/2002	128240	6/3/2003	23776	REGISTERED		09
	09 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
T30202EC01		NINE WEST (Word Mark)	11/19/2002	128241	6/4/2003	23777	REGISTERED		14
	14 - Jewelry and watches
T30202EC02		NINE WEST (Word Mark)	11/19/2002	128237	6/3/2003	23775	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30202EC03		NINE WEST (Word Mark)	11/19/2002	128247	6/3/2003	23779	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 27

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ECUADOR continued...
T30202EC04		NINE WEST (Word Mark)	11/19/2002	128231	6/3/2003	8115	REGISTERED		35
	35 - Retail Store Services
T20247EC1		NINE WEST LOGO	12/2/1992	35730	2/1/1994	0001-94	REGISTERED		25
	25 - All goods included in Int. CI. 25, namely, clothing, footwear, headgear, including boots, shoes and slippers.
T20247EC2		NINE WEST LOGO	5/5/1994	47237	7/12/1995	0625-95	REGISTERED		42
	42 - Services in Class 42, especially retail store services.
3834/0292		NINE WEST LOGO	3/4/1999	94513	5/19/2000	2767-00	REGISTERED		18
	18 - All goods in the Class.
T20248EC0		NINE WEST LOGO(COMMERCIAL NAME)	4/22/1994	4051	5/31/1995	297-95	REGISTERED		N/A
	N/A - Commercial name to protect retail store services for the sale of footwear, clothing, accessories for footwear and clothing, leather
T30232EC03		SAM & LIBBY	5/3/2005	156802	1/4/2006	109906	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232EC04		SAM & LIBBY	5/3/2005	156804	1/4/2006	110001	REGISTERED		25
	25 - Footwear
T30232EC05		SAM & LIBBY	5/3/2005	15603	1/4/2006	3130	REGISTERED		35
	35 - Retail store services
EGYPT
T20150EG0		ENZO ANGIOLINI (Word Mark)	11/23/1992	85002	4/20/1995	85002	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins and sandals, headgear.
T30078EG00		NINE & COMPANY (Logo)	8/21/2001	144844	5/24/2006	144844	REGISTERED		25
	25 - All goods in the class.
T20247EG1		NINE WEST (Word Mark)	11/16/1992	84925	4/20/1995	84925	REGISTERED		25
	25 - Clothing, shoes, boots, moccasins and sandals.
T20247EG0		NINE WEST LOGO	11/16/1992	84926	1/14/1996	84926	REGISTERED		35
	35 - Commercial functions of retail stores
EL SALVADOR
3834/0500SV		9 & CO. (Word Mark)	3/15/2000	1861/2000	10/10/2001	Bk141pp69-70	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0501SV		9 & CO. (Word Mark)	3/15/2000	1859/2000	10/26/2001	163Bk142pp327-8	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
T15894SV00		BANDOLINO (Stylized)			10/17/2001	Book141pp413-14	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers
T00012SV03		BANDOLINO (Tradename)	12/6/2002	202029453	9/13/2004	114bK2PP229023	REGISTERED	NC
	NC - Commercial establishments destined to expand the store and distribution of the services of the applicant that consists of eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords. Jewelry and watches. Bags and handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather. Footwear, clothing, headgear. Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs. (Local Class 98).
3834/0502SV		BANDOLINO (Word Mark)	10/5/2001	1852/2000	5/10/2001	244	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T00012SV01		BANDOLINO (Word Mark)	10/2/2002	200202046	3/15/2005	66-Bk. 35	REGISTERED		35
	35 - Retail shoe store services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 28

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EL SALVADOR continued...
T00012SV02		BANDOLINO (Word Mark)			10/17/2001	Bk 141 413/414	REGISTERED		25
	25 - Articles of clothing, including boots, shoes and slippers.
3834/0504SV		CALICO	3/15/2000	1856/2000	10/5/2001	Book140p283-84	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0505SV		CALICO	3/15/2000	1857/2000	10/5/2001	Bk140pp285-86	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
T30233SV00		CIRCA JOAN & DAVID	6/29/2005	2005050049	2/1/2006	8571718	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233SV01		CIRCA JOAN & DAVID	6/29/2005	2005050050	2/1/2006	15734	REGISTERED		25
	25 - Footwear
T30233SV02		CIRCA JOAN & DAVID	6/30/2005	2005050119	2/1/2006	239/564/794/89	REGISTERED		35
	35 - Retail store services
T00055SV03		EASY SPIRIT (Tradename)	12/6/2002	2002029455	9/27/2004	116 Bk2	REGISTERED	LC
	LC — LOCAL CLASS- A commercial establishment destined to expand the store and distribution of the services of the applicant that consists of eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords, Jewelry and watches. Bags, handbags, purses, credit cards holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather. Footwear, clothing, headgear. Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers,
T00055SV00		EASY SPIRIT (Word Mark)	10/2/2002	2002028047	1/10/2005	147BK29	REGISTERED		35
	35 - Retail shoe store services.
T00055SV01		EASY SPIRIT (Word Mark)	10/2/2002	2002028049	8/13/2004	7BK18pp15-16	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T00055SV02		EASY SPIRIT (Word Mark)	10/2/2002	2002028055	3/12/2004	78 bK.11	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T00055SV04		EASY SPIRIT (Word Mark)	5/25/2005	2005048883	1/10/2006	225BK54	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass chains, eyeglass cords, eyeglass cases, eyeglass frames
T00055SV05		EASY SPIRIT (Word Mark)	5/25/2005	2005048884	1/10/2006	233 BK.54	REGISTERED		14
	14 - Jewelry and watches
T30198SV00		EASY SPIRIT COMFORT 2 (Stylized)	11/8/2004	2004-044487		148bk37 PP 333	REGISTERED		25
	25 - Footwear
T30224SV02		ENZO ANGIOLINI (Tradename)		200229452	1/24/2005	248BK2pp497-498	REGISTERED		42
	42 - A commercial establishment destined to expand the store and distribution of the services of the applicant that consists of Eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords, jewelry and watches. Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather. Footwear, clothing, headgear. Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves,
T30224SV00		ENZO ANGIOLINI (Word Mark)	9/2/2002	2002028053	10/18/2004	176 Bk 23	REGISTERED		14
	14 - Jewelry and Watches
T30224SV01		ENZO ANGIOLINI (Word Mark)	9/2/2002	2002028055	10/18/2004	206 Bk 23	REGISTERED		09
	09 - Eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
3834/0499		ENZOANGIOLINI (Word Mark)	3/15/2000	2000001853	10/10/2001	32 Book 141	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.

Owner Trademark Report by Mark Printed: 5/7/2009    Page 29

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EL SAL VADOR continued...
T30224SV04		ENZO ANGIOLINI (Word Mark)	9/2/2002	2002028048	1/10/2005	145 BK 29	REGISTERED		42
	42 – Retail Store Services
T30224SV05		ENZO ANGIOLINI (Word Mark)	9/2/2002	200208050	11/24/2004	2004 Bk 23	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T30232SV00		MOOTSIES TOOTSIES	6/29/2005	2005050045	2/1/2006	249/56/499/500	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232SV01		MOOTSIES TOOTSIES	6/29/2005	2005050046	2/1/2006	35778	REGISTERED		25
	25 - Footwear
T30232SV02		MOOTSIES TOOTSIES	7/18/2005	na	2/1/2006	232/56/465/466	REGISTERED		35
	35 - Retail store services
T30202SV00		NINE WEST (Word Mark)	10/2/2002	2002028054	10/13/2004	118Bk. 23pp243-	REGISTERED		09
	09 - Eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
T30202SV01		NINE WEST (Word Mark)	9/20/2002	2002027854	5/12/2004	93bk13 PP191-92	REGISTERED		14
	14 - Watches and jewelry
T30202SV02		NINE WEST (Word Mark)	12/6/2002	2002029451	11/17/2005	140BK4Pp281-2	REGISTERED	LC
	LC — Trade Name A commercial establishments destined to expand the store and distribution of the services of the applicant that consists of eyewear, including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords. Jewelry and watches. Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather. Footwear, clothing, headgear. Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, cannas shoes, rubber shoes, boots, sandals, slippers,
T30202SV03		NINE WEST (Word Mark)	7/9/2002	2002028051	3/9/2004	248bK 10	REGISTERED		25
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves and kerchiefs.
T30202SV04		NINE WEST (Word Mark)	7/9/2002	2002028051	7/9/2002	70Bk156P153-154	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0497SV		NINE WEST (Word Mark)	3/15/2000	1851/2000	7/9/2001	148BK138 299030	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0498SV		NINE WEST (Word Mark)	3/15/2000	2002022300	12/6/2004	47Bk188pp97-98	REGISTERED		42
	42 - Retail store services.
3834/0185SV0		NINE WEST LOGO	8/12/1997	4722/97	7/9/2002	70 Bk156pp153-4	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30232SV03		SAM & LIBBY	6/29/2005	2005050047	2/1/2006	246/56/493/494	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232SV04		SAM & LIBBY	6/29/2005	2005050048	3/16/2006	243/59/495-496	REGISTERED		25
	25 - Footwear
T30232SV05		SAM & LIBBY	6/30/2005	2005050118	3/16/2006	260/56	REGISTERED		35
	35 - Retail store services
T30315SV00		STUDIO 9 (Word Mark)	1/20/2006	2006054927	8/8/2006	78 bk.67 PP 161	REGISTERED		25
	25 - Clothing, footwear, headgear
3834/050SV		WESTIES	3/15/2000	1855/2000	9/20/2001	Bk139Pg201-202	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery

Owner Trademark Report by Mark Printed: 5/7/2009 Page 30

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EL SALVADOR continued...
3834/0507SV		WESTIES	3/15/2000	1854/2000	10/10/2001	33 Bk141 67/8	REGISTERED		25
	25 - Clothing, including boots, shoes and slipper.
ESTONIA
T20141EE0		EASY SPIRIT LOGO	8/2/1994	94-01583	2/21/1997	22485	REGISTERED		25
	25 - Footwear, namely shoes and boots.
EUROPEAN UNION (CTM)
3834/0041		9 WEST	8/13/1998	000903419	8/13/1998	000903419	REGISTERED		09,14,18 25
	09 - Optical apparatus and instruments; optical goods; especially eyewear and parts and accessories thereof.
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other Classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
3834/0103		9 & CO. (Word Mark)	8/22/1997	000617019	8/22/1997	617,019	REGISTERED		18,25,35
	18 - Handbags, carrying cases, suitcases and travelling bags, key cases, pocket wallets, school bags, shopping bags, shoulder straps.
	25 - Clothing, footwear, headgear.
	35 - The bringing together, for the benefit of others, of handbags, carrying cases, suitcases and traveling bags, key cases, pocket wallets, school bags, shopping bags, shoulder straps, clothing, footwear and headgear (excluding the transport thereof), enabling customers to conveniently view and purchase those goods.
3834/0040		9 & CO. (Word Mark)	8/13/1998	000903336	8/13/1998	000903336	REGISTERED		14,18,25 9
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	9 - Optical apparatus and instruments; optical goods; especially eyewear and parts and accessories thereof.
3834/0436/EU		ANTI-GRAVITY	2/3/2000	001493832	2/3/2001	001493832	REGISTERED		18,25
	18 - All goods in the Class.
	25 - All goods in the Class.
3834/0035EU		BANDOLINO (Word Mark)	8/13/1998	000903518	8/13/1998	000903518	REGISTERED		14,18,25
	14 - All goods in the Class.
	18 - All goods in the Class.
	25 - All goods in the Class.
T30441EU00		BOUTIQUE 9	1/5/2007	005599031	1/5/2007	005599031	REGISTERED		14,18,25 35
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear
	35 - Advertising; business management; business administration; office functions; retail store services in the field of precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments; leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags; clothing, footwear,
T30311EU00		CHELSEA COBBLER			1/7/1998	715,961	REGISTERED		14,18,25
	14 - Jewelry; imitation jewelry; costume jewelry; watches; clocks; parts and fittings for all the aforesaid goods
	18 - Handbags; purses; wallets; back packs; shoulder bags’ key cases
	25 - Boots; shoes; slippers; sandals; footwear; hosiery; socks; articles of clothing; gloves; mittens; scarves; shawls; headwear; hats; caps.
T30232EU00		CIRCA COMFORT 365	6/22/2004	3896206	10/18/2005	3896206	REGISTERED		14,18,25
	14 - All goods in class.
	18 - All goods in class.
	25 - All goods in class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 31

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EUROPEAN UNION (CTM) continued...
T30233EU02		CIRCA JOAN & DAVID	1/15/2004	3613122	3/7/2005	3613122	REGISTERED		14,18,25
	14 - All goods in class.
	18 - All goods in class.
	25 - All goods in class.
T30233EU03		CIRCA JOAN & DAVID & Design	1/15/2004	3613131	5/18/2005	3613131	REGISTERED		14,18,25
	14 - All goods in class.
	18 - All goods in class.
	25 - All goods in class.
T00033EU00		CLOUD 9 NINE WEST	11/5/1998	000978353	11/5/1998	000978353	REGISTERED		18,25
	18 - Goods made of leather and imitations of leather, namely: bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases, animal skins, hides, suit cases, traveling bags, umbrellas parasols, walking sticks, whips, harness and saddlery,
	25 - Clothing, footwear, headgear.
T20073EU01		CLOUD NINE (Word Mark)	3/17/1998	001549518	9/6/1999	001549518	REGISTERED		18,25
	18 - Umbrellas, parasols and walking sticks.
	25 - Articles of clothing excluding socks, leisure wear and casual wear, articles of sport clothing, headgear, articles of underclothing; lingerie.
T30243EU00		COMFORT 2 (Stylized)	10/14/2004	004068301	10/14/2004	004068301	REGISTERED		25
	25 - Footwear.
T00055EU00		EASY SPIRIT (Word Mark)	10/31/2003	003515351	6/21/2005	003515351	REGISTERED		09,14,35
	09 - Optical apparatus and instruments; optical goods; especially eyewear and parts and accessories thereof.
	14 - Precious metals, jewelry
	35 - Advertising services relating to the operation of wholesale and retail stores; business management and business advisory services relating to the management and administration of retail and wholesale stores, including sales information, business franchising and customer service information.
3834/0036/EU00		EASY SPIRIT (Word Mark)	8/13/1998	000906016	8/13/1998	000906016	REGISTERED		18,3,25
	18 - All goods in the Class.
	3 - All goods in the Class.
	25 - All goods in the Class.
3834/0037EU01		EASY SPIRIT ANTI-GRAVITY	8/13/1998	000906024	8/13/1998	000906024	REGISTERED		03,18,25
	03 - Bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery; essential oils, cosmetics, hair lotions; dentifrices.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear and headgear.
T30198EU00		EASY SPIRIT COMFORT 2	10/14/2004	004068193	10/14/2004	004068193	REGISTERED		25
	25 - FOOTWEAR
T30224EU00		ENZO ANGIOLINI (Word Mark)	10/31/2003	003515772	5/13/2005	003515772	REGISTERED		03,14,35
	03 - All goods in the class
	14 - All goods in the class
	35 - All services in the class
3834/0038/EU		ENZO ANGIOLINI (Word Mark)	8/13/1998	000906065	8/13/1998	000906065	REGISTERED		18,25,09
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	09 - Optical apparatus and instruments; optical goods; especially eyewear and parts and accessories thereof.
T30233EU00		JOAN & DAVID	4/1/1996	000085357	4/16/1998	85357	REGISTERED		18,25
	18 - Handbags, namely, ladies handbags, and small leather articles, namely, wallets and key containers; umbrellas
	25 - Scarves, belts and women’s clothing, namely, gloves, sweaters, slacks, coats, jackets, skirts, dresses, suits
T30233EU05		JOAN & DAVID	3/11/2002	2610350	6/26/2003	2610350	REGISTERED		16,35,42
	16 - All goods in class.
	35 - All services in class.
	42 - All services in class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 32

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EUROPEAN UNION (CTM) continued...
T30232EU02		MOOTSIES TOOTSIES	4/26/2005	004419065	2/20/2006	004419065	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty.
	25 - Footwear
	35 - Retail store services featuring apparel, footwear handbags, leather goods and accessories
T30259EU00		NINE WEST & 9 Design	11/5/2004	004111217	11/5/2004	004111217	REGISTERED		09,14,18,25
	09 - Eyewear and sunglasses
	14 - Jewelry, watches and clocks
	18 - Handbags, small leather goods
	25 - Clothing, footwear and accessories
T30202EU00		NINE WEST (Word Mark)	3/1/2002	002602696	12/18/2003	002602696	REGISTERED		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils in International Class 3.
T30202EU01		NINE WEST (Word Mark)	10/31/2003	003514081	3/15/2005	003514081	REGISTERED		35
	35 - Advertising services relating to the operation of wholesale and retail stores; business management and business advisory services relating to the management and administration of retail and wholesale stores, including sales information, business franchising and customer service information.
3834/0042		NINE WEST (Word Mark)	8/13/1998	000906073	8/13/1998	000906073	REGISTERED		14,18,25,09
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other Classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
	09 - Optical apparatus and instruments; optical goods; especially eyewear and parts and accessories thereof.
T30259EU05		NINE WEST 9 & Design	11/5/2004	004111233	2/3/2006	004111233	REGISTERED		09,14,18,25
	09 - Eyewear and sunglasses
	14 - Jewelry, watches and clocks
	18 - AMENDED GOODS: SMALL LEATHER GOODS INCLUDED IN CLASS 18
	25 - AMENDED GOODS: Footwear, clothing, belts, gloves, mittens, hats, kerchiefs, scarves and shawls.
3834/0002EU		NW NINE WEST MEN and Arrow Design	7/8/1998	870857	12/10/1999	870857	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other Classes; jewelry, precious stones; horological and chronometric instruments.
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides, trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Men’s footwear
T30192EU00		PAPPAGALLO (Word Mark)	10/31/2003	003514031	4/12/2005	003514031	REGISTERED		18,25,35
	18 - All goods in the class.
	25 - All goods in the class.
	35 - All services in the class.
T30312EU00		RAYNE (in the name of The Shoe Studio Group)			7/31/1997	2593	REGISTERED		25
	25 - Footwear
T30232EU05		SAM & LIBBY	4/26/2005	004419073	4/26/2006	004419073	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely, wallets, key cases, and cosmetic bags sold empty.
	25 - Footwear
	35 - Retail store services featuring apparel, footwear handbags, leather goods and accessories
FEDERATION OF RUSSIA

Owner Trademark Report by Mark Printed: 5/7/2009 Page 33

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
FEDERATION OF RUSSIA continued...
T30280RU00		BRIDGET SHUSTER	7/5/2005	2005716359	7/5/2005	317396	REGISTERED		18,25,35
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - pants, skirts, dresses, jackets, coats, blouses, shirts, hosiery, belts and footwear
	35 - retail store services
T30233RU00		CIRCA JOAN & DAVID	4/22/2005	2005709576	6/5/2006	307955	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
T00055RU00		EASY SPIRIT (Word Mark)	3/18/2005	2005705900	6/1/2006	307808	REGISTERED		18,25,35
	18 - Handbags, purses, attache cases, briefcases, school bags,tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, luggage, cosmetic bags sold empty, briefcase type portfolios and umbrellas; small leather goods, namely clutch purses, leather key cases, key fobs, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport
	25 - Clothing, namely, pants, skirts, dresses, shirts, blouses, vests, shorts, sweaters, suits, blazers, jeans, vests, tank tops, t-shirts, and neckwear; active wear, namely, sweatshirts, sweatpants, and warm-up jackets; outerwear and rainwear, namely jackets, coats, capes, furs, parkas and ponchos; sleepwear, namely, pajamas, nightshirts, nightgowns and robes; intimate apparel; hosiery, namely pantyhose, socks, leotards, tights and leggings; swimwear; cold weather accessories, namely shawls, caps, hats, scarves, mittens, gloves and earmuffs; footwear, namely shoes, boots, sandals, sneakers and slippers; and belts.
	35 - The bringing together for the benefit of others of a variety of goods, enabling customers to conveniently view and purchase those goods, namely retail store services and online retail store services.
3834/687RU0		EASY SPIRIT LOGO	4/4/1991	134075	4/4/1991	100632	REGISTERED		25
	25 - Footwear.
T30224RU00		ENZO ANGIOLINI (Word Mark)	3/18/2005	2005705901	3/31/2006	304042	REGISTERED		09,18,25 35
	09 - Eyewear, sunglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
	18 - Handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, luggage, cosmetic bags sold empty, briefcase type portfolios and umbrellas; small leather goods, namely clutch purses, leather key cases, key fobs, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport
	25 - Footwear, clothing and headgear; clothing, namely, pants, skirts, dresses, shirts, blouses, vests, shorts, sweaters, suits, blazers, jeans, vests, tank tops, t-shirts, and neckwear; active wear, namely, sweatshirts, sweatpants, and warm-up jackets; outerwear and rainwear, namely jackets, coats, capes, furs, parkas and ponchos; sleepwear, namely, pajamas, nightshirts, nightgowns and robes; intimate apparel; hosiery, namely pantyhose, socks, leotards, tights and leggings; swimwear; cold weather accessories, namely shawls, caps, hats, scarves, mittens, gloves and earmuffs; footwear, namely shoes, boots, sandals, sneakers and slippers; and belts.
	35 - The bringing together for the benefit of others of a variety of goods, enabling customers to conveniently view and purchase those goods, namely retail store services and online retail store services.
T20175RU00		GAROLINI	7/5/2005	2005716357	8/31/2006	312927	REGISTERED		18,25
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
T30233RU01		JOAN & DAVID	7/7/2005	2005716358	12/21/2006	318613	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Pants, skirts, dresses, jackets, coats, blouses, shirts, hosiery, belts and footwear
	35 - Retail store services
T30232RU00		MOOTSIES TOOTSIES	4/22/2005	2005709577	8/9/2006	311964	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
T30202RU00		NINE WEST (Word Mark)	10/12/2006	2006729404	2/21/2008	344388	REGISTERED		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 34

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
FEDERATION OF RUSSIA continued...
T30202RU01		NINE WEST (Word Mark)	3/18/2005	2005705902	6/1/2006	307809	REGISTERED		09,14,18
									25,35
	09 - Eye wear, sunglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
	14 - Jewelry and watches.
	18 - Handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, luggage, cosmetic bags sold empty, briefcase type portfolios and umbrellas; small leather goods, namely clutch purses, leather key cases, key fobs, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases and passport
	25 - Clothing, namely, pants, skirts, dresses, shirts, blouses, vests, shorts, sweaters, suits, blazers, jeans, vests, tank tops, t-shirts, and neckwear; active wear, namely, sweatshirts, sweatpants, and warm-up jackets; outerwear and rainwear, namely jackets, coats, capes, furs, parkas and ponchos; sleepwear, namely, pajamas, nightshirts, nightgowns and robes; intimate apparel; hosiery, namely pantyhose, socks, leotards, tights and leggings; swimwear; cold weather accessories, namely shawls, caps, hats, scarves, mittens, gloves and earmuffs; footwear, namely shoes, boots, sandals, sneakers and slippers; and belts.
	35 - The bringing together for the benefit of others of a variety of goods, enabling customers to conveniently view and purchase those goods, namely retail store services and on-line retail store services.
T30192RU00		PAPPAGALLO (Word Mark)	7/5/2005	2005716354	7/5/2005	313482	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely, wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Sales promotion and commercial operations related to wholesale and retail services.
T30232RU03		SAM & LIBBY	4/22/2005	2005709575	7/13/2006	310457	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - Retail store services
T00193RU00		SELBY	7/5/2005	2005716355	10/24/2006	315558	REGISTERED		25
	25 - Footwear
T15982RU00		WESTIES	7/5/2005	2005716356	8/31/2006	312891	REGISTERED		25
	25 - Footwear
FINLAND
T20141FI0		EASY SPIRIT LOGO	12/7/1992	5770/92	12/7/1993	129410	REGISTERED		25
	25 - Footwear.
3834/0543		GOLD CROSS	3/21/1975	1420/75	1/21/1990	71708	REGISTERED		25
	25 - Footwear and parts therefor falling into Class 25.
FRANCE
T20007FR0		9 WEST (Word Mark)	1/22/1985	728540	1/22/1985	1296533	REGISTERED		25
	25 - All goods in Class 25, heading of which is: Clothing, footwear, headgear.
3834/0021		9 WEST (Word Mark)	8/6/1998	98745202	8/6/1998	98745202	REGISTERED		14
	14 - Jewelry and watches.
T20011FR0		9 WEST LOGO	1/22/1985	728538	1/22/1985	1296531	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0709		BANDOLINO (Stylized)	4/2/1991	1653424	4/2/1991	1653424	REGISTERED		18
	18 - Handbags, wallets, purses and credit card holders.
3834/0441		BANDOLINO (Word Mark)	2/16/1990	188662	2/16/1990	1,575,911	REGISTERED		25
	25 - Footwear.
T20062FR0		CALICO LOGO	1/24/1985	728959	1/24/1985	1296858	REGISTERED		25
	25 - Shoes.
3834/0086		EASY SPIRIT (Word Mark)	9/7/1988	952985	9/7/1988	1487196	REGISTERED		25
	25 - Footwear and footwear articles.
T20150FR0		ENZO ANGIOLINI (Word Mark)	1/21/1985	728415	1/21/1985	1296461	REGISTERED		25
	25 - All articles of footwear, boots, shoes and slippers.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 35

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
FRANCE continued...
3834/0443		GAROLINI	2/22/1980	545420	2/20/1990	1,576,299	REGISTERED		25
	25 - Women’s shoes.
T30233FR01		JOAN & DAVID	7/9/1993	93475859	6/11/2003	93475859	REGISTERED		18,42
	18 - Handbags
	42 - Retail store services
T30233FR00		JOAN AND DAVID	3/4/1991	na	3/4/1991	1647828	REGISTERED		025,018
	025 - Scarves, belts and women’s clothing, namely, gloves, sweaters, slacks, coats, jackets, skirts, dresses, suits
	018 - Handbags, namely, ladies’ handbags, and small leather articles, namely, wallets, key containers, umbrellas
T30237FR00		JOAN HELPERN SIGNATURE and Design	11/8/1994	94543743	11/8/2004	94543743	REGISTERED		18,25,35 42
	18 - Leather and imitation leather, products of these substances not included ‘in other classes; handbags, trunks and valises
	25 - footwear and clothing
	35 - Retail store services
	42 - Designing of clothing and footwear
3834/0031		NINE WEST (Word Mark)	8/6/1998	98745203	8/6/1998	98745203	REGISTERED		14
	14 - Jewelry and watches.
T20247FR1		NINE WEST LOGO	11/12/1992	92441378	11/12/1992	92441378	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
	25 - Clothing, footwear, headgear
T20264FR0		PAPPAGALLO (Word Mark)	10/23/1974	183098	10/23/1974	1287560	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
T30232FR00		SAM & LIBBY			2/6/1991	1699628	REGISTERED		03,14,18 25
	03 -
	14 -
	18 -
	25 -
T30232FR01		SAM & LIBBY			8/2/1988	1604391	REGISTERED		25
	25 - Footwear
3834/0516		SELBY	3/29/1990	199135	3/29/1990	1,584,071	REGISTERED		25
	25- Footwear.
T20382FR0		WESTIES	1/22/1985	728539	1/22/1985	1296532	REGISTERED		25
	25- All goods in Class 25, heading of which is: Clothing, footwear, headgear.
GEORGIA
3834/005/GE		EASY SPIRIT (Logo)	8/26/1994	007653/03	6/4/1998	9564	REGISTERED		25
	25 - Footwear.
GERMANY
T00012DE00		BANDOLINO (Word Mark)	7/18/1991	U8198/18Wz	8/24/1993	2043149	REGISTERED		18
	18 - Handbags, wallets, purses and credit card holders.
3834/0650		BANDOLINO (Word Mark)	8/4/1980	U5510/25Wz	12/4/1981	1026324	REGISTERED		25
	25 - Boots and shoes.
T20062DE0		CALICO LOGO	1/25/1985	F33306/25Wz	10/14/1988	1129037	REGISTERED		25
	25 - Shoes made of leather, imitation leather and combinations thereof.
T20076DE0		COBBlE	9/13/1988	U7336/25Wz	5/30/1989	1140414	REGISTERED		25
	25 - Footwear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 36

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
GERMANY continued...
T20127DE0		EASY SPIRIT (Word Mark)	5/27/1988	U7262/25Wz	3/17/1993	1187230	REGISTERED		25
	25 - All kinds of shoes and orthopedic shoes.
T20150DE0		ENZO ANGIOLINI (Word Mark)	1/23/1985	E24854/25Wz	1/30/1986	1087268	REGISTERED		25
	25 - Footwear, shoes and slippers, all goods manufactured to an Italian design.
T20175DE0		GAROLINI	3/19/1983	U6045/25Wz	9/29/1983	1054153	REGISTERED		25
	25 - Footwear (except woven and knitted footwear).
T30233DE01		JOAN & DAVID	9/28/1990	na	9/28/1990	653440	REGISTERED		18,25,21 9
	18 - Handbags
	25 - Footwear
	21 - All goods in class
	9 - Eyewear
T30233DE00		JOAN AND DAVID	5/31/2001	na		1033179	REGISTERED		025
	025 - Scarves, belts and women’s clothing, namely, gloves, sweaters, slacks, coats, jackets, skirts, dresses, suits
3834/0424		JOYCE	11/21/1949	N/A	6/19/1951	608201	REGISTERED		25
	25 - Footwear, namely shoes, slippers and sandals made of leather, woven fabric, rubber, cork or any combination of these materials.
3834/0651		MIRAMONTE	8/4/1980	U5509/25Wz	4/5/1982	1,031,774	REGISTERED		25
	25 - Boots and shoes.
T20247DE0		NINE WEST LOGO	8/29/1995	39535337.8	8/29/1996	39535337	REGISTERED		18
	18 - Leather and imitations of leather as well as goods made of leather and imitations of leather, namely, bags (as far as included in Class 18 ), handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
T20247DE1		NINE WEST LOGO	11/19/1992	N 25318/25Wz	6/16/1993	2045014	REGISTERED		25
	25 - Shoes.
T20264DE0		PAPPAGALLO (Word Mark)	2/24/1965	N/A	4/5/1966	818001	REGISTERED		25
	25 - Boots, shoes, house-shoes, all referred goods of Italian origin or destined for export to Italian speaking countries
T30232DE00		SAM & LIBBY		na	1/30/1990	1185486	REGISTERED		03,14,18 25
	03 - All goods in class.
	14 - All goods in class.
	18 - All goods in class.
	25 -.AII goods in class.
T30232DE01		SAM & LIBBY		na	8/2/1988	1141670	REGISTERED		25
	25 - All goods in class.
3834/0536		SELBY	4/18/1980	U5436/25Wz	2/16/1981	1,014,283	REGISTERED		25
	25 - Boots and shoes.
T20382DE0		WESTIES	1/19/1985	F33295/25Wz	2/10/1989	1134530	REGISTERED		25
	25 - Leather shoes both for women and growing girls and both for dress and casual wear.
GREECE
T20011GR0		9 WEST LOGO	3/3/1983	74145	3/3/1983	74145	REGISTERED		25
	25 - All goods in Class 25.
T20062GR0		CALICO LOGO	1/30/1985	79066	1/30/1985	79066	REGISTERED		25
	25 - Shoes.
3834/0648		EASY SPIRIT LOGO	7/27/1990	100094	7/27/1990	100094	REGISTERED		25
	25 - Footwear.
T20247GR0		NINE WEST LOGO	11/27/1992	11642	11/27/1992	11642	REGISTERED		25
	25 - All goods in Class 25, Le. clothes, footwear and headwear.

Owner Trademark Report by Mark Printed:   5/7/2009 Page   37

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
GREECE continued...
T20264GR0		PAPPAGALLO (Word Mark)	12/28/1974	54019	12/28/1974	54019	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
T20382GR0		WESTIES	1/30/1985	79067	1/30/1985	79067	REGISTERED		25
	25 - All goods in Class 25.
GUATEMALA
3834/0480		9 & CO. (Word Mark)	3/8/2000	M-1738-2000	11/17/2000	108273	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
3834/0479		9 & CO. (Word Mark)	3/8/2000	M-1760-2000	10/17/2000	107,008	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T00012GT01		BANDOLINO (Word Mark)	3/8/2000	6937-2002	1/19/2004	127,385	REGISTERED		35
	35 - Wholesale store services
T00012GT03		BANDOLINO (Word Mark)			8/13/2003	125,153	REGISTERED		18
	18 - All goods in class.
3834/0481		BANDOLINO (Word Mark)	10/10/2000	6905-2002	10/10/2000	106477	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0482		BANDOLINO (Word Mark)	3/8/2000	2000-01741	5/12/2004	129,591	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers
T30441GT00		BOUTIQUE 9	1/10/2007	M-146-2007	7/25/2007	150981	REGISTERED		14
	14 - All goods in class.
T30441GT01		BOUTIQUE 9	1/10/2007	M-147-2007	7/25/2007	150982	REGISTERED		18
	18 - All goods in class.
3834/0483		CALICO	3/8/2000	M-1756-2000	10/13/2000	106,992	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0484		CALICO	3/8/2000	M-1761-2000	10/17/2000	107,029	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
T30233GT00		CIRCA JOAN & DAVID	4/22/2005	M26342005	11/20/2005	139159	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233GT01		CIRCA JOAN & DAVID	4/22/2005	M26352005	5/23/2006	142477	REGISTERED		25
	25 – Footwear
T30233GT02		CIRCA JOAN & DAVID	4/22/2005	M26332995	1/31/2006	140210	REGISTERED		35
	35 - Retail store services
T00055GT01		EASY SPIRIT (Word Mark)	10/25/2002	133505	1/5/2005	133505	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags; umbrellas and walking sticks;
T00055GT03		EASY SPIRIT (Word Mark)		125171	8/17/2003	125171	REGISTERED		35
	35 - Wholesale store services.
T00055GT04		EASY SPIRIT (Word Mark)		125196	8/18/2003	125196	REGISTERED		25
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters” sweatshirts, sweat pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, wins\breakers, parkas, rainwear, stocking, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, handkerchiefs
T00055GT06		EASY SPIRIT (Word Mark)	5/25/2005	m-3446-2005	1/30/2006	140190	REGISTERED		09
	09 - Sunglasses and eyewear

Owner Trademark Report by Mark Printed:   5/7/2009 Page 38

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
GUA TEMALA continued...
T00055GT07		EASY SPIRIT (Word Mark)	5/25/2005	m-3447-2005	1/17/2006	139712	REGISTERED		14
	14 — Jewelry and watches
T30099GT00		ENZO ANGIOLINI (Word Mark)	10/25/2002	N/A	8/18/2003	125220	REGISTERED		09
	09 — Eyewear, including sunglasses, eyeglass frames, eyeglass cases, eyeglass chains, and eyeglass cords.
T30224GT00		ENZO ANGIOLINI (Word Mark)			9/1/2003	125530	REGISTERED		35
	35 — Wholesale store services
T30224GT01		ENZO ANGIOLINI (Word Mark)			8/19/2003	125259	REGISTERED		35
	35 - Retail store services
T30224GT02		ENZO ANGIOLINI (Word Mark)			8/18/2003	125220	REGISTERED		9
	9 - All goods in class.
3834/0478		ENZO ANGIOLINI (Word Mark)	3/8/2000	M-1759-2000	10/17/2000	107024	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T00065GT00		ENZO ANGIOLlNI- Industrial Commercial Mark	10/25/2002	na	8/18/2003	125220	REGISTERED		09
	09 - All goods in class.
T00065GT01		ENZO ANGIOLlNI- Industrial Commercial mark	10/25/2002	na	9/1/2003	125510	REGISTERED		14
	14 - All goods in class.
T00065GT02		ENZO ANGIOLlNI- Industrial Commercial Mark			8/18/2003	2003-01723	REGISTERED		18
	18 - Commercial mark for Class 18 goods.
T00065GT03		ENZO ANGIOLlNI- Industrial Commercial mark	10/25/2002	6895-2002	5/26/2004	129838	REGISTERED		25
	25 - Clothing, headgear, footwear.
3834/0689		JOYCE CALIFORNIA	2/16/1990	N/A	11/7/1990	62919	REGISTERED		25
	25 - Women’s shoes.
T20208GT0		JOYCE DESIGN	5/22/1946	N/A	12/13/1987	33648	REGISTERED		25
	25 - Footwear, namely, shoes, slippers, and sandals made of leather, fabric, rubber, or cork, and/or of combinations of said materials.
T30232GT00		MOOTSIES TOOTSIES	4/22/2005	M26392005	11/16/2005	139055	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232GT02		MOOTSIES TOOTSIES	4/22/2005	M26382005	11/15/2005	139076	REGISTERED		35
	35 - Retail store services
T30202GT03		NINE WEST (Word Mark)	12/17/2003	2002-06939	12/17/2003	127141	REGISTERED		35
	35 - Wholesale store services.
3834/0477		NINE WEST (Word Mark)	3/8/2000	M-1758-2000	10/12/2000	106,504	REGISTERED		35
	35 - Retail store services.
3834/0530		NINE WEST (Word Mark)	4/12/2000	M-2906-2000	11/29/2000	107,901	REGISTERED		42
	42 - Computerized on-line retail store services featuring cosmetics, footwear, headgear, apparel, belts, handbags, jewelry, sunglasses and legwear.
3834/0529		NINE WEST (Word Mark)	4/12/2000	M-2908-2000	11/29/2000	107,899	REGISTERED		25
	25 - All goods in the Class.
3834/0476		NINE WEST Industrial-Commercial mark	3/8/2000	M-1751-2000	10/10/2000	106,481	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.

Owner Trademark Report by Mark Printed:   5/7/2009 Page   39

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
GUATEMALA continued...
T15867GT43		NINE WEST Industrial-Commercial mark	10/25/2003	6895-2002	8/21/2003	125288	REGISTERED		25
	25 - Clothing, headgear, footwear
T15867GT44		NINE WEST Industrial-Commercial mark			8/13/2003	125133	REGISTERED		35
	35 - Retail store services.
T15867GT45		NINE WEST Industrial-Commercial mark	10/25/2002	na	8/13/2003	125137	REGISTERED		14
	14 - All goods in class.
T15867GT46		NINE WEST Industrial-Commercial mark	10/25/2002	na	8/18/2003	125197	REGISTERED		9
	9 - All goods in class.
T30232GT03		SAM & LIBBY	4/22/2005	139152	11/21/2005	139152	REGISTERED		18
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232GT04		SAM & LIBBY	4/22/2005	M26372005	11/21/2005	139155	REGISTERED		25
	25 – Footwear
T30232GT05		SAM & LIBBY	4/22/2005	M26292995	9/21/2005	138054	REGISTERED		35
	35 - Retail store services
T30315GT00		STUDIO 9 (Word Mark)			8/21/2006	144481	REGISTERED		25
	25 - Clothing, footwear, headgear
3834/0531		WESTIES	4/12/2000	M-2907-2000	11/24/2000	108298	REGISTERED		35
	35 - Computerized on-line retail store services featuring cosmetics, footwear, headgear, apparel, belts, handbags, jewelry, sunglasses and legwear.
T15982GT01		WESTIES			4/17/2001	110562	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
T15982GT03		WESTIES	11/23/2001	2001-08542	1/19/2004	127,420	REGISTERED		35
	35 - Retail Store Services in the area of cosmetics, footwear, headgear, apparel, belts, handbags, jewelry, sunglasses and legwear.
GUERNSEY
T30202GG00		NINE WEST (Word Mark)	6/19/2001	2160239	6/19/2001	2160239	REGISTERED		09
	09 - Sunglasses. Eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
3834/0704GG		NINE WEST (Word Mark)	6/26/2001	2174122A	8/6/1998	2174122a	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith: not included in other classes; jewelry, precious stones; horological and chronometric instruments; watches.
3834/0702GG		NINE WEST LOGO	6/26/2001	2031891	8/29/1995	2031891	REGISTERED		18
	18 – Good made of leather and imitations of leather; bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags; umbrellas and walking sticks
T30100GG01		NINE WEST LOGO	6/19/2001	1518898	6/19/2001	1518898	REGISTERED		25
	25 - Footwear; being articles of clothing for women; all included in Class 25.
HAITI
T00012HT01		BANDOLINO (Word Mark)			5/10/2003	D-5417	REGISTERED		25
	25 - All goods in class.
T00012HT02		BANDOLINO (Word Mark)		116	5/10/2003	5416	REGISTERED		18
	18 - All goods in class.
T00012HT04		BANDOLINO (Word Mark)			5/10/2003	5418	REGISTERED		42
	42 - All services in class.

Owner Trademark Report by Mark Printed:   5/7/2009 Page   40

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
HAITI continued...
T00055HT00		EASY SPIRIT (Word Mark)			5/10/2004	5419	REGISTERED		18
	18 - All goods in class.
T00055HT01		EASY SPIRIT (Word Mark)			5/10/2004	5420	REGISTERED		25
	25 - All goods in class.
T00055HT02		EASY SPIRIT (Word Mark)			5/10/2004	5421	REGISTERED		42
	42 - All services in class.
T30099HT00		ENZO ANGIOLlNI (Word Mark)			5/10/2004	5424	REGISTERED		18
	18 -
T30224HT00		ENZO ANGIOLlNI (Word Mark)			5/10/2004	5423	REGISTERED		14
	14 - All goods in class.
T30224HT01		ENZO ANGIOLlNI (Word Mark)			5/10/2004	5422	REGISTERED		09
	09 - All goods in class.
T30224HT02		ENZO ANGIOLlNI (Word Mark)			5/10/2004	5425	REGISTERED		25
	25 - All goods in class.
T30224HT03		ENZO ANGIOLlNI (Word Mark)			5/10/2004	5426	REGISTERED		42
	42 - All services in class.
T30202HT00		NINE WEST (Word Mark)			5/10/2004	5427	REGISTERED		09
	09 - All goods in class
T30202HT01		NINE WEST (Word Mark)			5/10/2004	5428	REGISTERED		14
	14 - All goods in class.
T30202HT02		NINE WEST (Word Mark)			8/27/2003	5429	REGISTERED		18
	18 - All goods in class.
T30202HT03		NINE WEST (Word Mark)			5/10/2004	5430	REGISTERED		25
	25 - All goods in class.
T30202HT04		NINE WEST (Word Mark)			5/10/2004	5431	REGISTERED		42
	42 - All goods in class.
HONDURAS
3834/0469HN		9 & CO. (Word Mark)	3/2/2000	4008/2000	11/23/2000	79,911	REGISTERED		25
	25 - Clothing, footwear and headgear.
3834/0468HN		9 & CO. (Word Mark)	3/2/2000	4010/2000	11/23/2000	79,910	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T20007HN0		9 WEST (Word Mark)	8/6/1993	7493/93	3/23/1994	59550	REGISTERED		25
	25 - Shoes, all forms of footwear, clothing, headgear.
3834/0470HN		BANDOLlNO (Word Mark)	3/2/2000	4007/2000	11/23/2000	79,904	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in Other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/047HN		BANDOLlNO (Word Mark)	3/2/2000	4006/2000	11/23/2000	79,905	REGISTERED		25
	25 - Clothing, footwear and headgear.
T30441HN00		BOUTIQUE 9	1/5/2007	389/2007	8/7/2007	101722	REGISTERED		14
	14 - All goods in class.
T30441HN01		BOUTIQUE 9	1/5/2007	390/2007	8/7/2007	101.842	REGISTERED		18
	18 - All goods in class.

\

Owner Trademark Report by Mark Printed: 5/7/2009 Page 41

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
HONDURAS continued...
3834/0472		CALICO	3/2/2000	4005/2000	11/23/2000	79,888	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0473		CALICO	3/2/2000	4004/2000	11/8/2000	79,684	REGISTERED		25
	25 - Clothing, footwear and headgear.
T30233HN00		CIRCA JOAN & DAVID	4/21/2005	7663	3/8/2006	96579	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233HN01		CIRCA JOAN & DAVID	4/21/2005	7662	3/8/2006	96568	REGISTERED		25
	25 - Footwear
T30233HN02		CIRCA JOAN & DAVID	4/21/2005	7664	3/13/2006	11257	REGISTERED		35
	35 - Retail store services
T00055HN00		EASY SPIRIT (Word Mark)	6/6/2005	12227-05	2/28/2006	96.338	REGISTERED		09
	09 - Sunglasses and eyewear
T00055HN01		EASY SPIRIT (Word Mark)	5/13/2005	9898-2005	2/21/2008	103.848	REGISTERED		25
	25 - Clothing, footwear, headgear
T00055HN03		EASY SPIRIT (Word Mark)	5/13/2005	9900-05	4/25/2006	96.969	REGISTERED		14
	14 - Jewelry and watches
T00055HN04		EASY SPIRIT (Word Mark)	5/13/2005	9901-05	2/9/2006	96013	REGISTERED		35
	35 - Retail store services
3834/0089		ENZO ANGIOLINI (STYLIZED)	8/6/1997	9079/97	3/26/1998	71,188	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0467		ENZO ANGIOLINI (Word Mark)	3/2/2000	4012/2000	11/23/2000	79,898	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T20208HN0		JOYCE DESIGN	1/16/1980	15395-2004	9/10/1984	43714	REGISTERED		25
	25 - Footwear, men’s shoes, shoes, slippers and sandals made from leather, fabric, rubber or cork and/or the combinations of said materials, clothing in Class 25.
T30232HN01		MOOTSIES T00TSIES	4/21/2005	7666	3/1/2006	96418	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232HN02		MOOTSIES T00TSIES	4/21/2005	7658	2/9/2006	96016	REGISTERED		25
	25 - Footwear
T30202HN00		NINE WEST (Word Mark)	2/19/2004	3176/2004	2/25/2005	93525	REGISTERED		25
	25 - Clothing, shoes, headgear
96		NINE WEST (Word Mark)	6/6/2005	12226-05	2/9/2006	96014	REGISTERED		09
	09 - Sunglasses and eyewear
T30202HN02		NINE WEST (Word Mark)	5/13/2005	9902-05	2/17/2006	11188	REGISTERED		14
	14 - Jewelry and watches
3834/0466HN		NINE WEST (Word Mark)	3/2/2000	4011/2000	11/23/2000	79,909	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30202HN04		NINE WEST (Word Mark)	5/13/2005	9903-05	3/3/2006	11234	REGISTERED		35
	35 - Retail store services
3834/0234		NINE WEST LOGO	4/28/1995	4288/95	3/15/1996	3479	REGISTERED		42
	42 - Retail store services for footwear, purses and handbags.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 42

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
HONDURAS continued...
3834/0233		NINE WEST LOGO	8/6/1993	7492-93	2/17/1994	59360	REGISTERED		25
	25 - Shoes, all kinds of footwear, clothing, headgear.
T30232HN00		SAM & LIBBY	4/21/2005	7667	2/28/2006	96353	REGISTERED		25
	25 - Footwear
T30232HN04		SAM & LIBBY	4/21/2005	7659	3/29/2006	96.816	REGISTERED		18
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232HN05		SAM & LIBBY	4/21/2005	7669	3/3/2006	11215	REGISTERED		35
	35 - Retail store services
3834/0095		SELBY	9/5/1963	N/A	9/5/1993	11.524	REGISTERED		25
	25 - All kinds of footwear and accessories therefor.
T30315HN00		STUDIO 9 (Word Mark)	2/13/2006	6279/2006	12/6/2006	96.101	REGISTERED		25
	25 - Clothing, footwear, headgear
A		WESTIES	3/2/2000	4003/2000	11/8/2000	79,688	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0475		WESTIES	3/2/2000	4002/2000	11/8/2000	79,687	REGISTERED		25
	25 - Clothing, footwear and headgear.
HONG KONG
3834/0017		9 WEST (Word Mark)	8/7/1998	10513/98	8/7/1998	B15430/99	REGISTERED		14
	14 - Jewelry and watches.
T20036HK0		BANDOLINO (Stylized)	8/13/1980	2009/1980	8/13/1980	2204/81	REGISTERED		25
	25 - Footwear.
T00012HK00		BANDOLINO (Word Mark)	8/12/2004	300267147	12/16/2004	300267147	REGISTERED		18,35
	18 - Bags, handbags, purses, credit card holders made of leather or imitation leather, knapsacks, billfolds, wallets, key fobs made of leather or imitation leather, key cases made of leather or imitation leather, travel bags, umbrellas and walking sticks.
	35 - Retail store services in the field of clothing, footwear, headgear, bags, handbags, purses, credit card holders made of leather or imitation leather, knapsacks, billfolds, wallets, key fobs made of leather or imitation leather, key cases made of leather or imitation leather, travel bags, umbrellas and walking sticks.
T00012HK02		BANDOLINO (Word Mark)	8/19/2004	300270837	8/19/2004	300270837	REGISTERED		25
	25 - Clothing, footwear and headgear
T30441HK00		BOUTIQUE 9	1/5/2007	300791497	1/5/2007	300791497	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments;
	18 - Leather and imitations of leather, and goods made of these materials and not included in other c1asses; animal skins, hides; trunks and traveling bags; handbags; umbrellas, parasols and walking sticks; whips, harness and saddlery;
	25 - Clothing, footwear, headgear
T20059HK0		CALICO	11/9/1994	13143/94	11/9/1994	B10859/96	REGISTERED		42
	42 - Retailing services of footwear, but not including any such goods made of calico, all included in Class 42.
T20059HK1		CALICO	11/9/1994	13142/1994	11/9/1994	B9774/96	REGISTERED		25
	25 - Footwear, but not including any such goods made of calico.
T30233HK00		CIRCA JOAN & DAVID	7/24/2003	300052361	5/28/2004	300052361	REGISTERED		025,018
	025 - Scarves, belts and women’s clothing, namely, gloves, sweaters, slacks, coats, jackets, skirts, dresses, suits
	018 - Handbags, namely, ladies’ handbags, and small leather articles, namely, wallets, key containers, umbrellas
T30233HK01		CIRCA JOAN & DAVID & Design	1/15/2004	300143612	1/15/2004	300143612	REGISTERED		18,25
	18 - Handbags and small leather goods
	25 - Clothing footwear and headgear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 43

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
HONG KONG continued...
T20073HK01		CLOUD NINE (Word Mark)	8/3/1998	10298/98	8/3/1999	7219/1999	REGISTERED		18
	18 - Goods made of leather and imitations of leather and not included in other classes, bags, handbags, purses, packsacks, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
T30249HK00		COMFORT2 (Stylized)	11/3/2004	300312272	11/3/2004	300312272	REGISTERED		25
	25 - Footwear
T30232HK00		DAVID & DAVID	1/15/2004	300143603	1/15/2004	300143603	REGISTERED		18,42
	18 - Handbags and accessories
	42 - Retail Store Services
T00055HK00		EASY SPIRIT (Word Mark)	5/13/2005	300420416	5/13/2005	300420416	REGISTERED		09,14,18 35
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; bags, trunks, traveling bags, handbags, purses, satchels, shoulder bags, packs, cases, billfolds, wallets, key fobs, key cases, suitcases, briefcases, totes, back packs, packsacks, knapsacks, toiletry articles cases, small leather goods; umbrellas, parasols and walking sticks;
	35 - Retail services in relation to (specify all goods filed for in classes 9, 14, 18, 25); the bringing together, for the benefit of others, of a variety of goods, enabling customers to conveniently view and purchase those goods from a clothing and accessories catalogue by mail order or by means of telecommunications.
T20127HK0		EASY SPIRIT (Word Mark)	9/7/1988	5525/1988	9/7/1988	2621/1992	REGISTERED		25
	25 - Footwear.
T30326HK00		EASY SPIRIT LOGO AND CHINESE LETTERS	5/8/2006	300634040	5/8/2006	300634040	REGISTERED		18,25,35
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and travel bags, umbrellas and walking
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves and kerchiefs.
	35 - Retail store services relating to clothing, footwear, headgear, underwear, rainwear, swimwear, ties, socks, gloves, kerchiefs, mittens, glasses, sun glasses, jewelry, watches, clocks, bags, cases, articles of luggage, traveling bags, purses and wallets, leather goods, umbrellas, walking sticks.
T20150HK1		ENZOANGIOLINI (Word Mark)	10/4/1994	11709/1994	10/4/1994	1535/1996	REGISTERED		42
	42 - Retailing services of footwear and clothing, all included in Class 42 .
3834/0421		ENZO ANGIOLINI (Word Mark)	11/19/1992	18286/92	11/19/1992	4297/1994	REGISTERED		25
	25 - Clothing, outer-clothing and sportswear. Footwear, shoes, boots, moccasins, slippers and sandals. Headgear.
3834/0166		ENZO ANGIOLINI (Word Mark)	3/19/1998	3440/98	3/19/1998	1795/99	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
T20175HK0		GAROLINI	3/20/1983	N/A	3/30/1983	2451/1983	REGISTERED		25
	25 - Footwear.
T30233HK02		JOAN & DAVID		12499	10/3/2003	199800596	REGISTERED		25
	25 - Clothing, footwear and headgear
T30233HK04		JOAN & DAVID	11/13/1995	144371995		199800788	REGISTERED		18
	18 - Handbags, namely, ladies’ handbags, and small leather articles, namely, wallets, key containers, umbrellas
T30233HK05		JOAN & DAVID	3/11/2002	062402004		200406204	REGISTERED		35
	35 - Retail store services
T30233HK06		JOAN AND DAVID	6/2/1988	3259	6/2/1988	B0057/1991	REGISTERED		25
	25 - Clothing, Footwear and Headgear
T30237HK00		JOAN HELPERN SIGNATURE and Design	11/13/1995	14461995	11/13/1995	199911309	REGISTERED		18
	18 - Handbags
T30237HK01		JOAN HELPERN SIGNATURE and Design	10/20/1994	na	10/20/1994	199701830	REGISTERED		25
	25 - Footwear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 44

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
HONG KONG continued...
T20200HK0		JOYCE	6/17/1974	N/A	6/17/1974	1227/1975	REGISTERED		25
	25 - Shoes for women.
T30007HK00		NAPIER (Stylized)	7/12/1995	95/8534	6/17/1997	06488/1997	REGISTERED		14
	14 - NO GOODS LISTED
T30078HK00		NINE & COMPANY (Logo)	2/25/2002	02583/2002	2/25/2002	2004B06465	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; bags, trunks, travelling bags, handbags, purses, satchels, shoulder bags, packs, cases, billfolds, wallets, key fobs, key cases, suitcases, briefcases, totes, back packs, packsacks, knapsacks, toiletry articles cases, small leather goods; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30078HK01		NINE & COMPANY (Logo)	2/25/2002	02584/2002	2/25/2002	2004B06466	REGISTERED		25
	25 - Clothing, outer clothing, sportswear; footwear, shoes, boots, moccasins, slippers, sandals; headgear.
T30202HK00		NINE WEST (Word Mark)	5/13/2005	300420425	5/13/2005	300420425	REGISTERED		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; bags, trunks, traveling bags, handbags, purses, satchels, shoulder bags, packs, cases, billfolds, wallets, key fobs, key cases, suitcases, briefcases, totes, back packs, packsacks, knapsacks, toiletry articles cases, small leather goods; umbrellas, parasols and walking sticks;
	25 - Clothing, footwear, headgear
	35 - Retail services in relation to (specify all goods filed for in classes 9, 14, 18, 25); the bringing together, for the benefit of others, of a variety of goods, enabling customers to conveniently view and purchase those goods from a clothing and accessories catalogue by mail order or by means of telecommunications.
T30202HK01		NINE WEST (Word Mark)	10/9/2006	300736074	10/9/2006	300736074	REGISTERED		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
3834/0423		NINE WEST LOGO	11/19/1992	18285/92	11/19/1992	B05959/94	REGISTERED		25
	25 - Clothing, outer clothing and sportswear; footwear, shoes, boots, moccasins, slippers and sandals. Headgear.
T20247HK1		NINE WEST LOGO	10/4/1994	11707/94	10/4/1994	B3977/96	REGISTERED		18
	18 - Goods made of leather and imitations of leather, bags, handbags, purses, packs, cases of leather or leather board, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
3834/0187		NINE WEST LOGO	3/19/1998	3441/98	3/19/1999	B6316/99	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
3834/0027		NINE WEST LOGO	8/7/1998	10514/98	8/7/1998	B15431/99	REGISTERED		14
	14 - Jewelry and watches.
3834/0569HK		NW NINE WEST	5/29/2000	11871/2000	5/29/2000	B8954/2001	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, small leather goods, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
3834/0570HK		NW NINE WEST	5/29/2000	11872/2000	5/29/2000	B8955/2001	REGISTERED		25
	25 - Clothing, footwear and headgear.
3834/0571HK		HK NW NINE WEST	5/29/2000	11873/2000	5/29/2000	B8956/2001	REGISTERED		35
	35 - Retail store services for footwear, clothing, headgear, belts, jewelry, watches, perfumes, handbags, bags, sport bags, small leather goods, eyewear, linens.
3834/0625HK		NW NINE WEST MEN and Arrow Design	7/17/2000	15794/2000	7/17/2000	B12868/2001	REGISTERED		18
	18 - Goods made of leather and imitations of leather bags, satchels, shoulder bags, packs, cases, billfolds, wallets, key fobs, key cases, suitcases, brief cases, totes, trunks, back packs, knapsacks, toiletry article cases and travelling bags, umbrellas and walking sticks.
3834/0626HK		NW NINE WEST MEN and Arrow Design	7/17/2000	15795/2000	7/17/2000	B12869/2001	REGISTERED		25
	25 - Clothing, footwear and headgear for men and boys
T20264HK0		PAPPAGALLO (Word Mark)	7/12/1973	853/73	7/12/1973	1391/1974	REGISTERED		25
	25 - Footwear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 45

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
HONG KONG continued...
T30232HK04		SAM & LIBBY	7/3/1997	NA	11/11/2001	199300730	REGISTERED		18
	18 - Handbags and leather accessories
T30232HK05		SAM & LIBBY	7/3/1997	NA	7/24/2001	199301187	REGISTERED		25
	25 - Footwear
T30232HK06		SAM & LIBBY	7/3/1997	NA	11/19/2001	199202199	REGISTERED		14
	14 - Jewelry
3834/0357		SHOE STUDIO	10/13/1997	14570/97	10/13/1997	B8275/2000	REGISTERED		35
	35 - Retailing services of footwear, clothing, purses and handbags, all included in Class 42.
3834/0192		SHOE STUDIO	10/13/1997	14569/97	10/13/1997	B6611/99	REGISTERED		25
	25 - Clothing, outer clothing and sportswear, footwear, shoes, boots, moccasins, slippers and sandals.
T20333HK0		SPA NINE WEST (STYLIZED)	10/4/1994	11706/94	10/4/1994	5392/96	REGISTERED		18
	18 - Goods made of leather and imitations of leather, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
T20333HK1		SPA NINE WEST (STYLIZED)	8/25/1994	9853/94	8/25/1994	5954/96	REGISTERED		25
	25 - Clothing, sports clothing. Footwear. Headgear.
HUNGARY
3834/0649		EASY SPIRIT LOGO	7/24/1990	2895/1990	7/24/1990	130741	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
3834/0123		ENZO ANGIOLINI (Word Mark)	11/20/1992	M9205947	11/20/1992	138035	REGISTERED		25
	25 - Clothing articles, footwear, headwear.
T20247HU0		NINE WEST LOGO	11/16/1992	M9205828	11/16/1992	137376	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
ICELAND
T20003IS0		9 & CO. (Logo)	10/25/1996	1294/1996	2/18/1997	233/1997	REGISTERED		18,25
	18 - All goods included in Class
	25 - All goods included in Class
T30441IS00		BOUTIQUE 9	1/4/2007	15/2007	3/5/2007	323/2007	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear and headgear
T20127IS0		EASY SPIRIT (Word Mark)	10/8/1996	1196/1996	6/23/1997	696/1997	REGISTERED		18,25
	18 - All goods included in Class.
	25 - All goods included in Class.
T20150IS0		ENZO ANGIOLINI (Word Mark)	10/8/1996	1194/1996	2/18/1997	170/1997	REGISTERED		18,25
	18 - All goods included in Classes 18 and 25.
	25 -
T30202IS00		NINE WEST (Word Mark)		1296/2005	7/4/2005	604/2005	REGISTERED		09,14,18
									25,35
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
	18 - Accessories, handbags and small leather goods
	25 - Clothing, footwear, headgear
	35 - Retail store services

1

Owner Trademark Report by Mark Printed: 5/7/2009 Page 46

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ICELAND continued...
T20247IS0		NINE WEST LOGO	10/8/1996	1195/1996	2/18/1997	17111997	REGISTERED		18,25
	18 - All goods included in Class.
	25 - All goods included in Class.
T30315IS00		STUDIO 9 (Word Mark)	1/12/2006	99/2006	414/2006	312/2006	REGISTERED		25
	25 - Clothing, footwear, headgear
INDIA
3834/0211		9 WEST (Stylized)	1/31/1985	433193	1/31/1985	433193	REGISTERED		25
	25 - Clothing including boots, shoes and slippers.
3834/0592		BANDOLINO (Word Mark)	5/31/2000	928655	5/31/2000	928655	REGISTERED		25
	25 - All goods in the Class including footwear, headgear, belts and clothing.
3834/0412		CALICO LOGO	11/8/1985	445385	11/8/1985	445385	REGISTERED		25
	25 - Shoes.
T00055IN00		EASY SPIRIT (Word Mark)	4/13/2004	1278363	4/13/2004	1278363	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides, trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harnesses and saddlery.
	25 - Clothing, footwear, headgear.
3834/0207		ENZO ANGIOLINI (Word Mark)	1/21/1985	432642	1/21/1985	432642	REGISTERED		25
	25 - All forms of footwear, including especially shoes.
3834/0624IN		NINE WEST (Word Mark)	8/14/2000	947751	8/14/2000	947751	REGISTERED		25
	25 - Clothing, footwear, headgear
T20011IN01		NINE WEST (Word)	5/12/2005	1356825	5/12/2005	1356825	REGISTERED		09,14,18
									35
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
	18 - Accessories, handbags, small leather goods
	35 - Retail store services
3834/0235IN		NINE WEST LOGO	12/3/1992	586140	12/3/1992	586140	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins, slippers and sandals, headgear
3834/0210		WESTIES	1/31/1985	433194	1/31/1985	433194	REGISTERED		25
	25 - Clothing, including boots, shoes, and slippers.
INDONESIA
3834/0362		BANDOLINO (Stylized)	10/27/1997	D9723476	3/29/1999	425,962	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins, sandals, slippers, socks, hosiery, caps and hats, scarves, kerchiefs.
3834/0361		BANDOLINO (Stylized)	10/27/1997	D9723475	3/25/1999	424,919	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, cases, billfolds, wallets, key fobs, key cases, travelling bags, umbrellas and walking sticks.
T00012ID00		BANDOLINO (Word Mark)	8/13/2004	J20042330423497	8/12/2004	IDM000069024	REGISTERED		35
	35 - The bringing together, for the benefit of others, of a variety of goods enabling customers to conveniently view and purchase those
T00012ID01		BANDOLINO (Word Mark)	2/24/2005	D00 2005	2/24/2005	IDM000096087	REGISTERED		25
	25 - Clothing and footwear.
T20059ID0		CALICO	3/21/1995	J954600	4/11/1996	357841	REGISTERED		42
	42 - Retail store services, providing of food and drink, temporary accommodation, medical, hygienic and beauty care, veterinary and agricultural services, legal services, scientific and industrial research, computer programming.
T20059ID1		CALICO	3/21/1995	0954599	3/18/1996	356769	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins and sandals, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 47

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
INDONESIA continued...
3834/0363		EASY SPIRIT (STYLIZED)	10/27/1997	D9723474	10/27/1997	424,673	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, cases, billfolds, wallets, key fobs, key cases, traveling bags, umbrellas and walking sticks.
T30224ID00		ENZO ANGIOLINI (Word Mark)			10/20/1994	352597	REGISTERED		18
	18 - Goods made of leather and imitation of leather, namely bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags; umbrellas, walking sticks.
T20150ID0		ENZO ANGIOLINI (Word Mark)	1/31/1985	HC 01.01.874	6/4/1985	347577	REGISTERED		25
	25 - All forms of footwear, including especially shoes, clothing, including boots, slippers.
3834/0550		ENZO ANGIOLINI (Word Mark)	5/31/2000	J00-11-421	6/16/2000	480657	REGISTERED		35
	35 - Retail Store Services.
T20150ID1		ENZO ANGIOLINI (Word Mark)	10/20/1994	H4.HC.01.01-1	1/31/1996	352597	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely: bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas walking sticks, all goods in Class 18.
T30233ID00		JOAN & DAVID	3/4/1992	272433	8/8/2003	546320	REGISTERED		18,42,16
	18 - Handbags
	42 - Retail services
	16 - All goods in class.
T30233ID01		JOAN & DAVID	3/4/2002	272433	8/8/2003	546322	REGISTERED		16
	16 - All goods covered in class.
T30233ID02		JOAN & DAVID	3/4/1992	272433	8/8/2003	546321	REGISTERED		18
	18 - All goods covered in class.
T30237ID00		JOAN HELPERN SIGNATURE and Design	6/14/1995	na		378659	REGISTERED		25
	25 - Footwear
T302371D01		JOAN HELPERN SIGNATURE and Design		na	6/14/1995	378658	REGISTERED		18
	18 - Handbags
T20247ID21		NINE WEST LOGO			5/10/2003	546487	REGISTERED		18
	18 - Handbags and leather goods
T20247ID22		NINE WEST LOGO			5/10/2003	546486	REGISTERED		25
	25 - Clothing, footwear, headgear
T20247ID23		NINE WEST LOGO			5/11/2003	546488	REGISTERED		42
	42 - Retail store services
3834/0572		NWNINEWEST	5/31/2000	D00-11-419	5/31/2000	481895	REGISTERED		18
	18 - Handbags, other bags, small leather goods.
3834/0573/1D		NWNINEWEST	5/31/2000	D00-11-420	5/31/2000	481896	REGISTERED		25
	25 - Footwear and clothing.
3834/0609		NW NINE WEST	5/31/2000	J00-11-418	6/16/2000	480658	REGISTERED		35
	35 - Retail store services.
3834/0627ID		NW NINE WEST MEN and Arrow Design	7/20/2000	N/A	7/20/2000	482045	REGISTERED		18
	18 - All goods in the Class.
3834/0628		NW NINE WEST MEN and Arrow Design	7/20/2000	N/A	7/20/2000	482046	REGISTERED		25
	25 - Footwear, clothing, headgear for men and boys.
T20382ID0		WESTIES	1/31/1985	HC.01.01.868	6/22/1985	347590	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 48

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
IRELAND
T20036IE0		BANDOLINO (Word Mark)	2/15/1990	865/90	2/15/1990	136619	REGISTERED		25
	25 - Footwear
T20062IE0		CALICO LOGO	1/24/1985	252/85	1/24/1985	117780	REGISTERED		25
	25 - Footwear made from leather, from imitation leather or from a combination thereof.
T20141IE0		EASY SPIRIT LOGO	6/19/1990	90/3477	6/19/1990	140179	REGISTERED		25
	25 - Footwear.
T20150IE0		ENZO ANGIOLINI (Word Mark)	1/15/1985	144/85	1/15/1985	114256	REGISTERED		25
	25 - All forms of footwear.
3834/0319		ENZO ANGIOLINI (Word Mark)	3/10/1998	98/0919	3/10/1998	206990	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords; optical apparatus and instruments; photographic and cinematographic apparatus and instruments.
T20177IE0		GAROLINI (Stylized)	6/23/1989	3414/89	6/23/1989	134679	REGISTERED		25
	25 - Footwear included in Class 25. ASSIGNMENT FROM NWG TO NWDC RECORDED ON 11/22/02.
T20181IE0		GOLD CROSS	2/15/1990	864/90	2/15/1990	136763	REGISTERED		25
	25 - Footwear, included in Class 25.
3834/0372		NINE WEST (Word Mark)	3/10/1998	98/0920	3/10/1998	208758	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords; optical apparatus and instruments; photographic and cinematographic apparatus and instruments.
3834/0420		NINE WEST LOGO	11/16/1992	92/6045	11/16/1992	153355	REGISTERED		25
	25 - Clothing, footwear, headgear.
221275		NW NINE WEST	2/19/2001	221274	2/19/2001	221274	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials including bags, handbags, purses, packs cases, billfolds, wallets, key fobs; key cases; animal skins, hides; trunks and traveling bags; umbrellas
	25 - Clothing, footwear and headgear
3834/0697IE		NW NINE WEST MEN & ARROW DESIGN	2/19/2001	2001/00529	2/18/2002	221275	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials including bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases, animal skins, hides, trunks and traveling bags, and umbrellas.
	25 - Clothing, footwear, headgear.
3834/0328		PAPPAGALLO (Word Mark)	8/27/1957	N/A	8/27/1957	59613	REGISTERED		25
	25 - Articles of clothing. Including boots and shoes.
T20298IE0		SELBY	4/12/1946	N/A	4/12/1946	46480	REGISTERED		25
	25 - Women’s shoes.
T20382IE0		WESTIES	1/21/1985	205/85	1/21/1985	113865	REGISTERED		25
	25 - Boots, shoes, slippers and sandals, footwear, all being articles of clothing.
ISRAEL
3834/0385iI2		BANDOLINO (Word Mark)	8/30/1996	n/a	10/7/1997	107,249	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags; umbrellas and walking sticks.
T20036IL0		BANDOLINO (Word Mark)	8/30/1996	107250	8/30/1996	107250	REGISTERED		42
	42 - Retail store services
T20036IL1		BANDOLINO (Word Mark)	8/29/1996	107231	8/29/1996	107231	REGISTERED		25
	25 - Shoes
T30441IL00		BOUTIQUE 9	1/7/2007	196724	1/7/2007	196274	REGISTERED		14
	14 - Jewelry

Owner Trademark Report by Mark Printed: 5/7/2009 Page 49

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ISRAEL continued...
T30233IL00		CIRCA JOAN & DAVID	1/15/2004	169566	1/15/2004	169566	REGISTERED		18
	18 - Handbags
T30233IL01		CIRCA JOAN & DAVID	1/15/2004	169565	1/15/2004	169565	REGISTERED		25
	25 - Footwear
T30233IL02		CIRCA JOAN & DAVID & Design	1/15/2004	169563	1/15/2004	169563	REGISTERED	18
	18 - Handbags
T30233IL03		CIRCA JOAN & DAVID & Design	1/15/2004	169564	1/15/2004	169564	REGISTERED	25
	25 - Footwear
T30232IL00		DAVID & DAVID	1/15/2004	169567	1/15/2004	169567	REGISTERED		25
	25 -
3834/0108		E EASY SPIRIT LOGO	11/4/1997	115718	11/4/1998	115,718	REGISTERED		42
	42 - Retail store services, all included in Class 42.
3834/0076		E EASY SPIRIT LOGO	11/4/1997	115717	12/7/1998	115,717	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, belts, footwear, including shoes, boots, moccasins, slippers and sandals, hosiery, socks, headgear, all included in Class 25.
3834/0212		E EASY SPIRIT LOGO	11/9/1997	115822	11/9/1997	115,822	REGISTERED		03
	03 - Perfume, cologne, eau de toilette, soap, body powder, body gel, body oil, hair shampoo, body lotion, face moisturizer, deodorants, antiperspirants, sunscreen preparations, cleaning and polishing preparations, all for footwear, handbags, wallets and purses, all included in Class 3.
3834/0107		E EASY SPIRIT LOGO	11/4/1997	115716	11/4/1998	115,716	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, parts and fittings therefor, umbrellas and walking sticks, all included in Class 18.
T00055IL00		EASY SPIRIT (Word Mark)	5/16/2005	180581	5/16/2005	180581	REGISTERED		09
	09 - Sunglasses and eyewear
T00055IL03		EASY SPIRIT (Word Mark)		180588	5/16/2005	180588	REGISTERED		25
	25 - Clothing, footwear, headgear
T00055IL04		EASY SPIRIT (Word Mark)	5/16/2005	180590	5/16/2005	180590	REGISTERED		35
	35 - Retails store services in boutiques, shops and outlets for the sale of shoes, apparel, handbags, small leather goods, umbrellas, jewelry and watches.
T30198IL00		EASY SPIRIT COMFORT 2 (STYLIZED)	12/8/2004	176775		176775	REGISTERED		25
	25 - Footwear
3834/05401L		EASY SPIRIT LOGO	5/21/1993	87469	5/21/1993	87469	REGISTERED		25
	25 - Footwear.
3834/0422		ENZO ANGIOLINI (Word Mark)	11/19/1992	85385	11/19/1992	85385	REGISTERED		25
	25 - Clothing, including upper clothing and sportswear. Footwear, including shoes, boots, moccasins and sandals. Headgear.
T30078IL00		NINE & COMPANY (Logo)	9/18/2002	159363	9/18/2003	159363	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery, included in Class 18.
T30078IL01		NINE & COMPANY (Logo)	9/18/2002	159363	9/18/2002	159365	REGISTERED		35
	35 - Retail store services relating to the sale of footwear, clothing, handbags, small leather accessories, pocket mirrors and cosmetic cases; all included in Class 35.
T30078IL02		NINE & COMPANY (Logo)	9/18/2002	159363	9/18/2002	159364	REGISTERED		25
	25 - Clothing, footwear, headgear, all included in Class 25.
T30202IL00		NINE WEST (Word Mark)	5/16/2005	180582	8/3/2006	180582	REGISTERED		09
	09 - Sunglasses and eyewear

Owner Trademark Report by Mark Printed: 5/712009 Page 50

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ISRAEL continued ...
T30202IL01		NINE WEST (Word Mark)	5/16/2005	180584	8/3/2006	180584	REGISTERED		14
	14 - Jewelry and watches
T30202IL02		NINE WEST (Word Mark)	5/16/2005	180587	5/16/2005	180587	REGISTERED		18
	18 - Handbags, purses, attache cases, briefcases, school bags, tote bags, all purpose sport bags, duffel bags, beach bags, traveling trunks and valises, luggage, cosmetic bags sold empty, briefcase type portfolios and umbrellas; small leather goods, namely, clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, change purses, wallets, business card cases, and passport cases.
T30202IL03		NINE WEST (Word Mark)	5/16/2005	180589	8/3/2006	180589	REGISTERED		25
	25 - Clothing, footwear, headgear
T30202IL04		NINE WEST (Word Mark)	5/16/2005	180591	5/16/2005	180591	REGISTERED		35
	35 - Retails store services in boutiques, shops and outlets for the sale of shoes, apparel, handbags, small leather goods, umbrellas, jewelry and watches.
3834/0415IL		NINE WEST LOGO	11/11/1992	85299	11/11/1992	85299	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear. Footwear, including shoes, boots, moccasins and sandals. Headgear, all included in Class 25.
3834/0429		NINE WEST LOGO	12/3/1992	85552	12/3/1992	85552	REGISTERED		42
	42 - Retail store services.
3834/0295		NINE WEST LOGO	3/8/1999	126,348	3/8/1999	126,348	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, parts and fittings therefor, umbrellas and walking sticks.
T20298IL0		SELBY	8/29/1996	107230	8/29/1996	107230	REGISTERED		25
	25 - Shoes made from leather, fabric, rubber or combinations of these materials, included in Class 25.
T30315IL00		STUDIO 9 (Word Mark)	1/11/2006	186525	1/11/2006	186525	REGISTERED		25
	25 - Clothing, footwear, headgear
ITALY
T20007IT00		9 WEST (Word Mark)	1/22/1985	32886C85	2/2/1987	712480	REGISTERED		25
	25 - Clothing, footwear, headwear
3834/0449		ANTI-GRAVITY	3/29/2000	RM2000C001967	6/20/2003	898255	REGISTERED		25
	25 - All goods in the Class.
3834/0515		BANDOLINO (Stylized)	3/16/1990	RM2000C001612	12/9/1992	582970	REGISTERED		25
	25 - Footwear for men, women and children.
3834/0677		BANDOLINOS (Stylized Script)	11/17/1960	35432C/80	10/3/1986	412340	REGISTERED		25
	25 - Men, women and children’s’ footwear.
T20062IT0		CALICO LOGO	1/25/1985	RM95C000356	6/13/1997	712483	REGISTERED		25
	25 - Shoes.
3834/0094IT00		EASY SPIRIT (Word Mark)	10/28/1988	RM98C005256	4/22/1991	847973	REGISTERED		25
	25 - Footwear.
T20150IT0		ENZO ANGIOLINI (Word Mark)	2/7/1985	RM95C000507	6/13/1997	712613	REGISTERED		25
	25 - All forms of footwear, including especially shoes.
3834/0444		GAROLINI	2/18/1980	RM2000C000991	9/29/1986	448266	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
T30233IT00		JOAN AND DAVID	5/11/1981	na	1/22/1986	393201	REGISTERED		025,018
	025 - Scarves, belts and women’s clothing, namely, gloves, sweaters, slacks, coats, jackets, skirts, dresses, suits
	018 - Handbags, namely, ladies’ handbags, and small leather articles, namely, wallets, key containers, umbrellas
3834/0354		MIRAMONTE	6/8/1979	RM99C002877	10/24/1985	374823	REGISTERED		25
	25 - Footwear.

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REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ITALY continued ...
T20247IT0		NINE WEST LOGO	11/27/1992	RM 92 C004311	3/7/1995	644864	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, hides, trunks and travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
	25 - Clothing, footwear, headgear.
T20298IT0		SELBY	5/22/1995	MI95C005195	9/26/1997	727038	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20382IT0		WESTIES	1/22/1985	RM95C000354	6/13/1997	712481	REGISTERED		25
	25 - Clothing, footwear, headgear.
JAMAICA
3834/0056/JM/01		BANDOLINO (Stylized)	10/17/1997	25/1934	10/17/1997	35,683	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins, slippers and sandals, headgear.
T00012JM00		BANDOLINO (Word Mark)	7/30/2002	42749	7/30/2002	42749	REGISTERED		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks, whips harnesses and saddlery
	25 - Clothing, footwear, headgear
	35 - Advertising; business management; business administration; office functions; the bringing together, for the benefit of others, of a variety of goods, enabling customers to conveniently view and purchase those goods in a retail store.
25		COMFORT2 (Stylized)	10/22/2005	45,863	1/10/2006	45863	REGISTERED		25
	25 - Footwear
T00055JM00		EASY SPIRIT (Word Mark)	7/30/2002	42750	7/30/2002	42750	REGISTERED		18,25,35
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
	35 - Retail Store Services
T00055JM01		EASY SPIRIT (Word Mark)	5/17/2005	046835	5/17/2005	46,835	REGISTERED		9,14
	9 - Sunglasses and eyewear
	14 - Jewelry and watches
T30224JM00		ENZO ANGIOLINI (Word Mark)	7/30/2002	42747	7/30/2002	42,747	REGISTERED		9,14,18 25,35
	9 - All goods in class.
	14 - All goods in class.
	18 - All goods in class.
	25 - All goods in class.
	35 - All services in class.
T30202JM00		NINE WEST (Word Mark)	7/30/2002	42748	7/30/2002	42748	REGISTERED		09,14,18 25,35
	09 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
	25 - Footwear, clothing, headgear, Shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
	35 - Retail Store Services
3834/0431JM		NINE WEST LOGO	12/8/1992	25/1407	12/8/1992	27,468	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins, slippers and sandals, headgear.
T30315JM00		STUDIO 9 (Word Mark)	1/16/2006	47,946	1/16/2006	47,946	REGISTERED		25
	25 - Footwear, clothing, headgear
JAPAN

Owner Trademark Report by Mark Printed: 5/7/2009 Page 52

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAPAN continued ...
3834/0172		9 & CO. (Word Mark)	3/6/1995	20497/1995	2/5/1999	4236630	REGISTERED		25
	25 - Clothing, garters, sock suspenders, braces, bands belts, footwear, special sporting and gymnastic use, special sporting and gymnastic footwear.
T20003JP1		9 & CO. (Word Mark)	3/6/1995	24096/1995	4/25/1997	3288879	REGISTERED		18
	18 - Leather, bags or the like, pouches or the like, portable toiletry article cases, metal fittings for bags, purse clasps, umbrella and parasols, sticks, canes, fittings of metal for canes, cane handles, horse-riding equipment, clothing for pets.
3834/0322		9 & CO. (Word Mark)	10/22/1997	169259/1997	10/29/1999	4329806	REGISTERED		35
	35 - Offering of information relating to the sales, promotion and marketing of clothing, footwear, bands, belts, bags or the like, pouches or the like made of leather or imitation leather, portable toiletry article cases made of leather and imitation of leather.
3834/0390/JP		9 WEST (Stylized)	9/11/1987	102916/1987	9/30/1991	2336609	REGISTERED		25
	25 - Clothing
3834/0015		9 WEST (Word Mark)	8/5/1998	66221/1998	1/12/2001	4444809	REGISTERED		14
	14 - Precious metals, personal ornaments, jewels and their raw ores and imitations of jewels, horological instruments.
T20011JP0		9 WEST LOGO	9/11/1987	102917/1987	12/26/1990	2292684	REGISTERED		14,18,25 26
	14 - Personal ornaments; pouches and purses of precious metal., jewels and their imitations; compacts of precious metal
	18 - Bags, pouches, portable toiletry article cases
	25 - Bands, belts, garters, sock suspenders, braces
	26 - Brooches for clothing, medals for clothing (excluding those of precious metal), badges for wearing (excluding those of precious metal), pins for bonnets (excluding those of precious metal), buckles for clothing.
T20039JP0		BANDOLINO (Stylized)	5/22/1991	053285/1991	5/31/1993	2540146	REGISTERED		18
	18 - Handbags, other bags, purses, wallets, credit card cases, other pouches, vanity cases in International Class 18.
T00012JP00		BANDOLINO (Word Mark)	8/9/2004	73659/2004	7/29/2005	4884387	REGISTERED		35
	35 - Providing information relating to the sales of goods.
3834/0377		BANDOLINO (Word Mark)	2/18/1986	015639/1986	6/23/1989	2150816	REGISTERED		25
	25 - Footwear and all others belonging to Class 25.
3834/0157		BANDOLINO (Word Mark)	2/18/1986	15640/1986	11/30/1988	2094248	REGISTERED		25
	25 - Special shoes for sports, and all others belonging to this Class.
T20059JP0		CALICO	10/6/1994	100738/1994	6/13/1997	3322407	REGISTERED		25
	25 - Footwear.
T20062JP0		CALICO LOGO	1/22/1985	4440/1985	3/30/1988	2030244	REGISTERED		22
	22 - Shoes.
T30232JP01		CIRCA COMFORT 365	6/23/2004	na	12/10/2004	48425473	REGISTERED
T30233JP01		CIRCA JOAN & DAVID	1/16/2004	20043040	6/4/2004	4776642	REGISTERED		18,25
	18 - Handbags
	25 - Footwear
T30233JP02		CIRCA JOAN & DAVID & Design	1/15/2004	20043041	8/17/2004	4787211	REGISTERED		18,25
	18 - Handbags
	25 - Footwear
T00033JP00		CLOUD 9 NINE WEST	6/16/1998	78791/1998	8/8/2000	4414726	REGISTERED		18,25
	18 - Leather and imitations of leather, trunks, traveling bags, handbags, other bags, wallets (excluding those of precious metal), pouches (excluding those of precious metal), billfolds, key cases, other pouches, portable toiletry article cases, parasols, other umbrellas and parasols, canes, walking sticks.
	25 - Leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, moccasins, and other footwear.
T20073JP00		CLOUD NINE (Word Mark)	7/23/1998	61829/1998	1/29/2000	4354884	REGISTERED		18,25
	18 - Leather and imitations of leather, trunks, traveling bags, handbags, other bags, wallets (excluding those of precious metal), pouches (excluding those of precious metal), billfolds, key cases, other pouches, portable toiletry article cases, parasols, other umbrellas and parasols, canes, walking sticks.
	25 - Leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, moccasins and other footwear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 53

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAPAN continued ...
T30233JP03		DAVID & DAVID & Design		20043042	5/28/2004	4775330	REGISTERED		18,25
	18 - Handbags
	25 - Footwear
3834/0143		EASY SPIRIT (STYLIZED)	7/25/1997	141305/1997	5/28/1999	4276650	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, traveling bags, other bags, wallets, billfolds, purses, key cases, other pouches, portable toiletry articles cases, cases made of leather and imitations of leather, umbrellas and parasols, walking sticks, canes, fittings of metal for canes, cane handles.
T20127JP0		EASY SPIRIT (Word Mark)	2/3/1989	52677/2001	11/29/1991	2351464	REGISTERED		25
	25 - Footwear.
T00055JP02		EASY SPIRIT (Word Mark)	5/11/2005	41242/2005	11/11/2005	4907691	REGISTERED		09,14,18 25,35
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
	18 - All kinds of bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
	25 - Clothing and headgear
	35 - Provision of information relating to sales of goods.
T00055JP03		EASY SPIRIT (Word Mark)	5/11/2005	41242/2004	11/11/2005	4907691	REGISTERED		09,14,18 25,35
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
	18 - Handbags, knapsacks, traveling bags and other kinds of bags all made of leather and imitation of leather; purses, credit card holders, billfolds, wallets, key fobs, key cases, toilet cases, pouches all made of leather and imitation of leather; accessories for bags and purses.
	25 - Clothing, headgear,
	35 - Provision of information relating to sales of goods.
T30198JP00		EASY SPIRIT COMFORT 2 (STYLIZED)	12/20/2004	116213/2004	12/22/2005	4918206	REGISTERED		25
	25 - Footwear
3834/0547		ENZO ANGIOLINI (Word Mark)	5/26/2000	57730/2000	1/11/2002	4533607	REGISTERED		09,25,35
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords, other glasses.
	25 - Apparel, headgear, belts
	35 - Providing information on commodity sales for footwear, apparel, headgear, belts, accessories, jewelry, watches, perfumes, cosmetics, handbags, bags, sport bags, small leather goods, eyewear and linens; providing information on other commodity sales.
T20150JP0		ENZO ANGIOLINI (Word Mark)	10/5/1994	100275/1994	3/12/1997	3267280	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, cases, billfolds, wallets, key cases and traveling bags, portable toiletry article cases, umbrellas and walking sticks, canes, cane handles.
T20150JP1		ENZO ANGIOLINI (Word Mark)	1/22/1985	4439/1985	7/23/1987	1965678	REGISTERED		25
	25 - All forms of footwear, including especially shoes.
T20176JP0		GAROLINI (Stylized)	6/6/1990	064224	9/30/1992	2455112	REGISTERED		25
	25 - Footwear
T30233JP05		JOAN & DAVID	3/15/1994	na	11/29/1996	3230390	REGISTERED		18
	18 - Handbags
T30233JP06		JOAN & DAVID	6/22/1994	na	4/25/1997	3287044	REGISTERED		25
	25 - Footwear
T30233JP08		JOAN & DAVID	9/8/2003	200377609	4/30/2004	4768787	REGISTERED		35
	35 - Retail store services
T30233JP07		JOAN AND DAVI D	5/6/1981	na	6/21/1984	1691461	REGISTERED		18,21,25
	18 - Umbrellas and parasols, walking sticks, canes, metal can fittings, walking-stick/cane handles;
	21 - Shoe brushes, shoe horns, shoe shine cloths, handy shoe shiners, shoe trees;
	25 - Footwear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 54

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAPAN continued...
T30237JP00		JOAN HELPERN SIGNATURE and Design	10/19/1994	na	4/18/1997	3281448	REGISTERED		25
	25 - Footwear
T30232JP05		MOOTSIES TOOTSIES		292233	1/29/1993	2494887	REGISTERED		25
	25 -
3834/0025		NINE WEST (Word Mark)	8/5/1998	66222/1998	1/12/2001	4444810	REGISTERED		14
	14 - Precious metals, personal ornaments, jewels and their raw ores and imitations of jewels, horological instruments.
T30078JP00		NINE & COMPANY (Logo)	8/14/2001	74066/2001	1/24/2002	4638393	REGISTERED		18,25,14
	18 - Handbags, pocket books, straps for handbags, shoulder bags, evening bags, cosmetic bags (sold empty) , toiletry cases (sold empty), vanity cases (sold empty), leather shoulder belts, grooming kits (sold empty), wallets, billfolds, credit card cases, business card cases, key cases, leather key fobs, passport cases, coin purses, clutch purses, clutch bags, general purpose purses, pouches, drawstring pouches, book bags, belt bags, leather and textile shopping bags (sold empty), tote bags, saddle bags, roll bags, sling bags, travel bags, overnight bags, overnight cases, shoe bags for travel, weekender bags, duffel bags, garment bags for travel, gym bags, athletic bags, beach bags, carry-on bags, tie-cases, waist packs, fanny packs, backpacks, baby backpacks, knapsacks, diaper bags, attache cases, briefcases, document cases, briefcase types of portfolios, leather envelopes for carrying personal papers, satchels, suitcases, luggage, straps for luggage, luggage tags, trunks, umbrellas, beach umbrellas, umbrella cases, sportsmen’s hunting bags, other bags and pouches,
	25 - Leather, knit and woven dresses, coats, suits, jackets, blouses, shirts, sweaters, t-shirts, tank-tops, camisoles, cardigans, pullovers, vests, pants, shorts, jeans, skirts, scarves, hats, footwear, shoes, boots, slippers and hosiery, other footwear.
	14 - Leather key holders
T30202JP00		NINE WEST (Word Mark)	3/3/2004	19572/2004	10/1/2004	4806567	REGISTERED		25
	25 - Footwear; hats and caps, other clothing; garters, socks, suspenders, braces, bands, belts; masquerade costumes; special sporting gymnastic wear, special sporting and gymnastic footwear.
T30202JP02		NINE WEST (Word Mark)	5/11/2005	41241/2005	12/16/2005	4915985	REGISTERED		09,18,35
	09 - Sunglasses and eyewear
	18 - Handbags, knapsacks, travelling bags and other kinds of bags all made of leather and imitation leather; purses, credit card holders, billfolds, wallets, key fobs, key cases, toilet cases, pouches all made of leather and imitation leather; accessories for bags and purses.
	35 - Provision of information relating to sales of goods.
T20247JP0		NINE WEST LOGO	11/11/1992	311176/1992	6/28/1996	3167531	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0321		NINE WEST LOGO	10/21/1997	168957/1997	10/29/1999	4329805	REGISTERED		35
	35 - Offering of information relating to the sales, promotion and marketing of clothing, footwear, bands, belts, bags or the like, pouches or the like made of leather or imitation leather, portable toiletry article cases made of leather and imitation of leather.
T20247JP2		NINE WEST LOGO	10/5/1994	100274/1994	4/25/1997	3291796	REGISTERED		18
	18 - Goods made of leather and imitations of leather namely, bags, handbags, purses, cases, billfold, wallets, key cases and traveling bags, portable toiletry article cases, umbrellas and walking sticks, canes, cane handles.
3834/0574		NW NINE WEST	5/26/2000	57747/2000	6/22/2001	4483359	REGISTERED		18,25,35
	18 - Handbags, other bags, pouches, portable toiletry article cases.
	25 - Clothing, footwear, bands, belts.
	35 - Providing information on commodity sales for footwear, apparel, headgear, belts, accessories, jewelry, watches, perfumes, cosmetics, handbags, bags, sport bags,small leather goods, eyewear and linens; providing information on other commodity sales.
3834/0629		NW NINE WEST MEN and Arrow Design	7/19/2000	80449/2000	6/8/2001	4480125	REGISTERED		18,25
	18 - Goods made of leather and imitations of leather namely, bags, satchels, shoulder bags, cases, billfold, wallets, key cases, suitcases, brief cases, totes, trunks, back packs, knapsacks and traveling bags, portable toiletry article cases, umbrellas and walking sticks, canes, cane handles.
	25 - Footwear, clothing, headgear for men and boys.
T20264JP0		PAPPAGALLO (Word Mark)	1/22/1965	3668/65	5/1/1967	742783	REGISTERED		25
	25 - Footwear.
T30232JP02		SAM & LIBBY		2004064589	4/15/2005	4856210	REGISTERED		18,25
	18 - Metal parts for bags, buckles for bags, packaging containers made of leather, clothing for pets, bags, pouches, portable cosmetic cases, umbrellas, sticks, canes, handles for canes, horse-riding equipment; leather.
	25 - footwear, belts, athletic clothing, costumes

Owner Trademark Report by Mark Printed: 5/7/2009 Page 55

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JAPAN continued...
T30232JP04		SAM & LIBBY	12/6/2005	114434	5/26/2006	4955967	REGISTERED		35
	35 - Advertising and publicity, issuance of trading stamps, business management analysis or information on commodity sales of clothing, footwear, bags, jewelry, leather goods, leather accessories, key chains and wallets
T30315JP00		STUDIO 9 (Word Mark)	2/9/2006	10649/2006	2/23/2007	5027401	REGISTERED		25
	25 - Clothing, footwear, headgear
T20382JP0		WESTIES	1/23/1985	4819/1985	7/23/1987	1965679	REGISTERED		25
	25 - Women’s shoes
T20387JP0		WM JOYCE	11/16/1973	183312/73	12/19/1977	1317065	REGISTERED		25
	25 - Footwear.
JERSEY
3834/0703JE		NINE WEST LOGO	6/8/2001	8086	6/8/2001	8086	REGISTERED		18
	18 - Goods made of leather and imitation of leather, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags; umbrellas and walking sticks..
T20247JE01		NINE WEST LOGO	6/8/2001	8085	6/8/2001	8085	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones, horological and chronometric instruments; watches.
T20247JE02		NINE WEST LOGO	6/8/2001	8084	6/8/2001	8084	REGISTERED		25
	25 - Clothing; outer clothing and sportswear; footwear; shoes, boots, moccasins, slippers and sandals; headgear.
3834/0701JE		NINE WEST LOGO	6/8/2001	8083	6/8/2001	8083	REGISTERED		09
	09 - Sunglasses, eyeglasses eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords
JORDAN
T30441JO00		BOUTIQUE 9	1/16/2007	90172	1/16/2007	90172	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
T30441JO01		BOUTIQUE 9	1/16/2007	90209	1/16/2007	90209	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
T30441JO02		BOUTIQUE 9	1/16/2007	90173	1/16/2007	90173	REGISTERED		25
	25 - Clothing, footwear, headgear
T30233JO00		CIRCA JOAN & DAVID	9/20/2005	81778	6/15/2006	81778	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233JO03		CIRCA JOAN & DAVID	9/20/2005	81787	6/15/2006	81787	REGISTERED		25
	25 - Footwear
T30233JO04		CIRCA JOAN & DAVID	9/20/2005	81776	6/15/2006	81776	REGISTERED		35
	35 - Retail store services
T20141JO0		EASY SPIRIT LOGO	11/30/1994	36777	11/30/1994	36777	REGISTERED		25
	25 - Footwear.
T30224JO00		ENZO ANGIOLINI (Word Mark)	3/27/2006	84963	3/27/2006	84963	REGISTERED		42
	42 - Retail store services.
T30224JO01		ENZO ANGIOLINI (Word Mark)	3/27/2006	84962	3/27/2006	84962	REGISTERED		18
	18 - Handbags, leather goods
T30232JO00		MOOTSIES TOOTSIES	9/20/2005	81783	6/15/2006	81783	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232JO01		MOOTSIES TOOTSIES	9/20/2005	81790	6/15/2006	81790	REGISTERED		25
	25 - Footwear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 56

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JORDAN continued ...
T30232JO02		MOOTSIES TOOTSIES	9/20/2005	81777	6/15/2006	81777	REGISTERED		35
	35 - Retail store services
T30202JO00		NINE WEST (Word Mark)	7/28/2005	n/a/	7/28/2005	81088	REGISTERED		14
	14 - Jewelry and watches
T30202JO01		NINE WEST (Word Mark)	7/28/2005	n/a	6/18/2006	81508	REGISTERED		42
	42 - Retail services
T30202JO02		NINE WEST (Word Mark)	7/28/2005	n/a	7/28/2005	81083	REGISTERED		09
	09 - Sunglasses and eyewear
3834/0657		NINE WEST LOGO	8/10/2000	5318	7/22/2002	60128	REGISTERED		18
	18 - All goods in the Class.
3834/0656		NINE WEST LOGO	8/10/2000	5319	8/10/2000	58787	REGISTERED		18
	18 - All goods in the Class.
3834/0654		NINE WEST LOGO	8/10/2000	5321	8/10/2000	58853	REGISTERED		25
	25 - All goods in the Class.
T30232JO03		SAM & LIBBY	9/20/2005	81789	6/15/2006	81789	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232JO04		SAM & LIBBY	9/20/2005	81788	6/15/2006	81788	REGISTERED		25
	25 - Footwear
T30232JO05		SAM & LIBBY	9/20/2005	81780	6/15/2006	81780	REGISTERED		35
	35 - Retail store services
T30315JO00		STUDIO 9 (Word Mark)	1/18/2006	84634	1/18/2006	84634	REGISTERED		25
	25 - Clothing, footwear, headgear
KENYA
T30202KE00		NINE WEST (Word Mark)	10/8/2007	62135	10/8/2007	62135	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear and headgear
KUWAIT
T20150KW0		ENZO ANGIOLINI (Word Mark)	7/12/1995	31491	7/12/1995	29866	REGISTERED		18
	18 - Purses and handbags.
T20150KW1		ENZO ANGIOLINI (Word Mark)	7/12/1995	31494	7/12/1995	29153	REGISTERED		42
	42 - Retail store services for purses, handbags and footwear.
T20150KW2		ENZO ANGIOLINI (Word Mark)	7/12/1995	31492	7/12/1995	29784	REGISTERED		25
	25 - Shoes.
T30232KW01		MOOTSIES TOOTSIES	7/2/2005	71272	7/2/2005	71272	REGISTERED		25
	25 - Footwear
T20247KW0		NINE WEST LOGO	7/12/1995	31489	7/12/1995	46653	REGISTERED		18
	18 - Handbags and purses.
T20247 KW1		NINE WEST LOGO	7/12/1995	31490	7/12/1995	29865	REGISTERED		25
	25 - Shoes.
3834/0117/KW/0		PAPPAGALLO (SCRIPT)	3/11/1984	16525	3/11/1984	15434	REGISTERED		25
	25 - Footwear and clothing.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 57

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
KUWAIT continued...
T30232KW03		SAM & LIBBY	7/2/2005	71273	7/2/2005	71273	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232KW04		SAM & LIBBY	7/2/2005	71274	7/2/2005	71274	REGISTERED		25
	25 - Footwear
T30232KW05		SAM & LIBBY	7/2/2005	71275	7/2/2005	71275	REGISTERED		35
	35 - Retail store services
LATVIA
T20141LV0		EASY SPIRIT (Logo)	7/18/1994	M-94-1513	2/20/1997	M 36068	REGISTERED		25
	25 - Footwear, namely shoes, boots.
LEBANON
T20003LB0		9 & CO. (Word Mark)	10/26/1996	70512	10/26/1996	70512	REGISTERED		18,25,42
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes, skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, harness and saddlery
	25 - Clothing, including, boots, shoes and slippers
	42 - Retail store services for handbags, purses, clothing, footwear and headgear
T30233LB00		DAVID & JOAN		na	7/15/1994	63619	REGISTERED		25
	25 - Footwear
T20127LB0		EASY SPIRIT (Word Mark)	10/26/1996	70511	10/26/1996	70511	REGISTERED		18,25,42
	18 - Handbags and leather goods
	25 - Clothing, including, boots, shoes and slippers
	42 - Retail store services
3834/0124		ENZOANGIOLINI (Word Mark)	10/26/1996	70510	10/26/1996	70510	REGISTERED		18,25,42
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes, skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, harness and saddlery
	25 - Clothing, including, boots, shoes and slippers
	42 - Retail store services for handbags, purses, clothing, footwear and headgear
T30233lB01		JOAN & DAVID		59628	12/29/1992	59628	REGISTERED		25
	25 - Footwear
T30233LB02		JOAN & DAVID	7/15/1994	63618	7/15/1994	63618	REGISTERED		42
	42 - Retail store services
T30202LB00		NINE WEST (Word Mark)	6/1/2005	102419	6/1/2005	102419	REGISTERED		09,14,18
									25,35
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
	18 - Accessories, handbags and small leather goods
	25 - Clothing, footwear, headgear
	35 - Retail services
T20247LB0		NINE WEST LOGO	10/26/1996	70509	10/26/1996	70509	REGISTERED		18,25,42
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, hides, trunks and travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
	25 - Clothing, including, boots, shoes and slippers
	42 - Retail store services for handbags, purses, clothing, footwear and headgear—Class 42.
T30315LB00		STUDIO 9 (Word Mark)	2/13/2006	105334	2/13/2006	105334	REGISTERED		25
	25 - Clothing, footwear, headgear
LITHUANIA
T20141LT0		EASY SPIRIT LOGO	7/27/1994	ZP16293	11/14/1997	25954	REGISTERED		25
	25 - Footwear, namely shoes, boots.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 58

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MACAO
T20003MOO		9 & CO. (Logo)	5/2/1995	14751-M	3/4/1996	14751-M	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
T20003MO1		9 & CO. (Logo)	5/2/1995	14752-M	3/4/1996	14752-M	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00012MOO1		BANDOLINO (Word Mark)	9/26/1997	N2593	3/9/1998	N/2593	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30441MOO0		BOUTIQUE 9	2/6/2007	N/26789	7/30/2007	N/26789	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
T30441MOO1		BOUTIQUE 9	2/6/2007	N/26791	7/30/2007	N/26791	REGISTERED		25
	25 - Clothing, footwear and headgear
T30441MOO2		BOUTIQUE 9	2/6/2007	N/26790	7/30/2007	N/26790	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; handbags and small leather goods; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0360		EASY SPIRIT (STYLIZED)	9/26/1997	N/2591	11/12/1999	N/2591	REGISTERED		18
	18 - Bags, including handbags, traveling bags, purses, packs, cases, wallets, including billfolds, key fobs, key cases, umbrellas and walking sticks.
T00055MOOO		EASY SPIRIT (Word Mark)	9/26/1997	n/2591	11/12/1999	N/2591	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
T20127MOO		EASY SPIRIT (Word Mark)	8/22/1994	13809/DSE	7/10/1995	13983-M	REGISTERED		25
	25 - Clothing, footwear and headgear
T20150MOO		ENZO ANGIOLINI (Word Mark)	5/2/1995	14750-M	3/4/1996	14750-M	REGISTERED		42
	42 - Retail store services in respect of handbags, purses, clothing, footwear, headgear.
T20150MO1		ENZO ANGIOLINI (Word Mark)	5/2/1995	14748-M	3/4/1996	14748-M	REGISTERED		18
	18 - Suitcases, handbags, purses, packs, cases, billfolds, men’s wallets, key fobs, key cases, travelling bags, umbrellas and walking
T20150MO2		ENZO ANGIOLINI (Word Mark)	5/2/1995	14749-M	3/4/1996	14749-M	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30078MOO		NINE & COMPANY (Logo)	8/29/2001	N8/537	4/11/2002	N8/537	REGISTERED		18
	18 - All goods in the class.
T30078MO01		NINE & COMPANY (Logo)	8/29/2001	N8/538	4/11/2002	N8/538	REGISTERED		25
	25 - Clothing, shoes and headwear.
T30202MOOO		NINE WEST (Word Mark)	5/30/2005	N/17094	9/9/2005	n/17094	REGISTERED		25
	25 - Clothing, footwear, headgear
T30202MO02		NINE WEST (Word Mark)	5/30/2005	N/17091	9/9/2005	n/17091	REGISTERED		09
	09 - Sunglasses and eyewear
T30202MO03		NINE WEST (Word Mark)	5/30/2005	N/17092	9/9/2005	n/17092	REGISTERED		14
	14 - Jewelry and watches
T30202MO04		NINE WEST (Word Mark)	5/30/2005	N/17093	9/9/2005	n/17093	REGISTERED		18
	18 - Accessories, handbags, small leather goods
T30202MO05		NINE WEST (Word Mark)	5/30/2005	N/17095	9/9/2005	n/17095	REGISTERED		35
	35 - Retail services
T20247MO0		NINE WEST LOGO	5/2/1995	14743-M	3/4/1996	14743-M	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 59

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MACAO continued...
T20247MO1		NINE WEST LOGO	5/2/1995	14744-M	3/4/1996	14744-M	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20247MO2		NINE WEST LOGO	5/2/1995	14747-M	3/4/1996	14747-M	REGISTERED		42
	42 - Retail store services (supplies) in respect of handbags, purses, clothing, footwear, headgear.
3834/0576		NW NINE WEST	6/21/2000	N/6192	11/17/2000	N/6192	REGISTERED		18
	18 - Handbags, other bags, small leather goods.
3834/0577		NW NINE WEST	6/21/2000	N/6193	11/17/2000	N/6193	REGISTERED		25
	25 - Footwear and clothing.
3834/0607		NW NINE WEST	6/30/2000	N/6194	11/17/2000	N/6194	REGISTERED		35
	35 - Retail store services
3834/0632		NW NINE WEST MEN and Arrow Design	7/31/2000	N6523	11/30/2000	N6523	REGISTERED		18
	18 - Bags, satchels, shoulder bags, suit cases, briefcases, trunks, totes, toiletry article cases, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, back packs, knapsacks, umbrellas and walking sticks.
3834/0633		NW NINE WEST MEN and Arrow Design	7/31/2000	N6522	11/30/2000	N6522	REGISTERED		25
	25 - Footwear, clothing, headgear for men and boys.
T30315MO00		STUDIO 9 (Word Mark)	1/23/2006	N/20760	6/9/2006	N/20760	REGISTERED		25
	25 - Clothing, footwear, headgear
MACEDONIA
T00057MK00		EASY SPIRIT (Stylized)	5/30/2002	Z20020405	5/16/2006	11203	REGISTERED		25
	25 - All goods in the class.
MALAYSIA
3834/0365MY		BANDOLINO (Stylized)	10/29/1997	MAl15470/97	10/29/1997	97/15470	REGISTERED		25
	25 - Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweatpants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, hats, scarves, kerchiefs, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, all included in Class 25.
T00033MY00		CLOUD 9 NINE WEST	10/7/1998	ma/11547/98	10/7/1998	98011547	REGISTERED		25
	25 - Footwear
T20073MY00		CLOUD NINE (Word Mark)	9/11/1998	98010475	9/11/1998	98010475	REGISTERED		25
	25 - Clothing, footwear; headgear, including, shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, underwear, bras, panties, sweatshirts, sweatpants, wristbands, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, hosiery, gloves, mittens, hats, caps, berets, scarves, kerchiefs, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers and moccasins.
T20073MY01		CLOUD NINE (Word Mark)	9/11/1998	98/10474	9/11/1998	98010474	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides, trunks and traveling bags; umbrellas, parasols and walking sticks; bags, handbags, purses, backpacks, cases, billfolds, wallets, key fobs, key cases;
3834/0366/MY		EASY SPIRIT (Stylized)	10/31/1997	MAl15626/97	10/31/2004	97015626	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all included in Class 18.
T20141MY00		EASY SPIRIT LOGO	1/27/1993	9300042		9300042	REGISTERED		25
	25 - Footwear
3834/0611MY		ENZO ANGIOLINI (STYLIZED)	12/1/1997	MA/19500/97	12/1/1997	97/19500	REGISTERED		35
	35 - Retail store services relating to footwear, clothing, purses and handbags.
T20150MY0		ENZO ANGIOLINI (Word Mark)	10/12/1994	MA/9278/94	10/12/1994	94/09278	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 60

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MALAYSIA continued...
T30233MY06		JOAN & DAVID		na	12/22/2000	B790689	REGISTERED		18
	18 - Handbags
T30233MY07		JOAN & DAVID		na	12/10/2000	790789	REGISTERED		25
	25 - Footwear
T30233MY08		JOAN & DAVID		na	12/22/2000	89/7908	REGISTERED		16
	16 - All goods in class.
T30237MY00		JOAN HELPERN SIGNATURE and Design	11/26/1996	96/14334	11/26/1996	96/14334	REGISTERED		18
	18 - Handbags, wallets, briefcases,purses, business card cases, credit card cases key cases leather straps suitcases
T30237MY01		JOAN HELPERN SIGNATURE and Design		9603632	4/9/1996	9603632	REGISTERED		25
	25 - Footwear
T20200MY00		JOYCE			3/15/1996	MB/67946	REGISTERED		25
	25 - Boots, shoes, slippers and sandals.
T30232MY03		MOOTSIES TOOTSIES	12/9/2005	05020793	12/9/2005	05020793	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30202MY00		NINE WEST (Word Mark)	10/20/2006	06019397	10/20/2006	06019397	REGISTERED		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
T20247MY0		NINE WEST LOGO	10/7/1994	MA/ 9136/94	10/7/1994	94/009136	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
3834/0613MY		NINE WEST LOGO	12/1/1997	MA/19501/97	12/1/1997	97/19501	REGISTERED		42
	42 - Retail store services relating to footwear, clothing, purses and handbags.
T20247MY21		NINE WEST LOGO	12/1/1994	N/A	12/1/1997	97019501	REGISTERED		35
	35 - Retail store services relating to footwear, clothing, purses and handbags; all included in class 35.
3834/0579MY		NW NINE WEST	6/1/2000	2000/06944	6/1/2000	00006944	REGISTERED		25
	25 - All footwear and clothing included in Class 25.
3834/0606MY		NW NINE WEST	6/1/2000	2000/06942	6/1/2000	00006942	REGISTERED		35
	35 - Retail store services for footwear, apparel, headgear, belts, accessories, jewelry, watches, perfumes, cosmetics, handbags, bags, sport bags, small leather goods, eyewear and linens, all included in class 35.
T30232MY04		SAM & LIBBY	12/9/2005	05020796	12/9/2005	05020796	REGISTERED		18
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T20333MY0		SPA NINE WEST (STYLIZED)	10/12/1994	MA/ 9279/94	3/11/2005	94009279	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
MAURITIUS
T30202MU00		NINE WEST (Word Mark)	7/25/2007	MU/M/07/06244	7/1/2008	05791/2008	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear and headgear
MEXICO
T15930MX00		9 & CO. (Logo)	2/7/2003	587409	3/19/2003	783598	REGISTERED		42
	42 - Retail store services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 61

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MEXICO continued...
T20003MX11		9 & CO. (Word Mark)	2/7/2003	587410	3/19/2003	783598	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20003MX12		9 & CO. (Word Mark)	2/7/2003	587409	9/1/2003	805313	REGISTERED		35
	35 - Sales in Retail Stores
T20031MX0		ARPEGGIOS	11/17/1993	183414	11/17/1993	552671	REGISTERED		9
	9 - Ophthalmic eyewear including some glasses, sunglasses and optical accessories.
T00012MX00		BANDOLINO (Word Mark)	11/25/2003	630945	7/21/2004	843711	REGISTERED		09
	09 - All kinds of eyewear including, sunglasses, eyeglasses and eyeglass frames, eyeglass cases, eyeglass chains, and eyeglass cords
T30233MX00		CIRCA JOAN & DAVID	1/16/2004	637783		828720	REGISTERED		18
	18 - Handbags and small leather goods
T30233MX02		CIRCA JOAN & DAVID & Design	1/16/2004	637785	1/16/2004	831379	REGISTERED		18
	18 - Bags, handbags purses, wallets, tote bags and luggage
T30243MX00		COMFORT 2 (Stylized)	10/19/2004	682999	2/15/2005	867314	REGISTERED		25
	25 - Footwear
T15901MX01		COMPANY 9	2/7/2003	587407	3/19/2003	805500	REGISTERED		25
	25 - Clothing, footwear, headgear.
T15901MX02		COMPANY 9	2/7/2003	587406	9/3/2003	8055500	REGISTERED		35
	35 - Salons in Retail Stores
T30232MX01		DAVID & DAVID	1/16/2004	637789		828722	REGISTERED		25
	25 - Footwear
T30233MX05		DAVID & DAVID & Design	1/16/2004	637788		828721	REGISTERED		18
	18 -
T30168MX00		EASY SPIRIT & DESIGN	2/7/2003	587401	1/23/2004	818332	REGISTERED		35
	35 - All kinds of retail store services in any kind of stores
T00055MX00		EASY SPIRIT (Word Mark)	11/25/2003	630946	7/21/2004	843712	REGISTERED		09
	09 - All types of eyewear including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
T00055MX01		EASY SPIRIT (Word Mark)	5/16/2005	717639	8/18/2005	895185	REGISTERED		14
	14 - Jewelry and watches
T00055MX02		EASY SPIRIT (Word Mark)	5/16/2005	717638	2/27/2006	921816	REGISTERED		18
	18 - Accessories and small leather articles such as all kind of bags; handbags, purses, credit card holders, knapsacks, billfolds; wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitation of leather.
T00055MX03		EASY SPIRIT (Word Mark)	5/16/2005	717637	5/16/2005	921815	REGISTERED		35
	35 - Product commercialization for others
T20127MX0		EASY SPIRIT (Word Mark)	3/19/1992	135646	3/19/1992	415787	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30198MX00		EASY SPIRIT COMFORT 2	10/19/2004	683000	2/24/2005	868914	REGISTERED		25
	25 - Footwear
T20150MX0		ENZO ANGIOLINI (Word Mark)	1/6/1995	221136	1/6/1995	487024	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases, trunks, traveling bags, umbrellas, parasols and walking sticks.
T20150MX2		ENZO ANGIOLINI (Word Mark)	1/6/1995	221134	1/6/1995	487022	REGISTERED		42
	42 - Retailing services, with respect to clothing, shoes, bags and handbags.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 62

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MEXICO continued...
T20150MX1		ENZO ANGIOLINI (Word Mark)	5/31/1988	42902	5/31/1988	355838	REGISTERED		10,25
	10 - Only orthopedic footwear.
	25 - Only footwear (with the exception of orthopedic).
T30233MX06		JOAN & DAVID		na	8/2/2000	444826	REGISTERED		25
	25 - Footwear
T30262MX00		MOOTSIES TOOTSIES & Design			12/30/1992	654076	REGISTERED		25
	25 - Footwear
T20247MX21		NINE WEST (Stylized)	5/16/2005	717635	3/24/2006	925300	REGISTERED		25
	25 - Clothing, footwear, headgear
T20247MX22		NINE WEST (Stylized)	5/16/2005	717636	2/27/2006	921813	REGISTERED		18
	18 - All kinds of bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
T20247MX23		NINE WEST (Stylized)	1/25/2005	872864	1/25/2005	872864	REGISTERED		09
	09 - Sunglasses; eyewear
T30202MX01		NINE WEST (Word Mark)	5/16/2005	717636	2/27/2006	921814	REGISTERED		35
	35 - Retail services
3834/0034		NINE WEST (Word Mark)	8/17/1998	343,782	2/25/1999	601,583	REGISTERED		14
	14 - Jewelry and watches.
T20247MX0		NINE WEST LOGO	8/14/1992	147410	8/14/1992	525178	REGISTERED		18
	18 - Leather and imitations of leather, products of these materials not included comprised in other classes; animal leathers, trunks and traveling bags; umbrellas, parasols and walking sticks, whips and harness (saddlery).
T20247MX1		NINE WEST LOGO	8/14/1992	147402	3/13/1998	575767	REGISTERED		42
	42 - Retail store services.
T20247MX2		NINE WEST LOGO	8/14/1992	147409	8/14/1992	454274	REGISTERED		25
	25 - Clothes, footwear, hats.
T30231MX00		PAPPAGALLO (Large Parrot Design)	6/15/2004	661646	7/26/2004	844420	REGISTERED		18
	18 - Leather and imitations of leather, products of these materials not comprised in other classes; animal leathers; trunks and traveling bags; umbrellas, parasols and walking sticks, whips and harness saddlery.
T30231MX01		PAPPAGALLO (Large Parrot Design)	6/15/2004	661647	6/20/2006	939008	REGISTERED		25
	25 - Clothing and footwear, excluding hats and caps.
3834/0033		PAPPAGALLO (Stylized)	6/15/2004	661646	7/26/2004	844419	REGISTERED		18
	18 - Leather and imitations of leather, products of these materials not comprised in other classes; animal leathers; trunks and traveling bags; umbrellas, parasols and walking stick, whips and harness saddlery.
T20264MX03		PAPPAGALLO (Word Mark)	11/25/2003	630947	7/21/2004	843713	REGISTERED		09
	09 - All kinds of eyewear including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords, all included in Class 09.
T30192MX02		PAPPAGALLO (Word Mark)	12/18/2003	635091	3/30/2005	874140	REGISTERED		35
	35 - Retail store services for women’s clothing and footwear.
T30232MX00		SAM & LIBBY			9/30/1991	400179	REGISTERED		25
	25 - Shoes
T00193MX00		SELBY	2/7/2003	587403		816615	REGISTERED		25
	25 - Clothing, footwear and headgear
T20382MX1		WESTIES	8/14/1992	147407	8/14/1992	527030	REGISTERED		42
	42 - Retail store services.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 63

REFERENCE MARK		FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MEXICO continued ...
T20382MX2		WESTIES	8/14/1992	147411	8/14/1992	462358	REGISTERED	25
	25 - Clothing, footwear, headgear.
T30169MXOO		WESTIES JR. FASHION & DESIGN	2/7/2003	587405	7/22/2003	800152	REGISTERED	25
	25 - Clothing, footwear, headgear.
T20392MXO		YFA	11/24/1994	218463	11/24/1994	517607	REGISTERED	25
	25- Shoes, boots and sandals.
MONGOLIA
T30202MN00		NINE WEST (Word Mark)	6/29/2000	3280	9/14/2000	3116	REGISTERED	25
	25 - Clothing for women and misses, namely knitted and woven skirts, suits, slacks, blouses, dresses, coats, sweaters, scarves, vests, jackets, hosiery, footwear; tailored clothing for men namely knitted and woven suits, slacks jackets, pants, sports coats and neckwear
MOZAMBIQUE
T30202MZ00		NINE WEST (Word Mark)	7/20/2007	12204/2007	7/20/2007	12204/2007	REGISTERED	18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags; (
T30202MZ01		NINE WEST (Word Mark)	7/20/2007	12205/2007	7/20/2007	12205/2007	REGISTERED	25
	25 - Clothing, footwear and headgear
NETHERLANDS ANTILLES
T15894AN00		BANDOLINO (Stylized)			10/2/1997	03198	REGISTERED	18,25,35
	18 - All goods in class.
	25 - All goods in class.
	35 -
T20039AN0		BANDOLINO (Stylized)	10/2/1997	None Assigned	10/27/1997	20285	REGISTERED	25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins, sandals, slippers, socks, hosiery, caps and hats, scarves, kerchiefs.
T00012AN01		BANDOLINO (Word Mark)	8/2/2002	08754	8/2/2002	08754	REGISTERED	18,25,35
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
	35 - Retail Store Services
T00055AN01		EASY SPIRIT (Word Mark)	8/2/2002	98755	8/2/2002	08755	REGISTERED	18,25,35
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
	25 - Footwear, clothing, headgear; shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
	35 - Retail Store Services
T20141AN00		EASY SPIRIT LOGO		03199	10/2/1997	03199	REGISTERED	18,25,35
	18 -
	25 -
	35 -
T20151AN01		ENZO ANGIOLINI (Stylized)			10/2/1997	20446	REGISTERED	09,14,18 25,35
	09 - All goods in class.
	14 - All goods in class.
	18 - All goods in class.
	25 - All goods in class.
	35 - All services in class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 64

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NETHERLANDS ANTILLES continued . . .
T30224AN00		ENZO ANGIOLINI (Word Mark)	8/2/2002	08756	8/2/2002	08756	REGISTERED		9,14,18 25,35
	9 - Eyewear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
	35 - Retail Store Services
3834/0692		JOYCE	12/11/1950	N/A	12/11/1950	03197	REGISTERED		25
	25 - Footwear, namely, shoes, slippers and sandals made of leather, woven cloth or rubber, and/or combination of these materials.
T30202AN00		NINE WEST (Word Mark)	8/2/2002	08757	8/2/2002	08757	REGISTERED		09,14,18 25,35
	09 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
	35 - Retail Store Services
NEW ZEALAND
T15930NZ00		9 & CO. (DESIGN)			5/14/1997	276666	REGISTERED		25
	25 - Clothing, headgear and footwear.
T20007NZ0		9 WEST (Word Mark)	2/3/1981	135877	2/3/1981	135877	REGISTERED		25
	25 - Boots, shoes, slippers and sandals and similar kinds of footwear.
3834/0190		BANDOLINO (Word Mark)	8/1/1974	109,163	8/1/1974	109,163	REGISTERED		25
	25 - Footwear, including boots, shoes and slippers, and excluding socks, stockings, and hosiery.
T20062NZ0		CALICO LOGO	1/23/1985	156656	1/23/1985	156656	REGISTERED		25
	25 - Shoes, not containing or incorporating cotton calico.
T20106NZ0		DAVID EVINS (SCRIPT)	9/1/1975	112960	9/1/1975	112960	REGISTERED		25
	25 - Footwear including boots, shoes, and slippers excluding socks, stockings and hosiery.
T20127NZ0		EASY SPIRIT (Word Mark)	6/30/1988	185198	6/30/1988	185198	REGISTERED		25
	25 - Footwear.
T20150NZ0		ENZO ANGIOLINI (Word Mark)	1/17/1985	156571	7/26/1990	B156571	REGISTERED		25
	25 - Footwear of all kinds.
T20172NZ0		FRONT ROW	8/6/1981	138311	8/6/1981	138311	REGISTERED		25
	25 - Boots excluding rugby boots, shoes, slippers and similar kinds of footwear.
T20175NZ0		GAROLINI	5/11/1989	193080	5/11/1989	193080	REGISTERED		25
	25 - Boots, shoes, slippers, and similar kinds of footwear.
3834/0413		NINE WEST LOGO	11/10/1992	222819	11/10/1992	222819	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear. Footwear, including shoes, boots, moccasins, slippers and sandals. Headgear.
3834/0428		NINE WEST LOGO	12/1/1992	223359	12/1/1992	223359	REGISTERED		42
	42 - Retail store services in respect of footwear and clothing.
T20382NZ0		WESTIES	1/22/1985	156625	1/22/1985	156625	REGISTERED		25
	25 - Boots, shoes, slippers and sandals, and similar kinds of footwear.
NICARAGUA
3834/0458		9 & CO. (Word Mark)	3/3/2000	2000/00975	5/14/2001	48,702 C.C.	REGISTERED		18
	18 - All goods in the Class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 65

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NICARAGUA continued . . .
3834/0459		9 & CO. (Word Mark)	3/3/2000	2000/00976	5/14/2001	48,704 C.C.	REGISTERED		25
	25 - All goods in the Class.
3834/0460		BANDOLINO (Word Mark)	3/3/2000	2000/00967	5/14/2001	48,706 C.C.	REGISTERED		18
	18 - All goods in the Class.
3834/0461		BANDOLINO (Word Mark)	3/3/2000	2000/00968	5/14/2001	48,698 C.C.	REGISTERED		25
	25 - All goods in the Class.
T00012NI02		BANDOLINO (Word Mark)	10/25/2002	02794	6/17/2003	58091	REGISTERED		35
	35 - Retail Store Services
T30441NI00		BOUTIQUE 9	1/9/2007	2007-00068	12/18/2007	0703405 LM	REGISTERED		14,18,25
	14 - Jewelry, Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
	18 - Handbags and small leather goods, leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear
3834/0462		CALICO	3/3/2000	2000/00969	5/14/2001	48,707 C.C.	REGISTERED		18
	18 - All goods in the Class.
3834/0463		CALICO	3/3/2000	2000/00970	5/14/2001	48,699 C.C.	REGISTERED		25
	25 - All goods in the Class.
T30233NI00		CIRCA JOAN & DAVID	4/29/2005	01295	1/19/2006	0600072	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - retail store services
T30243NI00		COMFORT 2 (stylized)	10/27/2004	2004-03471	6/16/2005	82649	REGISTERED		25
	25 - Footwear
3834/0239		EASY SPIRIT (STYLIZED)	10/30/1997	97-03728	9/24/1998	38,777 CC	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear. Footwear, including shoes, boots, moccasins and sandals. Headgear.
T00055NI01		EASY SPIRIT (Word Mark)	10/25/2002	02795	6/17/2003	58092	REGISTERED		25,35,18
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
	35 - Retail Store Services
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T00055NI02		EASY SPIRIT (Word Mark)	5/19/2005	2005-01496	1/24/2006	0600127	REGISTERED		09,14
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
3834/0240		ENZO ANGIOLINI (STYLIZED)	10/30/1997	97-03729	9/24/1998	38,778 CC	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear. Footwear, including shoes, boots, moccasins and sandals. Headgear.
3834/0457		ENZO ANGIOLINI (Word Mark)	3/3/2000	2000/00971	5/14/2001	48,7000 C.C.	REGISTERED		18
	18 - All goods in the Class.
T30224NI01		ENZO ANGIOLINI (Word Mark)	10/25/2002	02796	6/17/2003	58093	REGISTERED		09,14,35
	09 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
	14 - Jewelry
	35 - Retail services
3834/0691		JOYCE DESIGN	12/12/1950	N/A	1/22/1951	6488	REGISTERED		25
	25 - Shoes, slippers, sandals and other articles of clothing to cover the feet made of leather, cloth, rubber or cork and/or combinations of these materials.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 66

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NICARAGUA continued...
T30232NI00		MOOTSIES TOOTSIES	4/29/2005	01296	1/19/2006	0600067	REGISTERED		18,25,35
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear
	35 - retail store services
T30202NI00		NINE WEST (Word Mark)	10/25/2002	02797	6/17/2003	58094	REGISTERED		9,14
	9 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
	14 - Jewelry and watches
3834/0456		NINE WEST (Word Mark)	3/3/2000	2000/00974	5/14/2001	48,701	REGISTERED		35
	35 - Retail store services.
3834/0454		NINE WEST (Word Mark)	3/3/2000	2000/00972	5/16/2001	48,748 C.C.	REGISTERED		18
	18 - All goods in the Class.
3834/0455		NINE WEST (Word Mark)	3/3/2000	2000/00973	5/16/2001	48,749 C.C.	REGISTERED		25
	25 - All goods in the Class.
T30232NI03		SAM & LIBBY	5/13/2005	01416	2/21/2006	0600433	REGISTERED		25,18,35
	25 - Footwear
	18 - Handbags
	35 -
T30315NI00		STUDIO 9 (Word Mark)	1/17/2006	2006-00168	11/13/2006	0602759 LM	REGISTERED		25
	25 - Clothing, footwear, headgear
3834/0464		WESTIES	3/3/2000	2000/00977	5/14/2001	48,703 C.C.	REGISTERED		18
	18 - All goods in the Class.
3834/0465		WESTIES	3/3/2000	2000/00978	5/14/2001	48,705 C.C.	REGISTERED		25
	25 - All goods in the Class.
NIGERIA
T20211NG1		JOYCE LOGO	7/29/1991	TP11295/91/3	7/29/1991	TP11295/91/3	REGISTERED		25
	25 - Footwear.
NORWAY
T30441NO00		BOUTIQUE 9	1/8/2007	200700394	6/18/2007	239731	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments;
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear
T00055NO00		EASY SPIRIT (Word Mark)	1/28/2004	200400589	3/7/2005	225888	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00055NO02		EASY SPIRIT (Word Mark)	5/19/2005	200504743	5/22/2006	232761	REGISTERED		09,14,18
									35
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
	35 - Retail services
T20141NO0		EASY SPIRIT LOGO	5/11/1992	922467	1/27/1994	161199	REGISTERED		25
	25 - Footwear (not included in other classes).
T20150NO0		ENZO ANGIOLINI (Word Mark)	11/23/1992	925836	7/21/1994	163838	REGISTERED		25
	25 - All goods in Class 25.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 67

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NORWAY continued...
T20247NO0		NINE WEST LOGO	11/11/1992	925641	12/9/1993	160600	REGISTERED		18,25
	18 - All goods in class
	25 - All goods in class.
T30315NO00		STUDIO 9 (Word Mark)	1/13/2006	200600434	11/2/2006	236027	REGISTERED		25
	25 - Footwear, clothing, headgear
OMAN
T30441OM00		BOUTIQUE 9	1/9/2007	43099	4/16/2008	43099	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments.
T30441OM01		BOUTIQUE 9	1/9/2007	43100	4/16/2008	43100	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
T30441OM02		BOUTIQUE 9	1/9/2007	43101	4/16/2008	43101	REGISTERED		25
	25 - Clothing, footwear and headgear
T30233OM00		CIRCA JOAN & DAVID	4/25/2005	36216	6/21/2006	36216	REGISTERED		18
	18 - handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233OM01		CIRCA JOAN & DAVID	4/25/2005	36217	6/21/2006	36217	REGISTERED		25
	25 - Footwear
T30233OM02		CIRCA JOAN & DAVID	4/25/2005	36218	6/21/2006	36218	REGISTERED		35
	35 - Retail store services
3834/0711		EASY SPIRIT LOGO	9/10/1994	10444	5/18/2004	10444	REGISTERED		25
	25 - Footwear.
T20150OM0		ENZO ANGIOLINI (Word Mark)	4/3/1995	11359	3/30/2003	11359	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20150OM1		ENZO ANGIOLINI (Word Mark)	4/3/1995	11358	7/24/2002	11358	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
T20150OM2		ENZO ANGIOLINI (Word Mark)	4/3/1995	11360	5/6/2002	11360	REGISTERED		42
	42 - Retail store services, in respect of handbags, purses, footwear, headgear.
T30232OM00		MOOTSIES TOOTSIES	4/25/2005	36219	6/21/2006	36219	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232OM02		MOOTSIES TOOTSIES	4/25/2005	36221	6/21/2006	36221	REGISTERED		35
	35 - Retail store services
T00146OM00		NINE WEST (Word Mark)	5/1/2005	36278	6/21/2006	36278	REGISTERED		09
	09 - Sunglasses and eyewear
T302020M01		NINE WEST (Word Mark)	5/1/2005	36279	6/21/2006	36279	REGISTERED		14
	14 - Jewelry and watches
T302020M04		NINE WEST (Word Mark)	5/1/2005	36282	6/21/2006	36282	REGISTERED		35
	35 - Retail services
3834/0250		NINE WEST LOGO	4/3/1995	11357	7/24/2001	11357	REGISTERED		42
	42 - Retail store services, in respect of handbags, purses, footwear, headgear.
3834/0249		NINE WEST LOGO	4/3/1995	11356	7/24/2001	11356	REGISTERED		25
	25 - Clothing, footwear, headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 68

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
OMAN continued...
3834/0248		NINE WEST LOGO	4/3/1995	11355	7/24/2001	11355	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, animal skins, hides, trunks and travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
T30232OM04		SAM & LIBBY	4/25/2005	36223	6/21/2006	36223	REGISTERED		25
	25 - Footwear
T30232OM05		SAM & LIBBY	4/25/2005	36224	6/21/2006	36224	REGISTERED		35
	35 - Retail store services
PAKISTAN
3834/0409PK		NINE WEST (Word Mark)	10/29/1999	158583	10/29/1999	158583	REGISTERED		25
	25 - Clothing, footwear, headgear
PANAMA
T20003PA0		9 & CO. (Logo)	6/29/1993	066735	6/29/1993	66735	REGISTERED		25
	25 - Footwear.
T00012PA00		BANDOLINO (Word Mark)	2/26/2003	125859	2/26/2003	125859	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags; umbrellas and walking
T00012PA02		BANDOLINO (Word Mark)	2/26/2003	125861	2/26/2003	125861	REGISTERED		35
	35 - Retail Store Services (Local Class 39)
T30233PA01		CIRCA JOAN & DAVID	4/22/2005	141977	4/22/2005	141977	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30233PA02		CIRCA JOAN & DAVID	4/22/2005	141979	4/22/2005	141979	REGISTERED		25
	25 - Footwear
T30233PA03		CIRCA JOAN & DAVID	4/22/2005	141980	4/22/2005	141980	REGISTERED		35
	35 - Retail store services
T00055PA02		EASY SPIRIT (Word Mark)	2/26/2003	125863	2/26/2003	125863	REGISTERED		25
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T00055PA03		EASY SPIRIT (Word Mark)	2/26/2003	125864	2/26/2003	125864	REGISTERED		35
	35 - Retail Store Services (Local Class 39)
T00055PA06		EASY SPIRIT (Word Mark)	5/18/2005	142502	5/18/2005	142502	REGISTERED		09
	09 - Sunglasses and eyewear
T00055PA07		EASY SPIRIT (Word Mark)	5/18/2005	142503	5/18/2005	142503	REGISTERED		14
	14 - Jewelry and watches
T00055PA08		EASY SPIRIT (Word Mark)	2/26/2003	125862	2/26/2003	125862	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30266PA00		EASY SPIRIT COMFORT2 (STYLIZED)	11/18/2004	138959	3/29/2005	138959	REGISTERED		25
	25 - Shoes
T20141PA0		EASY SPIRIT LOGO	11/19/1990	N/A	5/18/1992	055116	REGISTERED		25
	25 - Footwear.
T30224PA00		ENZO ANGIOLINI (Word Mark)	2/26/2003	125854	2/26/2003	125854	REGISTERED		09
	09 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
T30224PA01		ENZO ANGIOLINI (Word Mark)	2/26/2003	125856	2/26/2003	125856	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking

Owner Trademark Report by Mark Printed: 5/7/2009 Page 69

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PANAMA continued...
T30224PA02		ENZO ANGIOLINI (Word Mark)	2/25/2003	125587	2/26/2003	125857	REGISTERED		25
	25 - Footwear, clothing, headgear, Shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T30224PA03		ENZO ANGIOLINI (Word Mark)	2/26/2003	125858	2/26/2003	125858	REGISTERED		35
	35 - Retail Store Services
T30224PA04		ENZO ANGIOLINI (Word Mark)	2/26/2003	125855	2/26/2003	125855-01	REGISTERED		14
	14 -Jewelry and watches
T30233PA00		JOAN & DAVID	8/29/1994	58366	8/29/1994	58366	REGISTERED		25
	25 - Footwear
T30232PA00		MOOTSIES TOOTSIES	4/22/2005	141982	4/22/2005	141982	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232PA01		MOOTSIES TOOTSIES	4/22/2005	141984	4/22/2005	141984	REGISTERED		25
	25 - Footwear
T30232PA02		MOOTSIES TOOTSIES	4/22/2005	141978	4/22/2005	141978	REGISTERED		35
	35 - Retail store services
T30202PA00		NINE WEST (Word Mark)	2/26/2003	125850	2/26/2003	125850	REGISTERED		14
	14 - Watches and Jewelry
T30202PA01		NINE WEST (Word Mark)	2/26/2003	125849	2/26/2003	125849	REGISTERED		09
	09 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
T30202PA02		NINE WEST (Word Mark)	2/2/2003	125851	2/26/2003	125851	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30202PA03		NINE WEST (Word Mark)	2/26/2003	125853	2/26/2003	125853	REGISTERED		35
	35 - Retail Store Services
T30202PA04		NINE WEST (Word Mark)	2/26/2003	125852	2/26/2003	125852	REGISTERED		25
	25 - Footwear, clothing, headgear, including shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T20247PA0		NINE WEST LOGO	6/2/1993	66340	1/18/1995	66340	REGISTERED		42
	42 - Retail store services for footwear, purses and handbags.
T30232PA03		SAM & LIBBY	4/22/2005	141981	4/22/2005	141981	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232PA05		SAM & LIBBY	4/22/2005	141985	4/22/2005	141985	REGISTERED		35
	35 - Retail store services
3834/0320		SELBY	11/15/1977	N/A	5/13/1978	22421	REGISTERED		25
	25 - Shoes made from leather, fabric, cork or combinations of these materials.
T30315PA00		STUDIO 9 (Word Mark)	1/18/2006	148338	1/18/2006	148338	REGISTERED		25
	25 - Clothing, footwear, headgear
PARAGUAY
3834/0564		BANDOLINO (Word Mark)	5/26/2000	12316	4/27/2001	234,499	REGISTERED		18
	18 - All goods in the Class.
3834/0565PY		BANDOLINO (Word Mark)	5/26/2000	12317	4/27/2001	234,500	REGISTERED		25
	25 - All goods in the Class.
T00055PY00		EASY SPIRIT (Word Mark)	11/25/2002	029088	5/27/2003	257604	REGISTERED		18
	18 - All goods in the Class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 70

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PARAGUAY continued...
3834/0367		EASY SPIRIT (Word Mark)	10/31/1997	22060-97	4/9/2001	23,969	REGISTERED		25
	25 - All goods in Class 25.
T30224PY00		ENZO ANGIOLINI (Word Mark)	3/18/1999	5013-1999	5/29/2005	280451	REGISTERED		25
	25 - All goods in the Class
T30224PY01		ENZO ANGIOLINI (Word Mark)	11/25/2002	029091	7/14/2005	279141	REGISTERED		18
	18 - All goods in class.
T30224PY02		ENZO ANGIOLINI (Word Mark)	11/25/2002	29091	6/14/2005	279141	REGISTERED		18
	18 - All goods in the Class.
T30224PY03		ENZO ANGIOLINI (Word Mark)	11/25/2002	029090	6/4/2003	257873	REGISTERED		25
	25 -
T30224PY04		ENZO ANGIOLINI (Word Mark)	11/25/2002	029089	6/4/2003	257872	REGISTERED		35
	35 - Retail store services.
3834/0232		JOYCE DESIGN	5/18/1943	N/A	7/15/1987	207,993	REGISTERED		25
	25 - All goods included in Class 25, such as: Clothing, including boots, shoes and slippers.
T20247PY0		NINE WEST LOGO	8/30/1995	017941	11/26/1996	190824	REGISTERED		35
	35 - Services for selling clothing, shoes, hattery, handbag, and purse.
T20247PY1		NINE WEST LOGO	8/30/1995	017940	11/26/1996	190825	REGISTERED		25
	25 - All goods including, clothing, boots, shoes and slippers.
T20247PY2		NINE WEST LOGO	8/30/1995	017942	11/26/1996	190823	REGISTERED		18
	18 - Leather and imitations of leather and articles made from these materials and not included in other classes, skins, hides, trunks and travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
PERU
T20039PE0		BANDOLINO (Stylized)	6/11/1993	222368	6/22/1995	16495	REGISTERED		25
	25 - Footwear.
T30441PE00		BOUTIQUE 9	2/12/2007	302155	2/12/2007	302155	REGISTERED		18
	18 - Handbags and small leather goods
T30441PE01		BOUTIQUE 9	2/12/2007	302156	2/12/2007	302156	REGISTERED		25
	25 - Clothing, footwear, headgear
T30441PE02		BOUTIQUE 9	2/12/2007	302157	2/12/2007	302157	REGISTERED		14
	14 - Jewelry
T20127PE0		EASY SPIRIT (Word Mark)	10/27/1995	283265	2/7/1996	23260	REGISTERED		25
	25 - Clothing including boots, shoes and slippers and all other goods.
T20127PE2		EASY SPIRIT (Word Mark)	10/27/1995	283267	12/6/1996	31486	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery, and all other goods.
T20150PE2		ENZO ANGIOLINI (Word Mark)	10/27/1995	283266	2/27/1996	23554	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, hides, trunks and travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery and all other goods.
T20150PE3		ENZO ANGIOLINI (Word Mark)	10/27/1995	283264	2/7/1996	23259	REGISTERED		25
	25 - Clothing including boots, shoes and slippers and all other goods.
T30233PE00		JOAN & DAVID	10/31/1996	30482	10/31/1996	30482	REGISTERED		25
	25 - Footwear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 71

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PERU continued...
T30202PE06		NINE WEST (Word Mark)	5/9/2005	241724	1/5/2006	111422	REGISTERED		09
	09 - Sunglasses, eyeglasses and articles to help vision or protect the eyes.
T30202PE07		NINE WEST (Word Mark)	5/9/2005	241537	12/15/2005	111207	REGISTERED		14
	14 - Jewelry and watches
T30202PE08		NINE WEST (Word Mark)	5/9/2005	241536	12/15/2005	111206	REGISTERED		18
	18 - School bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, cosmetic bags sold empty, umbrellas, briefcase type portfolios, clutch purses, key cases, credit card cases, change purses, wallets, business card cases and passport cases, all made of materials other than leather and imitations of leather.
T30202PE09		NINE WEST (Word Mark)	5/6/2005	241408	1/17/2006	111642	REGISTERED		25
	25 - Clothing, footwear, headgear
T30202PE10		NINE WEST (Word Mark)	5/11/2005	241923	12/16/2005	40375	REGISTERED		35
	35 - The bringing together, for the benefit of others, of a variety of goods (excluding the transport thereof) enabling customers to conveniently view and purchase those goods in class 35.
T20247PE0		NINE WEST LOGO	1/7/1993	214250	8/31/1993	375	REGISTERED		42
	42 - Retail services of clothing, boots, shoes and slippers.
T20247PE1		NINE WEST LOGO	2/2/1993	215480	9/13/1995	20592	REGISTERED		25
	25 - Clothing, including boots, shoes and slippers.
3834/0293		NINE WEST LOGO	3/5/1999	80351	5/27/1999	55195	REGISTERED		18
	18 - All goods in the Class.
T30315PE00		STUDIO 9 (Word Mark)	1/19/2006	266599	4/12/2006	114244	REGISTERED		25
	25 - Clothing, footwear, headgear
T20398PE0		YFA BANDOLINO LABEL	11/24/1994	255576	8/29/1997	38674	REGISTERED		25
	25 - Shoes, boots and sandals.
PHILIPPINES
3834/0546PH		ENZO ANGIOLINI (Word Mark)	5/31/2000	4-2000-04490	2/27/2006	4-2000-04490	REGISTERED		18
	18 - Handbags, other bags, small leather goods.
3834/0083		ENZO ANGIOLINI (Word Mark)	1/4/1994	96190	12/28/1998	66861	REGISTERED		18
	18 - Purses and handbags.
T20150PH1		ENZO ANGIOLINI (Word Mark)	9/14/1994	95217	7/30/1997	65103	REGISTERED		25
	25 - Shoes.
3834/0082		ENZO ANGIOLINI (Word Mark)	11/4/1994	96191	11/25/1998	66593	REGISTERED		42
	42 - Retail store services for purses, handbags and footwear.
T30233PH03		JOAN & DAVID	2/5/1996	62441	2/5/1996	62441	REGISTERED		18
	18 - Handbags
3834/0590PH01		NINE WEST (Word Mark)	5/31/2000	4-2000-04486	7/16/2006	4-2000-04486	REGISTERED		25
	25 - Footwear and clothing namely, shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals
3834/0591PH00		NINE WEST (Word Mark)	5/31/2000	4-2000-04485	2/10/2005	4-2000-04485	REGISTERED		42
	42 - Retail store services.
3834/		NINE WEST LOGO	9/14/1994	95216	11/20/2005	4-1994-95216D	REGISTERED		25
	25 - Shoes.
POLAND
T20150PL0		ENZO ANGIOLINI (Word Mark)	12/3/1992	Z-116896	12/3/1992	79455	REGISTERED		25
	25 - Clothing, footwear and headgear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 72

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
POLAND continued...
T20247PL0		NINE WEST LOGO	11/17/1992	Z-116522	11/17/1992	83433	REGISTERED		18,25
	18 - Leather and imitations of leather not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
	25 - Clothing, footwear, headwear.
PORTUGAL
3834/0712		9 WEST (Stylized)	11/11/1986	237733	5/2/1991	237733	REGISTERED		25
	25 - Clothing articles, including footwear and headgear.
T20036PT0		BANDOLINO (Word Mark)	3/1/1990	262489	9/14/1992	262489	REGISTERED		25
	25 - Footwear.
T00055PT00		EASY SPIRIT (Word Mark)	1/30/2003	369687	10/14/2004	369687	REGISTERED		18,25
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and travel bags; umbrellas and walking sticks; leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins; trunks and traveling bags; parasols; whips, harnesses and saddlery.
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, handkerchiefs.
T20141PT0		EASY SPIRIT LOGO	11/13/1990	268912	1/14/1993	268912	REGISTERED		25
	25 - Footwear.
T20177PT0		GAROLINI (Stylized)	5/23/1989	255753	10/9/1992	255753	REGISTERED		25
	25 - Footwear.
T30233PT00		JOAN & DAVID		na	11/24/1994	295029	REGISTERED		18
	18 - Handbags
T30233PT01		JOAN & DAVID		na	11/24/1994	295030	REGISTERED		25
	25 - Footwear
3834/0384		NINE WEST LOGO	12/15/1992	288004	9/9/1994	288004	REGISTERED		42
	42 - Retail store services (supplying in respect of clothing, footwear and headgear).
3834/0383		NINE WEST LOGO	11/25/1992	287612	8/1/1994	287612	REGISTERED		25
	25 - Clothing, footwear, headgear.
PUERTO RICO
T20008PR0		9 WEST (Logo)	8/10/1993	N/A	8/10/1993	33629	REGISTERED		25
	25 - Clothing, footwear, headgear
T20036PR1		BANDOLINO (Word Mark)	4/18/1975	N/A	8/8/1975	19660	REGISTERED		25
	25 - Ladies’ shoes.
T00055PR00		EASY SPIRIT (Word Mark)	5/14/2003	na	5/14/2003	56847	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T00055PR01		EASY SPIRIT (Word Mark)	5/14/2003	na	5/14/2003	56846	REGISTERED		25
	25 - Footwear, clothing, headgear, including, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T20141PR01		EASY SPIRIT LOGO	9/14/1989	N/A	9/14/1989	29222	REGISTERED		25
	25 - Footwear
T30224PR00		ENZO ANGIOLINI (Word Mark)	5/14/2003	N/A	5/14/2003	56842	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and travel bags and umbrellas
T30224PR03		ENZO ANGIOLINI (Word Mark)	5/14/2003	N/A	5/14/2003	56849	REGISTERED		35
	35 - Retail Store Services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 73

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
PUERTO RICO continued...
T30224PR04		ENZO ANGIOLINI (Word Mark)	5/14/2003	N/A	5/14/2003	56848	REGISTERED		25
	25 - Footwear, clothing, headgear, shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves and kerchiefs.
T30224PR06		ENZO ANGIOLINI (Word Mark)	5/16/2006	686900	5/16/2006	686900	REGISTERED		25
	25 - Shoes and boots.
T30233PR00		JOAN & DAVID			1/3/1992	30133	REGISTERED		25
	25 -
T30202PR00		NINE WEST (Word Mark)	5/14/2002	N/R02/182	5/14/2002	57,582	REGISTERED		03
	03 - Perfume, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, glitter, face glitter, lipstick, lip pencils, blush eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
T30202PR01		NINE WEST (Word Mark)	5/14/2003	56845	5/14/2003	56845	REGISTERED		09
	09 - Eyewear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
T30202PR02		NINE WEST (Word Mark)	1/17/2003	56844	5/14/2003	56844	REGISTERED		14
	14 - Jewelry and watches
18		NINE WEST (Word Mark)	5/14/2003	56843	5/14/2003	56843	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30202PR04		NINE WEST (Word Mark)	1/17/2003	56838	5/14/2003	56838	REGISTERED		25
	25 - Footwear, clothing, headgear, including shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
3834/0183		NINE WEST LOGO	8/10/1993	N/A	2/8/1994	33263	REGISTERED		25
	25 - Shoes.
3834/0100		NINE WEST LOGO	8/10/1993	n/a	8/10/1993	33268	REGISTERED		42
	42 - Services: Retail store services for shoes and handbags.
T20264PR0		PAPPAGALLO (SCRIPT)	12/7/1992	N/A	3/3/1987	7955	REGISTERED		09,N
	09 - Eyeglasses and frames for spectacles.
	N — **This mark will lapse due to non-use of associated U.S. Registration 1,430,960.
T20286 PR1		RED CROSS		N/A	12/29/1977	21,367	REGISTERED
QATAR
T30441QA00		BOUTIQUE 9	1/8/2007	42701	4/29/2008	42701	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
T30441QA01		BOUTIQUE 9	1/8/2007	42702	4/29/2008	42702	REGISTERED		18
	18 - Leather and imitations of leather, especially handbags and small leather goods; and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery;
T30441QA02		BOUTIQUE 9	1/8/2007	42703	4/29/2008	42703	REGISTERED		25
	25 - Clothing, footwear and headgear
T30233QA00		CIRCA JOAN & DAVID	4/28/2005	35611	11/20/2007	35611	REGISTERED		18
	18 - Handbags and small leather goods, namely, wallets, key cases, and cosmetic bags sold empty
T30233QA01		CIRCA JOAN & DAVID	4/28/2005	35612	11/20/2007	35612	REGISTERED		25
	25 - Footwear
T30233QA02		CIRCA JOAN & DAVID	4/28/2005	35613	12/12/2007	35613	REGISTERED		35
	35 - Retail Store services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 74

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
QATAR continued ...
T20142QA0		EASY SPIRIT LOGO	6/11/1994	11963	2/21/2001	11963	REGISTERED		25
	25 - Footwear.
3834/0301		ENZO ANGIOLINI (Word Mark)	3/16/1999	20210	5/22/2005	20210	REGISTERED		25
	25 - All goods in the Class.
T30232QA00		MOOTSIES TOOTSIES	4/28/2005	35617	12/12/2007	35617	REGISTERED		18
	18 - Handbags
T30232QA01		MOOTSIES TOOTSIES	4/28/2008	35618	12/12/2007	35618	REGISTERED		25
	25 - Footwear
T30232QA02		MOOTSIES TOOTSIES	4/28/2005	35619	12/12/2007	35619	REGISTERED		35
	35 - Retail store services
T30202QA00		NINE WEST (Word Mark)	5/2/2005	35638	12/12/2007	35638	REGISTERED		18
	18 - Accessories, handbags and small leather goods.
T30202QA01		NINE WEST (Word Mark)	5/2/2005	35637	12/12/2007	35637	REGISTERED		14
	14 - Watches and jewelry
T30202QA02		NINE WEST (Word Mark)	5/2/2005	35636	12/12/2007	35636	REGISTERED		09
	09 - Sunglasses and eyewear
T30202QA03		NINE WEST (Word Mark)	5/2/2005	35639	12/12/2007	35639	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30202QA04		NINE WEST (Word Mark)	5/2/2005	35640	12/12/2007	35640	REGISTERED		35
	35 - Retail store services.
3834/0296		NINE WEST LOGO	3/16/1999	20211	5/22/2005	20211	REGISTERED		18
	18 - Accessories, handbags and small leather goods
3834/0297		NINE WEST LOGO	3/16/1999	20212	5/22/2005	20211	REGISTERED		25
	25 - All goods in Class 25
3834/0298		NINE WEST LOGO	3/16/1999	20213	5/22/2005	20213	REGISTERED		35
	35 - All goods in class 35.
T30232QA03		SAM & LIBBY	4/28/2005	35614	12/12/2007	35614	REGISTERED		18
	18 - Handbags
T30232QA04		SAM & LIBBY	4/28/2005	35615	12/12/2007	35615	REGISTERED		25
	25 - Footwear
T30232QA05		SAM & LIBBY	4/28/2005	35616	12/12/2007	35616	REGISTERED		35
	35 - Retail store services
SAINT LUCIA
T00012LC01		BANDOLINO (Word Mark)	12/12/2002	444/2002		TM2002/000444	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harnesses and saddlery.
T00012LC02		BANDOLINO (Word Mark)	12/12/2002	445/2002	10/27/2003	TM/2002/000445	REGISTERED		25
	25 - Clothing, footwear, headgear.
T00055LC01		EASY SPIRIT (Word Mark)	12/12/2002	447/2002	10/27/2003	TM/2002/000447	REGISTERED		25
	25 - Clothing, footwear, headgear.
TOO055LC02		EASY SPIRIT (Word Mark)	12/12/2002	446/2002		TM/2002/000446	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other class, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harnesses and saddlery.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 75

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SAINT LUCIA continued ...
T30224LC00		ENZO ANGIOLINI (Word Mark)	12/12/2002	440/2002	12/12/2002	TM/2002/000440	REGISTERED		09
	09 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
T30224LC01		ENZO ANGIOLINI (Word Mark)	12/12/2002	441/2002	12/12/2002	TM/2002/000441	REGISTERED		14
	14 - Jewelry and watches
T30224LC02		ENZO ANGIOLINI (Word Mark)	12/12/2002	442/2002	12/12/2002	TM/2002/000442	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30224LC03		ENZO ANGIOLINI (Word Mark)	12/12/2002	443/2002	10/27/2003	TM/2002/000443	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30202LC00		NINE WEST (Word Mark)	12/12/2002	439/2002	12/12/2002	TM/2002/000439	REGISTERED		09
	09 - Eyewear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
T30202LC01		NINE WEST (Word Mark)	12/12/2002	435/2002	12/12/2002	TM/2002/000435	REGISTERED		14
	14 - Jewelry and watches
1814		NINE WEST (Word Mark)	12/12/2002	436/2002	12/12/2002	TM/2002/000436	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T30202LC03		NINE WEST (Word Mark)	12/12/2002	437/2002	12/12/2002	TM/2002/000437	REGISTERED		25
	25 - Footwear, clothing, headgear, Shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, rainwear stockings, socks, wristbands, gloves, mittens leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, and kerchiefs.
T30202LC04		NINE WEST (Word Mark)	12/12/2002	438/2008	12/12/2002	TM/2002/000438	REGISTERED		35
	35 - Retail Store Services
SAUDI ARABIA
3834/0188		BANDOL/NO (Stylized)	7/28/1997	39986	6/28/1998	439/74	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, animal skins, hides, trunks and travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
3834/0189		BANDOL/NO (Stylized)	7/28/1997	39987	6/28/1998	439/75	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30441SA00		BOUTIQUE 9	1/7/2007	112581	10/2/2007	949/66	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
T30441SA01		BOUTIQUE 9	1/7/2007	112582	11/25/2007	958/99	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
T30441SA02		BOUTIQUE 9	1/7/2007	112583	10/2/2007	949/67	REGISTERED		25
	25 - Clothing, footwear, headgear
T30233SA00		CIRCA JOAN & DAVID	5/16/2004	89654	9/5/2005	800/62	REGISTERED		18
	18 - Handbags
T30233SA02		CIRCA JOAN & DAVID	5/16/2004	89655	9/6/2005	800/95	REGISTERED		25
	25 - Footwear
T30233SA01		CIRCA JOAN & DAVID & Design	5/16/2004	89657	9/5/2005	800/60	REGISTERED		25
	25 - Footwear
T30233SA03		CIRCA JOAN & DAVID & Design	5/16/2004	89656	9/5/2005	800/59	REGISTERED		18
	18 - Handbags
T30232SA00		DAVID & DAVID	5/16/2004	89659	9/5/2005	800/61	REGISTERED		25
	25 - Footwear

Owner Trademark Report by Mark Printed: 5/7/2009 Page 76

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SAUDI ARABIA continued ...
T30232SA01		DAVID & DAVID	5/16/2004	89658	9/6/2005	800/94	REGISTERED		18
	18 - Handbags
3834/0164		EASY SPIRIT (Stylized)	7/28/1997	39988	8/2/1998	443/26	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
3834/0142		EASY SPIRIT (Word Mark)	10/17/1998	46360	5/21/2000	528/70	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30224SA00		ENZO ANGIOLINI (Word Mark)	6/29/2003	54387	6/29/2003	728/16	REGISTERED		09
	09 - All kinds of eyewear including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, and eyeglass cords.
T20150SA0		ENZO ANGIOLINI (Word Mark)	3/22/1995	28817	3/22/1995	360/88	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20150SA1		ENZO ANGIOLINI (Word Mark)	3/22/1995	28816	3/22/1995	361/37	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
T30202SA00		NINE WEST (Word Mark)	4/30/2005	96626	4/5/2006	832/32	REGISTERED		09
	09 - Sunglasses and eyewear
T30202SA01		NINE WEST (Word Mark)	4/30/2005	96627	4/5/2006	932/33	REGISTERED		14
	14 - Jewelry and watches
T30202SA02		NINE WEST (Word Mark)	4/30/2005	96628	4/5/2006	832/34	REGISTERED		18
	18 - Accessories, handbags and small leather goods
T30202SA03		NINE WEST (Word Mark)	4/30/2005	96629	4/5/2006	832/35	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20247SA1		NINE WEST LOGO	3/22/1995	28818	3/22/1995	361/38	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, hides, trunks and travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
T20247SA2		NINE WEST LOGO	3/22/1995	28819	3/22/1995	361/39	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0522		NINE WEST LOGO	3/25/2000	63199	10/22/2000	545/40	REGISTERED		35
	35 - The bringing together, for the benefit of others, of handbags, carrying cases, suitcases and traveling bags, key cases, pocket wallets, school bags, shopping bags, shoulder straps, clothing, footwear and headgear (excluding the transport thereof), enabling customers to conveniently view and purchase those goods.
T30315SA00		STUDIO 9 (Word Mark)	1/16/2006	102442	1/20/2007	889/26	REGISTERED		25
	25 - Clothing, footwear headgear
SINGAPORE
3834/0018		9 WEST (Word Mark)	8/12/1998	S8060/98	8/12/1998	T98/08060F	REGISTERED		14
	14 - Jewelry and watches.
T00012SG00		BANDOLINO (Word Mark)	8/12/2004	T04/13405G	8/12/2004	T04/13405G	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and travel bags, umbrellas and walking
T00012SG02		BANDOLINO (Word Mark)	8/12/2004	T04/13407C	8/12/2004	T04/13407C	REGISTERED		35
	35 - The bringing together, for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase those goods in a retail store.
T20036SG0		BANDOLINO (Word Mark)	5/25/1988	T88/02554H	5/25/1988	T88/02554H	REGISTERED		25
	25 - Footwear, being articles of clothing.
T30441SG00		BOUTIQUE 9	1/24/2007	T07/01590C	1/24/2007	T07/01590C	REGISTERED		14
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments

Owner Trademark Report by Mark Printed: 5/7/2009 Page 77

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SINGAPORE continued...
T30441SG01		BOUTIQUE 9	1/24/2007	T07/01595D	1/24/2007	T07/01595D	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
T30441SG02		BOUTIQUE 9	1/24/2007	T07/01597J	1/24/2007	T07/01597J	REGISTERED		25
	25 - Clothing, footwear, and headgear
3834/0169		CALICO	10/27/1994	S/9391/94	10/27/1994	9391/94	REGISTERED		25
	25 - Shoes, boots, moccasins and sandals but not including any such goods made of cotton.
T30233SG00		CIRCA JOAN & DAVID	1/15/2004	T0400429C	1/15/2004	T04/00429C	REGISTERED		18
	18 - Bags, handbags, purses, wallets, tote bags and luggage.
T30233SG01		CIRCA JOAN & DAVID	1/15/2004	T0400430G	7/16/2003	T0400430G	REGISTERED		25
	25 - Clothing, overcoats, jackets, suits, blouses, jerseys, shirts, jerseys, skirts, pants, shorts, ties, scarves, gloves, socks, hosiery, sweaters, belts, hats, and footwear
T30233SG02		CIRCA JOAN & DAVID & Design	1/15/2004	T0400431E	1/16/2003	T0400431E	REGISTERED		18
	18 - Handbags, namely, ladies’ handbags, and small leather articles
T30233SG03		CIRCA JOAN & DAVID & Design	1/15/2004	T0400432C	7/16/2003	T0400432C	REGISTERED		25
	25 - Clothing, overcoats, jackets, suits, blouses, jerseys, shirts, jerseys, skirts, pants, shorts, ties, scarves, gloves, socks, hosiery, sweaters, belts, hats, and footwear
T00033SG00		CLOUD 9 NINE WEST	9/29/1998	s/9782/98	9/29/1998	T98/09782G	REGISTERED		25
	25 - Footwear; all included in class 25.
T20073SG00		CLOUD NINE (Word Mark)	7/29/1998	S/7644/98	7/29/1998	T98/07644G	REGISTERED		25
	25 - Clothing, footwear; headgear; including, shirts; t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, underwear, bras, panties, sweatshirts, wristbands, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, hosiery, gloves, mittens, hats, caps, berets, scarves, kerchiefs, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers and moccasins; all included in Class 25.
T20073SG02		CLOUD NINE (Word Mark)	7/29/1998	S/7643/98	9/29/1998	T98/076431	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; bags, handbags, purses, backpacks, cases, billfolds, wallets, key fobs, key cases; all including in class 18.
T30232SG00		DAVID & DAVID	1/15/2004	T0400434Z	7/16/2003	T0400434Z	REGISTERED		25
	25 - Clothing, overcoats, jackets, suits, blouses, jerseys, shirts, jerseys, skirts, pants, shorts, ties, scarves, gloves, socks, hosiery, sweaters, belts, hats, and footwear
T30233SG13		DAVID & DAVID & Design	1/15/2004	T0400433A	7/16/2003	T0400433A	REGISTERED		18
	18 - Bags and wallets
3834/0060		EASY SPIRIT (STYLIZED)	10/14/1997	S/12585/97	10/14/1997	T97/12585A	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
T20127SG0		EASY SPIRIT (Word Mark)	11/22/1988	6539/88	11/22/1988	6539/88	REGISTERED		25
	25 - Footwear.
T20150SG2		ENZO ANGIOLINI (Word Mark)	10/11/1994	S/8809/94	10/11/1994	8809/94	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, +handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
3834/0548		ENZO ANGIOLINI (Word Mark)	5/31/2000	T00/09261l	5/31/2000	T00/09261l	REGISTERED		35
	35 - Retail store services for footwear, apparel, headgear, belts, accessories, jewelry, watches, perfumes, cosmetics, handbags, bags, sport bags, small leather goods, eyewear and linens.
3834/0222		ENZO ANGIOLINI (Word Mark)	3/20/1998	S/2571/98	3/20/1998	T98/02571J	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
T20150SG1		ENZO ANGIOLINI (Word Mark)	11/19/1992	S/8840/92	11/19/1992	B8840/92	REGISTERED		25
	25 - Shoes, boots, moccasins and sandals, all included in Class 25.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 78

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SINGAPORE continued...
T30233SG06		JOAN & DAVID		T90/00629F	1/19/1997	00629F	REGISTERED		18
	18 - Handbags, namely, ladies’ handbags, and small leather articles
T30233SG07		JOAN & DAVID	1/19/1997	T9000630Z	1/19/1997	00630Z	REGISTERED		25
	25 - Footwear
T30233SG08		JOAN & DAVID	4/2/2002	T0204296A	5/20/2003	T0204296A	REGISTERED		35
	35 - Retail store services
T30233SG09		JOAN AND DAVID		na	5/26/1995	T88/02602A	REGISTERED		25
	25 - Footwear
T30237SG00		JOAN HELPERN SIGNATURE	11/14/1995	na	11/14/1995	T9510963H	REGISTERED		18
	18 - Handbags and leather goods
T30237SG01		JOAN HELPERN SIGNATURE	11/14/1995	1096495	11/14/1995	T9510964F	REGISTERED		25
	25 - Footwear
T20200SG0		JOYCE	3/13/1975	63623	3/13/1975	B63623	REGISTERED		25
	25 - Boots, shoes, slippers and sandals.
T30202SG00		NINE WEST (Word Mark)	10/19/2006	T06/22274C	10/19/2006	T06/22274C	REGISTERED		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
T30202SG01		NINE WEST (Word Mark)	5/25/2005	T05/08652H	5/26/2005	T05/08652H	REGISTERED		25
	25 - Clothing, footwear, headgear
T30202SG02		NINE WEST (Word Mark)	5/26/2005	T05/08654D	5/26/2005	T05/08654D	REGISTERED		35
	35 - Retail Services
T30202SG03		NINE WEST (Word Mark)	5/26/2005	T05/06943	5/26/2005	T05/08651z	REGISTERED		18
	18 - Handbags, credit card holders, knapsacks, billfold, wallets, key cases, traveling bags, umbrellas, goods made of leather or imitations of leather.
3834/0061/SG		NINE WEST LOGO	10/6/1994	S/8691/94	10/6/1994	8691Z	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
T20247SG1		NINE WEST LOGO	11/25/1992	S/9002/92	11/25/1992	T92/09002	REGISTERED		25
	25 - Shoes, boots, moccasins and sandals, jackets, trousers, skirts, pants, shorts, sweaters, jerseys, sweat suits, hats, berets and caps, all included in Class 25.
3834/0236		NINE WEST LOGO	3/20/1998	S/2570/98	3/20/1998	T98/02570B	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords
3834/0028		NINE WEST LOGO	8/12/1998	S9059/98	8/12/1998	T98/08059B	REGISTERED		14
	14 - Jewelry and watches.
3834/0584		NW NINE WEST	5/31/2000	T00/09262G	5/31/2000	T00/0-9262G	REGISTERED		18
	18 - Bags, handbags, leather goods.
3834/0585SG		NW NINE WEST	5/31/2000	T00/09263E	5/31/2000	t00/09263E	REGISTERED		25
	25 - Footwear and clothing.
3834/0603		NW NINE WEST	5/31/2000	T00/09264C	5/31/2000	T00/09264C	REGISTERED		35
	35 - Retail store services for footwear, apparel, headgear, belts, accessories, jewelry, watches, perfumes, cosmetics, handbags, bags, sport bags, small leather goods, eyewear and linens.
3834/0641		NW NINE WEST MEN and Arrow Design	8/14/2000	T00/14166J	8/14/2000	T00/14166J	REGISTERED		25
	25 - Footwear, clothing, headgear for men and boys; shoe boots, moccasins and sandals, coats, jackets, parkas, ponchos, rainwear, trousers, pants, shorts, suits, slacks, jeans, vests, sweaters, shirts, t-shirts, jogging suits, belts, socks, lounge-wear, jerseys, sweat shirts, sweat pants, neckwear, ties, scarves, gloves, mittens, hats, berets and caps.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 79

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SINGAPORE continued...
T15882SG11		NW NINE WEST MEN and Arrow Design	8/14/2000	T00/14165B	8/14/2000	T00/14155B	REGISTERED		18
	18 - Goods made of leather and imitations of leather, namely, bags, satchels, shoulder bags, totes, suitcases, briefcases, toiletry article cases, backpacks, knapsacks, trunks, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking
T20265SG0		PAPPAGALLO & DESIGN	11/25/1981	T81/05214J	11/25/1981	T81/05214J	REGISTERED		25
	25 - Ladies’ shoes, dresses, blouses, coats, sweaters, belts, panty hose, scarves and smocks.
T30232SG01		SAM & LIBBY		T9006617E	9/24/1997	T9006617E	REGISTERED		25
	25 - Footwear
T15976SG00		SPA NINE WEST (Stylized)	10/11/1994	T94-8810F	10/11/1994	T9408810F	REGISTERED		18
	18 - Bags, handbags, purses, cases, billfolds, wallets, traveling bags, all made of leather or imitations of leather; all included in Class18
3834/0062		SPA NINE WEST (STYLIZED)	9/13/1994	S/7959/94	9/13/1994	T94/0759Z	REGISTERED		25
	25 - Shoes, boots, moccasins and sandals, jackets, trousers, skirts, pants, shorts, sweaters, jerseys, sweat suits, hats, berets and caps, all included in Class 25.
MY0006		SPA NINE WEST (STYLIZED)	10/11/1994	S/8810/94	10/11/1994	S/8810/94	REGISTERED		18
	18 - Bags, handbags, purses, cases, billfolds, wallets, traveling bags, all made of leather or imitations of leather; all included in Class 18.
T30315SG00		STUDIO 9 (Word Mark)	1/16/2006	T06/00949G	1/16/2006	T06/00949G	REGISTERED		25
	25 - Footwear, clothing, headgear.
SLOVAK REPUBLIC
3834/0513SK		EASY SPIRIT LOGO	7/27/1990	58165	1/29/1992	169,120	REGISTERED		25
	25 - Footwear.
T20150SK0		ENZO ANGIOLINI (Word Mark)	11/19/1992	73183	1/26/1996	176444	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins and sandals, headgear.
T20247SK0		NINE WEST LOGO	11/11/1992	72925	1/29/1996	176449	REGISTERED		18,25
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, packs, cases, billfolds, wallets, key fobs and key cases, traveling bags, umbrellas, walking sticks.
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins and sandals.
SOUTH AFRICA
T20003ZA00		9 & CO. (Word Mark)	11/14/1996	96/16258	11/14/1996	96/16258	REGISTERED		25
	25 - Footwear including boots, shoes and slippers
3834/0710		9 WEST (Word Mark)	3/9/1981	81/1521	3/9/1981	B81/1521	REGISTERED		25
	25 - All articles of footwear including boots, shoes and slippers.
T20011ZA0		9 WEST LOGO	2/15/1985	85/1175	2/15/1985	85/1175	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20036ZA0		BANDOLINO (Word Mark)	9/10/1982	82/7076	9/10/1982	82/7076	REGISTERED		25
	25 - Articles of clothing including footwear.
T20062ZA0		CALICO LOGO	1/23/1985	85/0527	1/23/1985	85/0527	REGISTERED		25
	25 - Shoes.
T20127ZA0		EASY SPIRIT (Word Mark)	5/25/1988	88/4151	5/25/1988	88/4151	REGISTERED		25
	25 - Footwear.
T20150ZA0		ENZO ANGIOLINI (Word Mark)	1/16/1985	85/0367	1/16/1985	85/0367	REGISTERED		25
	25 - Footwear.
T30233ZA00		JOAN & DAVID	8/1/1994	0908089	8/1/1994	808994	REGISTERED		25
	25 - Footwear
T20247ZA0		NINE WEST LOGO	12/1/1992	92/10534	12/1/1992	92/10534	REGISTERED		42
	42 - Wholesale, retail, distribution and mail order services, services connected with and ancillary to the foregoing included in the class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 80

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH AFRICA continued...
T20247ZA 1		NINE WEST LOGO	11/11/1992	92/9654	11/11/1992	92/9654	REGISTERED		25
	25 - Clothing, footwear, headgear.
3834/0078		NINE WEST LOGO	8/28/1995	95/11253	8/28/1995	95/11253	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0158		PAPPAGALLO (Word Mark)	4/16/1969	69/1641	4/16/1969	69/1641	REGISTERED		25
	25 - Articles of clothing, including footwear.
T30315ZA00		STUDIO 9 (Word Mark)	1/12/2006	2006/00828		2006/00828	REGISTERED		25
	25 - Clothing, footwear, headgear
T20382ZA0		WESTIES	1/23/1985	85/0528	1/23/1985	85/0528	REGISTERED		25
	25 - Clothing, footwear, headgear.
SOUTH KOREA
T20003KR0		9 & CO. (Logo)	10/14/1994	94-40897	1/20/1997	353992	REGISTERED		18
	18 - Briefcases, handbags, opera bags, satchels, traveling trunks, suit cases, Boston bags, knapsacks, wallets not of precious metal, name card cases, mountain climbing bags, packing bags, key cases of leatherwear, credit card cases, passport cases, razor cases and razor blade cases, check holders, gas range cases, ticket cases, diaper bags and poly-bags, straw bags.
T20003KR1		9 & CO. (Logo)	10/14/1994	94-40898	3/29/1996	336393	REGISTERED		21,25,26
	21 - Shoe brushes and shoe horns
	25 - Low shoes, boots, lace up boots, leather shoes, rubber shoes, vinyl shoes, rain shoes, arctic shoes, baseball shoes, basketball shoes, rugby shoes, handball shoes, field and track shoes, hockey shoes, golf shoes, boxing shoes, hiking shoes, fish shoes, work boots, sandal shoes, over shoes, clog, straw sandal, slippers, sandal clog, shoe string, shoe brush, shoehorn.
	26 - Shoe strings
T20011KR0		9 WEST (Stylized)	1/19/1985	688/85	1/9/1986	122311	REGISTERED		25,26
	25 - Sandal patterns, slippers, straw sandals, wooden shoes with clogs (for rainy weather), overshoes, sandals, fatigue shoes, angler shoes, hiking shoes, boxing shoes, golf shoes, hockey shoes, track racing shoes, handball shoes, rugby shoes, basketball shoes, baseball shoes, arctic shoes, rain shoes, vinyl shoes, rubber shoes, laced boots, boots and low shoes.
	26 - Shoe strings
3834/0019		9 WEST (Word Mark)	10/16/1998	1998-26966	9/13/1999	454742	REGISTERED		14
	14 - Movements for clocks and watches, lock dials, clock hands, watch springs, anchors (clock and watch-making), watch crystals, watch chains, watch cases, clockworks, barrels (clock and watch making), atomic clocks, alarm clocks, electric clocks and watches, electronic clocks and watches, control clocks, chromo graphs, chronometers, chronoscopes, table clocks, wrist watches and pocket watches, garnet, olivine (gems), malachite, diamond, opal, agate, cat’s eye, moonstone, beryl, jasper, jade, coral, crystal, alexandrite, aquamarine, quartz, paste jewelry (Costume jewelry), zircon, pearl, spinel (precious stones), cubic zirconium, christo beryl, turquoise, topaz, tourmaline, tiger eye, yellow jade and jet, ingot gold alloys, gold platings, gold leafs, wrought gold articles, gold-alloy platings, nickel silver, rhodium, ruthenium, aluminum gold, osmium, silver or silver alloy casting leafs, silver leafs, wrought silver articles, ingot silver, ingot silver alloys, iridium and palladium, earrings, badges of precious metal, buckles of precious metal, belt ornament of precious metal, pins of precious metals, medals, necklaces, rings, anklets, amulets (jewelry), brooches (jewelry), ornamental pins, charms and bracelets.
3834/0521		ANTI-GRAVITY	4/7/2000	40-2000-16672	6/25/2001	496257	REGISTERED		25
	25 - Low shoes, boots, laced boots, leather shoes, rubber shoes, vinyl shoes, rain shoes, arctic shoes, baseball shoes, basketball shoes, rugby shoes, handball shoes, track-racing shoes, hockey shoes, golf shoes, boxing shoes, hiking shoes, angler shoes, fatigues shoes, sandals, over shoes, wooden shoes with clogs (for rainy weather) straw sandals, slippers and sandal patterns
T15894KR01		BANDOLINO (Stylized)	1/7/2005	40-2005-1073	3/9/2006	40-0654272	REGISTERED		25
	25 - Breeches, riding boots, low heel shoes, boots, leather boots, leather shoes, rubber shoes, vinyl shoes, hiking shoes, over shoes, slippers, sandals, Korean clogs, galoshes, bath sandals, bath slipper, half-boots, beach shoes, laced shoes, one-piece dresses, two-piece dresses, evening dresses, evening gowns, skirts, blouses, suits, long coats, short coats, raincoats, top coats, cloaks, overcoats, jackets, sweaters, slacks, blue jean pants, blue jean shirts, blue jean shorts, sweat pants, underpants, trousers, shoes, sport shirts, body shirts, dress shirts, polo shirts, sweat shirts, cardigans, vests, leather belts, garters, stocking suspenders, sock suspenders, suspenders for clothing, lounge-wear for women (usually worn while relaxing at home), lounge-wear for men (clothing worn whole relaxing at home), lounge wear for children (clothing worn while relaxing at home), panty hose, socks, neckties, collars (clothing), mufflers, scarves, shawls, jump suits, gloves for cold weather, mittens, hats, leg warmers, jogging suits, t-shirts, tank tops, camisoles, pullovers, children’s clothes, aerobic wear, nightgowns, underwear, undershirts, bathing caps, bathing suits, bathing trunks, pajamas, sun visors.
T15894KR02		BANDOLINO (Stylized)	2/3/2005	40-2005-4954	2/28/2006	40-0653059	REGISTERED		18
	18 - Briefcases, handbags, opera bags, satchels, trunks, suit cases, Boston bags, knapsacks, wallets, name card cases, mountain climbing bags, packing bags, key cases, credit card cases, passport cases, shaving implement cases, check holders, gas range cases, ticket cases, diaper bags poly-bags, and straw bags.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 81

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued...
T00012KR00		BANDOLINO (Word Mark)	12/23/2004	41-2004-27662	3/16/2006	41-0129405	REGISTERED		35
	35 - Retail agency services of footwear, retail agency services of clothing, retail mediating services of clothing, retail agency services of bags, retail mediating services of small leather goods, retail mediating services of small leather goods, retail agency services of clutch purses, retail mediating services of key cases, retail mediating services of credit card cases, retail agency services of credit card cases, retail agency services of cosmetic cases sold empty, retail mediating services of cosmetic services sold empty, retail agency services of wallets, retail mediating services of business card cases, retail agency services of lipstick holders, retail mediating services of lipstick holders, export and import services, sales agency services, sales mediating services, other services included in this class.
3834/0152		BANDOLINO (Word Mark)	7/25/1997	34696	8/27/1999	40-0453717	REGISTERED		18
	18 - Briefcases, handbags, opera bags, satchels, trunks, suit cases, Boston bags, knapsacks, wallets, name card cases, mountain climbing bags, packing bags, key cases, credit card cases, passport cases, shaving implement cases, check holders, gas range cases, ticket cases, diaper bags and poly-bags, straw bags.
T20059KR0		CALICO	10/14/1994	94-40899	3/29/1996	336394	REGISTERED		25
	25 - Low shoes, boots, lace up boots, leather shoes, rubber shoes, vinyl shoes, rain shoes, arctic shoes, baseball shoes, basketball shoes, rugby shoes, handball shoes, field and track shoes, hockey shoes, golf shoes, boxing shoes, hiking shoes, fish shoes, work boots, sandal shoes, over shoes, clog, straw sandal, slippers, sandal clog, shoe string, shoe brush, shoehorn.
T20062KR0		CALICO LOGO	1/25/1985	998-85	1/9/1986	122313	REGISTERED		21,25,26
	21 - Shoehorn and shoe brushes
	25 - Sandal patterns, slippers, straw sandals, wooden shoes with clogs (for rainy weather) overshoes, sandals, fatigue shoes, angler shoes, hiking shoes, boxing shoes, golf shoes, hockey shoes, track-racing shoes, handball shoes, rugby shoe, basketball shoes, baseball shoes, arctic shoes rain shoes, vinyl shoes, rubber shoes, leather shoes, laced boots, boots and low shoes.
	26 - Shoe strings
T30233KR01		CIRCA JOAN & DAVID & Design	1/16/2004	4020040002274	1/24/2006	064897	REGISTERED		18,25
	18 - Handbags, namely, ladies’ handbags, and small leather articles, namely, wallets, key containers, umbrellas
	25 - Scarves, belts and women’s clothing, namely, gloves, sweaters, slacks, coats, jackets, skirts, dresses, suits
T30233KR00		CIRCA JOAN AND DAVID	1/16/2004	4020040002273	1/24/2006	0648492	REGISTERED		18,25
	18 - Handbags, namely, ladies’ handbags, and small leather articles, namely, wallets, key containers, umbrellas
	25 - Scarves, belts and women’s clothing, namely, gloves, sweaters, slacks, coats, jackets, skirts, dresses, suits
T30233KR02		DAVID & DAVID & Design	1/16/2004	4020040002275	12/29/2005	0645284	REGISTERED		18,25
	18 - Handbags, namely, ladies’ handbags, and small leather articles, namely, wallets, key containers, umbrellas
	25 - Scarves, belts and women’s clothing, namely, gloves, sweaters, slacks, coats, jackets, skirts, dresses, suits
3834/0519		EASY SPIRIT (Word Mark)	4/7/2000	2000-16670	7/23/2001	498217	REGISTERED		18
	18 - Briefcases, handbags, opera bags, satchels, traveling trunks, suit cases, Boston bags, knapsacks, wallets not of precious metal, name card cases, mountain climbing bags, packing bags, key cases of leatherwear, credit card cases, passport cases, check holders, gas range cases, ticket cases, diaper bags, poly-bags, fashion bag made of straw, purses not of precious metal, tote bags, vanity cases (empty), duffel bags, portfolios, change purses not of precious metal, coin cases.
3834/0520		EASY SPIRIT (Word Mark)	4/7/2000	2000-16671	6/25/2001	496256	REGISTERED		25
	25 - Low shoes, boots, laced boots, leather shoes, rubber shoes, vinyl shoes, rain shoes, arctic shoes, baseball shoes, basketball shoes, rugby shoes, handball shoes, track-racing shoes, hockey shoes, golf shoes, boxing shoes, hiking shoes, angler shoes, fatigue shoes, sandals, over shoes, wooden shoes with clogs (for rainy weather), straw sandals, slippers, sandal patterns.
T30198KR00		EASY SPIRIT COMFORT 2 (STYLIZED)	10/21/200	40-2004-47657	12/16/2005	643508	REGISTERED		25
	25 - Footwear
3834/0551KR		ENZO ANGIOLINI (Word Mark)	7/20/2000	2000-20510	5/31/2002	76237	REGISTERED		35
	35 - Retails agencies of clothing, retail agencies of shoes, retail agencies of socks, retail agencies of hosiery, retail agencies of bags.
T20150KR0		ENZO ANGIOLINI (Word Mark)	10/10/1994	40251	3/20/1996	335577	REGISTERED		18
	18 - Briefcases, handbags, opera bags, satchels, trunks, suit cases, boston bags, knapsacks, wallets, name card cases, mountain climbing bags, packing bags, key cases, credit card cases, passport cases, shaving implement cases, check holders, gas range cases, ticket cases, diaper bags and poly-bags, straw bags.
T20150KR1		ENZO ANGIOLINI (Word Mark)	1/18/1985	592/85	1/9/1986	122310	REGISTERED		21,25,26
	21 - Shoe brushes and shoehorns
	25 - Sandal patterns, slippers, straw sandals. wooden shoes with clogs for rainy weather), overshoes, sandals, fatigue shoes, angler shoes, hiking shoes, boxing shoes, golf shoes, hockey shoes, track-racing shoes, handball shoes, rugby shoes, basketball shoes, baseball shoes, arctic shoes, rain shoes, vinyl shoes, rubber shoes, leather shoes, laced boots, boots and low shoes.
	26 - Shoe strings

Owner Trademark Report by Mark Printed: 5/7/2009 Page 82

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued...
T30233KR03		JOAN & DAVID	3/5/1994	170094	7/14/1995	27785	REGISTERED		35
	35 - Retail sales services for shoes, clothing and accessories
T30233KR04		JOAN & DAVID	7/11/1990	20018170	1/30/1992	232506	REGISTERED		9,10,25
	9 - Fire clothing
	10 - Sanitary masks
	25 - Belts, neckties, dress shirts, blouses, jackets, trousers, socks, hats
T30233KR05		JOAN AND DAVID	4/22/1988	945688	6/14/1989	172099	REGISTERED		18,25
	18 - Umbrellas; oilpaper umbrellas; parasols; walking sticks
	25 - Low shoes; boots; laced boots; leather shoes; rubber shoes; vinyl shoes; sandals; straw sandals; clogs; slippers; sandal clogs
T30233KR07		JOAN AND DAVID	4/22/1988	1988-9457	9/19/1989	179018	REGISTERED		14,24,25 26
	14 - Bracelets; brooches; rings; tie pins; badges; medals; insignias; buckles
	24 - Handkerchiefs; towels; wrapping cloths
	25 - Ceremonial dresses; business suits; suit trousers; evening dresses; suits; skirts; children’s clothes; overcoats; short coats; raincoats; mantles; jumpers; sweaters; cardigans; vests; dress shirts; collars; cuffs; blouses; sport shirts; polo shirts; undershirts; underpanties; combinations; chemises; slips; petticoats; corsets; brassiere; swimsuits; sleeping garments; pajamas; negligees; night gowns; socks; stockings; Boseon (Korean socks); Boseon covers; scarves; neckties; gaiters; aprons; sporting stockings; bibs; tights; hats
	26 - Ornamental ribbons; laces (except for embroidered lace); pigtail ribbons; hair ribbons; hair pins
T30232KR00		MOOTSIES TOOTSIES			10/21/1994	30089	REGISTERED		25
	25 - Women’s shoes, children’s shoes, sneakers, boots, sandals and slippers
T30078KR01		NINE & COMPANY (Logo)	11/14/2001	40-2001-50206	2/27/2003	40-542173	REGISTERED		25
	25 - Low heel shoes, boots, lace-up boots, leather boots, leather shoes, rubber shoes, vinyl shoes, hiking shoes, over shoes, slippers, sandals, clogs, one piece cresses, two piece dresses, evening gowns, skirts, blouses, suits, long coats, short coats, raincoats, top coats, sweaters, jackets, slacks, jean pants, jean shorts, sweat pants, underpants, trousers, shorts, sport shirts, body shirts, dress shirts, polo shirts, sweat shirts, cardigans, vests, leather belts, garters, stocking suspenders, sock suspenders, suspenders for clothing, lounge-wear for women (usually worn while relaxing at home), lounge-wear for me (clothing work while relaxing at home), lounge-wear for children (clothing usually work while relaxing at home), pantyhose, socks, neckties, collars (clothing), mufflers, scarves, shawls, jump suits, gloves for cold weather, mittens, hats, leg warmers, jogging suits, t-shirts, tank tops, camisoles and pullovers.
3834/0153		NINE WEST (Stylized)	7/12/1997	32419	9/10/1998	420,617	REGISTERED		25
	25 - Low shoes, boots, lace up boots, leather shoes, rubber shoes, vinyl shoes, rain shoes, arctic shoes, baseball shoes, basketball shoes, rugby shoes, handball shoes, field and track shoes, hockey shoes, golf shoes, boxing shoes, hiking shoes, fish shoes, work boots, sandal shoes, over shoes, clog, straw sandal, slippers, sandals clog, shoe string, shoe brush and shoe horn.
T30202KR00		NINE WEST (Word Mark)	5/13/2005	40-2005-21717	5/3/2006	660767	REGISTERED		9,18
	9 - Dust goggles, common eyeglasses, goggles for sports sunglasses, frames, eyeglass cases, eyeglass chains, eyeglass cords.
	18 - Briefcases, opera bags, satchels, traveling trunks, wallt not of precious metal, key cases made of leather ware, suit cases, tote bags, shoulder bags, back packs, knapsacks, Boston bags, name card cases, mountain climbing bags, packing bags, credit card cases, passport cases, check holders, gas range cases, ticket cases, poly bags and fashion bags made of straw.
3834/0029		NINE WEST (Word Mark)	10/16/1998	1998-26967	9/13/1999	454743	REGISTERED		14
	14 - Movements for clocks and watches, lock dials, clock hands, watch springs, anchors (clock and watch-making), watch crystals, watch chains, watch cases, clockworks, barrels (clock and watch making), atomic clocks, alarm clocks, electric clocks and watches, electronic clocks and watches, control clocks, chromo graphs, chronometers, chronoscopes, table clocks, wrist watches and pocket watches, garnet, olivine (gems), malachite, diamond, opal, agate, cat’s eye, moonstone, beryl, jasper, jade, coral, crystal, alexandrite, aquamarine, quartz, paste jewelry (Costume jewelry), zircon, pearl, spinel (precious stones), cubic zirconium, christo beryl, turquoise, topaz, tourmaline, tiger eye, yellow jade and jet, ingot gold alloys, gold platings, gold leafs, wrought gold articles, gold-alloy platings, nickel silver, rhodium, ruthenium, aluminum gold, osmium, silver or silver alloy casting leafs, silver leafs, wrought silver articles, ingot silver, ingot silver alloys, iridium and palladium, earrings, badges of precious metal, buckles of precious metal, belt ornament of precious metal, pins of precious metals, medals, necklaces, rings, anklets, amulets (jewelry), brooches (jewelry), ornamental pins, charms and bracelets.
3834/0594KR		NINE WEST (Word Mark)	7/20/2000	2000-20511	2/19/2002	73677	REGISTERED		35
	35 - Retail agencies of clothing, retail agencies of shoes, retail agencies of socks, retail agencies of hosiery, retail agencies of bags and retail agencies of eyeglasses.
T30202KR03		NINE WEST (Word Mark)	7/20/2000	40-2000-35081	11/23/2001	507270	REGISTERED		25
	25 - Low heel shoes, boots, lace-up boots, leather shoes, rubber shoes, vinyl shoes, hiking shoes, over shoes, slippers, sandals, clogs, one-piece dresses, two-piece dresses, evening gowns, skirts, blouses, suits, long coats, short coats, raincoats, top coats, sweaters, jacket, slacks, jeans pants, jean shorts, sweat pants, under pants, trousers, shorts, sport shirts, body shirts, dress shirts, polo shirts, sweat shirts, cardigans, vests, leather belts, garters, stocking suspenders, sock suspenders, suspenders for clothing, lounge-wear for women (clothing usually worn while relaxing at home), lounge-wear for men (clothing usually worn for relaxing at home), lounge wear for children (clothing usually worn while relaxing at home), pantyhose, socks, neckties, collars(clothing) mufflers, scarves, shawls, jump suits, gloves for cold

Owner Trademark Report by Mark Printed: 5/7/2009 Page 83

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued...
T20247KR0		NINE WEST LOGO	10/10/1994	94-40252	3/20/1996	335576	REGISTERED		18
	18 - Briefcases, handbags, opera bags, satchels, trunks, suit cases, boston bags, knapsacks, wallets, name card cases, mountain climbing bags, packing bags, key cases, credit card cases, passport cases, shaving implement cases, check holders, gas range cases, ticket cases, diaper bags and poly-bags, straw bags.
T20247KR01		NINE WEST LOGO	11/13/1993	92-31843	10/13/1993	276376	REGISTERED		21,25,26
	21 - Shoe brush and shoe horn
	25 - Low shoes, boots, lace up boots, leather shoes, rubber shoes, vinyl shoes, rain shoes, arctic shoes, baseball shoes, basketball shoes, rugby shoes, handball shoes, field and track shoes, hockey shoes, golf shoes, boxing shoes, hiking shoes, fish shoes, work boots, sandals shoes, over shoes, clogs, straw sandals, slippers, and sandal clogs,
	26 - Shoe string.
3834/0582KR		NW NINE WEST	7/20/2000	40-2000-35082	9/17/2001	501498	REGISTERED		18
	18 - Briefcases, handbags, opera bags, satchel’s traveling trunks, suit cases, boston bags, knapsacks, wallets not of precious metal, name card cases, mountain climbing bags, packing bags, key cases of leatherwear, credit card cases, passport cases, check holders, gas range cases, ticket cases, diaper bags, poly-bags, fashion bag made of straw, purses not of precious metal, tote bags, vanity cases (empty), duffel bags, portfolios, change purses not of precious metal, and coin cases.
3834/0583		NW NINE WEST	7/20/2000	2000-35083	11/23/2001	507272	REGISTERED		25
	25 - Low heel shoes, boots, lace up boots, leather shoes, rubber shoes, vinyl shoes, hiking shoes, over shoes, slippers, sandals, clogs, one piece dresses, two piece dresses, evening gowns, skirts, blouses, suits, long coats, short coats, sweaters, jackets, slacks, jean pants, jean shorts, sweat pants, under pants, trousers, shorts, sport shirts, body shirts, dress shirts, polo shirts, sweat shirts, cardigans, vests, leather belts, garters, stocking suspenders, sock suspenders, suspenders for clothing, lounge-wear, pantyhose, socks, neckties, collars, mufflers, scarves, shawls, jump suits, gloves for cold weather, mittens, hats, leg warmers, jogging suits, and t-shirts.
3834/0604KR		NW NINE WEST	7/20/2000	41-2000-20512	2/19/2002	73678	REGISTERED		35
	35 - Retails agencies of clothing, retail agencies of shoes, retail agencies of socks, retail agencies of hosiery, retail agencies of bags and retail agencies of eyeglasses.
3834/0630KR		NW NINE WEST MEN and Arrow Design	8/3/2000	2000-37423	4/10/2002	517366	REGISTERED		18,25
	18 - Briefcases, opera bags, satchels, travelling trunks, wallets not of precious metal, key cases made of leather ware, suit cases, tote bags, shoulder bags, back packs, knapsacks, Boston bags, name card cases, mountain climbing bags, packing bags, credit card cases, passport cases, check holders, gas range cases, ticket cases, poly bags and fashion bags made of straw.
	25 - Low heel shoes, boots, lace-up boots, leather shoes, rubber shoes, vinyl shoes, hiking shoes, over shoes, slippers, sandals, clogs, shoe sole, suits, long coats, short coats, top coats, vests, sweaters, jackets, parkas, raincoats, ponchos, slacks, jean pants, jean shorts, underpants, trousers, shorts, sport shirts, body shirts, undershirts, dress shirts, polo shirts, sweat shirts, cardigans, leather belts, garters, stocking suspenders, sock suspenders, suspenders, for clothing, loungewear, socks, neckties, collars for clothing, mufflers, scarves, gloves for cold weather, mittens, hats, caps, jogging suits, T-shirts and sweat pants.
T20264KR0		PAPPAGALLO (Word Mark)	1/20/1983	745/83	11/11/1983	40-96505	REGISTERED		25
	25 - Sandal Korean clogs; Korean clogs; sandals; slippers; top boots; and leather shoes
T30232KR01		SAM & LIBBY			3/4/1992	0233562	REGISTERED		14
	14 - Jewelry; costume jewelry
T30232KR02		SAM & LIBBY			9/19/1992	0250037	REGISTERED		18,25,20 21,26
	18 - umbrellas
	25 - footwear
	20 - Fans
	21 - shoe brushes
	26 - shoestrings
T30232KR04		SAM & LIBBY			7/31/1995	0318885	REGISTERED		25
	25 - Panties, skirts, blouses, evening dresses
T30439KR00		SAM & LIBBY (in Korean Characters)	11/10/2006	40-2006-56990	12/14/2007	40-0731279	REGISTERED		14,18,25
	14 - Jewelry and costume jewelry
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear, namely, shoes, sandals, boots, slippers; clothing, namely, pants, shirts, jackets, shorts, skirts, dresses, socks; and

Owner Trademark Report by Mark Printed: 5/7/2009 Page 84

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SOUTH KOREA continued...
T30438KR00		SAM & LIBBY AND HEART DESIGN		40-2006-56889	2/21/2008	40-0738006	REGISTERED		14,18,25
	14 - Jewelry and costume jewelry
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
	25 - Footwear, namely, shoes, sandals, boots, slippers; clothing, namely, pants, shirts, jackets, shorts, skirts, dresses, socks; and
aaa90 aAQ		SELBY	8/6/1991	91-22524	11/27/1992	255155	REGISTERED		25
	25 - Leather shoes, boots, low shoes, sandal shoes, slippers, jogging shoes, tennis shoes, basketball shoes, golf shoes, mountaineering
T20333KR0		SPA NINE WEST (STYLIZED)	8/29/1994	94-34736	12/27/1995	330289	REGISTERED		25
	25 - Low shoes, boots, lace up boots, leather shoes, rubber shoes, vinyl shoes, rain shoes, arctic shoes, baseball shoes, basketball shoes, rugby shoes, handball shoes, field and track shoes, hockey shoes, golf shoes, boxing shoes, hiking shoes, fish shoes, work boots, sandal shoes, over shoes, clog, straw sandal, slippers, sandal clog, shoe string, shoe brush, and shoehorn. (Local Class 27 )
T20382KR0		WESTIES	1/23/1985	836/85	1/9/1986	122312	REGISTERED		21,25,26
	21 - Shoe brushes, and shoehorns
	25 - Overshoes, sandals, fatigue shoes, anglet shoes, hiking shoes, boxing shoes, golf shoes, hockey shoes, track-racing shoes, handball shoes, rugby shoes, basketball shoes, baseball shoes, arctic shoes, rain shoes, vinyl shoes, rubber shoes, leather shoes, laced boots, boots, lw shoes, wooden shoes with clogs (for rainy weather, straw sandals, slippers, and sandal patterns.
	26 - Shoe strings.
SPAIN
3834/0438ES		9 WEST (Word Mark)	2/4/1985	1094303	4/25/1988	1094303	REGISTERED		25
	25 - Footwear.
3834/0022		9 WEST (Word Mark)	8/10/1998	2179954	2/5/1999	2179954	REGISTERED		14
	14 - Jewelry and watches.
T20011ES0		9 WEST LOGO	3/5/1985	1097631	2/2/1988	1097631	REGISTERED		25
	25 - Footwear.
3834/0450		ANTI-GRAVITY	2/24/2000	2294002	2/24/2000	2294002	REGISTERED		25
	25 - All goods in the Class.
3834/0312		BANDOLINO (Word Mark)	3/28/1990	1559194	5/17/1994	1559194	REGISTERED		25
	25 - Footwear (except orthopedic).
T30224ES00		ENZO ANGIOLINI (Word Mark)	12/3/2001	2441376	9/5/2002	2441376	REGISTERED		18
	18 - Goods made of leather and imitations of leather, handbags, bags, purses, packs, cases, billfolds, wallets, key fobs, key cases, eyeglass cases, travelling bags, umbrellas and walking sticks.
T30224ES01		ENZO ANGIOLINI (Word Mark)	7/3/2003	2549067(2)	11/18/2003	2549067	REGISTERED		9
	9 - Eye wear, including sunglasses, and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords
3834/0437		ENZO ANGIOLINI (Word Mark)	1/24/1985	1093175	6/5/1986	1093175	REGISTERED		25
	25- All forms of footwear, including special shoes, with the express exclusion of all kinds of orthopedic footwear.
3834/0311ES		GAROLINI	5/10/1993	1760526	5/20/1994	1760526	REGISTERED		25
	25 - Sporting shoes.
T30233ES00		JOAN & DAVID	1/23/1990	M1543734	11/11/1991	M1543734	REGISTERED		25
	25 - Footwear
T30202ES00		NINE WEST (Word Mark)	12/3/2001	2441375	9/5/2002	2441375	REGISTERED		35
	35 - RETAIL STORE SERVICES
3834/0032		NINE WEST (Word Mark)	8/10/1998	2179955	8/10/1998	2179955	REGISTERED		14
	14 - Jewelry and watches.
3834/0681		NINE WEST LOGO	9/5/1995	1983481	3/5/1996	1983481	REGISTERED		18
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 85

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SPAIN continued ...
T20247ES1		NINE WEST LOGO	11/19/1992	1731213	9/6/1993	1731213	REGISTERED		25
	25 - Clothing, footwear, headgear.
T30232ES00		SAM & LIBBY		na	12/21/2004	2606095	REGISTERED		25
	25 - Apparel & Footwear
3834/0439		WESTIES	2/4/1985	1094301	5/20/1986	1094301	REGISTERED		25
	25 - Clothing, footwear, headgear.
SURINAME
3834/0690SR		JOYCE DESIGN	11/16/1950	n/a	11/21/1950	6984	REGISTERED		N/A
	N/A - Footwear, such as shoes, slippers, sandals, all of them made of leather, fabric, rubber or cork and/or combinations of these
SWEDEN
T20011SE0		9 WEST LOGO	1/17/1985	85-0417	2/13/1987	204342	REGISTERED		25
	25 - Footwear, including shoes.
3834/0674		EASY SPIRIT (Word Mark)	9/8/1988	8807575	12/14/1990	219982	REGISTERED		25
	25 - Footwear.
T30202SE01		NINE WEST (Word Mark)	2/9/2004	2004/00856	8/13/2004	368115	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harnesses and saddlery.
	25 - Clothing, footwear, headgear
T20247SE0		NINE WEST LOGO	11/18/1992	9210153	2/4/1994	255003	REGISTERED		18,25
	18 - All goods.
	25 - All goods.
T30232SE00		SAM & LIBBY			10/22/1993	252760	REGISTERED		03,014,018 025
	03 - Cosmetics
	014 - Jewelry
	018 - handbags
	025 - footwear
T20382SE0		WESTIES	1/17/1985	85-0416	6/27/1986	201812	REGISTERED		25
	25 - Shoes.
SWITZERLAND
T30233CH00		CIRCA JOAN & DAVID	1/16/2004	001762004	5/3/2004	520582	REGISTERED		18
	18 - Handbags
T30233CH01		CIRCA JOAN & DAVID & Design	1/16/2004	001772004	5/3/2004	520512	REGISTERED		18
	18 - Handbags
T20073CH01		CLOUD 9	12/1/2006	60938/2006		554.842	REGISTERED		25
	25 - Footwear
T30233CH02		DAVID & DAVID & Design	1/16/2004	001752004	5/3/2004	520581	REGISTERED		18
	18 - Handbags
T20127CH0		EASY SPIRIT (Word Mark)	9/1/1988	6236	9/1/1988	365805	REGISTERED		25
	25 - Shoes.
T20150CH0		ENZO ANGIOLINI (Word Mark)	4/1/1993	8156/1992.4	4/1/1993	409838	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins and sandals, headgear.
T20175CH0		GAROLINI	10/30/1984	5852	10/30/1984	335263	REGISTERED		25
	25 - Footwear. ASSIGNMENT FROM NINE WEST GROUP TO NINE WEST DEVELOPMENT CORPORATION. RECORDED 12/24/03.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 86

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SWITZERLAND continued ...
T30233CH03		JOAN & DAVID	4/22/1981	na	4/22/1981	312075	REGISTERED		18,25
	18 - Handbags
	25 - Footwear
T20247CH0		NINE WEST LOGO	11/11/1992	8050/1992.0	11/11/1992	404316	REGISTERED		18,25
	18 - Goods made of leather and imitations of leather, namely bags, handbags, packs, suitcases, briefcases, purses, key fobs and key cases, travelling bags, umbrellas, walking sticks.
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins and sandals.
T20298CH0		SELBY	4/16/1946	N/A	4/16/1946	343705	REGISTERED		25
	25 - Shoes made of leather, fabric, rubber or a combination of these materials.
TAIWAN
T20007TW0		9 WEST (Stylized)	2/11/1985	(74) 06215	10/1/1985	300439	REGISTERED		48
	48 - Boots, shoes.
3834/0016		9 WEST (Word Mark)	8/6/1998	87038480	8/16/1999	863972	REGISTERED		14
	14 - Jewelry and watches.
3834/0128		BANDOLINO (Stylized)	7/31/1997	86039488	11/1/1998	824663	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
3834/0130		BANDOLINO (Stylized)	7/31/1997	86039489	11/16/1998	827,011	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, shoes, boots, moccasins, sandals, slippers, socks, hosiery, caps and hats, scarves, kerchiefs.
T00012TW00		BANDOLINO (Word Mark)	6/23/2006	095032714	4/1/2007	1255967	REGISTERED		09
	09 - Eyeglass cases, eyeglass frames, eyeglasses, frames for glasses and pince-nez, optical glasses, reading eyeglasses, reading glasses, sunglasses.
T00012TW01		BANDOLINO (Word Mark)	6/23/2006	095032713	2/16/2007	1250786	REGISTERED		14
	14 - Jewelry and watches
T00012TW02		BANDOLINO (Word Mark)	6/23/2006	095032712	1/1/2007	1244698	REGISTERED		25
	25 - Shoes, boots, moccasins, sandals, slippers
T30441TW00		BOUTIQUE 9	1/5/2007	096000881	5/16/2008	1311791	REGISTERED		14,18,25
	14 - Jewelry, precious metals and their alloys, horological and other chronometric instruments
	18 - Handbags and small leather goods, leather and imitations of leather, animal skins, trunks and traveling cases; umbrellas, parasols and walking sticks; whips, harness and saddlery.
	25 - Clothing, shoes, boots, hosiery, caps, scarves, gloves (for clothing) and belts (for clothing)
T20059TW0		CALICO	11/11/1994	83068924	9/16/1996	728956	REGISTERED		25
	25 - Footwear, including shoes, boots, moccasins and sandals, headgear.
T20062TW0		CALICO LOGO	2/11/1985	(74) 06217	10/1/1985	300445	REGISTERED		48
	48 - Boots, shoes.
T30233TW00		CIRCA JOAN & DAVID	8/20/2003	092050345	5/16/2004	1101641	REGISTERED		18
	18 - Handbags, purses, wallets, tote bags and luggage.
T30233TW01		CIRCA JOAN & DAVID	8/20/2003	092050346	6/1/2004	1104477	REGISTERED		25
	25 - Clothing, overcoats, jackets, suits, blouses, jerseys, shirts, skirts, pants, shorts, ties, scarves, gloves, socks, hosiery, sweaters, belts, hats, boots, sandals.
T30233TW02		CIRCA JOAN & DAVID	8/20/2003	092050347	4/16/2004	1097849	REGISTERED		35
	35 - Retail Store services
T30233TW03		CIRCA JOAN & DAVID & Design	8/20/2003	092050351	4/15/2004	1097850	REGISTERED		35
	35 - Retail store services

Owner Trademark Report by Mark Printed: 5/7/2009 Page 87

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued...
T20073TW00		CLOUD NINE (Word Mark)	8/5/1998	87938213	11/16/2001	971508	REGISTERED		25
	25 - Clothing, shirts, t-shirts, tank tops, blouses, turtleneck, dresses, vests, sweaters, underwear, bras, panties, sweatshirts, sweatpants, wristbands, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, hosiery, gloves (clothing), mittens (clothing), hats, caps, berets, scarves, kerchiefs, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers and moccasins.
T20073TW02		CLOUD NINE (Word Mark)	8/5/1998	87038212	12/11/1999	876851	REGISTERED		18
	18 - Leather and imitations of leather, animal skins, hides; trunks and traveling bags; umbrellas, parasols, and walking sticks; bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases.
T30243TW01		COMFORT 2 (Stylized)	12/21/2004	093059535	9/1/2005	01171353	REGISTERED		25
	25 - Leather shoes, canvas shoes, rubber shoes, boots, sandals and slippers
3834/0090		EASY SPIRIT (Logo)	7/31/1997	86039487	10/16/1998	822,142	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
T00055TW00		EASY SPIRIT (Word Mark)	5/16/2005	094012089	1/16/2006	1193613	REGISTERED		09,14,18 35
	09 - Sunglasses and eyewear
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather
	35 - Retail services relating to sunglasses and eyewear; jewelry and watches; bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
3834/0304		EASY SPIRIT (Word Mark)	9/19/1988	7743384	3/16/1989	434926	REGISTERED		25
	25 - Boots, shoes.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 88

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued ...
T30326TW00		EASY SPIRIT LOGO AND CHINESE LETTERS	5/2/2006	095022259	1/1/2007	1246076	REGISTERED		18,25,35
	18 - Handbags, purses, attaché cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, luggage, cosmetic bags sold empty, briefcase type portfolios and umbrellas; small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, and change purses.
	Class 25: Clothing, namely, skirts, suits, slacks, shorts, skorts, blouses, shirts, blazers, dresses, dusters, sweaters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, T-shirts, polo shirts, denim jackets, tailored jackets, pants, sport coats; active wear, namely, sweatshirts, sweatpants, warm-up jackets, tennis skirts; outerwear, namely, overcoats, capes, fur coats, leather coats and rainwear; outerwear, namely, overcoats, capes, fur coats, leather coats and rainwear; scarves, shawls, hats, and gloves. Leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs
	Class 35: Retail Store Services
	Class 18:- Handbags, purses, attaché cases, briefcases, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, traveling trunks and valises, luggage, cosmetic bags sold empty, briefcase type portfolios and umbrellas; small leather goods, namely clutch purses, leather key cases, credit card cases, cosmetic cases sold empty, and change purses.
	Class 25: Clothing, namely, skirts, suits, slacks, shorts, skorts, blouses, shirts, blazers, dresses, dusters, sweaters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, T-shirts, polo shirts, denim jackets, tailored jackets, pants, sport coats; active wear, namely, sweatshirts, sweatpants, warm-up jackets, tennis skirts; outerwear, namely, overcoats, capes, fur coats, leather coats and rainwear; outerwear, namely, overcoats, capes, fur coats, leather coats and rainwear; scarves, shawls, hats, and gloves. Leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs
	Class 35: Retail Store Services
	25 - Clothing, namely, skirts, suits, slacks, shorts, skorts, blouses, shirts, blazers, dresses, dusters, sweaters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, T-shirts, polo shirts, denim jackets, tailored jackets, pants, sport coats; active wear, namely, sweatshirts, sweatpants, warm-up jackets, tennis skirts; outerwear, namely, overcoats, capes, fur coats, leather coats and rainwear; outerwear, namely, overcoats, capes, fur coats, leather coats and rainwear; scarves, shawls, hats, and gloves. Leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchief
	35 - Retail store services relating to: clothing, footwear, headgear, underwear, rainwear, activewear, jeans, overcoats, capes, fur coats, leather coats, swimwear, ties, socks, gloves, kerchiefs, mittens, gloves (for clothing), glasses, sin glasses, jewelry, watches, clocks, sport tote bags, beach bags, credit card cases, cosmetic cases sold empty, key cases, articles of luggage, traveling bags, purses and wallets, leather goods, umbrellas, walking sticks.
3834/0116		ENZO ANGIOLINI (STYLIZED)	9/25/1997	86049793	11/16/1998	104654	REGISTERED		35
	35 - Retail store services relating to footwear, purses and handbags.
T20150TW0		ENZO ANGIOLINI (Word Mark)	10/27/1994	83066103	9/16/1995	690948	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
T20150TW1		ENZO ANGIOLINI (Word Mark)	1/21/1985	(74)02478	9/1/1985	296264	REGISTERED		25
	25 - Boots, and shoes. (Local Class 48)
3834/0350		ENZO ANGIOLINI (Word Mark)	3/16/1998	87011601	6/1/1999	853545	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
T30233TW07		JOAN & DAVID		91998973	4/16/2003	179938	REGISTERED		35
	35 - Retail store services+
T30233TW08		JOAN & DAVID		na	2/1/1997	747580	REGISTERED		18
	18 - Handbags
T30233TW09		JOAN & DAVID		na	11/15/1998	765232	REGISTERED		25
	25 - Footwear
T30233TW10		JOAN & DAVID		na	12/15/1998	33022	REGISTERED		18
	18 - Handbags and leather goods

Owner Trademark Report by Mark Printed: 5/7/2009 Page 89

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued...
T30233TW11		JOAN & DAVID		na	3/15/2000	121745	REGISTERED		35
	35 - Retail store services
T30233TW12		JOAN AND DAVID		na	11/16/1998	420507	REGISTERED		42
	42 - Retail services
T30237TW00		JOAN HELPERN SIGNATURE and Design		na	1/16/1998	793043	REGISTERED		18
	18 - Handbags and leather goods
T30237TW01		JOAN HELPERN SIGNATURE and Design		na	7/16/1997	768591	REGISTERED		25
	25 - Footwear, Clothing, Headgear
3834/0201		JOYCE	4/19/1977	03283	11/1/1987	93047	REGISTERED		48
	48 - Footwear in Class 48.
T30232TW00		MOOTSIES TOOTSIES			9/16/2003	599986	REGISTERED		25
	25 - Footwear, shoes, boots
3834/0026		NINE WEST (Word Mark)	8/6/1998	87038481	8/16/1999	864042	REGISTERED		14
	14 - Jewelry and watches.
T30202TW01		NINE WEST (Word Mark)	10/11/2006	95051196	8/1/2007	1271926	REGISTERED		03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
T30202TW03		NINE WEST (Word Mark)	5/16/2005	094023090	12/16/2005	1186559	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather
3834/0378		NINE WEST (Word Mark)	6/9/1998	87027661	8/16/1999	113520	REGISTERED		35
	35 - Retail services relating to footwear, clothing, purses, handbags, jewelry, sunglasses, cosmetics.
3834/0327		NINE WEST (Word Mark)	3/16/1998	87011602	6/1/1999	853546	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
3834/0131		NINE WEST LOGO	9/25/1997	86049794	11/16/1998	104,655	REGISTERED		35
	35 - Retail store services relating to footwear, purses and handbags.
T20247TW1		NINE WEST LOGO	10/27/1994	83066105	10/16/1995	693580	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
T20247TW2		NINE WEST LOGO	12/11/1992	81061243	7/1/1993	602937	REGISTERED		25
	25 - Shoes, boots.
3834/0586TW		NW NINE WEST	5/26/2000	89029698	10/16/1995	974208	REGISTERED		18
	18 - Handbags, other bags, wallets, name card cases, key cases, credit card cases, passport cases, shaving implement cases, check holders, ticket cases, purse, billfolds, key fobs and pocket wallets.
T21993TW21		NW NINEWEST	5/26/2000	89029700	11/16/1998	148126	REGISTERED		35
	35 - Retail store services for footwear, apparel, headgear, belts, accessories, jewelry, watches, perfumes, cosmetics, handbags, bags, sport bags, small leather goods, eyewear and linens
T21993TW22		NW NINEWEST	5/30/2001	90021743	7/16/2002	1008243	REGISTERED		25
	25 - Scarves; neckties; bibs; caps and hats; hosiery; gloves for clothing; sashes; leggings; aprons.
3834/0642TW0		NW NINE WEST MEN and Arrow Design	7/18/2000	89041320	10/15/1995	974213	REGISTERED		18
	18 - Bags, satchels, shoulder bags, totes, suitcases, briefcases, toiletry article cases, backpacks, knapsacks, trunks, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
T15882TW12		NW NINE WEST MEN and Arrow Design			2/1/2005	983210	REGISTERED		25
	25 - Footwear, including shoes, boots, moccasins and sandals, clothing, hoods, hats and caps, earmuffs keeping warm for men and boys.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 90

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TAIWAN continued ...
T30232TW02		SAM & LIBBY	3/10/1999	na		434895	REGISTERED		25
	25 - Shoes, boots
T30232TW03		SAM & LIBBY	6/30/2001	na		527393	REGISTERED		18
	18 - handbags and slgs.
T30232TW04		SAM & LIBBY			9/16/2003	3265611	REGISTERED		25
	25 - shoes, boots, apparel
T20333TW0		SPA NINE WEST (STYLIZED)	10/27/1994	83066104	10/16/1995	693570	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks.
T20333TW1		SPA NINE WEST (STYLIZED)	8/30/1994	83055827	8/16/1995	688053	REGISTERED		25
	25 - Clothing, including outer clothing and sportswear, footwear, including shoes, boots, moccasins and sandals, headgear.
T20382TW0		WESTIES	2/11/1985	(74) 06216	10/1/1985	300443	REGISTERED		25
	25 - Boots, shoes. (Local Class 48)
THAILAND
T20041TH0		BANDOLINO (Stylized)	6/2/1992	228684	6/2/1992	228684/KOR8092	REGISTERED		25
	25 - Pumps, sneakers, sandals, gym shoes, slippers, boots, flat shoes, court shoes.
T00012TH00		BANDOLINO (Word Mark)	8/13/2004	562267	8/13/2004	Kor223658	REGISTERED		18
	18 - Handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs of leather, key cases, travel bags, umbrellas, walking
T30233TH04		CIRCA JOAN & DAVID	12/9/2005	612217	12/9/2005	Kor246299	REGISTERED		25
	25 - Shoes, sport shoes, socks and stockings
T00033TH00		CLOUD 9 NINE WEST	11/12/1998	374259	11/12/1998	Kor101935/3742	REGISTERED		25
	25 - Upper outer garments, inner upper garments, sport upper garments, pants, inner pants, sport pants, shirts, dresses, sweaters, suits, skirts, underwear, sleepwear, wristbands, scarves, shawls, ties, gloves, socks, stockings, shoes, sport shoes, hats, headbands, belts and
T20073THO1		CLOUD NINE (Word Mark)	9/8/1998	369020	9/8/1998	Kor101590/3690	REGISTERED		18
	18 - Trunks, traveling bags, rucksacks, pouches of leather, vanity cases, umbrellas, walking sticks, leather bags, nylon bags, handbags, purses, backpacks, leather cases, billfolds, wallets and key fobs of leather.
T20073TH02		CLOUD NINE (Word Mark)	9/8/1998	369021	9/8/1998	Kor100048/3690	REGISTERED		25
	25 - Upper outer garments, inner upper garments, sport upper garments, pants, inner pants, sport pants, shirts, dresses, sweaters, suits skirts, underwear, sleepwear, wristbands, scarves, shawls, ties, gloves, socks, stockings, shoes, sport shoes, hats, headbands, belts and
T20141TH0		EASY SPIRIT (Logo)	6/2/1992	228686	6/2/1992	228686/KOR8606	REGISTERED		25
	25 - Ladies’ shoes.
T30198TH00		EASY SPIRIT COMFORT 2 (STYLIZED)	12/14/2005	575706	12/14/2004	KOR227473	REGISTERED		25
	25 - 1. Cut shoes 2. Canvas Shoes 3. Rubber shoes 4. Boots 5 . Sandals 6. Slippers 7. Socks 8. Stockings
3834/0156		ENZO ANGIOLINI (Stylized)	10/14/1997	346303	10/14/1998	7287	REGISTERED		42
	42 - Retail store services.
T30224TH00		ENZO ANGIOLINI (Word Mark)	10/6/2004	273433	10/11/2004	Kor29066	REGISTERED		25
	25 - Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweatpants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves and kerchief.
3834/0242		ENZO ANGIOLINI (Word Mark)	3/26/1998	357060	3/26/1998	Kor90491	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
T20150TH1		ENZO ANGIOLINI (Word Mark)	11/18/1994	276049	11/18/1994	Kor32862	REGISTERED		18
	18 - Bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags; umbrellas and walking sticks; all of the foregoing being made of leather or imitations of leather.
T20175TH00		GAROLINI	8/20/1991	46044	8/20/1991	Kor156538	REGISTERED		25
	25 - All goods in class.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 91

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
THAILAND continued...
T20176TH0		GAROLINI (Script)	8/20/1991	461623	8/20/1991	157580	REGISTERED	38
	38 - Footwear.
T30233TH00		JOAN & DAVID	7/12/1996	312652	7/12/1996	Kor62749	REGISTERED	18
	18 - Handbags, wallets, belts, portfolios, dispatch cases, purses, card cases, bags of leather for packaging, leather key cases, money belts, umbrellas, luggage
T30233TH01		JOAN & DAVID	8/20/1990	na	8/20/1990	428505	REGISTERED	25
	25 - Footwear
T30233TH02		JOAN & DAVID	4/10/2002	484885	12/23/2002	BOR18297	REGISTERED	42
	42 - Retail services
T30237TH00		JOAN HELPERN SIGNATURE and Design	7/11/1996	312651	7/11/1996	Kor61806	REGISTERED	25
	25 - Scarves, coats, hats, dresses, sweaters, suits, skirts, shirts, blouses, stockings, gloves, underwear, robes, rainwear, raincoats, slacks, jackets, lingerie, socks, bathing suits, boots, shoes, sandals, slippers, sport shoes
T30237TH01		JOAN HELPERN SIGNATURE and Design	7/11/1996	312650	7/11/1996	KOR66377	REGISTERED	18
	18 - Handbags, wallets, belts, portfolios, dispatch cases, purses, card cases, bags of leather for packaging, leather key cases, money belts, umbrellas, luggage
T30232TH00		MOOTSIES TOOTSIES	4/29/2005	588938	4/20/2005	Kor230306	REGISTERED	18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232TH01		MOOTSIES TOOTSIES	4/29/2005	588939	4/29/2005	Kor230307	REGISTERED	25
	25 - Footwear
T30232TH02		MOOTSIES TOOTSIES	4/29/2005	588940	4/29/2005	Bor28190	REGISTERED	35
	35 - Retail store services
T30202TH04		NINE WEST (Word Mark)	5/20/2005	590870		KOR236553	REGISTERED	14
	14 - Ornamental pins, silver ornaments, ornaments of jet, personal ornaments made of jewelry, shoe ornaments of precious metal, hat ornaments of precious metal, necklaces, rings, earrings, bracelets, brooches jewelry), watches
T30202TH05		NINE WEST (Word Mark)	5/20/2005	598871	5/20/2005	KOR236554	REGISTERED	18
	18 - 1.Handbags 2. Credit card holders of leather 3. Leather shoulder belts. 4. Boxes of leather 5. Chin straps of leather 6. Collars of leather for animals. 7. Leather threads for fastening 8. Wallets 9 . Key cases 10 . Cosmetic bags sold empty.
T30202TH06		NINE WEST (Word Mark)	5/20/2005	590872		Kor236555	REGISTERED	25
	25 - 1. Upper outer garments (not being inner garments or sports garments) 2. Inner upper garments 3. Sport upper garments. 4. Pants (not being inner pants or sports pants) 5. Inner pants. 7. Shirts 8 . Dresses 9 . Sweaters 10. Suits 11. Skirts 12 . Underwear 13. Sleepwear 14. Wristbands 15. Scarves 16. Shawls 17. Ties 18 . Gloves 19 . Gloves 20. Stockings 21. (shoes (not being sport shoes) 22. Sport shoes 23. Hats 24. Headbands 25. Belts. 26 . Visors
T30202TH07		NINE WEST (Word Mark)	11/29/2006	646466	11/29/2006	Kor279801	REGISTERED	03
	03 - Perfumes, eau de toilette, cologne, fragrance sprays, soaps, skin cleansers, skin lotions and creams, moisturizers, sun tanning lotions and oils; cosmetic products, namely, face and body powders, foundation, body glitter, face glitter, lipstick, lip pencils, blush, eye shadow, eye cream, eye liner, mascara and eyebrow pencils.
T30202TH08		NINE WEST (Word Mark)	5/29/2005	590873	5/20/2005	Bor30530	REGISTERED	35
	35 - The bringing together for the benefit of others, of a variety of goods enabling customers to conveniently view and purchase those
3834/0243		NINE WEST (Word Mark)	3/26/1998	357059	3/26/1998	Kor90492	REGISTERED	09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
T20247TH0		NINE WEST LOGO	12/17/1992	238449	12/17/1992	Kor 15055	REGISTERED	25
	25 - Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweatpants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs.
T20247TH1		NINE WEST LOGO	11/18/1994	276051	11/18/1994	KOR41460	REGISTERED	18
	18 - Bags, handbags, purses, rucksacks, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks, all of the foregoing being goods made of leather or imitations of leather.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 92

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
THAILAND continued...
3834/0161		NINE WEST LOGO	10/14/1997	346302	10/14/1997	Kor7310	REGISTERED		42
	42 - Retail store services.
3834/0588		NW NINE WEST	6/16/2000	423159	6/16/2001	137408	REGISTERED		18
	18 - Trunks, traveling bags, rucksacks, pouches of leather, vanity cases, key cases of leather, card cases, umbrellas, walking stick, leather bags, nylon bags, handbags, purses, backpacks, leather cases, billfolds, wallets and key fobs of leather.
3834/0589		NW NINE WEST	6/16/2000	423158	6/16/2000	Kor137409	REGISTERED		25
	25 - Upper outer garments, inner upper garments, sport upper garments, pants, inner pants, sport pants, shirts, dresses, sweaters, suits, skirts, underwear, sleepwear, wristbands, scarves, shawls, ties, gloves, socks, stockings, shoes, sport shoes, hats, headbands, belts and
3834/0601TH		NW NINE WEST	6/16/2000	423160	6/15/2000	Bor 12798	REGISTERED		42
	42 - Management services for the retail sale of goods.
3834/0644TH		NW NINE WEST MEN and Arrow Design	9/5/2000	431392	9/5/2000	Kor140390	REGISTERED		18
	18 - Bags, satchels, shoulder bags, totes, suitcases, briefcase, toiletry article cases, backpacks, knapsacks, trunks, card cases, billfolds, wallets, key fobs of leather, key cases of leather, traveling bags, umbrellas and walking sticks
3834/0645		NW NINE WEST MEN and Arrow Design	9/5/2000	431393	9/5/2000	Kor144140	REGISTERED		25
	25 - Shirts, t-shirts, tank tops, blouses, turtlenecks, vests, sweaters, sweatshirts, sweat pants, slacks, jeans, trousers, pants, shorts, suits, warm-up suits, dresses, jackets, coats, windbreakers, parkas, ponchos, rainwear, socks, belts, ties, wristbands, gloves, mittens, shoes, sport shoes, hats, caps, scarves.
T20268TH0		PAPPAGALLO (SCRIPT)	6/2/1992	228687	6/2/1992	228687/KOR7745	REGISTERED		25
	25 - Pumps, sneakers, sandals, gym shoes, slippers, boots, flat shoes, court shoes.
T30232TH03		SAM & LIBBY	4/29/2005	588941	4/28/2005	Kor231264	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty
T30232TH04		SAM & LIBBY	4/29/2005	588942	4/29/2005	Kor231265	REGISTERED		25
	25 - Footwear
T30232TH05		SAM & LIBBY	4/28/2005	588943	4/28/2005	BOR32737	REGISTERED		35
	35 - Retail store services
T20298TH0		SELBY	6/2/1992	228689	6/2/1992	228689/KOR8096	REGISTERED		25
	25 - Pumps, sneakers, sandals, gym shoes, slippers, boots, flat shoes, court shoes.
T20333TH1		SPA NINE WEST (STYLIZED)	11/18/1994	276050	11/18/1994	276050/Kor41461	REGISTERED		18
	18 - Bags, handbags, purses, rucksacks, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks, all of the foregoing being goods made of leather or imitations of leather.
TRINIDAD & TOBAGO
T00012TT00		BANDOLINO (Word Mark)	8/22/2002	33245	7/14/2004	33245	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags umbrellas and walking
T00012TT01		BANDOLINO (Word Mark)	8/13/2002	33228	1/5/2006	33228	REGISTERED		25,35
	25 - Footwear; Clothing (not for operating rooms nor for protection against accidents, irradiation and fire) headgear for wear; shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets (clothing), coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands (clothing), gloves (clothing), mittens; leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers (non-orthopedic nor for protections against accidents, irradiation and fire; hats,
	35 - Boutiques, shops and outlets for the sale of shoes, apparel, handbags, small leather goods, umbrellas, jewelry and watches.
T00055TT00		EASY SPIRIT (Word Mark)	8/22/2002	33244	6/29/2006	33244	REGISTERED		18
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets (pocket) , key fobs, key cases, and traveling bags ; all made of leather or imitations of leather; umbrellas and walking sticks
T00055TT01		EASY SPIRIT (Word Mark)	8/13/2002	33227	1/2/2004	33227	REGISTERED		25,35
	25 - Footwear (not orthopedic), clothing, headgear for wear; shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets (clothing), coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands(clothing), gloves (clothing), mittens; leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers (non-orthopedic nor for protection against accidents, irradiation and fire); hats, scarves, kerchiefs.
	35 - Boutiques, shops and outlets for the sale of shoes, apparel, handbags, small leather goods, umbrellas, jewelry and watches.

Owner Trademark Report by Mark							Printed: 5/7/2009	Page 93
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TRINIDAD & TOBAGO continued ...
T30224TT00		ENZO ANGIOLINI (Word Mark)	8/13/2002	33226	10/23/2003	33226	REGISTERED		09,14,18 25,35
	09 - Prescription and non-prescription eyeglass and sun-glass lenses; eyeglass and sunglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets (pocket), key fobs, key cases and travelling bags, all made of leather or imitations of leather; umbrellas and walking sticks.
	25 - Footwear (not orthopedic) clothing (not for operating rooms nor for protection against accidents, irradiation and fire) headgear for wear; shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, shorts, culottes, suits, warm-up suits, jackets (clothing) coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, (clothing) gloves (clothing) mittens; leather shoes, canvas shoes, rubber shoes, boots (not for skating nor medical purposes), sandals, slippers (non-orthopedic nor for protections against accidents, irradiation and fire); hats, scarves, kerchiefs
	35 - Boutiques, shops and outlets for the sale of shoes, apparel, handbags, small leather goods, umbrellas, jewelry and watches.
T30202TT00		NINE WEST (Word Mark)	8/13/2002	33225	6/24/2004	33225	REGISTERED		09,14,18 25,35
	09 - Prescription and non-prescription eyeglass and sunglass lenses; eyeglass and sunglass frames; eyeglass cases, eyeglass chains, eyeglass cords.
	14 - Jewelry and watches
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, (pocket) key fobs, key cases, and travel bags all made of leather or imitations of leather; umbrellas and walking sticks
	25 - Footwear, (not orthopedic) clothing, (not for operating rooms nor for protection against accidents, irradiation and fire) headgear for wear. Shirts, t-shirts, tank-tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, ponchos, culottes, suits, warm-up suits, jackets,(c1othing) coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands (clothing), gloves (clothing) mittens; leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, (non-orthopedic nor for protection against accidents, irradiation and fire); hats, scarves, kerchiefs.
	35 - Boutiques, shops and outlets for the sale of shoes, apparel, handbags, small leather goods, umbrellas, jewelry and watches.
TURKEY
3834/0048TR		9 & CO. (Word Mark)	9/18/1996	96/13731	9/18/1996	176417	REGISTERED		18,25
	18 - Handbags.
	25 - Footwear.
3834/0174TR		BANDOLINO (Word Mark)	9/18/1996	96/13729	9/18/1996	176776	REGISTERED		25
	25 - Ladies shoes.
T30297TR0O		BOUTIQUE 58	8/24/2006	2006 41197	8/24/2006	2006 41197	REGISTERED		35
	35 - The bringing together, of a variety of goods, enabling customers to conveniently view and purchase those goods.
T30441TR0O		BOUTIQUE 9	1/9/2007	2007 00331	1/9/2007	2007 00331	REGISTERED		14,18,25
	14 - Jewelry; horological and chronometric instruments
	18 - Handbags and small leather goods; animal skins and hides (processed or unprocessed); goods made of leather, imitations of leather or other materials for carrying purposes, not included in other classes; umbrellas; whips
	25 - Clothing, including all kinds of innerwear and outer wear other than those for protective purposes, hosiery; footwear; headgear
T2016TR		EASY SPIRIT LOGO	5/24/1993	93/004905	5124/1993	146277	REGISTERED		25
	25 - Footwear (shoes, high boots, boots, sandals, sporting shoes, slippers).
3834/0175		ENZO ANGIOLINI (Word Mark)	9/18/1996	96/13730	9/18/1996	176,418	REGISTERED		18,25
	18 - Purses and handbags.
	25 - Shoes
T30233TR00		JOAN & DAVID	4/19/2004	2004/10778	4/19/2004	2004 10778	REGISTERED		03,14,18 25,35
	03 - Cosmetics
	14 - Jewelry
	18 - Handbags
	25 - Footwear
	35 - Retail store services

Owner Trademark Report by Mark							Printed:	5/7/2009	Page 94
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS		CLASSES
TURKEY continued...
T30202TR00		NINE WEST (Word Mark)	3/12/2004	2004 06297	3/12/2004	2004 06297	REGISTERED			09,18,25
	09 - Eyewear, including sunglasses, eye glasses and eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases and traveling bags, umbrellas and walking sticks, all made of leather or imitations of leather.
	25 - Footwear clothing, headgear. Shirts, t-shirts, tank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweat pants, pants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, leather shoes, canvas shoes, rubber shoes, boots, sandals, slippers, hats, scarves, kerchiefs.
T30202TR02		NINE WEST (Word Mark)	6/23/2003	2003/015978	6/23/2003	2003 015978	REGISTERED			35
	35 - The bringing together, of a variety of goods, enabling customers to conveniently view and purchase those goods.
3834/0177TR		NINE WEST LOGO	12/8/1992	10939/92	12/8/1992	140,741	REGISTERED			N/A
	N/A — Shoes, handbags.
UKRAINE
3834/0231 UA		EASY SPIRIT (Logo)	7/26/1994	94072488/T	6/7/1999	12025	REGISTERED			25
	25 - Clothing, footwear, headgear; all goods included in Class 25.
3834/0080UA		ENZO ANGIOLINI (Word Mark)	12/24/1993	93126088/T	6/30/1998	10019	REGISTERED			25
	25 - All goods included in Class 25.
3834/0081UA		NINE WEST LOGO	12/24/1993	93126088/T	6/30/1998	10020	REGISTERED			18,25,42
	18 - All goods included in Class.
	25 - All goods included in Class.
	42 - All services included in Class.
UNITED ARAB EMR
3834/0230		BANDOLINO (Stylized)	9/1/1997	23195	9/22/1998	18303	REGISTERED			25
	25 - Clothing, including outer clothing and sportswear; footwear, including shoes, boots, moccasins and sandals; headgear.
3834/0229		BANDOLINO (Stylized)	9/1/1997	23194	9/22/1998	18302	REGISTERED			18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, animal skins, hides, trunks and travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
T30233AE02		CIRCA JOAN & DAVID	4/27/2005	69186	12/7/2005	56415	REGISTERED			18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty, in class 18.
T30233AE03		CIRCA JOAN & DAVID	4/27/2005	69187	12/7/2005	56416	REGISTERED			25
	25 - Footwear
T30233AE04		CIRCA JOAN & DAVID	4/27/2005	69188	12/7/2005	56389	REGISTERED			35
	35 - The bringing together for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase those goods
3834/0064		EASY SPIRIT (Logo)	6/26/1995	11256	6/26/1995	11988	REGISTERED			25
	25 - Footwear.
T30224AE00		ENZO ANGIOLINI (Word Mark)	7/15/2003	54387	7/15/2003	50250	REGISTERED			09
	09 - All kinds of eyewear including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords in
3834/0051/AE		ENZO ANGIOLINI (Word Mark)	12/6/1995	14073	4/14/2002	31351	REGISTERED			25
	25 - Clothing, including outer clothing and sportswear. Footwear, including shoes, boots, moccasins and sandals. Headgear.
3834/0052AE1		ENZO ANGIOLINI (Word Mark)	12/6/1995	14074	12/6/1995	31340	REGISTERED			42
	42 - Retail store services.
T20150AE2		ENZO ANGIOLINI (Word Mark)	12/6/1995	14072	12/6/1995	31331	REGISTERED			18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
T30233AE01		JOAN & DAVID		10469	5/1/1995	41534	REGISTERED			25
	25 - shoes

Owner Trademark Report by Mark								Printed: 5/7/2009	Page 95
REFERENCE MARK				FILED	APPL#	REGDT	REG#	STATUS	CLASSES
UNITED ARAB EMR continued...
T30232AE03			MOOTSIES TOOTSIES	4/30/2005	69189	12/7/2005	56390	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty, in class 18.
T30232AE04			MOOTSIES TOOTSIES	4/30/2005	69190	12/7/2005	56391	REGISTERED		25
	25 - Footwear, in class 25.
T30202AE00			NINE WEST (Word Mark)	5/14/2005	69705	2/15/2006	57676	REGISTERED		09
	09 - Sunglasses and eyewear
T30202AE01			NINE WEST (Word Mark)	5/14/2005	69707	9/24/2006	63095	REGISTERED		18
	18 - Attache cases, briefcases, school bags, sport tote bags, duffel bags, beach bags, cosmetic bags sold empty, briefcases type portfolios, handbags, purses, knapsacks, umbrellas, tote bags, back packs, small leather goods.
T30202AE02			NINE WEST (Word Mark)	5/14/2005	69706	2/27/2006	58118	REGISTERED		14
	14 - Jewelry and watches
T30202AE03			NINE WEST (Word Mark)	5/14/2005	69708	2/27/2006	58117	REGISTERED		25
	25 - Clothing, footwear and headgear
T30202AE04			NINE WEST (Word Mark)	5/14/2005	69709	2/15/2006	57661	REGISTERED		35
	35 - Retail store services
T20247AE0			NINE WEST LOGO	6/8/1999	13960	3/8/2000	24077	REGISTERED		18
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes, animal skins, hides, trunks and travelling bags, umbrellas, parasols and walking sticks, whips, harness and saddlery.
3834/0404			NINE WEST LOGO	6/8/1999	31741	6/8/1999	24094	REGISTERED		42
	42 - Retail store services.
T30232AE00			SAM & LIBBY	4/30/2005	69194	12/7/2005	56395	REGISTERED		35
	35 - The bringing together for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase those goods, in class 35
T30232AE02			SAM & LIBBY	4/30/2005	69193	12/7/2005	56393	REGISTERED		18
	18 - Handbags and small leather goods, namely wallets, key cases, and cosmetic bags sold empty, in class 18.
T30232AE06			SAM & LIBBY	4/27/2005	69193	12/7/2005	56394	REGISTERED		25
	25 - Footwear
3834/0109			WESTIES	1/12/1999	29707	10/26/1999	22530	REGISTERED		25
	25 - All goods in the Class.
UNITED KINGDOM
3834/00209		9	WEST (Word Mark)	8/6/1998	2174122A	8/6/1998	2174122A	REGISTERED		14
	14 - Jewelry and watches.
T20039GB0			BANDOLINO (Stylized)	4/24/1991	1462536	4/24/1991	1462536	REGISTERED		25
	25 - Clothing for women, footwear and headgear, all included in Class 25.
T20036GB0			BANDOLINO (Word Mark)	11/20/1974	1038645	11/20/1974	1038645	REGISTERED		25
	25 - Footwear, being articles of clothing.
T20036GB1			BANDOLINO (Word Mark)	4/3/1991	1459853	4/3/1991	1459853	REGISTERED		18
	18 - Goods of leather, or of imitations of leather, handbags, wallets, purses and credit card holders, umbrellas and parasols, parts and fittings for all the aforesaid goods.
T30441GB00			BOUTIQUE 9	1/4/2007	2442764	1/4/2007	2442764	REGISTERED		14,18,25
	14 - Precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewelry, precious stones; horological and chronometric instruments
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery; handbags;
	25 - Clothing, footwear, headgear

Owner Trademark Report by Mark							Printed: 5/7/2009	Page 96
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
UNITED KINGDOM continued...
T20073GB00		CLOUD NINE (Word Mark)	8/9/1995	2030006	8/9/1995	2030006B	REGISTERED		25
	25 - Footwear including hosiery and socks
T20123GB0		E EASY SPIRIT LOGO	10/27/1997	2149093	10/27/1997	2149093	REGISTERED		03,18,25
	03 - Toilet water, perfume, cologne, eau de toilette, soap, body powder, body gel, body oil, hair shampoo, body lotion, face moisturizer, deodorants, antiperspirants, sunscreen preparations, cleaning and polishing preparations, all for footwear, handbags, wallets and purses.
	18 - Goods made of leather and imitations of leather, namely, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and traveling bags, parts and fittings therefor, umbrellas and walking sticks.
	25 - Clothing, including outer clothing and sportswear, belts, footwear, including shoes, boots, moccasins, slippers and sandals, hosiery, socks, headgear.
T00055GB00		EASY SPIRIT (Word Mark)	8/11/2005	2399138	8/11/2005	2399138	REGISTERED		09,14,18 25,35
	09 - Eyewear and sunglasses
	14 - Jewelry and watches
	18 - Bags, handbags and leather goods
	25 - Clothing, footwear, headgear
	35 - The bringing together for the benefit of others, of a variety of clothing, headgear, footwear, fashion accessories, bags, handbags and leather goods, enabling customers to conveniently view and purchase these goods in a department store, a retail clothing store...
3834/0303		EASY SPIRIT LOGO	3/14/1992	1494284	3/14/1992	1494284	REGISTERED		42
	42 - Professional consultancy services, advisory services, design services, provision of information, all relating to footwear, all included in Class 42.
T20141GB2		EASY SPIRIT LOGO	6/4/1990	1430070	6/4/1990	1430070	REGISTERED		03,18,21 26
	03 - Cleaning and polishing preparations,
	18 - Bags, handbags, purses and wallets, parts and fittings therefor, all included in Class 18.
	21 - brushes, sponges, articles for cleaning purposes, all for use in relation to footwear, all included in Class 21.
	26 - All goods included in Class 26.
T20141GB3		EASY SPIRIT LOGO	4/28/1987	1308501	4/28/1987	1308501	REGISTERED		03,18,21 26
	03 - All goods in Class.
	18 - All goods in Class.
	21 - All goods in Class.
	26 - All goods in Class.
T20141GB61		EASY SPIRIT LOGO	9/11/1991	1476283	9/11/1991	1476283	REGISTERED		09
	09 - Ophthalmic apparatus and instruments, lenses, spectacles, protective glasses, sunglasses, spectacle frames, contact lenses, cases, parts and fittings for all the aforesaid goods, all included in Class 9.
3834/0145		ENZO ANGIOLINI (Word Mark)	3/9/1998	2160240	3/9/1998	2160240	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
T20150GB1		ENZO ANGIOLINI (Word Mark)	1/16/1985	1233849	1/16/1992	1233849	REGISTERED		25
	25 - Footwear, being articles of clothing.
T20150GB2		ENZO ANGIOLINI (Word Mark)	2/7/1996	2055861	2/7/1996	2055861	REGISTERED		18
	18 - Goods made of leather and imitations of leather, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
T20175GB00		GAROLlNI	3/22/1983	1192621	3/22/1983	1192621	REGISTERED		25
	25 - Footwear being article of clothing
T20177GB00		GAROLINI (Stylized)	3/23/2004	2359173	3/23/2004	2359173	REGISTERED		25
	25 - ALL GOODS IN CLASS 25
T30239GB00		JD (Stylized)	1/16/1997	na	5/1/1998	2121006A	REGISTERED		18
	18 — Handbags
T30233GB02		JOAN & DAVID	7/23/1998	na	7/23/1999	1272855	REGISTERED		18,25
	18 - All goods in class.
	25 - All goods in class.

Owner Trademark Report by Mark							Printed:5/7/2009	Page 97
REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
UN/TED KINGDOM continued...
T30233GB03		JOAN &DAVID	4/13/1981	na	4/13/1981	1152454	REGISTERED		18
	18 - All goods in class.
T30233GB00		JOAN AND DAVID	4/13/1981	na	4/13/1981	1152455	REGISTERED		25
	25 - Footwear
T30237GB00		JOAN HELPERN SIGNATURE	10/13/1981	1588017	10/13/1981	1588017	REGISTERED		25
		and Design
	25 - Footwear
T20200GB0		JOYCE		807989	7/7/1995	807989	REGISTERED		25
	25 - Shoes, slippers and sandals, all for women.
T20200GB1		JOYCE	10/30/1944	632381	10/30/1944	B632381	REGISTERED		25
	25 - Shoes, slippers and sandals, all for women.
T20200GB2		JOYCE		807990	7/7/1995	B807990	REGISTERED		25
	25 - Boots, shoes, slippers and sandals.
T20209GB0		JOYCE JOY-EES	12/28/1945	643215	12/28/1945	643215	REGISTERED		25
	25 - Boots, shoes, slippers and sandals.
T30202GB00		NINE WEST (Word Mark)	8/11/2005	2399139	8/11/2005	2399139	REGISTERED		18,25,35
	18 - Accessories made of leather or imitation leather; handbags; leather goods
	25 - Clothing, footwear, headgear
	35 - The bringing together for the benefit of others, of a variety of clothing, headgear, footwear, fashion accessories, bags, handbags and leather goods, enabling customers to conveniently view and purchase these goods in a department store, a retail clothes store; a retail fashion store or a retail shoe shop, or through a clothing and accessories catalogue, by mail order or by means of telecommunications, or by means of telecommunications through a television shopping channel, or from a general merchandise catalogue, by mail order or by means of telecommunications, or from an internet web site for general merchandise for clothing and accessories.
3834/0418		NINE WEST LOGO	11/16/1992	1518898	11/16/1992	1518898	REGISTERED		25
	25 - Footwear, being articles of clothing for women, all included in Class 25.
T20247GB1		NINE WEST LOGO	8/29/1995	2031891	8/29/1995	2031891	REGISTERED		18
	18 - Goods made of leather and imitations of leather, bags, handbags, purses, packs, cases, billfolds, wallets, key fobs, key cases and travelling bags, umbrellas and walking sticks.
3834/0140		NINE WEST LOGO	3/9/1998	2,160,239	3/9/1998	2,160,239	REGISTERED		09
	09 - Sunglasses, eyeglasses, eyeglass frames, eyeglass cases, eyeglass chains, eyeglass cords.
3834/0030		NINE WEST LOGO	8/6/1998	2174122	8/6/1998	2,174,122BA	REGISTERED		14
	14 - Jewelry and watches.
3834/0699GB		NW NINE WEST	2/21/2001	2261910	2/21/2001	2261910	REGISTERED		18,25
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and traveling bags; wallets and key cases; umbrellas; parasols and walking sticks; whips, harnesses and saddlery.
	25 - Clothing, footwear, headgear.
3834/0700GB		NW NINE WEST MEN & ARROW DESIGN	2/21/2001	2262923	2/21/2001	2261913	REGISTERED		18,25
	18 - All goods in that class
	25 - All good in that class
T20269GB1		PAPPAGALLO (SCRIPT)	12/10/1984	1231809	12/10/1984	1231809	REGISTERED		26
	26 - Brooches (clothing accessories) not being jewelry; barrettes (not of precious metal or coated therewith); ornamental buttons and ornamental headbands, all included in Class 26, belt buckles and earrings, all made of common metal, ribbons and bows all for the hair, but not including any such goods in the form of, or decorated with, parrots.
T20269GB2		PAPPAGALLO (SCRIPT)	12/7/1984	1234686	12/7/1984	1234686	REGISTERED		18
	18 - Umbrellas, coin purses (not of precious metals or coated therewith), pocket wallets, card cases (in the nature of pocket wallets), key cases, briefcases, portfolios (in the nature of briefcases), handbags, dufflebags, tote bags, shoe bags, clothes carriers (travel bags),

Owner Trademark Report by Mark Printed: 5/7/2009 Page 98

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
UNITED KINGDOM continued...
T20269GB0		PAPPAGALLO (SCRIPT)	12/7/1984	1234687	12/7/1984	1234687	REGISTERED		25
	25 - Sweaters, hats, rainproof jackets, bathing suits, blazers, blouses, coats, dresses, hosiery, knickers; knee socks, gloves and belts, all being articles of clothing.
T20669GB1		PAPPAGALLO (Word Mark)	2/25/1965	876137	2/25/1965	876137	REGISTERED		25
	25 - Boots, shoes and slippers.
T20264GB1		PAPPAGALLO (Word Mark)	7/19/1990	1432992	7/19/1990	1432992	REGISTERED		09
	09 - Ophthalmic lenses, spectacles, protective glasses, sunglasses, spectacle frames, contact lenses, cases, parts and fittings for all the aforesaid goods, all included in Class 9.
T30232GB00		SAM &LIBBY	3/14/1989	1376905	3/23/1991	1376905	REGISTERED		25
	25 - Shirts, jackets, trousers, skirts, blouses, dresses, sweaters, vests, underpants, shorts, articles of sport clothing, hats and headgear, neckties, scarves, jeans, caps, gloves, belts, aprons, swimwear, sleeping garments, footwear, all included in class 25 ; but not including articles of clothing for children
3834/0693		SELBY	1/27/1994	1560317	1/27/1994	1560317	REGISTERED		25
	25 - Footwear; all included in Class 25.
T20298GB1		SELBY	6/22/1945	638134	6/22/1945	638134	REGISTERED		25
	25 - Women’s shoes.
T20353GB0		THE SHOP FOR PAPPAGALLO & DESIGN	12/7/1984	1234689	12/7/1984	1234689	REGISTERED		25
	25 - Sweaters, hats, rain-proof jackets, bathing suits, blazers, blouses, coats, dresses, hosiery, knickers, knee socks, gloves and belts, all being articles of clothing.
T20353GB1		THE SHOP FOR PAPPAGALLO & DESIGN	12/7/1984	1234688	12/7/1984	1234688	REGISTERED		18
	18 - Umbrellas, coin purses (not of precious metals or coated therewith), pocket wallets, card cases (in the nature of pocket wallets), key cases, briefcases, portfolios (in the nature of briefcases), handbags, dufflebags, tote bags, shoe bags, clothes carries (travel bags),
T20382GB0		WESTIES	1/16/1985	1233703	1/16/1985	1233703	REGISTERED		25
	25 - Footwear, being articles of clothing.
URUGUAY
T20036UY0		BANDOLINO (Word Mark)	2/9/1977	153820	10/14/1977	299497	REGISTERED		25
	25 - Espadrilles, boots, buskins, footwear (excluding orthopedic shoes), bootlegs, uppers, shoe stiffeners, canvas uppers for espadrilles, insoles for shoes, leggings, soles, slippers, shoes and clogs.
T30224UY00		ENZO ANGIOLINI (Word Mark)	12/5/2002	344747	6/16/2004	344747	REGISTERED		09,14,18
	09 - All goods in class.
	14 - All goods in class.
	18 - All goods in class.
T20150UY0		ENZO ANGIOLINI (Word Mark)	11/26/1992	258874	10/22/1993	258874	REGISTERED		25
	25 - All goods in Class 25.
T30202UY00		NINE WEST (Word Mark)	12/5/2002	344.745	10/20/2003	344.745	REGISTERED		9,14
	9 - All goods in class.
	14 - All goods in class.
T20247UY0		NINE WEST LOGO	11/20/1992	347.034	4/30/1993	347.034	REGISTERED		18,25,42
	18 - All goods and services.
	25 - All goods and services.
	42 - All goods and services.
T20286UY0		RED CROSS	2/9/1977	153818	11/26/1988	299496	REGISTERED		25
	25 - Espadrilles, boots, buskins, footwear (excluding orthopedic shoes), bootlegs, uppers, shoe stiffeners, canvas uppers for espadrilles, insoles for shoes, leggings, soles, slippers, shoes and clogs.
3834/0065		YFA BANDOLINO and Design		N/A	11/8/1996	273853	REGISTERED		25
	25 - Shoes, boots and sandals.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 99

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
VENEZUELA
3834/0566		BANDOLINO (Word Mark)	6/8/2000	9769/00	6/1/2001	P238131	REGISTERED		18
	18 - Leather and imitations of leather, and articles made from these materials and not included in other classes; skins, hides; trunks and traveling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery.
3834/0567		BANDOLINO (Word Mark)	6/8/2000	9770/00	6/1/2001	P231832	REGISTERED		25
	25 - Clothing, footwear, headgear.
T20062VE0		CALICO LOGO	1/29/1985	I924/85	1/19/1987	127456 -F	REGISTERED		25
	25 - Shoes (domestic and/or foreign goods) (Local Class 39)
3834/0390		EASY SPIRIT (Word Mark)	3/28/1990	5135/90	9/26/2005	P-264320	REGISTERED		25
	25 - Footwear.
T30224VE00		ENZO ANGIOLINI (Word Mark)	7/3/2003	8796/03	10/24/2003	50674	REGISTERED		09
	09 - All kinds of eyewear including sunglasses, eyeglasses and eyeglass frames; eyeglass cases, eyeglass chains, eyeglass cords in
T20150VE0		ENZO ANGIOLINI (Word Mark)	1/25/1985	I888/85	1/19/1987	127449 -F	REGISTERED		25
	25 - Articles of clothing, hats and footwear
T20208VE0		JOYCE DESIGN	12/29/1943	N/A	12/29/1943	14544	REGISTERED		25
	25 - Footwear, namely, shoes, slippers and sandals made of leather, fabric, rubber or cork, and/or combinations of said materials.
T30191VE00		NINE WEST (Tradename)	5/19/2003	6274/2003	7/18/2005	N-45712	REGISTERED		35
	35 - A store engaged in the sale of products such as shoes, sandals, slippers, boots, handbags, watches, jewelry, socks, belts, eyewear, sunglasses, wallets, coin purses, key cases, credit card holders, knapsacks, billfolds, traveling bags, umbrellas, shirts, t-shirts, yank tops, blouses, turtlenecks, dresses, vests, sweaters, sweatshirts, sweatpants, shorts, culottes, suits, warm-up suits, jackets, coats, windbreakers, parkas, ponchos, rainwear, stockings, socks, wristbands, gloves, mittens, scarves, kerchiefs and hats,
3834/0154VE		NINE WEST LOGO	12/17/1992	27428-92	7/7/2000	P231328	REGISTERED		25
	25 - Clothing, shoes, hats.
VIETNAM
T20039VN0		BANDOLINO (Stylized)	3/12/1993	11144	3/12/1993	9359	REGISTERED		25
	25 - Footwear.
T00012VN00		BANDOLINO (Word Mark)	8/20/2004	4-2004-08536	8/2/2006	74053	REGISTERED		18,35
	18 - Bags, handbags, purses, credit card holders, knapsacks, billfolds, wallets, key fobs, key cases, and travel bags, umbrellas and walking sticks.
	35 - Retail store services.
T20107VN0		DAVID EVINS (STYLIZED)	3/12/1993	11147	3/12/1993	9361	REGISTERED		25
	25 - Footwear.
T00055VN00		EASY SPIRIT (Word Mark)	10/4/2002	4-2002-06339	11/4/2003	50672	REGISTERED		18,25,35
	18 - Leather and imitations of leather and goods made of these materials and not included in other classes; animal skins, hides, trunks and traveling bags, umbrellas, parasols and walking sticks; whips, harnesses and saddlery.
	25 - Clothing, footwear and headgear
	35 - Retail store services, advertising; business management; business administration; office functions,
T20141VN0		EASY SPIRIT LOGO	3/12/1993	11146	3/12/1993	9691	REGISTERED		25
	25 - Footwear.
T30224VN00		ENZO ANGIOLINI (Word Mark)	10/2/2002	4-2002-06338	11/24/2003	50674	REGISTERED		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in the other classes; animal skiing, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harnesses and saddlery.
	25 - Clothing, footwear and headgear
	35 - Retail store services; Advertising, business management, business administration; office functions.
T20201VN0		JOYCE & J DESIGN	3/12/1993	11145	3/12/1993	9360	REGISTERED		25
	25 - Footwear.

Owner Trademark Report by Mark Printed: 5/7/2009 Page 100

REFERENCE		MARK	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
VIETNAM continued ...
T30202VN00		NINE WEST (Word Mark)	10/2/2002	4-2002-06337	11/24/2003	50673	REGISTERED		18,25,35
	18 - Leather and imitations of leather, and goods made of these materials and not included in other classes; animals skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harnesses and saddlery.
	25 - Clothing, footwear, headgear
	35 - Advertising; business management; business administration; office functions.
T20268VN0		PAPPAGALLO (Stylized)	3/12/1993	11150	10/11/1993	9364	REGISTERED		25
	25 - Shoes, sandals, and footwear
T20298VN0		SELBY	3/12/1993	11152	3/12/1993	9366	REGISTERED		25
	25 - Footwear
VIRGIN ISLANDS
3833/0294		9 & CO. (Word Mark)			10/13/1992	6484	REGISTERED		25
	25 - Footwear.
T00012VS01		BANDOLINO (Word Mark)			9/7/2004	7357	REGISTERED		18
	18 - Handbags and small leather goods, namely clutch purses, key cases, credit card cases, cosmetic cases sold empty, wallets, business card cases and lipstick holders.
T00012VS02		BANDOLINO (Word Mark)	8/10/2004	7358	8/10/2004	7358	REGISTERED		25
	25 - Clothing, namely, skirts, suits, slacks, shorts, blouses, shirts, blazers, dresses, dusters, sweaters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, t-shirts, polo shirts, denim jackets.
T00055VS02		EASY SPIRIT (Word Mark)			7/26/2006	7360	REGISTERED		25
	25 - Clothing for women and misses, namely, skirts, suits, slacks, shorts, blouses, shirts, dresses, coats, sweaters, cardigans, pullovers, jeans, vests, jackets, scarves and shawls
3833/0295		ENZO ANGIOLINI (Word Mark)		N/A	8/27/1985	6944	REGISTERED		25
	25 - Shoes.
YUGOSLAVIA
3834/0652		EASY SPIRIT LOGO	8/2/1990	Z-1354/90	4/13/1992	36637	REGISTERED		25
	25 - Clothing, footwear, headgear.
				END OF REPORT			TOTAL ITEMS SELECTED =		1649

TRADEMARK REGISTRATIONS
UNITED STATES

Jones Investment Co. Inc.

Owner Trademark Report by Mark
Country: US
Status:    REGISTERED Printed: 4/27/2009 Page 1

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
A LINE and Design
UNITED STATES		146563	8/26/2002	78/975,280	5/18/2004	2,844,079	REGISTERED		25
	25 - clothing, namely, blouses, cardigans, blazers, shirts, t-shirts, straight-legged trousers, sweaters
UNITED STATES		T30349US04	3/8/2005	78/582,345	9/11/2007	3,291,641	REGISTERED		009
	009 - EYEGLASS FRAMES, SUNGLASS FRAMES, SUNGLASSES, NON-PRESCRIPTION MAGNIFYING EYEGLASSES, EYEGLASS AND SUNGLASS CASES, EYEGLASS AND SUNGLASS CHAINS AND CORDS, PARTS FOR EYEGLASSES AND SUNGLASSES, CLIP-ON SUNGLASSES, SPECTACLES, EYE SHADES
A.S.L. STUDIO
UNITED STATES		116603	9/24/2002	76/452,389	8/26/2003	2,755,739	REGISTERED		25
	25 - Wearing apparel, namely, sweaters, shirts, blouses, t-shirts, pants jeans, skirts, shorts, jackets, coats, suits, raincoats, capes, ponchos shawls, scarves, and dresses
AK ANNE KLEIN
UNITED STATES		T30276US07	3/3/2005	78/579,773	7/4/2006	3.111,520	REGISTERED		14
	14 - jewelry and costume jewelry; horological and chronometric instruments, parts and accessories thereof, namely, watches, watch bands, watch straps, watch bracelets, watch chains, watch cases
UNITED STATES		T30276US08	3/4/2005	78/580,134	8/22/2006	3,132,171	REGISTERED		09
	09 - eyeglass frames, sunglass frames, sunglasses, non-prescription magnifying eyeglasses, eyeglass and sunglass cases, eyeglass and sunglass chains and cords, parts for eyeglasses and sunglasses, clip-on sunglasses, spectacles, eye shades
UNITED STATES		T30276US09	3/4/2005	78/580,195	7/4/2006	3,111,522	REGISTERED		25
	25 - Clothing, namely, swimwear; scarves; cold weather accessories, namely, hats, gloves, mittens, caps, scarves, shawls; outerwear, namely, coats, jackets, parkas, vests; belts; footwear; socks; apparel, namely, dresses, blouses, knit tops, cardigans, shirts, pants,
UNITED STATES		165699	9/17/2007	77/280,828	4/7/2009	3,603,504	REGISTERED		18
	18 - handbags, cosmetic bags sold empty.
AK ANNE KLEIN (Stylized)
UNITED STATES		T30276US06	3/8/2005	78/582,569	6/27/2006	3,108,982	REGISTERED		025
	025 - Clothing, namely, swimwear; scarves; cold weather accessories, namely, hats, gloves, mittens, caps, scarves, shawls; outerwear, namely, coats, jackets, parkas, vests; belts; footwear; socks; apparel, namely, dresses, blouses, knit tops, cardigans, shirts, pants,
AK ANNE KLEIN SPORT
UNITED STATES		T30276US03	3/3/2005	78/579,712	7/4/2006	3,111,519	REGISTERED		25
	25 - for clothing, namely, shirts, sweaters, shorts, pants, jeans, and jackets; athletic wear, namely, t-shirts, sweat pants, sweatshirts, and jackets; footwear
AK ANNE KLEIN SPORT (Stylized)
UNITED STATES		T30276US01	3/3/2005	78/579,491	7/4/2006	3,111,517	REGISTERED		14
	14 - watches
UNITED STATES		T30276US02	3/3/2005	78/579,672	7/4/2006	3,111,518	REGISTERED		25
	25 - for clothing, namely, shirts, sweaters, shorts, pants, jeans, and jackets; athletic wear, namely, t-shirts, sweat pants, sweatshirts, and jackets; footwear
AK2 ANNE KLEIN (Stylized)
UNITED STATES		T30276US00	3/3/2005	78/579,381	6/27/2006	3,108,976	REGISTERED		25
	25 - hosiery
ALBERT NIPON
UNITED STATES		116601	4/20/2001	76/244,257	3/26/2002	2,552,470	REGISTERED		25
	25 - SUITS;[ JACKETS; SKIRTS; DRESSES; PANTS, EVENING SKIRTS AND TOPS; COATS; RAINCOATS; SCARVES; POCKET SQUARES; SHELLS; BLOUSES; SHIRTS; TANK TOPS; CAMISOLES; TURTLENECKS; VESTS; DETACHABLE FUR COLLARS AND

Owner Trademark Report by Mark Printed: 4/27/2009 Page 2

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ALBERT NIPON continued...
UNITED STATES		116003	6/3/1985	73/541,173	6/3/1986	1,395,825	REGISTERED		25
	25 - men’s clothing, namely, shirts, sport shirts, knit shirts, sweaters, pants, shorts, and jackets
ALBERT NIPON (Stylized)
UNITED STATES		118345	1/13/1975	73/041,594	7/6/1976	1,042,953	REGISTERED		25
	25 - 25: WOMEN’S DRESSES, SHIRTS, SKIRTS, JACKETS, SPORTSWEAR AND OUTERWEAR CONSISTING OF COORDINATED SWEATERS, SHIRTS, SKIRTS, SLACKS AND SCARVES
ALBERT NIPON SUITS
UNITED STATES		116600	10/10/1989	73/833,749	12/11/1990	1,627,251	REGISTERED		25
	25 - WOMEN’S SUITS, SHIRTS, BLOUSES, SKIRTS, PANTS AND JACKETS
Aline (Celtic design)
UNITED STATES		T30465US00	12/6/2007	77/345,700	2/17/2009	3,577,583	REGISTERED		25
	25 - tops, bottoms
ANNE KLEIN
UNITED STATES		T30276US10	5/1/2003	78/244,332	11/1/2005	3,011,986	REGISTERED		24
	24 - Sheets, pillow cases, shams, dust ruffles, duvet covers, blankets, comforters, quilts, bath towels, beach towels, wash cloths, body sheets; hand towels made of textile; table linens, namely, napkins and place mats.
UNITED STATES		253083	2/6/2006	78/807,945	10/2/2007	3,304,360	REGISTERED		14
	14 - jewelry
UNITED STATES		114898	12/5/1975	73/071,003	8/17/1976	1,046,318	REGISTERED		14
	14 - watches
UNITED STATES		114893	1/19/1977	73/113,083	10/11/1977	1,074,926	REGISTERED		9
	9 - SUNGLASSES
UNITED STATES		114900	11/4/1975	73/067,915	11/16/1976	1,052,858	REGISTERED		18
	18 - LEATHER GOODS-NAMELY, COSMETIC CASES, CLUTCHES, PURSES, WALLETS, BILLFOLDS, CREDIT CARD CASES, CHECKBOOK HOLDERS, KEY CASES, POUCHES, TRAVEL KITS AND PASSPORT CASES
UNITED STATES		116602	1/7/1974	73/010,287	7/29/1975	1,016,890	REGISTERED		18
	18 - POCKETBOOKS
UNITED STATES		114778	4/20/1992	74/267,038	12/8/1992	1,738,435	REGISTERED		25
	25 - hosiery, including, knee-high or , cut-and-sewn specialty tights (or stockings) and socks
UNITED STATES		114891	10/18/1989	73/832,180	9/11/1990	1,613,344	REGISTERED		42
	42 - RETAIL CLOTHING STORE SERVICES
UNITED STATES		114781	3/11/1976	73/079,994	9/28/1976	1,049,090	REGISTERED		25
	25 - shoes
UNITED STATES		114779	1/7/1974	73/010,286	3/18/1975	1,006,943	REGISTERED		25
	25 - coats, suits, jackets, pants, shirts, dresses, blouses, sweaters and belts
ANNE KLEIN 2
UNITED STATES		114246	12/21/1999	75/981,328	1/22/2002	2,532,920	REGISTERED		25
	25 - SUITS
ANNE KLEIN 2 Logo
UNITED STATES		114247	4/13/2000	75/981,238	2/12/2002	2,538,614	REGISTERED		25
	25 - SUITS
ANNE KLEIN II
UNITED STATES		114250	5/15/1989	73/800,176	8/28/1990	1,611,081	REGISTERED		9
	9 - SUNGLASSES, OPHTHALMIC EYEGLASS FRAMES AND OPHTHALMIC SUNGLASS FRAMES
UNITED STATES		114252	5/15/1989	73/800,201	12/26/1989	1,573,264	REGISTERED		14
	14 - JEWELRY

Owner Trademark Report by Mark Printed: 4/27/2009 Page 3

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ANNE KLEIN NEW YORK
UNITED STATES		T30276US04	5/1/2003	78/244,345	7/19/2005	2,973,265	REGISTERED		24
	24 - sheets, pillow cases, shams, dust ruffles, duvet covers, blankets, comforters, quilts, bath towels, beach towels, wash cloths, body sheets; hand towels made of textile; table linens, namely, napkins and place mats.
UNITED STATES		T30276US12	8/2/2006	78/943,287	9/11/2007	3,292,354	REGISTERED		35
	35 - Retail store services for sale of handbags, footwear, jewelry, belts, scarves, sunglasses, watches and small gift items.
UNITED STATES		114251	12/21/2001	76/352,130	10/15/2002	2,635,031	REGISTERED		25
	25- FOOTWEAR
UNITED STATES		249617	2/6/2006	78/807,917	5/27/2008	3,438,004	REGISTERED		14,26
	14 - jewelry
	26 - [hair ornaments, namely hair bands]
ANNE KLEIN NEW YORK COLLECTION
UNITED STATES		T30433US00	10/9/2006	77/016,708	5/15/2007	3,241,183	REGISTERED		25
	25 - suits
ANNE KLEIN RAINWEAR
UNITED STATES		116344	12/2/1985	73/571,124	9/23/1986	1,410,608	REGISTERED		25
	25 - WOMEN’S RAINCOATS, RAINJACKETS
BAHAMA BEACH
UNITED STATES		T30175US00	5/15/2003	78/250,455	6/15/2004	2,855,353	REGISTERED		25
	25 - shirts, t-shirts, pants, shorts, capri pants, dresses, skirts, blouses, jackets, blazers, culottes, hats, caps, visors and belts
BLUE PACIFIC
UNITED STATES		T30136US00	7/23/2002	78/146,720	8/26/2003	2,756,186	REGISTERED		025
	025 - Men’s and Women’s clothing, namely, sweaters, pullovers, tops, blouses, t-shirts, pants, skirts, shorts, dresses and vests
BLUE PACIFIC BY ENERGIE
UNITED STATES		T30137US00	7/23/2002	78/146,725	7/1/2003	2,732,200	REGISTERED		025
	025 - Men’s and Women’s clothing, namely, sweaters, pullovers, tops, blouses, t-shirts, pants, skirts, shorts, dresses and vests
c.l.o.t.h.e.s.
UNITED STATES		T30300US00	7/25/2005	78/677,600	4/4/2006	3,077,995	REGISTERED		25
	25 - DRESSES, COATS, JACKETS, BLOUSES, SHIRTS, SWEATERS, T-SHIRTS, TANK-TOPS, CAMISOLES, VESTS, PANTS, SHORTS, JEANS, SKIRTS
CITY JONES NEW YORK
UNITED STATES		936	11/29/2000	78/036,960	10/15/2002	2,637,345	REGISTERED		25
	25 - suits, jackets, blazers, sportscoats, pants, slacks, dress slacks, [shirts], [formal wear]
CODE BLEU
UNITED STATES		168	12/20/1989	74/012,580	2/12/1991	1,634,872	REGISTERED		25
	25 - Women’s shirts
UNITED STATES		528	5/18/1984	73/480,857	5/7/1985	1,334,428	REGISTERED		25
	25 - Pants, Jackets
CODE OF ETHICS
UNITED STATES		T30464US00	10/4/2007	77/296,076	12/2/2008	3,541,374	REGISTERED		25
	25 - bottoms and tops
COTTON SPIRIT
UNITED STATES		T30104US00	10/8/1988	73,755,858	5/9/1989	1,538,271	REGISTERED		25
	25 - Sweaters, pants tops, t-shirts, shorts, tank tops, sweatshirts made of cotton.

Owner Trademark Report by Mark Printed: 4/27/2009 Page 4

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CURRANTS
UNITED STATES		T30103US02	7/24/1989	73/814,316	3/6/1990	1,585,817	REGISTERED		25
	25 - Men’s and woman’s clothing namely, shorts, tops, skirts, vests and t-shirts
DESIGN STUDIO
UNITED STATES		T30121US00	4/2/2002	78/119,062	7/29/2003	2,741,847	REGISTERED		14
	14 - jewelry
E. L.E.I. AND Design
UNITED STATES		T30159US00	7/23/2002	76/433,447	5/27/2003	2,719,197	REGISTERED		25
	25 - JEANS, PANTS, CROPPED JEANS, CAPRIS, SHORTS AND SKIRTS
ENERGIE
UNITED STATES		T30126US00	4/29/2002	78/124,848	11/22/2005	3,017,156	REGISTERED		25
	25 - CLOTHING, NAMELY, SKIRTS, SUITS, SLACKS, SHORTS, SKORTS,BLOUSES, SHIRTS, BLAZERS, DRESSES, DUSTERS, SWEATERS, CARDIGANS, PULLOVERS, JEANS, VESTS, JACKETS, SWEATERS, CAMISOLES, CULOTTES, KNIT PANTS, KNIT TOPS; TANK TOPS, T-SHIRTS, POLO SHIRTS, DENIM JACKETS, TAILORED JACKETS, PANTS, SPORT COATS; DRESS SHIRTS
UNITED STATES		T30126US01	8/3/2004	78/461,135	2/12/2008	3,381,712	REGISTERED		25
	25 - Hats, caps and belts
UNITED STATES		T30126US02	8/3/2004	78/461,150	2/12/2008	3,381,713	REGISTERED		18
	18 - Backpacks
ENERGIE (Stylized)
UNITED STATES		T30097US00	8/31/1983	73,441,758	12/6/1988	1,515,449	REGISTERED		25
	25 - ladies and junior, petite, and large size sportswear, namely, sweaters, blouses, jackets, pants, skirts, shorts and dresses
ENERGIE BI CURRANTS
UNITED STATES		T30103US03	3/30/1989	73/789,955	5/22/1990	1,597,536	REGISTERED		25
	25 - Men’s and woman’s clothing namely, shorts, tops, skirts, vests and t-shirts
ERIKA
UNITED STATES		T30107US00	2/21/1992	74,248,542	11/8/1994	1,861,857	REGISTERED		25
	25 - Clothing, namely, acrylic sweaters and pullovers, Indian gauze tops, nylon knit blouses, denim pants, skirts and vests, t-shirts, polo shirts, sweatshirts, sweatpants, denim and shorts
EVAN-PICONE
UNITED STATES		286	1/17/1968	72/289,017	8/6/1968	0,854,224	REGISTERED		25
	25 - Skirts, Suits, Slacks, Shorts, Blouses, Dresses, Coats for women and misses
UNITED STATES		294	5/3/1982	73/362,783	9/6/1983	1,250,451	REGISTERED		25
	25 - Clothing for women and misses, namely, skirts, suits, slacks, shorts, blouses, dresses, coats, sweaters, scarves, vests, jackets, camisoles, knickers, culottes, hosiery, footwear, robes and nightgowns, tailored clothing for men, namely, suits, slacks, jackets, pants, shorts, and sport coats; men’s sportswear, namely, outer jackets, sweaters, shirts, casual slacks, jeans, shorts, knit pants, and knit tops; and men’s dress shirts and neckwear; and activewear for men and women namely sweatshirts, jogging suits, running shorts, warm-up jackets, tennis shorts and shorts, racquetball outfits, crew shirts and baseball jackets.
UNITED STATES		290	5/31/1990	74/064,364	12/17/1991	1,668,985	REGISTERED		18
	18 - Luggage, handbags, purses, attaché cases, briefcases, business and credit card cases, passport cases, wallets, school bags, tote bags, all purpose sport tote bags, duffel bags, beach bags, travelling trunks and valises, cosmetic bags sold empty, briefcase type, portfolios, umbrellas, key fobs and key cases, in class 18
EVAN-PICONE SOLUTIONS
UNITED STATES		929	10/10/2000	76/143,458	12/3/2002	2,657,027	REGISTERED		25
	25 - DRESSES, SKIRTS, COATS, SUITS, JACKETS, BLOUSES, SHIRTS, SWEATERS, VESTS, PANTS, BLAZERS, SHORTS, HATS, SCARVES, HOSIERY, SOCKS, LINGERIE, SLEEPWEAR, FOOTWEAR, T-SHIRTS and PULLOVERS
EXECUTIVE SUITE
UNITED STATES		471	6/10/1980	73/265,826	11/3/1981	1,176,332	REGISTERED		25
	25 - Ladies coats, dresses, jackets, pants, skirts, shirts, blouses, sweaters, knits tops and shoes

Owner Trademark Report by Mark Printed: 4/27/2009 Page 5

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
FLEUR DE MER
UNITED STATES		T30017US00	4/13/1961	72/117,795	7/31/1962	0735,349	REGISTERED		14
	14 - Necklaces, bracelets and earrings.
G.V. Initials Design
UNITED STATES		T30124US21	7/11/1979	73/222,940	9/29/1981	1,171,375	REGISTERED		25
	25 - Women’s Clothing-Namely, Slacks and Jackets
Girl/Junior face design
UNITED STATES		T30443US17	6/5/2008	77/491,846	1/13/2009	3,560,900	REGISTERED		09
	09 - Sunglasses
GLASSTIC
UNITED STATES		T30018US01	3/17/1980	73/254,258	10/6/1981	1,172,188	REGISTERED		14
	14 - .Jewelry
GLASSTIQUE
UNITED STATES		T30006US00	6/23/1980	73/26,7365	10/6/1981	1,172,198	REGISTERED		14
	14 - Jewelry
GLO
UNITED STATES		T30124US40	4/23/2001	78/059,913	1/15/2002	2,529,980	REGISTERED		25
	25 - jackets, pants, skirts, sweaters, blouses, shirts, T-shirts, vests, shorts, tank tops, jeans, belts
GLO GIRL
UNITED STATES		T30272US01	6/14/2000	76/069,870	2/3/2004	2,810,991	REGISTERED		003
	003 - personal care products, namely, shower gel, body cleansers, bath foam, body scrub, skin glitter gel, shampoo and conditioner for hair, massage lotion, non-medicated foot lotion, lip gloss, lip shine, scented body spray, perfume, nail polish; cosmetics, namely eye liner, eye shadow, lipstick, blush, mascara, and face powder
GLORIA
UNITED STATES		T30165US00	1/27/2003	78/207,449	3/21/2006	3,070,050	REGISTERED		25
	25 - Apparel, namely pants, skirts, sweaters, blouses, shirts, T-shirts, culottes, vests, shorts, tank tops, jeans and dresses
GLORIA VANDERBILT
UNITED STATES		T30124US15	11/20/2001	76/339,925	8/10/2004	2,872,180	REGISTERED		14
	14 - JEWELRY AND WATCHES
UNITED STATES		T30124US18	6/18/1979	73/220,199	9/28/1982	1,210,561	REGISTERED		25
	25 - Wearing Apparel-Namely, Ladies’ Blouses, Knit Tops, Skirts, Trousers and Shorts
UNITED STATES		T30124US32	4/7/1994	74/510,417	4/25/1995	1,891,168	REGISTERED		25
	25 - footwear, namely boots, shoes, pumps, sneakers, clogs, slippers, sandals, and thongs
UNITED STATES		T30124US42	11/19/2003	78/330,286	11/8/2005	3,013,969	REGISTERED		24
	24 - Bed Sheets, Pillow Cases, Pillow Shams, Blankets, Duvet Covers, Comforters and Bed Spreads; Table Covers; Bath Mats and Towels
UNITED STATES		T30124US44	10/20/2004	78/502,792	1/9/2007	3,197,409	REGISTERED		027
	027 - Home furnishings, namely, bath rugs and accent rugs in Class 27
UNITED STATES		T30124US46	10/20/2004	78/502,837	7/10/2007	3,262,101	REGISTERED		20
	20 - ((Pillows, decorative pillows; Bath accessories namely shower curtain rods)) shower curtain holders
GLORIA VANDERBILT Signature
UNITED STATES		T30125US01	2/15/1991	74/140,123	7/7/1982	1,699,162	REGISTERED		25
	25 - JACKETS, PANTS, JEANS, ROMPERS, JUMPSUITS, SHORTS, SHIRTS, SWEATERS, SWEATSHIRTS, SWEAT SHORTS, VESTS, SPORTCOATS, BLAZERS, COATS, HATS, SCARVES, GLOVES, T-SHIRTS, OVERALLS, SWIMSUITS, SOCK AND UNDERWEAR, ROBES, TROUSERS, SLACKS, BLOUSES, KNIT TOPS, TOPS, SKIRTS, DRESSES, HOSIERY, PANTY HOSE, TIGHTS, STOCKINGS, LEOTARDS, SLEEPWEAR AND TOPS, STRING BIKINIS, TANK TOPS, BRAS, PANTIES & FOOTWEAR

Owner Trademark Report by Mark Printed: 4/27/2009 Page 6

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
GLORIA VANDERBILT (Signature design) (Licensed to L’Oreal)
UNITED STATES		T30124US48	4/27/1982	73/361,790	8/14/1984	1,289,670	REGISTERED		03
	03 - Perfumes, Perfume Sprays, Toilet Water, Toilet Water Sprays, Body Lotions and Body Powders
GLORIA VANDERBILT (signature) (Licensed to L’Oreal)
UNITED STATES		T30124US22	4/27/1982	73/361,790	8/14/1984	1,289,670	REGISTERED		3
	3 - Perfumes, Perfume Sprays, Toilet Water, Toilet Water Sprays, Body Lotions and Body Powders
GLORIA VANDERBILT Signature
UNITED STATES		T30125US03	10/5/1989	73/829,949	5/1/1990	1,594,237	REGISTERED		18
	18 - UMBRELLAS, WALLETS, TRAVEL BAGS, TOTE BAGS, KNAPSACKS, DUFFEL BAGS, SCHOOL BAGS, HANDBAGS, GYM BAGS, AND BRIEFCASES International
GLORlA VANDERBILT Signature and Swan Design
UNITED STATES		T30124US33	2/15/1994	74/490,960	10/24/1995	1,929,150	REGISTERED		25
	25 - men’s, women’s and children’s pants, jeans, jumpsuits, rompers, shorts, shirts, sweaters, sweatshirts, jogging suits, sportscoats, blazers, coats, vests, jackets, T-shirts, overalls, swimsuits, socks, sleepwear, robes, underwear, footwear, hats, scarves and gloves; women’s and girl’s blouses, skirts, dresses, hosiery, pantyhose, tights, stockings, leotards, underwear, briefs and tops, bras and panties
GO AK ANNE KLEIN and Design
UNITED STATES		131215	7/24/2003	78/278,362	2/1/2005	2,922,757	REGISTERED		25
	25 - women’s footwear
GRANE
UNITED STATES		T30286US00	4/7/2005	78/603,853	9/25/2007	3,299,051	REGISTERED		25
	25 - Clothing, namely, pants, skirts, [jackets] and shirts
GRANE and Design
UNITED STATES		T30286US01	8/12/2005	78/691,234	10/2/2007	3,303,844	REGISTERED		25
	25 - Clothing, namely, pants, skirts, [jackets] and shirts
GV back pocket design
UNITED STATES		T30124US14	12/9/2000	76/126,193	5/21/2002	2,572,330	REGISTERED		25
	25 - WOMEN’S AND CHILDREN’S PANTS, JEANS, SHORTS, SKIRTS AND OVERALLS
UNITED STATES		T30124US47	3/14/2007	77/131,070	3/25/2008	3,400,881	REGISTERED		25
	25 - bottoms
Humming Bird Design (GRANE)
UNITED STATES		T30456US00	4/12/2007	77/155,058	12/25/2007	3,359,199	REGISTERED		25
	25 - pants, skirts, jackets
INVISIBLE ESSENTIALS
UNITED STATES		T30463US00	9/27/2007	77/290,641	12/2/2008	3,541,348	REGISTERED		25
	25 - underwear
JEANSTAR
UNITED STATES		T30200US00	1/22/2004	78/355,874	1/25/2005	2,920,862	REGISTERED		025
	025 - Clothing, namely, dresses, skirts, pants, shorts, tops, shirts, blouses, jumpsuits and jackets
JEANSTAR (stylized)
UNITED STATES		T30200US01	1/22/2004	78/355,895	4/26/2005	2,943,778	REGISTERED		025
	025 - Clothing, namely, dresses, skirts, pants, shorts, tops, shirts, blouses, jumpsuits and jackets

Owner Trademark Report by Mark Printed: 4/27/2009 Page 7

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JJ AND DESIGN
UNITED STATES		T30053US00	1/5/1993	74/345,662	11/16/1993	1,804,362	REGISTERED		14,18
	14 - GOLD AND SILVER JEWELRY; GOLD AND SILVER ELECTROPLATED JEWELRY
	18 - LEATHER BELTS, LEATHER HANDBAGS, LEATHER PURSES.
JJ JUDITH JACK
UNITED STATES		T30050US00	3/5/1999	75/654,678	8/22/2000	2,378,930	REGISTERED		14
	14 - JEWELRY
JNY
UNITED STATES		409	2/26/1990	74/033,134	4/28/1992	1,684,843	REGISTERED		25
	25 - Women’s T-shirts, sweaters, shorts, shirts, jackets, pull-on pants blouses, vests.
UNITED STATES		485	8/1/1997	75,334,177	10/20/1998	2,197,813	REGISTERED		25
	25 - Women’s outerwear, namely, coats, jackets and raincoats
UNITED STATES		498	9/17/1997	75,358,689	11/24/1998	2,205,492	REGISTERED		18
	18 - LUGGAGE, HANDBAGS, PURSES, ATTACHÉ CASES, BRIEFCASES, BUSINESS AND CREDIT CARD CASES, PASSPORT CASES, WALLETS, SCHOOL BAGS, TOTE BAGS, ALL PURPOSE SPORT TOTE BAGS, DUFFEL BAGS, BEACH BAGS, TRAVEL BAGS, COSMETIC BAGS SOLD EMPTY, BRIEFCASE TYPE PORTFOLIOS, UMBRELLAS, KEY FOBS AND KEY CASES, IN INTERNATIONAL CLASS 18;
JNY JONES NEW YORK
UNITED STATES		934	11/28/2000	78,036,770	11/6/2001	2,504,772	REGISTERED		25
	25 - suits, jackets, blazers, sportscoats, pants, slacks, dress slacks
JONES JEANS
UNITED STATES		316	6/7/1995	74/685,505	3/11/1997	2,044,843	REGISTERED		25
	25 - Pants, [slacks, shirts, vests, jackets, skirts, dresses and shorts].
JONES NEW YORK
UNITED STATES		417	3/12/1992	74/254,881	1/5/1993	1,744,614	REGISTERED		25
	25 - Women’s intimate apparel, namely bras, panties, leggings, body suits, unitards, camisoles & chemises
UNITED STATES		477	6/19/1986	73/604,940	8/18/1987	1,453,268	REGISTERED		25
	25 - Clothing, namely men’s tailored suits and sportcoats
UNITED STATES		418	2/23/1994	74/493,787	8/1/1995	1,908,984	REGISTERED		42
	42 - Retail clothing store services
UNITED STATES		479	12/31/1984	73/515,942	9/24/1985	1,362,051	REGISTERED		25
	25 - Men’s constructed tailored sportcoats and men’s constructed tailored suits.
UNITED STATES		480	7/22/1985	73/549,488	7/1/1986	1,399,556	REGISTERED		25
	25 - Women’s, junior misses and petites clothing namely, Jackets, slacks, suits, sweaters, vests, blouses, skirts and dresses
UNITED STATES		478	1/19/1970	72,348,952	8/15/1972	941,013	REGISTERED		25
	25 - Men’s (boy’s), Junior Miss and women’s knitwear, namely, knitted and Woven sport shirts, tops, pullovers, jackets, slacks, shorts, (swim suits, sport suits, pajamas) Sweaters, Vests, (Night Shirts) and Junior Miss and Women’s lined and woven (Shells,) Blouses, Dresses, (Shifts and Robes)
UNITED STATES		416	12/18/1991	74,231,949	6/14/1994	1,839,782	REGISTERED		18
	18 - Umbrellas
UNITED STATES		420	12/29/1993	74/475,151	2/7/1995	1,877,680	REGISTERED		25
	25 - Women’s shoes sandals and boots.
UNITED STATES		413	2/26/1990	74/033,133	7/23/1991	1,651,879	REGISTERED		3
	3 - Perfumes, cologne, and toilet water
UNITED STATES		414	8/27/1990	74/091,254	11/26/1991	1,665,702	REGISTERED		9
	9 - prescription eyeglass frames

Owner Trademark Report by Mark Printed: 4/27/2009 Page 8

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JONES NEW YORK continued...
UNITED STATES		415	3/15/1991	74/148,202	9/8/1992	1,714,571	REGISTERED		18,25
	18 - Handbags
	25 - Clothing, belts.
UNITED STATES		T00103US17	12/16/2004	78/533,816	11/21/2006	3,175,112	REGISTERED		25
	25 - Cold weather accessories, namely caps, hats, scarves, mittens, gloves, and earmuffs
UNITED STATES		T00103US18	4/28/2005	78/618,624	3/17/2009	3,593,020	REGISTERED		14
	14 - earrings, bracelets, necklaces, [pins], [pendants], [rings] [watches]
UNITED STATES		T00103US20	3/19/2007	77/134,607	10/30/2007	3,323,702	REGISTERED		9
	9 - Sunglasses
JONES NEW YORK CLASSIC
UNITED STATES		588	10/27/1998	75,576,457	5/15/2001	2,451,516	REGISTERED		25
	25 - suits only as of 8 & 15 affidavit
JONES NEW YORK COLLECTION
UNITED STATES		T30203US00	2/12/2004	78/366,986	8/2/2005	2,980,952	REGISTERED		25
	25 - Clothing, namely, dresses, skirts, pants, shorts, tops, shirts, blouses, sweaters, tops, jumpsuits, jackets, vests and coats
JONES NEW YORK JEANS
UNITED STATES		T30452US00	3/7/2007	77/124,562	10/30/2007	3,323,662	REGISTERED		25
	25 - Bottoms and dresses
JONES NEW YORK PLATINUM
UNITED STATES		T30267US00	1/19/2005	78/549,728	12/13/2005	3,029,174	REGISTERED		025
	025 - Apparel, namely jackets, skirts, pants and dresses
JONES NEW YORK SIGNATURE
UNITED STATES		T30181US04	7/9/2003	78/272,140	7/20/2004	2,865,154	REGISTERED		25
	25 - Clothing namely, skirts, suits, slacks, pants, shorts, skorts, blouses, shirts, blazers, dresses, dusters, cardigans, pullovers, jeans, vests, jackets, sweaters, camisoles, culottes, knit pants, knit tops, tank tops, t-shirts, polo shirts, denim jackets, and jumpsuits
JONES NEW YORK SPORT
UNITED STATES		T00113US02	9/26/2002	78/168,300	12/2/2003	2,788,818	REGISTERED		025
	025 - CLOTHING, NAMELY, SKIRTS, SUITS, SLACKS, SHORTS, BLOUSES, DRESSES, COATS, SWEATERS, SCARVES, VESTS, JACKETS, JUMPSUITS, T-SHIRTS AND JEANS
JONES SPORT
UNITED STATES		T30320US00	1/26/2006	78/799,808	11/21/2006	3,174,175	REGISTERED		25
	25 - Outerwear namely Coats; Apparel, namely, shorts, knit tops, sweaters, jackets, pants, woven shirts.
JONES STUDIO
UNITED STATES		T00117US01	9/26/2002	78/168,308	7/6/2004	2,861,401	REGISTERED		025
	025 - CLOTHING, NAMELY, SKIRTS, SUITS, SLACKS, SHORTS, BLOUSES, DRESSES, COATS, SWEATERS, SCARVES, VESTS, JACKETS, JUMPSUITS, T-SHIRTS AND JEANS
JONES WEAR
UNITED STATES		423	7/26/1994	74/554,004	7/18/1995	1,905,736	REGISTERED		25
	25 - Women’s blouses, suits, skirts, slacks, vests, jackets, shorts, dresses, undergarments, shirts, hosiery, scarves and sweaters
UNITED STATES		422	2/2/1989	73/778,414	4/17/1990	1,592,094	REGISTERED		25
	25 - Women’s blouses
UNITED STATES		T00118US07	5/13/2005	78/629,306	8/21/2007	3,283,624	REGISTERED		9
	9 - Non-prescription sunglasses, prescription sunglasses, non-prescription eyeglasses, prescription eyeglasses, reading glasses, clip-on eyeglass frames and eyeglass frames

Owner Trademark Report by Mark Printed: 4/27/2009 Page 9

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
JONES WEAR ESSENTIALS
UNITED STATES		T30451US00	3/6/2007	77/123,304	10/30/2007	3,323,654	REGISTERED		25
	25 - tops bottoms jackets
JONES WEAR STUDIO
UNITED STATES		T30458US00	9/11/2007	77/276,262	5/20/2008	3,430,577	REGISTERED		25
	25 - tops bottoms dresses, jackets coats
JUDITH JACK
UNITED STATES		T30044US00	9/16/1991	74/203,907	8/18/1992	1,708,038	REGISTERED		14
	14 - JEWELRY
JUDITH JACK DECOR
UNITED STATES		T30228US00	6/17/2004	78/436,787	11/15/2005	3,016,350	REGISTERED		06
	06 - Decorative boxes made of metal
UNITED STATES		T30228US01	6/17/2004	78/436,793	9/12/2006	3,143,100	REGISTERED		20
	20 - Picture frames
UNITED STATES		T30228US02	6/17/2004	78/436,804	10/30/2007	3,325,694	REGISTERED		21
	21 - Compacts sold empty; Candle holders
UNITED STATES		T30228US03	6/17/2004	78/436,812	10/14/2008	3,518,109	REGISTERED		28
	28 - Christmas tree ornaments
UNITED STATES		T30228US04	6/17/2004	78/436,820	10/14/2008	3,518,110	REGISTERED		09
	09 - Magnifying glasses
UNITED STATES		T30228US05	6/17/2004	78/436,826	11/22/2005	3,018,747	REGISTERED		16
	16 - Letter openers, Desktop business card holders not made of leather
Junior face design
UNITED STATES		T30442US04	1/11/2007	77/081,076	5/6/2008	3,423,683	REGISTERED		14
	14 - Watches
KASPER
UNITED STATES		115124	4/9/1979	73/210,805	7/28/1981	1,162,830	REGISTERED		25
	25 - Wearing Apparel-Namely, Sweaters, Shirts, Blouses, T-Shirts, Pants, Jeans, Skirts, Shorts, Jackets, Coats, Suits, Raincoats, Capes, Ponchos, Shawls, Scarves, Evening Gowns, Evening Skirts and Tops, Daytime and Cocktail Dresses, Tennis Shorts, Tennis Shirts, Tennis Dresses, Fur Coats, Fur Trimmed Coats, Fur Lined Coats and Reversible Fur Coats Having Fur on One Side, Cloth on the Opposite Side and Wearable on Either Side
UNITED STATES		T30402US01	5/23/2007	77/188,383	2/19/2008	3,384,446	REGISTERED		35
	35 - Retail apparel stores
UNITED STATES		T30402US03	4/16/2008	77/449,247	11/25/2008	3,536,755	REGISTERED		25
	25 - Tops and Bottoms
L.E.I.
UNITED STATES		T30162US00	2/23/1999	75/648,417	3/7/2000	2,326,186	REGISTERED		25
	25 - Apparel, namely, jeans, shirts, jackets, vests, pants, sweaters, jump-suits, shorts, skorts, overalls, shortalls, dresses, skirts, T-shirts, and sweatpants
UNITED STATES		12333	2/23/1999	75/64,6379	11/7/2000	2,402,788	REGISTERED		25
	25 - Apparel tops, bottoms lingerie, footwear
UNITED STATES		T30162US02	5/17/1999	75/982,330	7/30/2002	2,602,044	REGISTERED		9,14
	9 - eyewear
	14 - watches

Owner Trademark Report by Mark Printed: 4/27/2009 Page 10

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
L.E.I. Design
UNITED STATES		T30155US00	2/23/1999	75/646,585	10/24/2000	2,397,083	REGISTERED		25
	25 - Apparel, namely, jeans, shirts, jackets, vests, pants, sweaters, jump-suits, shorts, skorts, overalls, shortalls, dresses, skirts, T-shirts, and sweatpants
UNITED STATES		T30155US01	2/23/1999	75/646,401	8/28/2001	2,483,062	REGISTERED		25
	25 - Apparel tops bottoms lingerie, footwear
L.E.I. LIFE ENERGY INTELLIGENCE
UNITED STATES		T30310US00	10/31/2005	78/743,570	10/10/2006	3,153,788	REGISTERED		025
	025 - Pants, jeans, skirts, jackets, vests, sweatpants, shorts, shirts, lingerie, sweaters, footwear
L.E.I. LIFE ENERGY INTELLIGENCE and Design
UNITED STATES		T30157US04	3/6/1998	751446,098	8/31/1999	2,273,883	REGISTERED		25
	25 - APPAREL, NAMELY, JEANS, SHIRTS, JACKETS, VESTS, PANTS, SWEATPANTS, JUMPSUITS, SHORTS, SKORTS, OVERALLS, SHORTALLS, DRESSES, SKIRTS, TOPS, T-SHIRTS, SWEATERS, LINGERIE, UNDERWEAR AND FOOTWEAR
L.E.I. PREMIUM
UNITED STATES		T30238US00	9/27/2004	78/490,107	8/22/2006	3,134,091	REGISTERED		25
	25 - Clothing, namely, pants, skirts and jackets
LE SUIT
UNITED STATES		118356	7/18/1997	75/327,046	9/22/1998	2,190,755	REGISTERED		25
	25 - women’s clothing, namely, suits, dresses, skirts, blouses, shells, jackets, slacks, pants, sweaters, vests, scarves and shirts
LIFE ENERGY INTELLIGENCE
UNITED STATES		T30157US00	3/8/1999	751655,201	3/7/2000	2,326,247	REGISTERED		25
	25 - Apparel, namely, jeans, shirts, jackets, vests, pants, sweaters, jump-suits, shorts, skorts, overalls, shortalls, dresses, skirts, T-shirts, and sweatpants
UNITED STATES		T30157US01	3/8/1999	75/656,110	10/24/2000	2,398,654	REGISTERED		25
	25 - Clothing, namely, tops, bottoms, lingerie, and footwear
Lion Head Design
UNITED STATES		116335	1/19/1977	73/113,082	10/11/1977	1,074,925	REGISTERED		9
	9 - sunglasses
UNITED STATES		116334	8/9/1974	73/029,040	7/29/1975	1,016,971	REGISTERED		25
	25 - COATS, (SUITS, JACKETS, PANTS, SHIRTS, DRESSES, BLOUSES, SWEATERS AND BELTS)
UNITED STATES		116338	12/5/1975	73/071,001	8/17/1976	1,046,317	REGISTERED		14
	14 - WATCHES
UNITED STATES		116333	3/11/1976	73/079,993	10/19/1976	1,050,741	REGISTERED		25
	25 - shoes
UNITED STATES		116330	8/9/1974	73/029,039	7/29/1975	1,016,891	REGISTERED		18
	18 - POCKETBOOKS
UNITED STATES		116299	11/6/1975	73/068,125	11/16/1976	1,052,859	REGISTERED		18
	18 - LEATHER GOODS-NAMELY, COSMETIC CASES, CLUTCHES, PURSES, WALLETS, BILLFOLDS, CREDIT CARD CASES, CHECKBOOK HOLDERS, KEY CASES, POUCHES, TRAVEL KITS AND PASSPORT CASES
UNITED STATES		116331	8/9/1974	73/029,041	2/3/1976	1,032,219	REGISTERED		14
	14 - JEWELRY MADE OF NON-PRECIOUS METAL

Owner Trademark Report by Mark Printed: 4/27/2009 Page 11

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
Lion’s Head Design
UNITED STATES		T30322US00	2/6/2006	78/807,930	3/17/2009	3,593,137	REGISTERED		25
	25 - belts, scarves, hats, gloves, [swimwear], leg wear, [suits], jackets, pants, shirts, dresses, blouses, sweaters, outerwear
LISNER (Stylized)
UNITED STATES		T30021US00	6/11/1959	72/075,565	12/1/1959	0689,090	REGISTERED		14
	14 - Jewelry, namely, necklaces, bracelets, earrings and brooches for personal wear or adornment, not including watches.
MAGGIE MCNAUGHTON
UNITED STATES		T30085US00	10/17/1991	74,212,908	7/6/1993	1,780,351	REGISTERED		25
	25 - CLOTHING, INCLUDING Dresses, slacks, pants, tops, shirts, blouses, shorts, jeans, tops and coordinated sets thereof.
NAPIER
UNITED STATES		T30005US00	11/12/1947	71/540,854	2/15/1949	0,506,688	REGISTERED		14
	14 - bracelets, brooches, necklaces, earrings (as of 2009 renewal)
NAPIER (Stylized)
UNITED STATES		T30007US00	1/12/1998	75/416,437	3/9/1999	2,230,536	REGISTERED		14
	14 - JEWELRY MADE OF PRECIOUS AND SEMI-PRECIOUS MATERIALS.
NMCN
UNITED STATES		T30123US00	4/9/2002	78/120,388	11/4/2003	2,780,731	REGISTERED		25
	25 - Women’s sportswear namely, sweaters, blouses, jackets, pants, skirts, vests and shorts.
NORTON MCNAUGHTON
UNITED STATES		T30094US00	10/17/1991	74,212,907	5/3/1994	1,833,865	REGISTERED		25
	25 - Women’s sportswear namely, sweaters, blouses, jackets, pants, skirts, vests and shorts.
NORTON MCNAUGHTON ESSENTIALS
UNITED STATES		T30103US10	6/14/2000	76/070,279	1/17/2006	3,043,043	REGISTERED		25
	25 - Ladies clothing, namely, t-shirts, dresses, vests, jackets, shirts, blouses, sweaters, pants, shorts, and skirts
NOW YOU’RE DRESSED
UNITED STATES		T30008US00	1/12/1998	75/416,436	11/9/1999	2,291,511	REGISTERED		14
	14 - JEWELRY MADE OF PRECIOUS AND SEMI-PRECIOUS MATERIALS.
PRIVATE PARTY
UNITED STATES		T30103US13	3/8/1990	74/036,205	11/19/1991	1,665,094	REGISTERED		25
	25 - clothing, namely, ladies knit tops
UNITED STATES		T30103US15	10/20/1989	73/832,580	5/8/1990	1,595,536	REGISTERED		25
	25 - Dresses
REFLECTIONS BY JUDITH JACK
UNITED STATES		T30051US00	4/17/1989	73/793,734	12/26/1989	1,573,260	REGISTERED		14
	14 - JEWELRY
RENA ROWAN
UNITED STATES		483	1/13/1984	73/460,825	3/19/1985	1,325,987	REGISTERED		25
	25 - Clothing, namely blouses.
UNITED STATES		T00185US02	2/19/2002	78/109,729	1/7/2003	2,672,296	REGISTERED		025
	025 - [Suits, Shirts] Dresses [Sweaters, Skirts, Pants, Shorts, Blouses, Jackets and Vests for women and misses]
RICHELIEU
UNITED STATES		T30005US03	2/6/1989	73/779,394	10/3/1989	1,558,953	REGISTERED		14
	14 - COSTUME JEWELRY

Owner Trademark Report by Mark Printed: 4/27/2009 Page 12

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
RICHELIEU (Stylized)
UNITED STATES		T30028US00	9/18/1947	71/534,908	4/26/1949	0,508,978	REGISTERED		14
	14 - MEN’S AND WOMEN’S JEWELRY 9NOT INCLUDING WATCHES), NAMELY, NECKLACES, BRACELETS, FINGER RINGS, ORNAMENTAL CLIPS, BROOCHES, EARRINGS AND COSTUME JEWELRY.
Swan Design
UNITED STATES		T30124US27	7/10/1989	73/811,815	3/13/1990	1,586,875	REGISTERED		25
	25 - WOMEN’S AND GIRLS’ PANTS, TROUSERS, JEANS, SLACKS, JUMPSUITS, SHORTS, SHIRTS, SWEATERS, SWEATSHIRTS, SWEAT SHORTS, VESTS, JACKETS, BLAZERS, T-SHIRTS, OVERALLS, SWIMSUITS, BLOUSES, KNIT TOPS, SKIRTS, DRESSES, HOSIERY, PANTY HOSE, TIGHTS, STOCKINGS, UNDERWEAR BRIEFS AND TOPS, STRING BIKINIS, TANK TOPS, FUR HATS, FUR COATS, FUR JACKETS, FUR STOLES, FUR SCARVES, BRAS AND PANTIES, HATS, SOCKS, SCARVES, GLOVES AND FOOTWEAR
Swan Design (Floating)
UNITED STATES		T30256US01	10/20/2004	78/502,718	1/2/2007	3,194,988	REGISTERED		027
	027 - Home furnishings, namely, bath rugs and accent rugs in Class 27
Swan Design (Licensed to L’Oreal)
UNITED STATES		T30124US49	2/6/1990	74/026,358	7/9/1991	1,649,898	REGISTERED		03
	03 - Perfumes, Perfume Sprays, Toilet Water, Toilet Water Sprays, Body Lotions and Body Powders
Swan Design (line drawing) (Licensed to L’Oreal)
UNITED STATES		T30124US30	2/6/1990	74/026,358	7/9/1991	1,649,898	REGISTERED		03
	03 - perfumes, perfume sprays, toilet water, toilet water sprays, body lotions and body powders
Swan Design Floating
UNITED STATES		T30124US24	8/9/1984	73/494,051	7/23/1985	1,350,752	REGISTERED		25
	25 - WOMEN’S UNDERWEAR-NAMELY, BRIEFS, T-SHIRTS, TANK TOPS, STRING BIKINIS
UNITED STATES		T30124US25	11/29/1983	73/454,714	11/19/1985	1,371,374	REGISTERED		25
	25 - SHIRTS, PANTS, TROUSERS, SKIRTS, SHORTS, JUMPSUITS, VESTS, SWEATERS, JACKETS, BLAZERS, HATS, SWEATSHIRTS, SWEAT SHORTS, AND DRESSES
UNITED STATES		T30124US29	10/5/1989	73/829,956	7/17/1990	1,606,340	REGISTERED		14
	14 - WATCHES
Swan Design with flower
UNITED STATES		T30124US17	11/18/1978	73/192,508	5/26/1981	1,155,671	REGISTERED		25
	25 - Women’s Apparel-Namely, T-Shirts, Blouses, Shirts, Jeans, Pants, Shorts, Skirts and Sweaters
THE EXECUTIVE SUITE
UNITED STATES		T30271US00	1/18/2005	78/549,080	12/27/2005	3,035,819	REGISTERED		035
	035 - Retail clothing store services
TREZA
UNITED STATES		T30042US00	10/2/1964	72/203,204	9/28/1965	0,796,735	REGISTERED		14
	14 - NECKLACES, BRACELETS AND EARRINGS.
TREZA (Stylized)
UNITED STATES		T30261US00	12/21/2004	78/536,066	1/24/2006	3,050,089	REGISTERED		035
	035 - retail store services in the field of apparel, footwear, accessories, eyewear, hosiery, belts, bags, leather goods, watches and jewelry.
TREZA and Design
UNITED STATES		T30042US01	3/28/2006	78/847,663	1/23/2007	3,201,979	REGISTERED		25
	25 - tops, pants and jackets
TREZA WOMAN
UNITED STATES		T30296US00	6/23/2005	78/657,214	8/15/2006	3,131,278	REGISTERED		35
	35 - retail store services in the field of apparel, footwear, accessories, eyewear, hosiery, belts, bags, leather goods, watches and jewelry

Owner Trademark Report by Mark Printed: 4/27/2009 Page 13

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
TRUE FREEDOM
UNITED STATES		T30464US01	10/4/2007	77/296,126	12/2/2008	3,541,375	REGISTERED		25
	25 - bottoms and tops
VANDERBILT GLORIA VANDERBILT and Swan Design (Licensed to L’Oreal)
UNITED STATES		T30124US20	4/22/1982	73/360,963	4/23/1985	1,331,536	REGISTERED		03
	03 - Perfumes, Perfume Sprays, Toilet Water, Toilet Water Sprays, Body Lotions and Body Powders
VANDERBILT(Stylized) (Licensed to L’Oreal)
UNITED STATES		T30124US23	4/22/1982	73/360,964	5/7/1985	1,333,913	REGISTERED		3
	3 - Perfumes, Perfume Sprays, Toilet Water, Toilet Water Sprays, Body Lotions and Body Powders
WHITE MOUNTAIN COLLEGE
UNITED STATES		T30103US20	10/17/1988	73/758,102	5/23/1989	1,540,627	REGISTERED		25
	25 - clothing, namely, ladies knit tops
				END OF REPORT			TOTAL ITEMS SELECTED =		185

TRADEMARK REGISTRATIONS
UNITED STATES

Nine West Development Corporation

Owner Trademark Report by Mark	Printed: 4/27/2009	Page 1
Country: US
Status: REGISTERED

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
9 & CO.
UNITED STATES		3833/0071	7/18/1990	74/079,469	10/13/1992	1,724,670	REGISTERED		25
	25 - Footwear
9 DEGREES NINE WEST
UNITED STATES		T30257US00	10/26/2004	78/506,022	12/12/2006	3,182,559	REGISTERED		25
	25 - shoes and boots
9 NINE WEST
UNITED STATES		T30152US01	10/14/2002	78/174,136	10/21/2003	2,775,692	REGISTERED		25
	25 - CLOTHING, NAMELY, SKIRTS, SUITS, SLACKS, SHORTS, SKORTS,BLOUSES, SHIRTS, BLAZERS, DRESSES, DUSTERS, SWEATERS, CARDIGANS, PULLOVERS, JEANS, VESTS, JACKETS, SWEATERS, CAMISOLES, CULOTTES, KNIT PANTS, KNIT TOPS; TANK TOPS, T-SHIRTS, POLO SHIRTS, DENIM JACKETS, TAILORED JACKETS, PANTS, SPORT COATS; DRESS SHIRTS NECKWEAR; ACTIVE WEAR, NAMELY, SWEATSHIRTS, SWEATPANTS, WARM-UP JACKETS, TENNIS AND RACQUET BALL OUTFITS, CREW SHIRTS AND BASEBALL JACKETS; JOGGING, RUNNING WARM-UP JACKETS, TENNIS SKIRTS; OUTERWEAR, NAMELY, OVERCOATS, CAPES, FURS, LEATHER COATS AND RAINWEAR; SCARVES, SHAWLS, HATS, GLOVES; SLEEPWEAR, NAMELY, PAJAMAS, NIGHTSHIRTS, NIGHTGOWNS AND ROBES; INTIMATE APPAREL; NAMELY, PANTIES, BRASSIERES, PETTICOATS, SLIPS, HALF-SLIPS, CHEMISES, TEDDIES, GARTER BELTS, GIRDLES, TANK TOPS, BOXERS, BRIEFS; HOSIERY, NAMELY PANTYHOSE, SOCKS, LEOTARDS TIGHTS AND LEGGINGS; SWIMWEAR; FOOTWEAR, NAMELY SHOES, BOOTS, SANDALS, SNEAKERS AND
UNITED STATES		T30152US03	10/14/2002	78/174,115	11/25/2003	2,786,445	REGISTERED		18
	18 - Handbags, umbrellas and small leather goods
UNITED STATES		T30152US05	6/30/2003	78/268,501	12/28/2004	2,915,272	REGISTERED		14
	14 - Jewelry and watches
UNITED STATES		T30152US07	8/25/2004	78/473,394	4/5/2005	2,938,312	REGISTERED		025
	025 - belts
UNITED STATES		T30152US08	8/25/2004	78/473,412 '	4/19/2005	2,942,212	REGISTERED		009
	009 - optical eyewear and sunglasses
9 NINE WEST ninewest.com and Design
UNITED STATES		T30152US02	10/14/2002	78/174,127	10/7/2003	2,771,726	REGISTERED		25
	25 - CLOTHING, NAMELY, SKIRTS, SUITS, SLACKS, SHORTS, SKORTS,BLOUSES, SHIRTS, BLAZERS, DRESSES, DUSTERS, SWEATERS, CARDIGANS, PULLOVERS, JEANS, VESTS, JACKETS, SWEATERS, CAMISOLES, CULOTTES, KNIT PANTS, KNIT TOPS; TANK TOPS, T-SHIRTS, POLO SHIRTS, DENIM JACKETS, TAILORED JACKETS, PANTS, SPORT COATS; DRESS SHIRTS NECKWEAR; ACTIVE WEAR, NAMELY, SWEATSHIRTS, SWEATPANTS, WARM-UP JACKETS, TENNIS AND RACQUET BALL OUTFITS, CREW SHIRTS AND BASEBALL JACKETS; JOGGING, RUNNING WARM-UP JACKETS, TENNIS SKIRTS; OUTERWEAR, NAMELY, OVERCOATS, CAPES, FURS, LEATHER COATS AND RAINWEAR; SCARVES, SHAWLS, HATS, GLOVES; SLEEPWEAR, NAMELY, PAJAMAS, NIGHTSHIRTS, NIGHTGOWNS AND ROBES; INTIMATE APPAREL; NAMELY, PANTIES, BRASSIERES, PETTICOATS, SLIPS, HALF-SLIPS, CHEMISES, TEDDIES, GARTER BELTS, GIRDLES, TANK TOPS, BOXERS, BRIEFS; HOSIERY, NAMELY PANTYHOSE, SOCKS, LEOTARDS TIGHTS AND LEGGINGS; SWIMWEAR; FOOTWEAR, NAMELY SHOES, BOOTS, SANDALS, SNEAKERS AND
UNITED STATES		T30152US04	10/14/2002	78/174,086	12/23/2003	2,797,607	REGISTERED		18
	18 - Handbags, umbrellas and small leather goods
9 WEST (Word Mark)
UNITED STATES		T20007US0	2/26/1979	73/204,922	9/22/1981	1,170,312	REGISTERED		25
	25 - Shoes
ALL IN A DAY’S WORK
UNITED STATES		T30305US00	9/12/2005	78/710,748	8/14/2007	3,280,709	REGISTERED		18
	18 - Briefcase-type portfolios; Briefcases; Luggage; Pocketbooks; Satchels; Shoulder bags; Tote bags
BANDOLINO (Stylized)
UNITED STATES		3833/0121	9/20/1985	73/559,256	4/22/1986	1,391,192	REGISTERED		42
	42 - Retail shoe store services.

Owner Trademark Report by Mark Printed: 4/27/2009 Page 2

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
BANDOLINO (Word Mark)
UNITED STATES		3833/0120	4/29/1960	72/096,126	5/16/1961	715,486	REGISTERED		25
	25 - Ladies shoes
UNITED STATES		T00012US02	12/11/2001	78/097,705	9/7/2004	2,882,859	REGISTERED		18
	18 - Handbags and small leather goods, namely clutch purses, key cases, credit cards cases, cosmetic cases sold empty, wallets, business card cases and lipstick holders
UNITED STATES		T00012US04	6/7/2002	78/134,069	8/10/2004	2,872,569	REGISTERED		25
	25 - CLOTHING, NAMELY, SKIRTS, SUITS, SLACKS, SHORTS, SKORTS,BLOUSES, SHIRTS, BLAZERS, DRESSES, DUSTERS, SWEATERS, CARDIGANS, PULLOVERS, JEANS, VESTS, JACKETS, SWEATERS, CAMISOLES, CULOTTES, KNIT PANTS, KNIT TOPS; TANK TOPS, T-SHIRTS, POLO SHIRTS, DENIM JACKETS
UNITED STATES		T00012US07	1/26/2007	77/092,303	9/18/2007	3,293,434	REGISTERED		35
	35 - On-line retail store services featuring shoes and handbags; Retail apparel stores; Retail store services featuring shoes, handbags, purses and sunglasses.
BANDOLINOBLU
UNITED STATES		T30143US00	9/6/2002	78/161,451	9/25/2007	3,298,647	REGISTERED		025
	025 - JACKETS SLACKS SKIRTS SHORTS DRESSES JEANS
BANISTER - EASY SPIRIT
UNITED STATES		T30190US00	10/20/2003	78/315,657	2/22/2005	2,927,864	REGISTERED		35
	35 - Retail store services in the field of footwear and handbags
BANISTER SHOE STUDIO
UNITED STATES		3833/0004	1/16/1996	75/043,559	3/23/1999	2,234,574	REGISTERED		42
	42 - STORE SERVICES FOR FOOTWEAR, SMALL LEATHER GOODS, HANDBAGS, HOSIERY, SUNGLASSES, AND BELTS.
UNITED STATES		3833/0005	1/13/1997	75/978,187	4/27/1999	2,242,173	REGISTERED		35
	35 - RETAIL STORE SERVICES FOR FOOTWEAR, SMALL LEATHER GOODS, HANDBAGS, HOSIERY, SUNGLASSES, SOCKS, BELTS, SHOE CARE GOODS, SHOE AND BOOT BRUSHES.
BANISTER THE 40 BRAND OUTLET (Stylized)
UNITED STATES		3833/0124	12/5/1988	73/766,953	11/14/1989	1,566,503	REGISTERED		42
	42 - Retail shoe store services.
BOUTIQUE 58
UNITED STATES		T30297US00	11/3/2005	78/746,336	11/13/2007	3,336,603	REGISTERED		25
	25 - FOOTWEAR
UNITED STATES		T30297US01	9/23/2005	78/719,559	8/29/2006	3,135,811	REGISTERED		35
	35 - Wholesale showroom services of footwear, handbags and small leather goods
BOUTIQUE 9
UNITED STATES		T30441US01	12/13/2006	77/063,427	10/28/2008	3,524,742	REGISTERED		25
	25 - Footwear
CALICO
UNITED STATES		3833/0030	1/2/1990	74/015,879	8/28/1990	1,611,368	REGISTERED		25
	25 - Shoes
CALIFORNIA COBBLERS
UNITED STATES		3833/0131	4/1/1980	73/256,431	8/4/1981	1,163,870	REGISTERED		25
	25 - Footwear
CARLTON (Stylized)
UNITED STATES		715	12/29/1947	71,552,374	5/27/1952	559,203	REGISTERED		25
	25 - Men’s, women’s and children’s shoes of leather and fabric

Owner Trademark Report by Mark Printed: 4/27/2009 Page 3

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
CIRCA (Stylized)
UNITED STATES		T30487US00	6/8/1981	73/313,595	7/20/1982	1,202,134	REGISTERED		25
	25 - Belts
CIRCA COMFORT 365
UNITED STATES		T30232US07	6/11/2004	78/433,894	8/7/2007	3,276,238	REGISTERED		25
	25 - Footwear
CLOUD 9
UNITED STATES		T20072US0	1/16/1997	75/226,596	12/23/2003	2,797,957	REGISTERED		25
	25 - Footwear.
CLOUD 9 NINE WEST
UNITED STATES		717	8/11/1998	75,534,635	9/27/2005	2,999,410	REGISTERED		18
	18 - Handbags
UNITED STATES		T00033US01	6/23/1998	75/507,290	9/27/2005	2,999,409	REGISTERED		25
	25 - Footwear
COMFORT 2 (Stylized)
UNITED STATES		T30243US00	10/19/2004	78/502,056	12/13/2005	3,028,423	REGISTERED		025
	025 - Footwear
Daisy Design
UNITED STATES		T30232US09	5/15/2002	76/411,089	3/4/2003	2,693,058	REGISTERED		025
	025 - Footwear, namely, women’s and children’s shoes, sneakers, boots, sandals and slippers
DAVID AND JOAN
UNITED STATES		T30233US00	1/27/1988	73/707,863	10/11/1988	1,508,301	REGISTERED		025
	025 - shoes
DJVERTENTE STUDIO (Stylized)
UNITED STATES		3833/0152	3/24/1989	73/788,879	3/6/1990	1,585,783	REGISTERED		25
	25 - Footwear
E (Stylized)
UNITED STATES		927	9/25/1997	75/979,570	11/21/2000	2,407,374	REGISTERED .		25,35
	25 - Footwear
	35 - Retail store services for footwear, shirts, jackets, t shirts, hosiery, socks. Handbags
E (Stylized) 2007
UNITED STATES		T00049US02	3/19/2007	77/134,569	10/2/2007	3,301,612	REGISTERED		35
	35 - Online and retail store services for footwear, shirts, jackets, t shirts, hosiery, socks. Handbags
UNITED STATES		US136878	3/21/2007	77/136,787	10/2/2007	3,301,613	REGISTERED		25
	25 - Footwear
E logo long tail
UNITED STATES		T30470US00	5/9/2008	77/470,335	11/18/2008	3,534,064	REGISTERED		25
	25 - Footwear
UNITED STATES		T30470US01	5/9/2008	77/470,315	11/18/2008	3,534,063	REGISTERED		35
	35 - Retail store services and computerized on-line retail store services featuring shoes, apparel, outerwear, belts, handbags, jewelry, sunglasses, accessories and legwear
EASY SPIRIT & CO.
UNITED STATES		3833/0044	4/28/1998	75/475,938	6/6/2000	2,355,981	REGISTERED		35
	35 - Retail store services in the field of footwear and handbags,

Owner Trademark Report by Mark Printed: 4/27/2009 Page 4

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
EASY SPIRIT (Stylized)
UNITED STATES		3833/0040	7/26/1990	74/082,184	8/13/1991	1,653,988	REGISTERED		42
	42 - Retail store services.
EASY SPIRIT (Stylized2) (Licensed in perpetuity to U.S. Shoe/Luxottica)
UNITED STATES		3833/0041	9/6/1991	74/201,053	7/14/1992	1,700,380	REGISTERED		9
	9 - Eyeglasses and frames for spectacles.
EASY SPIRIT (Stylized3)
UNITED STATES		3833/0043	6/29/1998	75/510,108	5/30/2000	2,354,092	REGISTERED		25
	25 - Footwear.
EASY SPIRIT (Stylized4)
UNITED STATES		3833/0156	3/2/1987	73/647,191	12/1/1987	1,467,448	REGISTERED		25
	25 - Footwear.
EASY SPIRIT (Word Mark)
UNITED STATES		T00055US04	2/25/2002	78/110,808	12/9/2003	2,792,946	REGISTERED		025
	025 - CLOTHING FOR WOMEN AND MISSES, NAMELY, SKIRTS, SUITS, SLACKS, SHORTS, BLOUSES, SHIRTS, DRESSES, COATS, SWEATERS, CARDIGANS, PULLOVERS, JEANS, VESTS, JACKETS, SCARVES AND SHAWLS
UNITED STATES		T00055US06	8/19/2002	78/155,451	8/5/2003	2,747,302	REGISTERED		025
	025 - CLOTHING, NAMELY, SKIRTS, SUITS, SLACKS, SHORTS, SKORTS, BLOUSES, SHIRTS, BLAZERS, DRESSES, DUSTERS, SWEATERS, CARDIGANS, PULLOVERS, JEANS, VESTS, JACKETS, SWEATERS, CAMISOLES, CULOTTES, KNIT PANTS, KNIT TOPS; TANK TOPS, T-SHIRTS, POLO SHIRTS, DENIM JACKETS, TAILORED JACKETS, PANTS, SPORT COATS; ACTIVE WEAR, NAMELY, SWEATSHIRTS, SWEATPANTS, WARM-UP JACKETS, TENNIS SKIRTS; OUTERWEAR, NAMELY, OVERCOATS, CAPES, FURS, LEATHER COATS AND RAINWEAR; SCARVES, SHAWLS, HATS, and GLOVES
UNITED STATES		3833/0042	8/28/1996	75/157,085	5/13/1997	2,061,593	REGISTERED		18,25,42
	18 - Handbags
	25 - Footwear
	42 - Retail store services for footwear and handbags.
UNITED STATES		3833/0322	7/21/1999	75/756,499	4/4/2000	2,338,848	REGISTERED		18
	18 - SMALL LEATHER GOODS, NAMELY CLUTCH PURSES, KEY CASES, CREDIT CARD CASES, CHANGE PURSES, AND WALLETS.
EASY SPIRIT ANTI-GRAVITY
UNITED STATES		3833/0045	1/16/1997	75/226,595	9/7/1999	2,276,352	REGISTERED		25
	25 - Footwear
EASY SPIRIT COMFORT 2 (stylized)
UNITED STATES		T30198US00	12/19/2003	78/343,733	10/18/2005	3,007,314	REGISTERED		025
	025 - FOOTWEAR
EASY SPIRIT SLIPPERS
UNITED STATES		3833/0047	11/5/1997	75/385,095	8/10/1999	2,269,779	REGISTERED		25
	25 - Slippers
EASY WEATHER
UNITED STATES		T30273US00	1/25/2005	78/553,302	5/9/2006	3,091,586	REGISTERED		025
	025 - Footwear, namely, shoes and boots.
ENZO
UNITED STATES		3833/0049	12/17/1997	75/407,068	5/15/2001	2,451,270	REGISTERED		18
	18 - HANDBAGS, PURSES, AND SMALL LEATHER GOODS, NAMELY, CLUTCH PURSES, KEY CASES, CREDIT CARD CASES, COSMETIC CASES SOLD EMPTY, CHANGE PURSES, WALLETS, BUSINESS CARD CASES, PASSPORT CASES, AGENDA CASES AND LIPSTICK HOLDERS

Owner Trademark Report by Mark Printed: 4/27/2009 Page 5

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
ENZO ANGIOLINI (Word Mark)
UNITED STATES		922	7/25/2000	76/095,874	12/23/2003	2,798,225	REGISTERED		14
	14 - Jewelry and Watches
UNITED STATES		T30224US01	1/15/2003	78/203,392	12/16/2003	2,794,901	REGISTERED		25
	25 - Outerwear namely coats, jackets and raincoats
UNITED STATES		3833/0010	3/21/1996	75/076,479	6/13/2000	2,357,862	REGISTERED		09
	09 - sunglasses and eyeglass cases
UNITED STATES		3833/0011	11/1/1995	75/977,167	12/22/1998	2,213,513	REGISTERED		9
	9 - SUNGLASSES
UNITED STATES		3833/0050	2/5/1985	73/520,872	8/27/1985	1,356,882	REGISTERED		25
	25 - Shoes
UNITED STATES		3833/0051	2/8/1993	74/356,872	9/6/1994	1,852,811	REGISTERED		18,42
	18 - Purses and handbags.
	42 - Retail store services for purses, handbags and footwear.
UNITED STATES		3833/0291	1/27/1999	75/628,746		2,309,300	REGISTERED		35
	35 - Retail store services in the fields of footwear, jewelry, hair accessories, apparel, leather goods, scarves and shoe care.
FRONT ROW (stylized)
UNITED STATES		776	3/13/1967	72/266,607	9/19/1967	835,525	REGISTERED		25
	25 - Shoes
FYIO FLATTER YOURSELF INSIDE AND OUT
UNITED STATES		T30461US00	5/10/2007	77/177,488	9/2/2008	3,496,673	REGISTERED		25
	25 - pants
GAROLINI
UNITED STATES		3833/0220	1/28/1980	73/247,941	12/15/1981	1,182,240	REGISTERED		25
	25 - Women’s shoes.
GAROLINI (Stylized)
UNITED STATES		3833/0219	1/6/1983	73/409,480	2/7/1984	1,266,417	REGISTERED		25
	25 - Footwear
GET TOTALLY ORGANIZED
UNITED STATES		T30172US00	4/16/2003	78/238,345	3/30/2004	2,828,026	REGISTERED		018
	018 - handbags, shoulder bags, totes, purses and small leather/other fabrications goods namely, wallets; key cases, credit card cases, cosmetic cases sold empty, change purses and business card cases
HOT 9
UNITED STATES		T30128US05	5/16/2002	78/129,259	12/23/2003	2,799,254	REGISTERED		025
	025 - dresses, slacks, blouses, knit tops, jeans, shorts, shirts, skirts, suits, coats, jackets, outerwear, scarves, hats, gloves, socks, hosiery, tights and belts
UNITED STATES		T30128US09	5/7/2004	78/414,790	4/19/2005	2,942,197	REGISTERED		35
	35 - providing consumer information regarding trends in women’s fashion footwear, apparel and accessories via global computer network
HOT FOR SHOES
UNITED STATES		T30263US01	1/5/2005	78/542,476	6/27/2006	3,110,503	REGISTERED		035
	035 - retail store services and computerized on-line retail store and website services featuring shoes, apparel, outerwear, belts, handbags, jewelry, sunglasses, accessories and legwear
HOT90NLINE
UNITED STATES		T30223US00	5/7/2004	78/414,719	4/5/2005	2,938,308	REGISTERED		18
	18 - handbags, totes, purses, BRIEFCASE TYPE-PORTFOLIOS, backpacks; Small leather goods, namely, wallets, credit card cases, business card cases, cosmetic cases sold empty a

Owner Trademark Report by Mark Printed: 4/27/2009 Page 6

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
J JOYCE and Design
UNITED STATES		3833/0056	8/14/1997	75/341,104	11/17/1998	2,203,831	REGISTERED		25
	25 - Footwear
JD (Stylized)
UNITED STATES		T30239US00	4/10/1989	73/792,148	11/21/1989	1,567,298	REGISTERED		25
	25 - Footwear
JOAN & DAVID
UNITED STATES		T30233US01	1/29/1991	74/134,599	6/30/1992	1,697,635	REGISTERED		042,018
	042- retail store services both featuring clothing including footwear, leather goods and accessories
	018 - leather goods; namely, ladies’ handbags, luggage, wallets, key containers, umbrellas
UNITED STATES		T30233US04	12/8/2003	78/337,742	5/31/2005	2,957,089	REGISTERED		025
	025 - shoes
UNITED STATES		T30233US11	8/23/2004	78/471,989	11/1/2005	3,011,194	REGISTERED		025
	025 - Footwear
JOAN AND DAVID
UNITED STATES		T30233US09	1/14/1981	73/292,979	1/3/1984	1,263,011	REGISTERED		025,018
	025 - Scarves, belts and women’s clothing-namely, gloves, sweaters, slacks, coats, jackets, skirts, dresses, suits
	018 - Handbags, namely, ladies’ handbags, and small leather articles, namely, wallets, key containers, umbrellas
JOAN AND DAVID TOO
UNITED STATES		T30233US08	1/27/1988	73/707,878	10/11/1988	1,508,302	REGISTERED		025
	025 - shoes
JOAN HELPERN
UNITED STATES		T30241US00	10/3/1983	73/446,438	3/19/1985	1,325,974	REGISTERED		25
	25 - Ladies Shoes
JOYCE
UNITED STATES		T20200US00	2/12/2008	77/394,515	8/19/2008	3,488,518	REGISTERED		25
	25 - Footwear
JUST LIBBY
UNITED STATES		T30232US20	6/29/1992	74/802,109	5/30/1995	1,897,026	REGISTERED		25
	25 - Footwear
K9 BY NINE WEST
UNITED STATES		T30425US00	7/12/2006	78/927,989	5/22/2007	3.244,683	REGISTERED		018
	018 - Leashes, collars and clothing for dogs and carriers for dogs
LIBBY
UNITED STATES		T30232US14	1/22/1993	74/351,237	9/14/1993	1,792,712	REGISTERED		25
	25 - footwear
LIL MISS MOOTSIES
UNITED STATES		T30232US03	5/31/1989	73/803,694	1/9/1990	1,576,519	REGISTERED		025
	025 - Footwear, namely, women’s and children’s shoes, sneakers, boots, sandals and slippers
MILLION WISHES
UNITED STATES		T30298US01	7/8/2005	78/666,350	11/6/2007	3,331,226	REGISTERED		14
	14 - Jewelry and [Watches]

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COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
MILLION WISHES continued...
UNITED STATES		T30298US02	7/8/2005	78/666,385	11/6/2007	3,331,227	REGISTERED		18
	18 - HANDBAGS, PURSES, AND SMALL LEATHER GOODS, NAMELY, CLUTCH PURSES, [KEY CASES], [CREDIT CARD CASES], COSMETIC CASES SOLD EMPTY, CHANGE PURSES,[ WALLETS], [BUSINESS CARD CASES], [PASSPORT CASES], [AGENDA CASES] AND [LIPSTICK HOLDERS]
UNITED STATES		T30298US03	7/8/2005	78/666,392	10/23/2007	3,320,238	REGISTERED		25
	25 - SCARVES
MOOTSIES
UNITED STATES		T30232US00	7/8/1987	73/670,883	2/23/1988	1,477,841	REGISTERED		25
	25 - Footwear
MOOTSIES KIDS
UNITED STATES		T30232US04	5/21/1992	74/277,557	2/2/1993	1,750,221	REGISTERED		025
	025 - Footwear, namely, women’s and children’s shoes, sneakers, boots, sandals and slippers
MOOTSIES SPORT & Design
UNITED STATES		T30450US00	3/6/2007	77/123,062	7/1/2008	3,458,963	REGISTERED		25
	25 - Footwear
MOOTSIES TOOTSIES
UNITED STATES		T30232US02	5/31/1989	73/803,670	2/27/1990	1,584,784	REGISTERED		025
	025 - Footwear, namely, women’s and children’s shoes, sneakers, boots, sandals and slippers
MOOTSIES TOOTSIES KIDS
UNITED STATES		T30232US10	5/15/2002	76/411,088	2/11/2003	2,686,452	REGISTERED		025
	025 - Footwear, namely, women’s and children’s shoes, sneakers, boots, sandals and slippers
MOOTSIES TOOTSIES KIDS Daisy Design
UNITED STATES		T30232US15	5/15/2002	76/411,087	2/11/2003	2,686,451	REGISTERED		25
	25 - Footwear, namely, women’s and children’s shoes, sneakers, boots, sandals and slippers
NINE LOVES
UNITED STATES		T30468US01	4/14/2008	77/447,168	4/21/2009	3,610,071	REGISTERED		35
	35 - Customer loyalty services and customer club services, for commercial, promotional and/or advertising purposes
NINE & CO.
UNITED STATES		T00145US08	5/15/2001	78/063,564	9/10/2002	2,619,058	REGISTERED		25
	25 - FOOTWEAR
UNITED STATES		T00145US12	5/16/2001	78/063,827	9/24/2002	2,626,723	REGISTERED		14
	14 - jewelry
NINE & COMPANY
UNITED STATES		943	2/13/2001	78/048,042	1/14/2003	2,675,669	REGISTERED		25
	25 - wearing apparel for women namely, leather, knit and woven dresses, coats, suits, jackets, blouses, shirts, sweaters, t-shirts, tank-tops, camisoles, cardigans, pullovers, vests, pants, shorts, jeans, skirts, scarves and hats
UNITED STATES		T00145US01	5/14/2001	78/063,407	9/2/2003	2,760,248	REGISTERED		18
	18 - handbags, pocketbooks, shoulder bags, evening bags, straps for handbags, cosmetic bags sold empty, toiletry cases sold empty, grooming cases sold empty, vanity cases sold empty, wallets, billfolds, credit card cases, business card cases, leather key fobs, key cases, passport cases, coin purses, clutch purses clutch bags, general purpose purses, leather and non-leather draw string pouches to be used as handbags, book bags, belt bags, leather and textile shopping bags sold empty, tote bags, saddle bags, travel bags, roll bags, sling bags, overnight bags, overnight cases, shoe bags, for travel, weekender bags, duffel bags, suit bags, garment bags for travel, gym bags, beach bags, carry-on bags, tie cases, waist packs, fanny packs, backpacks, knapsacks, diaper bags, attache cases, briefcases, document cases, briefcase type portfolios, satchels, suitcases, luggage straps for luggage, luggage tags, trucks, umbrellas, beach umbrellas, umbrella cases, sportsmen’s hunting bags
UNITED STATES		T00145US04	10/31/2001	78/091,015	8/5/2003	2,748,784	REGISTERED		09
	09 - Sunglasses, non-prescription eyeglasses, reading glasses, clip-on frames and eye glass frames.
UNITED STATES		T00145US05	10/31/2001	78/091,017	9/16/2003	2,765,670	REGISTERED		25
	25 - Belts; Legwear, namely hosiery, tights and socks; Gloves, mittens, scarves and hats.

Owner Trademark Report by Mark Printed: 4/27/2009 Page 8

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NINE & COMPANY continued...
UNITED STATES		T00145US09	4/3/2002	78/119,148	6/17/2003	2,728,246	REGISTERED		25
	25 - Sleepwear and robes
UNITED STATES		T00145US10	4/3/2002	78/119,143	7/29/2003	2,745,259	REGISTERED		25
	25 - Swimwear
UNITED STATES		T00145US11	4/3/2002	78/119,153	11/29/2005	3,021,623	REGISTERED		24
	24 - Bed Sheets, Pillow Cases, Pillow Shams, Blankets, Duvet Covers, Comforters, Dust Ruffles, Bed Spreads, Unfitted Fabric Furniture Slipcovers; Table Covers; Bath Mats and Towels; Curtains and Draperies
UNITED STATES		T00145US14	9/19/2002	78/165,723	9/5/2006	3,139,721	REGISTERED		021
	021 - toilet utensils, namely cups, toothbrush holders, facial tissue holders and toilet tissue holders.
UNITED STATES		T00145US15	3/5/2004	78/379,231	4/5/2005	2,938,076	REGISTERED		14
	14 - WATCHES
NINE 9 WEST
UNITED STATES		T30152US00	10/14/2002	78/174,154	12/16/2003	2,794,769	REGISTERED		14
	14 - Jewelry and watches
UNITED STATES		T30152US06	8/25/2004	78/473,440	4/5/2005	2,938,313	REGISTERED		025
	025 - Clothing, namely, pants, skirts, dresses, jackets, coats, shirts, blouses, vests, shorts and sweaters
NINE WEST
UNITED STATES		3833/0014	3/21/1996	75/076,480	5/18/1999	2,246,350	REGISTERED		9
	9 - Sunglasses, non-prescription reading glasses, clip-on sunglasses, eyeglass cases, eyeglass cords and sunglass cords.
UNITED STATES		3833/0015 /US	12/2/1996	75/206,142	10/20/1998	2,198,938	REGISTERED’		14
	14 - Jewelry
UNITED STATES		3833/0203	8/12/1998	75/535,075	2/22/2000	2,322,474	REGISTERED		14
	14 - WATCHES.
UNITED STATES		3833/0302	12/28/1998	75/612,495	5/21/2002	2,571,795	REGISTERED		01,03,21
	01 - Waterproofing chemical compounds for articles of leather.
	03 - Cleaning solvents, lotions and cream for footwear, and shoes and boot polish.
	21 - Shoe brushes and polishing cloths for applying solvents to be used as a scuff remover.
NINE WEST Logo
UNITED STATES		3833/0067	2/5/1993	74/355,985	4/5/1994	1,829,417	REGISTERED		18,42
	18 - Handbags and purses.
	42 - Retail store services for footwear, purses and handbags.
NINE WEST (Word Mark)
UNITED STATES		915	3/8/2000	75,938,942	12/11/2001	2,518,612	REGISTERED		25
	25 - WEARING APPAREL FOR WOMEN NAMELY, LEATHER, KNIT AND WOVEN DRESSES, COATS, SUITS, JACKETS, BLOUSES, SHIRTS, SWEATERS, T-SHIRTS, TANK-TOPS, CAMISOLES, CARDIGANS, PULLOVERS, VESTS, PANTS, SHORTS, JEANS, SKIRTS, SCARVES AND HATS
UNITED STATES		3833/0201	8/25/1998	75/542,257	8/24/1999	2,272,307	REGISTERED		25
	25 - Clothing, namely - jackets, leather coats and rainwear.
UNITED STATES		3833/0063	2/7/1992	74/245,243	6/8/1993	1,775,652	REGISTERED		18,25,42
	18 - Handbags
	25 - Shoes
	42 - Retail store services for handbags and shoes.
UNITED STATES		3833/0064	11/1/1995	75/013,127	1/27/1998	2,133,086	REGISTERED		25,09
	25 - Hosiery
	09 - Sunglasses

Owner Trademark Report by Mark Printed: 4/27/2009 Page 9

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
NINE WEST HOT 9
UNITED STATES		T30128US01	5/16/2002	78/129,302	10/14/2003	2,774,159	REGISTERED		025
	025 - dresses, slacks, blouses, knit tops, jeans, shorts, shirts, skirts, suits, coats, jackets, outerwear, scarves, hats, gloves, socks, hosiery, tights and belts
NINE WEST Logo
UNITED STATES		3833/0066	4/2/1991	74/153,779	5/5/1992	1,685,412	REGISTERED		25
	25 - Shoes
NINE WEST STUDIO
UNITED STATES		T30115US00	1/24/2002	78/104,621	6/22/2004	2,856,725	REGISTERED		25
	25 - FOOTWEAR
UNITED STATES		T30115US01	5/13/2004	78/418,331	8/9/2005	2,984,262	REGISTERED		18
	18 - HANDBAGS, PURSES, TOTE BAGS; SMALL LEATHER GOODS, NAMELY CLUTCH PURSES, LEATHER KEY CASES, CREDIT CARD CASES, COSMETIC CASES SOLD EMPTY, CHANGE PURSES,WALLETS, BUSINESS CARD CASES and PASSPORT CASES
NINEWEST.COM
UNITED STATES		3833/0306	1/22/1999	75/625,945	10/17/2000	2,394,900	REGISTERED		35
	35 - Computerized on-line retail store services featuring shoes, outerwear, belts, handbags, jewelry, sunglasses and legwear.
PANINARI BY MOOTSIES TOOTSIES
UNITED STATES		T30232US01	3/18/1988	73/717,446	5/9/1989	1,538,233	REGISTERED		025
	025 - Footwear, namely, women’s and children’s shoes, sneakers, boots, sandals and slippers
PAPPAGALLO (Large parrot Design)
UNITED STATES		T30231US00	8/6/2004	78/463,321	7/26/2005	2,980,017	REGISTERED		25
	25 - Clothing, namely Skirts, Suits, Slacks, Shorts, Blouses, Tops, Dresses, Jackets
PAPPAGALLO (Stylized)
UNITED STATES		846	6/14/1968	72,300,408	3/4/1969	865,820	REGISTERED		25
	25 - Ladies, ready-to-wear- namely, belts, fur coats, panty hose, scarves, smocks, and shoes.
UNITED STATES		842	5/29/1957	72,031,022	5/19/1959	678,919	REGISTERED		25
	25 - Women’s shoes
PAPPAGALLO (Word Mark)
UNITED STATES		3833/0332	10/28/1999	75/834,063	12/6/2005	3,023,949	REGISTERED		25
	25 - Clothing, namely, rain wear, jackets, coats, vests, belts, socks, hosiery, blouses, skirts, shirts, pants, sweaters, t-shirts, shorts, sweatshirts, sweat pants, leggings, dresses, suits, hats, scarves and gloves.
PAPPAGALLO PRINCESS
UNITED STATES		T30253US00	1/26/2007	77/092,012	9/18/2007	3,293,433	REGISTERED		25
	25 - Bottoms; Tops
RED CROSS
UNITED STATES		3833/0298	10/25/1973	73,004,592	10/15/1974	995,647	REGISTERED		25
	25 - Ladies’ shoes.
SAM & LIBBY
UNITED STATES		T30232US19	8/6/1990	74/801,051	5/18/1993	1,772,454	REGISTERED		25
	25 - Clothing; namely, T-shirts, sweat shirts, jackets, hats, caps, footwear, shirts, belts, shoes, tennis shoes, boots, sandals, and rainwear
UNITED STATES		T30232US21	9/14/1992	74/313,859	6/22/1993	1,778,203	REGISTERED		35
	35 - Retail store services

Owner Trademark Report by Mark Printed: 4/27/2009 Page 10

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SAM & LIBBY & Design
UNITED STATES		T30232US12	10/3/1983	74/085,089	6/4/1991	1,646,905	REGISTERED		25
	25 - Footwear
UNITED STATES		T30232US18	8/6/1990	74/801,172	8/3/1993	1,786,205	REGISTERED		25
	25 - Clothing; namely, t-shirts, sweatshirts, jackets, hats, caps, footwear, shirts, belts, shoes, tennis shoes, boots, sandals
SAM & LIBBY and HEART DESIGN
UNITED STATES		T30438US00	4/9/2007	77/151,577	12/25/2007	3,358,982	REGISTERED		25
	25 - Footwear
SELBY
UNITED STATES		865	7/21/1941	71,445,534	1/13/1942	392,773	REGISTERED		25
	25 - Shoes made from leather, fabric, rubber, or combinations of these materials
SELBY COMFORT FLEX
UNITED STATES		T15971US01	3/31/2005	78/598,922	4/4/2006	3,076,418	REGISTERED		25
	25 - Footwear
SELBY FIFTH AVENUE stylized
UNITED STATES		868	5/9/1958	72,051,384	4/28/1959	677,769	REGISTERED		25
	25 - Women’s shoes made from leather, fabric, rubber, or combinations of these
SELBY SHOES (Stylized)
UNITED STATES		871	7/21/1941	71,445,535	1/13/1942	392,774	REGISTERED		25
	25 - Shoes made from leather, fabric, rubber, or combinations of these materials
SHOE WOO
UNITED STATES		T30467US00	2/28/2008	77/408,269	12/2/2008	3,541,640	REGISTERED		25
	25 - Footwear
UNITED STATES		T30467US01	2/29/2008	77/409,816	12/2/2008	3,541,642	REGISTERED		35
	35 - Retail Footwear, Handbags, Small leather goods, Sunglasses, Hosiery stores
SHOE WOO Stylized
UNITED STATES		T30467US02	6/6/2008	77/492,507	2/10/2009	3,573,872	REGISTERED		25
	25 - Footwear
UNITED STATES		T30467US03	6/6/2008	77/492,500	2/10/2009	3,573,871	REGISTERED		35
	35 - Retail Footwear, Handbags, Small leather goods, Sunglasses, Hosiery stores
SPA EASY SPIRIT (Stylized)
UNITED STATES		3833/0089	8/12/1996	75/148,678	5/13/1997	2,061,568	REGISTERED		25
	25 - Footwear
SPIRIT LEVEL 1
UNITED STATES		T30226US00	5/27/2004	78/426,004	8/9/2005	2,983,255	REGISTERED		25
	25 - Footwear
UNITED STATES		T30226US03	5/27/2004	78/426,323	7/19/2005	29,70,522	REGISTERED		35
	35 - Providing consumer product information via the internet and on-line retail store services
UNITED STATES		T30226US12	6/7/2004	78/431,031	8/9/2005	2,983,306	REGISTERED		25
	25 - socks
UNITED STATES		T30226US17	6/16/2004	78/436,124	7/19/2005	2,970,636	REGISTERED		35
	35 - Retail Store Services

Owner Trademark Report by Mark Printed: 4/27/2009 Page 11

COUNTRY		REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
SPIRIT LEVEL 2
UNITED STATES		T30226US01	5/27/2004	78/426,036	8/16/2005	2,985,352	REGISTERED		25
	25 - Footwear
UNITED STATES		T30226US04	5/27/2004	78/426,329	7/26/2005	2,976,126	REGISTERED		35
	35 - Providing consumer product information via the internet and on-line retail store services
UNITED STATES		T30226US13	6/7/2004	78/431,039	8/9/2005	2,983,307	REGISTERED		25
	25 - socks
UNITED STATES		T30226US18	6/16/2004	78/436,130	7/19/2005	2,970,637	REGISTERED		35
	35 - Retail Store Services
SPIRIT LEVEL 3
UNITED STATES		T30226US02	5/27/2004	78/426,069	8/16/2005	2,985,354	REGISTERED		25
	25 - Footwear
UNITED STATES		T30226US05	5/27/2004	78/426,339	7/19/2005	2,970,523	REGISTERED		35
	35 - Providing consumer product information via the internet and on-line retail store services
UNITED STATES		T30226US14	6/7/2004	78/431,044	8/9/2005	2,983,308	REGISTERED		25
	25 - socks
UNITED STATES		T30226US19	6/16/2004	78/436,140	7/19/2005	2,970,638	REGISTERED		35
	35 - Retail Store Services
STUDIO 9 (Stylized)
UNITED STATES		T30302US00	8/2/2005	78/683,847	7/24/2007	3,269,747	REGISTERED		25
	25 - Footwear
STUDIO 9 (Word Mark)
UNITED STATES		T30315US00	9/22/2003	76/557,011	2/21/2006	3,060,702	REGISTERED		25
	25 - Clothing, namely, shirts, tops, tank tops, blouses, skirts, dresses
STUDIO NINE
UNITED STATES		T30319US00	9/22/2003	76/557,010	2/21/2006	3,060,701	REGISTERED		025
	025 - Clothing, namely, shirts, tops, tank tops, blouses, skirts, dresses
TRUE SPIRIT BY EASY SPIRIT
UNITED STATES		T30117US03	1/24/2002	78/104,634	8/5/2003	2,748,857	REGISTERED		025
	025 - Footwear
WESTIES
UNITED STATES		3833/0095	12/9/1983	73/456,272	11/20/1984	1,306,136	REGISTERED		25
	25 - Shoes
UNITED STATES		T15982US01	4/24/2002	78/123,671	3/4/2003	2,693,491	REGISTERED		035
	035 - Retail store services for shoes, belts and handbags
WESTIES (NEW DESIGN & LOGO)
UNITED STATES		3833/0096	4/12/1994	74 /,511,720	5/7/1996	1,973,317	REGISTERED		25,42
	25 - C1.25: Footwear [and belts].
	C1.42: Retail store services featuring footwear, belts and handbags.
	42 - Retail store services featuring footwear, belts and handbags.
WHAT’S YOUR SPIRIT LEVEL?
UNITED STATES		T30226US07	5/27/2004	78/426,349	7/19/2005	2,970,524	REGISTERED		35
	35 - Providing consumer product information via the internet and on-line retail store services
UNITED STATES		T30226US16	6/16/2004	78/436,106	7/19/2005	2,970,635	REGISTERED		35
	35 - Retail Store Services

Owner Trademark Report by Mark Printed: 4/27/2009 Page 12

COUNTRY	REFERENCE#	FILED	APPL#	REGDT	REG#	STATUS	CLASSES
		END OF REPORT		TOTAL ITEMS SELECTED =				163

TRADEMARK APPLICATIONS
Foreign

Jones Apparel Group, Inc.

CANADA
T30313CA00		GLO JEANS and Design	12/16/2005	1283209		ALLOWED	25
	25 - Jeans, pants, capris, shorts, scooters, jackets and knitwear
			END OF REPORT		TOTAL ITEMS SELECTED =		1

COPYRIGHTS

Name of Grantor	Copyright	Registration Date	Registration Number	Country
NWD	“Signature Pattern” fabric design	9/7/2007	VA0001626000	U.S.
Jones Investment Co., Inc.	“Lion mane design”	5/22/2007	VA 1-415-331	U.S.
JICO	MB-1168X		VA 353-452	U.S.
JICO	MB-1177X		VA 353-453	U.S.
JICO	MB-1175X		VA 361-530	U.S.
JICO	MB-1176X		VA 361-529	U.S.
JICO	HX-2863		VAu 219-523	U.S.
JICO	MX-2859		VAu 225-060	U.S.
JICO	LX-2865		VAu 225-061	U.S.
JICO	KX-2860		VAu 225-062	U.S.
JICO	JX-2862		VAu 226-065	U.S.
JICO	CX-2858		VAu 225-064	U.S.
JICO	BX-2870		VA 225-063	U.S.
JICO	ME-8255X		VA 361-528	U.S.
JICO	ME-8254X		VA 361-527	U.S.
JICO	Savoy neck no. 146		VA 1-010-168	U.S.
JICO	Savoy no. MBR-1010		VA 1-010-167	U.S.
JICO	GMNK500GO		VA 1-010-166	U.S.
JICO	GMBR3000GO		VA 1-010-165	U.S.
JICO	Perfume pin with amy/citrine		VAu 442-077	U.S.
JICO	Perfume pin onyx stone		VAu 442-076	U.S.
JICO	Handbag pin with heart		VAu 442-075	U.S.
JICO	Checkerboard handbag pin		VAu 442-074	U.S.
JICO	Pin handbag with bottom drop		VAu 442-073	U.S.
JICO	Top handle handbag pin		VAu 442-072	U.S.
JICO	Gathered handbag pin		VAu 442-071	U.S.
JICO	Deco handbag pin, sterling & marcasite		VAu 441-936	U.S.
JICO	Handbag pin with tassel		VAu 441-935	U.S.
JICO	Perfume pin with atomizer, sterling & marcasite		VAu 441-934	U.S.

Name of Grantor	Copyright	Registration Date	Registration Number	Country
JICO	Perfume pin with tassel, sterling & marcasite		VAu 441-933	U.S.
JICO	Deco perfume pin, sterling & marcasite		VAu 441-932	U.S.
JICO	Criss-cross perfume pin, sterling & marcasite		VAu 441-931	U.S.
JICO	Perfume pin with eau de perfume, sterling/marcasite		VAu 441-930	U.S.
JICO	Perfume pin with checkerboard, sterling /marcasite		VAu 441-929	U.S.
JICO	Sandal shoe pin		VA 911-565	U.S.
JICO	Open toe		VA 911-522	U.S.
JICO	Popcorn		VA 911-521	U.S.
JICO	Jukebox		VA 911-520	U.S.
JICO	Diner		VA 911-519	U.S.
JICO	French fries		VA 911-518	U.S.
JICO	Ice cream soda		VA 911-517	U.S.
JICO	Hamburger		VA 911-516	U.S.
JICO	Ice cream cone		VA 911-583	U.S.
JICO	Hot dog		VA 911-582	U.S.
JICO	Sneaker		VA 911-581	U.S.
JICO	Loafer		VA 911-580	U.S.
JICO	Cowboy boot		VA 911-579	U.S.
JICO	High heel shoe		VA 911-573	U.S.
JICO	Frog on lily pads		VA 669-436	U.S.
JICO	Elephant		VA 669-435	U.S.
JICO	Gecko		VA 669-434	U.S.
JICO	Lion bracelet		VA 669-433	U.S.
JICO	ME-8836		VA 638-832	U.S.
JICO	MB-1562		VA 638-834	U.S.
JICO	MB-1563		VA 638-833	U.S.
JICO	Fish design		VA 564-162	U.S.
JICO	Floral bar pin		VA 564-161	U.S.
JICO	Gecko		VA 564-160	U.S.
JICO	Floral earring		VA 564-159	U.S.
JICO	Elephant ring		VA 564-158	U.S.
JICO	MB-1371		VA 530-237	U.S.
JICO	Caring pin		VA 528-294	U.S.

Name of Grantor	Copyright	Registration Date	Registration Number	Country
JICO	Goldfish ring		VA 521-866	U.S.
JICO	GB-16		VA 521-471	U.S.
JICO	GB-50		VA 521-470	U.S.
JICO	GE-53		VA 521-469	U.S.
JICO	GB-03		VA 521-468	U.S.
JICO	GB-43		VA 521-467	U.S.
JICO	Bunny rabbits		VA 475-901	U.S.
JICO	Double lion ring		VA 520-237	U.S.
JICO	Olympic jewelry group		VAu 217-058	U.S.
JICO	MMB-1		VAu 210-897	U.S.
JICO	MB-1185X		VA 373-741	U.S.
JICO	Lapel watch MWB-702-1		VA 353-299	U.S.
JICO	Lapel watch MWB-709-2		VA 353-298	U.S.
JICO	Lapel watch MWB-701-1		VA 353-297	U.S.
JICO	Lapel watch MWB-702-3		VA 353-296	U.S.
JICO	ME-8253X		VA 362-334	U.S.
JICO	ME-8248X		VA 362-333	U.S.
JICO	MB-1167XM		VA 356-844	U.S.
JICO	MB-1178X		VA 356-843	U.S.
JICO	Brooch MB-1069		VA 374-009	U.S.
JICO	MB-1169X		VA 353-771	U.S.
JICO	ME-8251X		VA 355-100	U.S.
JICO	Ring MR-1050		VA 348-198	U.S.
JICO	Ring MR-1051		VA 348-197	U.S.
JICO	Ring MR-1052		VA 348-196	U.S.
JICO	Ring MR-1055		VA 348-195	U.S.
JICO	Earring ME-8164		VA 344-706	U.S.
JICO	Earrings ME-8146		VA 344-705	U.S.
JICO	Earring ME-8165		VA 344-704	U.S.
JICO	MB-1080		VA 341-780	U.S.
JICO	Earring ME-8183		VA 377-953	U.S.
JICO	Earring ME-8208		VA 337-952	U.S.
JICO	Bracelet MBR-773		VA 337-951	U.S.
JICO	Bracelet MBR-777XA		VA 337-950	U.S.
JICO	Bracelet MBR-776XA		VA 37-949	U.S.
JICO	Earring ME-8206		VA 337-948	U.S.

Name of Grantor	Copyright	Registration Date	Registration Number	Country
JICO	Earring ME-8207		VA 337-947	U.S.
JICO	Earrings ME-8195		VA 337-946	U.S.
JICO	Earrings ME-8196		VA 337-945	U.S.
JICO	Earring ME-8218		VA 337-944	U.S.
JICO	Earring ME-8197		VA 337-943	U.S.
JICO	Earring ME-8133		VA 335-365	U.S.
JICO	Earring ME-8167		VA 335-364	U.S.
JICO	Earring ME-8122		VA 335-363	U.S.
JICO	Earring ME-8123		VA 335-362	U.S.
JICO	Earring ME-8121		VA 335-8121	U.S.
JICO	Earring ME-8129		VA 335-360	U.S.
JICO	Earring ME-8095		VA 335-359	U.S.
JICO	Earring ME-8150		VA 335-358	U.S.
JICO	Earring ME-8178		VA 335-357	U.S.
JICO	Earring ME-8151		VA 335-356	U.S.
JICO	Earring ME-8124		VA 335-355	U.S.
JICO	Earring ME-8125		VA 335-354 .	U.S.
JICO	Earring ME-8162		VA 335-353	U.S.
JICO	Earring ME-8148		VA 335-352	U.S.
JICO	Earring ME-8069		VA 335-351	U.S.
JICO	Earring ME-8173		VA 335-350	U.S.
JICO	Earring ME-8076		VA 335-349	U.S.
JICO	Earring ME-8161		VA 335-348	U.S.
JICO	Brooch MB-1093		VA 334-207	U.S.
JICO	Brooch MB-1007		VA 334-206	U.S.
JICO	Brooch MB-1006		VA 334-205	U.S.
JICO	Earring, pin MB-1142		VA 334-204	U.S.
JICO	Brooch MB-1017		VA 334-203	U.S.
JICO	Brooch, buckle MB-1021		VA 334-202	U.S.
JICO	Brooch, MB-1011		VA 334-201	U.S.
JICO	Brooch MB-1078		VA 334-200	U.S.
JICO	Brooch, earring, buckle MB-1018		VA 334-199	U.S.
JICO	Brooch MB-1000		VA 334-198	U.S.
JICO	Brooch MB-1079		VA 334-197	U.S.
JICO	Brooch MB-1008		VA 334-196	U.S.
JICO	Brooch MB-1090		VA 334-195	U.S.

Name of Grantor	Copyright	Registration Date	Registration Number	Country
JICO	Brooch MB-1067		VA 334-194	U.S.
JICO	Brooch, buckle MB-1097		VA 334-193	U.S.
JICO	Brooch MB-1041		VA 334-192	U.S.
JICO	Brooch MB-1046		VA 334-191	U.S.
JICO	Brooch MB-1068		VA 334-190	U.S.
JICO	Brooch MB-1066		VA 334-189	U.S.
JICO	Brooch, buckle MB-1099		VA 334-188	U.S.
JICO	Brooch, MB-1091		VA 334-187	U.S.
JICO	Brooch, MB-1042		VA 334-186	U.S.
JICO	Brooch, buckle MB-1084		VA 334-185	U.S.
JICO	Earrings, pin MB-1146		VA 334-184	U.S.
JICO	Brooch MB-1077		VA 334-183	U.S.
JICO	Pin, earrings MB-1143		VA 334-182	U.S.
JICO	Brooch MB-1098		VA 334-181	U.S.
JICO	Brooch MB-1094		VA 334-180	U.S.
JICO	Brooch MB-1002		VA 333-823	U.S.
JICO	Brooch MB-1020		VA 333-015	U.S.
JICO	Brooch, earring MB-1024		VA 333-014	U.S.
JICO	Brooch MB-1003		VA 333-013	U.S.
JICO	Brooch, earring MB-1022		VA 333-012	U.S.
JICO	Brooch MB-1016		VA 333-011	U.S.
JICO	MB-1035		VA 333-010	U.S.
JICO	MB-1023		VA 333-009	U.S.
JICO	MB-1009		VA 333-008	U.S.
JICO	Brooch, earrings, belt buckle MB-1019		VA 330-405	U.S.
JICO	Buckle, sterling silver ZA- 521		VA 330-404	U.S.
JAG USA	COMPASS PRINT	6/28/1999	VAu000462535	U.S.
JAG USA	LAUREN SPRING 2000	6/28/1999	VAu000464638	U.S.

COPYRIGHT APPLICATIONS

		Application	Application
Name of Grantor	Copyright Application	Filing Date	Serial Number	Country
Foundation Design Assigned it to Jones Jeanswear Group, Inc.	“Grane” hummingbird design (application)	2/12/2009	Unknown	U.S.
Andrea Bevington assigned it to Jones Investment Co. Inc. (JICO is the copyright claimant)	“Be Free Poem” by Andrea Bevington (application)	3/20/2008	Unknown	U.S.

INTELLECTUAL PROPERTY LICENSES

Anne Klein
Collection XIIX, Ltd.
E. Gluck Corporation
Herman Kay, Inc.
Leg Resource, Inc.
Avant Garde Optics, LLC
Luxottica S.r.1
The Max Leather Group, Inc.

Nine West
Carole Hochman Designs, Inc.
E. Gluck Corporation
E.S. Originals, Inc. (All Day Air)
E.S. Originals, Inc. (Sears) License & Design Services Agreement
Fownes Brothers & Co.
G-III Apparel Group, Ltd.
J-3 Associates, LLC (Joel Fisher)
Microsoft Corporation (Nine West use in Project Gotham Racing video games) (royalty free)

Olivet International, Inc.
R&S Sales Company, Inc.
Royce Too, LLC
Safilo USA, Inc.
Stylemark, Inc.
The Max Leather Group

Energie
Sixty USA, Inc.

L.E.I.
S. Rothschild & Co.
Allure Eyewear
Ariela-Alpha International, LLC
SME Consolidated Ltd
Fortune Fashions
Gennco
Stylemark, Inc., Riviera Division
Steven Madden, Ltd

Gloria Vanderbilt
Carole Hochman Designs, Inc.
L’Oreal (as successor in interest to Cosmair — royalty-free and in perpetuity for Class 3)

Jones New York
Amerex Group, Inc.
Clio Jewellery, a division of Mainline Fashions, Inc.

Cipriani Accessories Inc.
Collection XIIX, Ltd
Essex Manufacturing, Inc.
G-III Apparel Group
Herman Kay, Inc.
Hudson Bay Company
Madison Maidens, Inc.
Marcraft Apparel Group
REM Optical Company
Randa Canada, Ltd.
Riviera Trading, Inc.
Utex Corporation
PVH/Superba/Insignia Neckwear, Inc.

Easy Spirit, Bandolino, Pappagallo and others
U.S. Shoe / Luxottica Group S.p.A. (royalty-free and in perpetuity for eyewear)

Pappagallo Retail License Arrangements
Alma Hall, Inc.
BBL Corp.
Dachei, Inc.
Kharrat / Candis
Kharrat Enterprises
Lemieur Inc.
Marm, Inc.
Nan-Lar, Inc.
Pappagallo of Minnesota
Ruth Ecklin
Sunfer, Inc.
Susan Crawford & Mary John Payne
Travelers End Inc.
Walstar, Inc.

International
Al Jammaz Group
Apparel FZCO
Apparel Sp. Z O.O.
Exclusive Brands International
F. & C. Lemonis S.A.
F.A. Al Hokair & Co.
Forus S.A.
Global Retail (Asia) Incorporated
GRI International Limited (Anne Klein)
GRI International Limited (Joan and David)
GRI International Limited (Nine West)
Industrias Piagui, S.A. De C.V. And West-Mex, S.A. De C.V.
Park Bravo Dis Ticaret A.S.
Piagui Commercial, S.A. De C.V.
Sherson Group Inc.
Store Specialists, Inc.
Sung Chang Interfashion Co, Ltd.

Takihyo Company, Ltd.
The House Of Busby Limited
Toray Industries, Inc.

Dockers
Levi Strauss & Co to Nine West Footwear Corporation (Boys’ Footwear)
Levi Strauss & Co to Nine West Footwear Corporation (Womens’ Footwear)

Givenchy
Givenchy Corporation to Victoria + Co Ltd.

Nine West by New Balance
New Balance Athletic Shoe, Inc. to Nine West Footwear Corporation

Outsole Technology Patent License
E.S. Originals, Inc. to Nine West Footwear Corporation

Capezio
Retail Brand Alliance to Nine West Footwear Corporation (royalty-free and in perpetuity for women’s footwear and retail stores for same)
The United States Shoe Corporation to Nine West Footwear Corporation (in perpetuity)

Rachel Roy
Rachel Roy IP Company, LLC to Jones Apparel Group USA, Inc.

Intercompany License Agreements [by arrangement only]

Jones Investment Co. Inc. w/Jones Apparel Group USA, Inc.

-Anne Klein marks

Jones Investment Co. Inc. w/Nine West Footwear Corporation

-Anne Klein marks

Jones Investment Co. Inc. w/ Norton McNaughton of Squire, Inc. [nka Jones Jeanswear]

-Anne Klein marks

Jones Investment Co. Inc. w/ Norton McNaughton of Squire, Inc. [nka Jones Jeanswear]

-Jones New York and Evan-Picone marks

Jones Investment Co. Inc. w/ Norton McNaughton of Squire, Inc. [nka Jones Jeanswear]

-Moderate marks [Erika, Energie, Norton McNaughton]

Jones Investment Co. Inc. w/ Norton McNaughton of Squire, Inc. [nka Jones Jeanswear]

-Gloria Vanderbilt marks

Jones Investment Co. Inc. w/Sun Apparel of Texas, Ltd. [transferred to Jones Apparel of Texas II, Ltd., and nka Jones Jeanswear Group]

-l.e.i. marks

Jones Canada, Inc. w/Jones Investment Co. Inc.

-Jones New York

Nine West Footwear Corporation w/Nine West Development Corporation

REAL PROPERTIES OWNED OR LEASED
BY EACH LOAN PARTY

1. PROPERTIES OWNED

ADDRESS
99 Motivation Drive	Lawrenceburg, TN
2350 W.O. Smith Street	Lawrenceburg, TN

     II. PROPERTIES LEASED

STORE NO.		LOCATION	ADDRESS			LANDLORD
			1441 Broadway, 11th Floor	New York, NY		Lechar Realty, LLC
		Vaughan head office	388 Applewood Crescent	Vaughan, Ontario	L4K 4B4	Zentil Property Management
		SDR	1880 Matheson Blvd East	Mississauga, Ontario	L4W 5N4
		Richardson Showroom	26 Richardson Street	Toronto, Ontario	M4T 2S3	Kintork (Ontario) Ltd.
		Montreal Showroom	555 Chabanel West 5th floor	Montreal, Quebec	H2N 2J2	Marcarko Ltd.
	101	Cookstown	3311 Country Road 89 Unit B6-B9	Cookstown, Ontario	LOL lLO
	103	St Jacobs	3311 Country Road 89 Unit B6-B9	Cookstown, Ontario	LOL lLO	Taurus Cookstown Partners Ltd.
	104	Vaughan	80 St. Regis Crescent North	Downsview, Ontario	M3J lY9	Menkes Properties Inc.
	105	Kingston	25 Benjamin Road Unit 38	Waterloo, Ontario	N2V 2G8	St. Jacobs Countryside Inc.
	106	Windsor	388 Applewood Crescent	Vaughan, Ontario	L4K 4B4	Zentil Property Management Inc.
	108	Winnipeg	1201 Division St.	Kingston, Ontario	K7K 6X4	KCAP Kingston Inc.
	110	Sherway	1555 Talbot St.	Lasalle, Ontario	N9H 2N2	OP Trust Retail Inc.
	113	Niagara Falls	2025 Corydeon Avenue	Winnipeg, Manitoba	R3P 0N5	Investors Group Trust Co. Ltd
	115	Knowlton	25 The West Mall	Etobicoke, Ontario	M6C 1B8	Ontrea c/o Cadilaac Fairview
	118	St Sauveur	7500 Lundy’s Lane Suite B2	Niagara Falls, Ontario	L2G 1G9	Lundy’s Lane Portfolio Inc.
	119	Kingsway	4195 Dundas St. West	Etobicoke, Ontario	M8X 1Y4	1136974 Ontario Inc.
	120	Burlington	3500 Fairview St. Unit 2	Burlington, Ontario	L7N 2R4	Landmark Shopping Centre Inc.
	121	London	735 Wonderland Road, North	London, Ontario	N6H 4Ll	Dev- Lee Properties Ltd. c/o Morguard Real Estate
	122	Pickering	1755 Pickering Parkway Unit 28	Pickering, Ontario	L1V 6K5	RRVP Operations Inc.
	123	Richmond	110-7771 Alderbridge Way	Richmond, BC	V6X 2A4	Arnold Financial Corp.
	124	Kirkland	3200 Jean Yves Street, Unit 3280	Kirkland, Quebec	H9J 2R6	Riotrin Properties ( Kirkland Inc. )
	125	Kanata	The Queensway & Terry Fox Drive	Kanata, Ontario	K2T 1H8	Kanata Entertainment Holdings Inc.
	126	London Crossroads	765 Exeter, Unit C6A	London, Ontario	N6E 3T1	Crossroad Shopping Centre
	127	Newmarket	17725 Yonge St. North	Newmarket, Ontario	L3Y 7C1	Yonge Kingston Centre Inc.
	128	Hudson JNY	3187 Harwood Blvd. Store A	Hudson- Vaudreuil, PQ	J7V 8P2	Promenades Hudson Inc.
	129	Oakville	North Service Road	Oakville, Ontario	L6M 2S2	2725321 Canada Inc. c/o Bentall Retail Services
	130	Lawrence Plaza	526 Lawrence Ave West Unit 16A	Toronto, Ontario	M6A 1A2	Lawrence Plaza Equities
	131	Merivale Ottawa	1667 Merivale Road	Ottawa, Ontario	K2G 3K2	Rio- Can Real Estate
	132	Orleans	2002 Mer Bleu Road Unit 10/11	Ottawa, Ontario	K4K 3T9	Innes Shopping Centres Ltd
	133	Coquitlam	2748 Lougheed Highway	Port Coquitlam BC	V3B 6P2	WestLo Financial Corp.
	134	Bolton Factory Outlet	196 Me Ewan Drive East	Bolton, ON	L7E 4E5	209050 Ontario Limited

STORE NO.		LOCATION	ADDRESS			LANDLORD
	135	New Westminster Outlet	805 Boyd Street, Unit H110	New Westminster, BC	V3M 5X2	First Queensborogh Shopping Centre
	136	Heartland	5875 Rodeo Drive	Mississauga, ON	L5R 4Cl	Orlando Corporation
	137	Wellington — London	978-981 Wellington Road S	London, Ontario	N6E 3A9	Wellington Southdale Centre
	138	Richmond Hill	10 John Bricahll Road A6, Unit 3	Richmond Hill, ON		Riotrin Properties
	139	Trois Rivieres	4225 Boulevard Des Forges	Trois Rivieres, QC	G8Y lW2	Ivanhoe Cambridge II Inc.
	140	Chatham	100 King Street West	Chatham, ON	N7M 6A9	Ivanhoe Cambridge II Inc.
	141	Tecumseh	7650 Tecumseh Road East	Windsor, ON	N8T lE9	Ivanhoe Cambridge II Inc.
	142	Kildonan	1555 Regent Avenue West	Winnipeg, Manitoba	R2C 4J2	Ivanhoe Cambridge II Inc.
	302	Tique Granvill	2621 Granville St.	Vancouver, BC	V6H 2H2	Lai’s Enterprises Ltd.
	303	Place Ste Foy	2452 Boulevard Laurier	Sainte-Foy, QC	GIV 2Ll	Ivanhoe Cambridge II Inc.
	304	Brossard	2151 Boulevard Lapiniere	Brossard, QC	J4W 2T5	Ivanhoe Cambridge II Inc.
	305	Guilford Centre	2695 Guilford Town Centre	Surrey, BC	V3R 7Cl	Ivanhoe Cambridge II Inc.
	901	Ogilvy	1307 Rue St. Catherine O. 2nd Fl.	Montreal, PO	H3G IP7	Pyxis Real Estate Equities
			11 West 42nd Street, 22/B1	New York, NY		11 West 42nd, L.P. C/o Tishman Speyer Assoc.
			1412 Broadway, 4th FI	New York, NY		1412 Broadway, LLC C/o Murray Hill Properties, LLC
			148 West 37th Street, 2nd Fl	New York, NY		Fashions Associates C/o Adams & Company, LLC
			2600 Network Blvd, Unit 260	Frisco, TX		Hall 2600 Network Associates
			1412 Broadway, 5th & 6th Floors	New York, NY		1412 Broadway, LLC C/o Murray Hill Properties, LLC
			1411 Broadway	New York, NY	310	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	320	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	355	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	357	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	370	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	375	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1505	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1510	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1520	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1606	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1620	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1700	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1715	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1720	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1800	Trizechahn-Swig, LLC
			1411 Broadway	New York, NY	1820	Trizechahn-Swig, LLC

STORE NO.	LOCATION	ADDRESS			LANDLORD
		1411 Broadway	New York, NY	1830	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	1850	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	1865	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	1900	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2000	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2100	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2200	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2210	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2220	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2230	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2320	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2330	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2700	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	2710	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	3210	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	3215	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	3400	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	3700	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	3900	Trizechahn-Swig, LLC
		1411 Broadway	New York, NY	1510A	Trizechahn-Swig, LLC
		240 East 39th Street	New York, NY	17G	Glenwood Management Assoc.
		525 Seventh Avenue	New York, NY	6th Floor & 1509	525 Delaware, LLC
		525 Seventh Avenue	New York, NY	11th Floor	525 Delaware, LLC
		10 New Road	East Providence, RI		Ten New Road, LLC
		11891 Alameda Avenue	EI Paso, TX		Five Star Holding
		11891-B Alameda Avenue	E1 Paso, TX		Five Star Holding
		1245 Forest Parkway	West Deptford, NJ		Multi-Employer Property Trust
		1250 Forest Parkway	West Deptford, NJ		New York Life Insurance Company
		170 Butts Street	South Hill, VA		JA South Hill Portfolio, L.P.
		(i) 1020 North Point Blvd	Hanahan, SC	Entire Bldg	North Point Park, LLC
		(ii) 1441 Broadway	New York, NY	9th Floor	Lechar Realty, LLC
		(iii) 7410 Magi Road	Hanahan, SC	Entire Bldg	Monmouth Real Estate Investment Corp.
		(iv) 7410 Magi Road	Hanahan, SC	10th Floor	Lechar Realty, LLC
		(v) 7410 Magi Road	Hanahan, SC	2701/2702	Lechar Realty, LLC
		(vi) 498 Seventh Avenue	New York, NY	9th & 10th Floor	Mass Mutual Financial Grp
		1007 Orange Street	Wilmington, DE	225	BPG Office Partners VIII, LLC
		(ii) 180 Rittenhouse Circle	Bristol, PA	Entire Bldg	Inland Continental Property Mgmt

STORE NO.		LOCATION	ADDRESS			LANDLORD
			(iii) 200 Rittenhouse Circle	Bristol, PA	1,3,4 East	Whitesell Enterprises
			(iv) 200 Rittenhouse Circle	Bristol, PA	1,2,3,7 North	Whitesell Enterprises
			(v) 200 Rittenhouse Circle	Bristol, PA	4,5,6 North	Whitesell Enterprises
			(vi) 200 Rittenhouse Circle	Bristol, PA	5 East	Whitesell Enterprises
			(vii) 200 Rittenhouse Circle	Bristol, PA	6,7,8 West	Whitesell Enterprises
			(viii) 200 Rittenhouse Circle	Bristol, PA	7 East	Whitesell Enterprises
			(ix) 200 Rittenhouse Circle	Bristol, PA	8 North	Whitesell Enterprises
	2726	Watermark Place	4500 Katie’s Way	Bessemer	Space 645
	6755	Factory Stores of America-Boaz	200 Lackey Street	Boaz, AL
	6975	Tanger Center - Boaz	214 S McClesky Sp 117	Boaz, AL
	0671	Tanger Outlet - Foley	2601 S. McKenzie Street	Foley, AL
	1543	Tanger Center- Foley	2601 S. Mackenzie Street	Foley, AL
	0520	Tanger Outlet Center - Foley	2601 S. McKenzie Street	Foley, AL
	0708	Tanger Outlet - Foley	2601 S. McKenzie St.	Foley, AL	Suite C-3
	2551	Tanger Outlet - Foley	2601 S. McKenzie St. L5	Foley, AL
	2103	Riverchase Galleria	2000 Riverchase Galleria	Hoover, AL	Space #105
	2824	Festival Center	3726 Airport Blvd	Mobile, AL	Space 103
	7515	Pinnacle Hills Promenade	2203 S. Promenade Blvd.	Rogers, AR	Space 3117
	6753	Vanity Fair	2050 S. Roslyn Place	Mesa, AZ
	6959	Outlets at Anthem	4250 W. Anthem Way	Phoenix, AZ
	6260	U-HAUL INTERNATIONAL	PO BOX 52021	Phoenix, AZ
	2591	Outlets at Anthem	4250 W. Honda Bow Road	Phoenix, AZ	Space 525
	7018	Scottsdale Fashion Square	7014-1028 E. Camelback Road	Scottsdale, AZ
	2829	Scottsdale Fiesta Cntr	10220A 90th Street	Scottsdale, AZ
	0365	Oak Creek Factory Outlets	6601 S. Highway #179	Sedona, AZ
	2707	Oak Creek Factory Outlets	6645 S. Highway #179	Sedona, AZ	Suite C-2
	2666	Arizona Mills	Arizona Mills	Tempe, AZ	Space # 346
	2836	Alameda Town Center	2219-A Southshore Center	ALAMEDA,CA	Space 225
	0414	Viejas Outlet Center	5003 Willows Road, Suite 105	Alpine, CA
	2679	Viejas Outlet Center	5001 Willows Road	Alpine, CA	Space B102
	1236	Westfield-Santa Anita	400 S. Baldwin Avenue	Arcadia, CA	Suite 227-U, Space
					F-7
	6225	Santa Anita Fashion Park	400 S. Baldwin Ave. #368	Arcadia, CA
	7354	Santa Anita Fashion Park	400 S. Baldwin Avenue	Arcadia, CA	Suite #211
	2715	Tanger Center - Barstow	2796 Tanger Outlet	Barstow, CA	Suite 203

STORE NO.		LOCATION	ADDRESS			LANDLORD
	7467	Nine West	311 North Beverly Drive	Beverly Hills, CA
	0605	Desert Hills Premium Outlets	48650 Seminole Drive	Cabazon, CA	Suite F 170
	1637	Desert Hills Premium Outlets	48650 Seminole Drive	Cabazon, CA
	0031	Desert Hills Premium Outlets	48400 Seminole Drive	Cabazon, CA
	0758	Desert Hill Factory Store	48400 Seminole Drive	Cabazon, CA	Suite D 428
	2549	Desert Hills Factory Stores	48400 Seminole Drive	Cabazon, CA	Space D-424
	0663	Camarillo Premium Outlets	850 Ventura Blvd., Suite 732	Camarillo, CA
	6991	Camarillo Premium Outlets	910 Camarillo Center Drive	Camarillo, CA	Suite 806
	0447	Camarillo Premium Outlets	990 Camarillo Center Drive, Su	Camarillo, CA
	0726	Camarillo Premium Outlets	910 Camarillo Center Drive	Camarillo, CA	Suite 824
	2557	Camarillo Premium Outlets	740 E. Ventura Blvd.	Camarillo, CA	Suite 146
	7503	Westfield Topanga Owner	6600 Topanga Cyn. Blvd	Canoga Park, CA
	0681	Carlsbad Premium Outlet	5620 Paseo Del Norte	Carlsbad, CA	Space 116C
	0468	Carlsbad Company Stores	5610 Paseo Del Norte,	Carlsbad, CA	Space 108 B
	0755	Carlsbad Company Stores	5600 Paseo Del Norte	Carlsbad, CA	Space 128 B
	2672	Carlsbad Premium Outlets	5630 Paseo Del Norte	Carlsbad, CA	Space D122
	7386	Los Cerritos Center	203 Los Cerritos Center Los Ce	Cerritos, CA
	0660	Citadel Outlets Shopping Ctr	100 Citadel Drive	Commerce, CA	Building 10B
	0516	The Citadel	100 Citadel Drive	Commerce, CA
	2712	Citadel Outlet	100 Citadel Drive	Commerce, CA	Suite 160
	1257	The Promenade at Dos Lagos	2795 Cabot Drive	Corona, CA	Ste 6-120
	7022	South Coast Plaza	3333 Bristol Street	Costa Mesa, CA	Space 1849
	6154	Westfield Shoppingtown North C	200 E. Via Rancho Pkwy.	Escondido, CA
	7506	Westfield North County	200 E. Via Rancho Parkway	Escondido, CA	Space 325
	0741	Folsom Premium Outlets	13000 Folsom Blvd.	Folsom, CA	Suite 1005
	2516	Folsom Premium Outlets	1300 Folsom Blvd.	Folsom, CA	Space 805
	0661	Gilroy Premium Outlets	8300 Arroyo Circle	Gilroy, CA
	6967	Gilroy Premium Outlets	68140 Leavesley Road	Gilroy, CA
	0338	Gilroy Premium Outlets	8325-34 Arroyo Circle	Gilroy, CA
	0020	Gilroy Premium Outlets	8325-36 Arroyo Circle	Gilroy, CA	Space 36
	0721	Gilroy Premium Outlets	8375-50 Arroyo Circle	Gilroy, CA	Space 53
	2509	Gilroy Premium Outlets	8325-40 Arroyo Circle	Gilroy, CA	Space 40
	6170	Glendale Galleria	2181 Glendale Galleria	Glendale, CA
	7111	Glendale Galleria	1126 Glendale Galleria	Glendale, CA
	7518	Five Point Plaza	Space 188567	Huntington Beach, CA	18567 Main Street

STORE NO.	LOCATION	ADDRESS			LANDLORD
1246	Irvine Spectrum Center	The Paseo Shops	Irvine, CA	99 Fortune Drive Space 719
7114	University Town Center	4465 Lajolla Village Dr.	La Jolla, CA
0712	Lake Elsinore Outlet Center	17600 Collier Ave	Lake Elsinore, CA	Suite C128
1134	Westfield- Century City	10250 Santa Monica Blvd	Los Angeles, CA	Space 1040
6339	Westside Pavilion	10800 West Pico Blvd.	Los Angeles, CA
0037	Craig Realty Group Hillsboro	Dept. 9879	Los Angeles, CA	Space # A004
0714	CRAIG REALTY GROUP HILLSBORO	Dept. 9879	Los Angeles, CA	Space #154
6011	Beverly Center	8500 Beverly Blvd. Sp 767	Los Angeles, CA
7119	Westside Pavilion	10800 West Pico Blvd.	Los Angeles, CA	Space# 132
7461	Hollywood and Highland	6834 Hollywood Blvd #111	Los Angeles, CA
2511	Craig Realty Group-Hillsboro	DEPT. 9879-44	Los Angeles, CA
2784	Monterey Park Atlantic Square	2126 South Atlantic Blvd	Los Angeles, CA	SPACE 2126
2815	Vermont and Wilshire	3143 Wilshire Blvd	Los Angeles, CA
2839	Plaza Mexico	11215 Long Beach Blvd	Lynwood, CA	Ste 1001-1005
2618	The Great Mall	232 Great Mall Drive	Milipitas, CA
0662	Great Mall of the Bay Area	520 Great Mall Drive	Milpitas, CA
6167	Montclair Plaza	5066 Montclair Plaza Lane	Montclair, CA
2018	Montebello Town Center	2071 Montebello Town Ctr	Montebello, CA
0245	Napa Premium Outlets	629 Factory Stosres Drive	Napa, CA
2607	Napa Premium Outlets	835 Factory Stores Drive	Napa, CA
0728	Ontario Mills	1 Mills Circle	Ontario, CA	Suite 627
2628	Ontario Mills	1 Mills Circle	Ontario, CA	Space #832
2704	American Tin Cannery	125 Ocean View Blvd	Pacific Grove, CA	Space 112
7202	Stanford Shopping Center	185 Stanford Shopping Center	Palo Alto, CA
0467	Petaluma Village Premium Outle	2200 Petaluma Blvd., North 210	Petaluma, CA
2566	Petaluma Village Premium Outle	2200 Petaluma Boulevard North	Petaluma, CA	Space B200
1008	Prime Outlets at Pismo Beach	333 Five Cities Drive	Pismo Beach, CA
0237	Prime Outlets - Pismo Beach	333 Five Cities Drive., #104	Pismo Beach, CA
2613	Prime Outlets - Pismo Beach	333 Five Cities Drive	Pismo Beach, CA	Ste#l14
1213	Galleria at South Bay	1815 South Hawthorne Blvd	Redondo Beach, CA
6022	Galleria at South Bay	1815 Hawthorne Blvd.	Redondo Beach, CA	Suite 230
7209	Downtown Plaza	545 Downtown Plaza #2023	Sacramento, CA

STORE NO.	LOCATION	ADDRESS			LANDLORD
2794	The Shops At Tanforan	1150 El Camino Real	San Bruno, CA	Space 165
0674	Shops at Las Americas	4155 Camino de la Plaza	San Diego, CA
2029	Horton Plaza	273 Horton Plaza	San Diego, CA
2767	Shops at Las Americas	4155 Camino de la Plaza	San Diego, CA	Space #434
1136	San Francisco Shopping Center	865 Market Street	San Francisco, CA	Space 138
1207	Embarcadero Center	One Embarcadero Ctr.	San Francisco, CA
1208	San Francisco Center	865 Market Street	San Francisco, CA	Space #139
1208	San Francisco Center	865 Market Street	San Francisco, CA	Space #139
6171	Embarcadero Center	2 Embarcadero Center	San Francisco, CA
4005	Stonestown Galleria	3251 20th Avenue	San Francisco, CA
7103	Embarcadero Center	4 Embarcadero Center	San Francisco, CA
7122	San Francisco Center	865 Market Street	San Francisco, CA	#306
7333	Nine West	250 Stockton Street	San Francisco, CA
7345	Nine West	2086 Union Street	San Francisco, CA
2567	Marina Square	1251 Marina Blvd.	San Leandro, CA
7200	Hillsdale Mall	228 Hillsdale Mall #2360	San Mateo, CA
2586	San Ysidro Village	4464 Camino de la Plaza	San Ysidro, CA	Suite D-6
7108	Paseo Nueva Mall	201 Paseo Nuevo	Santa Barbara, CA
7108	Paseo Nueva Mall	201 Paseo Nuevo	Santa Barbara, CA
2110	Valley Fair	2855 Stevens Creek Boulevard	Santa Clara, CA
5002	Sherman Oaks Fashion Square	14006 Riverside Drive	Sherman Oaks, CA
7494	Simi Valley Mall	1555 Simi Valley Town Center	Simi Valley, CA
2783	Factory Stores at teh Y	2024 S Lake Tahoe Blvd.	South Lake Tahoe, CA	Space 16
0464	St. Helena Premium Outlets	3111 N. St. Helena Highway,	St. Helena, CA	Space 3A
0557	Horizon Outlet Center	1435 Retherford Street	Tulare, CA	Space D-125
2729	Horizon Outlet Center	1525 Retherford Street	Tulare, CA	Space #C045
0693	Vacaville Premium Outlets	344 Nut Tree Road	Vacaville, CA	Space #274
6962	Vacaville Premium Outlets	311 Nut Tree Road Ste #F	Vacaville, CA
0475	Vacaville Premium Outlets	344 Nut Tree Road	Vacaville, CA
2520	Vacaville Premium Outlets	331 Nut Tree Road	Vacaville, CA	Ste #D
7435	Valencia Town Center	24250 Town Ctr. Drive #130	Valencia, CA
2526	Castle Rock Factory Shops	5050 Factory Shops Blvd.	Castle Rock, CO
6255	Cherry Creek Mall	3000 East First Ave.	Denver, CO	Space #223
6012	Cherry Creek Mall	3000 East First Ave. #191	Denver, CO

STORE NO.	LOCATION	ADDRESS			LANDLORD
0523	Colorado Mills	14500 W. Colfax Avenue	Lakewood, CO	Space 242
2727	Colorado Mills	14500 W. Colfax Avenue	Lakewood, CO	Space #265
0659	Silverthorne Factory Stores	227-R Blue River Parkway	Silverthorne, CO
0030	Silverthorne Factory Store	167-B Wildernest Road #28	Silverthorne, CO	PO Box 2010
0827	Silverthorne Factory Outlet	167-D Wildernest Road	Silverthorne, CO	PO Box 2012
2522	Silverthorne Factory Stores	246-B Rainbow Drive	Silverthorne, CO	Space #63
7475	The Shoppes at Farmington	110 Albany Turnpike Suite # 31	Canton, CT
0607	Clinton Crossing Premium Outle	20 Killingworth Turnpike	Clinton, CT	Suite232
1618	Clinton Premium Outlets	20 Killingworth Trunpike	Clinton, CT	Space #254
0312	Clinton Crossing Premium Outle	20 Killingworth Turnpike, # 34	Clinton, CT
0723	Clinton Crossing Premium Outle	20 Killingworth Turnpike	Clinton, CT	Space 125
2705	Clinton Crossing	20 Killingworth Turnpike	Clinton, CT
2101	Danbury Fair Mall	7 Backus Ave	Danbury, CT
2843	Black Rock Turnpike Mall	Sun Realty Assoc. LLC	Fairfield, CT	2181 Black Rock Turnpike
6104	Westfarms Mall	500 West Farms Mall	Farmington, CT
6006	Westfarms Mall	508 Westfarms Mall	Farmington, CT
2658	Hamden Mart	2300 Dixwell Ave.	Hamden, CT
1237	Westfield Shoppingtown-Ct	1201 Boston Post Road	Milford, CT	Space 2441
0510	Jones New York	517 Westport Avenue	Norwalk, CT
2751	Nine West Outlet	517 Westport Avenue	Norwalk, CT
2753	Nine West Outlet	507 Boston Post Road	Orange, CT
0101	Stamford Towne Center	100 Greyrock Place	Stamford, CT
2758	Ridgeway Shopping Center	2341 Summer Street	Stamford, CT
7490	Westfield Shoppingtown Trumbul	5065 Main Street	Trumbull, CT
1264	Crystal Mall	850 Hartford Turnpike	Waterford, CT	Space H120
6969	Westbrook Factory	314 Flat Rock Rd.	Westbrook, CT
2619	Westbrook Factory	314 Flat Rock Pl.	Westbrook, CT
7343	Nine West	1227 Wisconsin Avenue	Georgetown, DC
1238	National Press Building	529 14th Street NW	Washington, DC
1239	Union Station	50 Massachusetts Ave	Washington, DC	Space 208
1255	1329 Wisconsin Ave	Bandolino	Washington, DC	1329 Wisconsin Ave

STORE NO.	LOCATION	ADDRESS			LANDLORD
7527	1029 Connecticut Ave	1150 Connectut Ave	Washington, DC	Suite 801
3211	Union Station	529 Mass. Ave	Washington, DC
0667	Tanger Center - Rehoboth Beach	34986 Midway Outlet Drive	Rehoboth Beach, DE
6776	Tanger Outlet - Rehoboth Beach	36706 Bayside Outlet Drive	Rehoboth Beach, DE
0284	Tanger Outlet - Rehoboth Beach	34986 Midway Outlet Drive	Rehoboth Beach, DE	Suite 109
2515	Tanger Outlet - Rehoboth Beach	34986 Midway Outlet Drive	Rehoboth Beach, DE	Suite 110
2578	Vero Fashion Outlets, LLC	9551 East Bay Harbor Drive	Bay Harbor, FL
6380	Town Center at Boca Raton	6000 Glades Road	Boca Raton, FL
2129	Town Center at Boca Raton	409 Boca Town Center	Boca Raton, FL
2129	Town Center at Boca Raton	409 Boca Town Center	Boca Raton, FL
7500	Mizner Park	1337 Plaza Real	Boca Raton, FL	Space 1337
6110	Boynton Beach Mall	801 N Congress Ave.	Boynton Beach, FL
2789	Catalina Centre	1713-15 N. Congress Avenue	Boynton Beach, FL	Space C-6/7
6157	Westfield Shoppingtown Brandon	315 Westfield Shoppingtown Bra	Brandon, FL
0537	Pine Island Marketplace	523 SW Pine Island Road	Cape Coral, FL
2832	Clearwater Mall	2979 Gulf to Bay Blvd	Clearwater, FL
1270	Coral Square Mall	9097 West Atlantic Blvd	Coral Springs, FL
6286	Coral Square Mall	9493 West Atlantic Blvd.	Coral Springs, FL
7339	Coral Square Mall	9367 West Atlantic Blvd	Coral Springs, FL
7339	Coral Square Mall	9367 West Atlantic Blvd	Coral Springs, FL
2806	Bellair Plaza Shopping Center	2561 North Atlantic Ave	Daytona Beach, FL
6992	Silver Sands Factory Outlet	10746 Emerald Coast Pkwy	Destin, FL
0066	Silver Sands Factory Outlet	10406 W. Emerald Coas Parkway	Destin, FL
0751	Silver Sands Factory Outlet	10746 Emerald Coast Pkwy.	Destin, FL
2610	Silver Sands Factory Outlet	10676 Emerald Coast Pkwy	Destin, FL
6868	Prime Outlets - Ellenton	5439 Factory Shops Blvd.	Ellenton, FL
0040	Prime Outlets - Ellenton	5613 Factory Shops Blvd., #415	Ellenton, FL
0706	Prime Outlets - Ellenton	5591 Factory Shops Blvd.	Ellenton, FL
2688	Prime Outlets - Ellenton	5571 Factory Shops Blvd #290	Ellenton, FL
1533	Miromar Outlets	10801 Cork Screw Rd. Suite 134	Estero, FL
0511	Miromar Outlets	10801 Corkscrew Road	Estero, FL

STORE NO.	LOCATION	ADDRESS			LANDLORD
0838	Miromar Outlets	10801 Corkscrew Road	Estero, FL	Suite #128
7520	Coconut Point	Space N-03	Estero, FL	23191 Fashion Dr Ste 103
2760	Miromar Outlets	10801 Corkscrew Road	Estero, FL
2590	Prime Outlets - Florida City	200 E. Palm Drive	Florida City, FL
1643	Coral Ridge Mall	3200 N. Federal Highway	Ft. Lauderdale, FL	Space 408
7408	The Galleria Mall	2586 E Sunrise Blvd.	Ft. Lauderdale, FL
1011	Tanger Center - Sanibel	20350 Summerline Road	Ft. Meyers, FL	Space #3125
2749	Tanger Center - Sanibel	20350 Summerline Rd.	Ft. Meyers, FL
0295	Tanger Center - Sanibel	20350 Summerline Rd., #1112	Ft. Myers, FL
2788	Coral Ridge Mall	3200 N. Federal Highway	Ft.Lauderale, FL	Space 603
6808	Factory Stores of America - Graceville	950 Prim Avenue	Graceville, FL
2798	Oakwood Plaza	3721 Oakwood Blvd	Hollywood, FL
1227	The Avenues	10300 Southside Blvd.	Jacksonville, FL	Suite #2550
7407	The Avenues	10300 Southside Blvd.	Jacksonville, FL	Room No: 2630
7407	The Avenues	10300 Southside Blvd.	Jacksonville, FL	Room No: 2630
2659	Jacksonville Landing	2 Independent Drive	Jacksonville, FL	Suite 1035
2817	Oakleaf Plantation	9640 Crosshill Blvd	Jacksonville, FL	Space 104 A
2807	South Beach Regional Center	3852 South Third St.	Jacksonville Beach, FL
1273	Treasure Coast Square	3194 NW Federal Highway	Jensen Beach, FL	Space 3194
2803	Kendall Town and Country Ctr	8630 Mills Drive	Kendall, FL
2819	518 Duval Street	First State Bank	Key West, FL	1201 Simonton Street
2825	Merchants Walk	3615 S. Florida Ave	Lakeland, FL	Space 910
2802	Largo Mall Shopping Center	10500 Ulmerton Road	Largo, FL	Suite 278
0042	Prime Outlets - Naples	6060 Collier Blvd.,	Marco Island, FL	Space 76
1283	The Falls	8888 SW 136 ST	Miami, FL	SP #220
7340	Miami Int Mall - Storage	1455 Northwest 107th Avenue	Miami, FL
7340	Miami Int Mall - Storage	1455 Northwest 107th Avenue	Miami, FL
7395	Nine West	673 Collins Ave.	Miami, FL
7446	Dadeland Mall	7539 North Kendall Drive	Miami, FL
2742	Dolphin Mall	11401 NW 12th Street	Miami, FL	Space #128
7481	Falls Shopping Center Storage	8888 SW 136 ST	Miami, FL

STORE NO.	LOCATION	ADDRESS			LANDLORD
7481	Falls Shopping Center Storage	8888 SW 136th Street	Miami, FL
6360	Aventura Mall	19575 Biscayne Blvd.	N. Miami Beach, FL	Space #1503
2128	Aventura Mall	19575 Biscayne Blvd	N. Miami Beach, FL	Sp #305
7462	Coastland Center	1900 9th Street North	Naples, FL
0609	Orlando Premium Outlets	8200 Vineland Ave.	Orlando, FL	Suite315
1626	Lake Buena Vista Factory Store	15749 S. Apopka Vineland Road	Orlando, FL	Unit J-5
1626	Lake Buena Vista Factory Store	15749 S. Apopka Vineland Road	Orlando, FL	Unit J-5
6847	Prime Outlets - Orlando	4949 N. Intl Drive. Suite 125	Orlando, FL
6386	Florida Mall	8001 South Orange Blossom Trail	Orlando, FL	Space 1280 B
0521	Festival Bay	5250 International Drive	Orlando, FL
0471	Orlando Premium Outlets	8200 Vineland Ave., Suite 707	Orlando, FL
0538	Prime Outlets- Orlando	4953 International Drive	Orlando, FL	Suite 2A-06
0734	Prime Outlets	5401 West Oakridge Road	Orlando, FL	Mall 1 Suite 12
0799	Lake Buena Vista Factory Store	15779 S Apopha Vineland Road	Orlando, FL	Building #L1A
0826	Festival Bay	5250 International Drive	Orlando, FL
2106	Florida Mall	8001 South Orange Blossom Trai	Orlando, FL
7351	Orlando Fashion Sq. Mall	3321 E. Colonial Drive	Orlando, FL	Space D-28
7454	Mall of Millennia	4200 Conroy Road	Orlando, FL	Suite 231
2609	Orlando Design Center	5265 N. International Drive	Orlando, FL
2650	Lake Buena Vista Factory Stores	15753 S. Apoka Vineland Road	Orlando, FL
2759	Orlando Premium Outlet	8200 Vineland Avenue	Orlando, FL
2782	Festival Bay	5250 International Drive	Orlando, FL
2810	Waterford Lakes Town Center	Space S-03	Orlando, FL	705 N. Alafaya Trail
4002	The Gardens	3101 PGA Blvd	Palm Beach Gardens, FL	Space P239
2781	Panama City Mall	2196 N.Cove Blvd.	Panama City, FL	Space 2196
0543	Shops at Pembroke Gardens	317 SW 145TH Terrace	Pembroke Gardens, FL	Space 3040
1230	Pembroke Lakes Mall	11401 Pines Boulevard	Pembroke Pines, FL
6239	Pembroke Lakes Mall	11401 Pines Blvd.	Pembroke Pines, FL
7385	Pembroke Lakes Mall	11401 Pines Blvd.	Pembroke Pines, FL	Space 852

STORE NO.	LOCATION	ADDRESS			LANDLORD
1241	Broward Mall	8000 W Broward Boulevard	Plantation, FL	Space 630
6371	Broward Mall	8000 W Broward Boulevard	Plantation, FL	Space 517
4014	Broward Mall	8000 Broward Mall	Plantation, FL
1003	St. Augstine Premium Outlets	2700 State Road 16	St. Augustine, FL	Suite 107A
6986	St. Augustine Factory Outlets	500 Belz Factory Outlet Mall	St. Augustine, FL	Suite 55
6719	St. Augustine Premium Outlets	2700 State Road 16	St. Augustine, FL
0421	St. Augustine Factory Outlets	500 Belz Factory Outlet Mall,	St. Augustine, FL
0745	St. Augustine Premium Outlets	2700 State Road 16	St. Augustine, FL	Suite 907
2661	St. Augustine Premium Outlets	2700 State Road 16	St. Augustine, FL	Suite 804
1272	Tyrone Square Mall	6885 Tyrone Square	St. Petersburg, FL	Space 612
0680	Sawgrass Mills	12801 W Sunrise Blvd	Sunrise, FL	Space 1033
0707	Sawgrass Mills Center	12801W. Sunrise Blvd.	Sunrise, FL	Suite 424
2502	Sawgrass Mills	12801 W. Sunrise Blvd	Sunrise, FL	Suite 435
6347	Citrus Park Town Center	7910 Citrus Park Town Center	Tampa, FL
6387	Westshore Plaza	257 Westshore Plaza	Tampa, FL	Space C-016
7329	West Shore Plaza	309 West Shore Plaza	Tampa, FL
7442	Citrus Park Town Center	7949-C Citrus Park Town Center	Tampa, FL	Space 460
2823	Carrollwood Commons	15140 N. Dale Mabry Hwy	Tampa, FL	Space B6
6374	The Villages At Lake Sumter	1085 Canal Street	The Village, FL	Space 1085
6978	Vero Fashion Outlets LLC	9551 East Bay Harbor Drive	Vero Beach, FL
0232	Outlets at Vero Beach	1794 94th Drive	Vero Beach, FL	Suite A120
0725	The Outlets at Vero Beach	1846 94th Drive	Vero Beach, FL	Suite B150
7497	The City Place	700 S ROSEMARY AVE	W. Palm Beach, FL	SUITE 134, SPACE B-14
7473	The Mall at Wellington Green	10300 W. Forest Hill Blvd.	Wellington, FL
2805	Winter Garden Village	3251 Daniels Road	Winter Garden, FL	Space W-124
0533	Winter Garden Village	3239 Daniels Road	Winter Gardens, FL	Space 102
2032	Cumberland Mall	1362 Cumberland Mall	Atlanta, GA
2124	Lenox Square	3393 Peachtree Rd.	Atlanta, GA
2124	Lenox Square	3393 Peachtree Rd.	Atlanta, GA
3010	Perimeter Mall	4400 Ashford Dunwoody Rd.	Atlanta, GA
7498	Atlantic Station	230 18th Street	Atlanta, GA	Building 11, Space 11115
7511	Augusta Mall	3450 Wrightsboro Road	Augusta, GA	Space 2090

STORE NO.	LOCATION	ADDRESS			LANDLORD
7516	Mall of Georgia	Space 1039A	Buford, GA	3333 Budford Drive
6989	Prime Outlets - Calhoun	455 Belwood Rd.	Calhoun, GA	Ste 18
0068	Prime Outlets - Calhoun	455 Belwood Rd., Suite 24	Calhoun, GA
6964	Tanger Center - Commerce	800 Tanger Drive Suite 601	Commerce, GA
0739	Tanger Center - Commerce	800 Steven B. Tanger Blvd.	Commerce, GA	Suite 708
2623	Tanger Center - Commerce	800 Tanger Drive	Commerce, GA	Suite 102
0675	N. Georgia Premium Outlets	800 Highway 400 South	Dawsonville, GA
6993	N. Georgia Premium Outlets	800 Highway 400 S.	Dawsonville, GA	#365
0309	N. Georgia Premium Outlets	800 Highway 400 S., # 425	Dawsonville, GA
0719	N. Georgia Premium Outlets	800 Highway 400 S #260	Dawsonville, GA
2651	N. Georgia Premium Outlets	800 Hwy 400 S.	Dawsonville, GA	#340
0766	Outlet Center at Boaz	300 Longvue Court	Johns Creek, GA
2107	Cobb Center	400 W. Barrett Parkway	Kennesaw, GA	Sp#219
0765	Discover Mills	5900 Sugarloaf Parkway	Lawrenceville, GA	Suite 250
2719	Discover Mills	5900 Sugarloaf Parkway SP #272	Lawrenceville, GA
1619	Tanger Center - Locust Grove	1000 Tanger Drive	Locust Grove, GA
0548	Tanger Outlets - Locust Grove	1000 Tanger Drive	Locust Grove, GA	Space 55
0760	Tanger Center - Locust Grove	1000 Tanger Drive	Locust Grove, GA	Suite 506
2599	Tanger Center - Locust Grove	1000 Tanger Drive	Locust Grove, GA	Suite 222
2031	Oglethorpe Mall	7804 Abercorn Extension Pkwy.#	Savannah, GA
0651	Guam Factory Outlet	199 Chalan San Aontonio Road	Tamuning, GU	Space 107
2676	Guam Premier Outlets	199 Charlan San Antonio Road	Tamuning, Guam
7350	Ala Moana Center	1450 Ala Moana Blvd.	Honolulu, HI	Sp2015.
7350	Ala Moana Center	1450 Ala Moana Blvd.	Honolulu, HI	Sp2015.
7471	Hyatt Regency Waikiki	2424 Kalakaua Avenue	Honolulu, HI	Space 112 1st Fl
7512	Kahala Mall	4211 Waialae Avenue	Honolulu, HI
0608	Waikele Premium Outlets	94798 Lumiaina St.	Waikele, HI	Suite 404
2626	Waikele Premium Outlets	94-796 Lumiaina St.	Waipahu, HI	Ste 313
6761	Factory Stores of America - Story City	324 Factory Outlet Drive	Story City, IA
1005	Chicago Premium Outlets	1650 Premium Outlets	Aurora, IL	Space 225
1604	Chicago Premium Outlets	1650 Premium Outlets Blvd.	Aurora, IL	Space #1225
0499	Chicago Premium Outlets	1650 Premium Outlets Boulevard	Aurora, IL
0796	Chicago Premium Outlets	1650 Premium Outlets Blvd.	Aurora, IL	Space #1237
2724	Chicago Premium Outlets	1650 Premium Outlets Blvd.	Aurora, IL	Space #1273

STORE NO.	LOCATION	ADDRESS			LANDLORD
2121	River Oaks Center	96 River Oak Center	Calumet City, IL
0527	Riverpoint Shopping Center	1730 West Fullerton Ave	Chicago, IL	Space 9/10
0701	Washington Street	35 E. Washington Street	Chicago, IL
7448	Water Tower Mall	845 N. Michigan Avenue	Chicago, IL	Space 211
7464	Nine West	701 N. Michigan Avenue	Chicago, IL
7470	Clark Street	111 West Monroe	Chicago, IL
7510	Clybourn Galleria	1845 N. Clybourn	Chicago, IL
2560	Nine West	2739 North Clark Street	Chicago, IL
2697	Nine West Outlet	2058 N. Halsted Street	Chicago, IL
2506	Gurnee Mills	6170 W. Grand Ave.	Gurnee, IL	Space # 769
2622	Prime Outlets - Huntley	11800 Factory Shops Blvd	Huntly, IL	Space 830
1252	Yorktown Shopping Center	157-F Yorktown Shopping Center	Lombard, IL	Space 157-F
2837	The Brickyard	2901 Butterfied Road	Oak Brook, IL
7008	Oakbrook Shopping Center	100 Oakbrook Center	Oak Brook, IL	Space 401
0560	Woodgrove Festival	CE Region	Rosemont, IL	10600 West Higgins Suite 408
5001	Woodfield Mall	Gold Road at Route 53	Schaumburg, IL
2125	Old Orchard Shopping Center	28 Old Orchard Center	Skokie, IL	Space E28
2104	Vernon Hills	311 Hawthorne Ctr	Vernon Hills, IL
6768	Factory Stores Of America	1000 Fact. Outlet Drive	West Frankfort, IL	#102
1279	College Mall	2894 E. 3rd Street	Bloomington, IN	Space G06
0694	Edinburgh Premium Outlets	11885 NE Executive Drive	Edinburgh, IN	Space #H-60
6953	Edinburgh Premium Outlet	3175 Outlet Dr	Edinburgh, IN
0482	Edinburgh Premium Outlet	3070 Outlet Drive, Store #F100	Edinburgh, IN
0720	Edinburgh Premium Outlet	11691 NE Executive Drive	Edinburgh, IN
2671	Edinburgh Premium Outlet	3145 Outlet Dr	Edinburgh, IN
0212	Prime Outlets - Fremont	6245 No. Old 27,	Freemont, IN	Space A-20
7304	Fashion Mall at Keystone Cross	8702 Keystone Crossing	Indianapolis, IN	Space 152
7311	Circle Center Mall	49 West Maryland Street	Indianapolis, IN	Space E-17
0654	Lighthouse Place Premium Outle	417 Lighthouse Place Premium O	Michigan City, IN
6739	Lighthouse Place Premium Outle	417 Lighthouse Place	Michigan City, IN
0035	Lighthouse Place Prem. Outlets	711 Lighthouse Place	Michigan City, IN
0735	Lighthouse Place Premium	1660 Lighthouse Place	Michigan City, IN	Suite 1660

STORE NO.	LOCATION	ADDRESS			LANDLORD
	Outle
2536	Lighthouse Place Premium Outlt	1004 Lighthouse Place	Michigan City, IN	Space #1004
6758	VF Factory Stores of America	2529 Highway 227	Carrollton, KY
6782	Hanson Outlet Mall	100 Factory Outlet Dr	Hanson, KY
7121	Mall St. Matthews	5000 Shelbyville Road	Louisville, KY
6752	Factory Stores of America	700 Outlet Drive	Arcadia, LA
1285	Mall of Louisiana	Space 1096	Baton Rouge, LA	6401 Bluebonnet Blvd
7392	Mall of Louisiana	6401 Blue Bonnet Blvd.	Baton Rouge	Space #1060
2830	Hammond Air Strip Center	9622 Airline Highway	Baton Rouge
1631	Louisiana Boardwalk	340 Boardwalk Boulevard	Bossier City
2739	Louisiana Boardwalk	320 Boardwalk Boulevard	Bossier City
1650	Tanger Outlets - Gonzales	2400 Tanger Blvd	Gonzales, LA
0481	Tanger Center - Gonzales	2200 Tanger Blvd., Suite 131	Gonzales, LA
0709	Tanger Center - Gonzales	2300 Tanger Blvd.	Gonzales, LA	Suite 129
2563	Tanger Center - Gonzales	2200 Tanger Blvd.	Gonzales, LA	Suite 130
6810	FSA - Iowa	800 Factory Outlet Drive	Iowa, LA	Suite 106
2017	The Esplanade	1401 W. Esplanade	Kenner, LA
7483	Mall of Acadiana	5725 Johnston Street	Lafayette, LA	F-222
1292	Lakeside Mall	3301 Veterans Memorial Blvd.	Metairie, LA
6129	Lakeside Mall	3301 Veterans Memorial Blvd	Metairie, LA
7203	Lakeside Mall	3301 Veterans Memorial Blvd	Metairie, LA	Space 99
7388	Riverwalk	1 Poydras St.	New Orleans, LA
2766	Nine West	706 Canal Street	New Orleans, LA
1135	Copley Place	100 Huntington Ave	Boston, MA	Space J011
1901	Copley Place	100 Huntington Ave	Boston, MA	Space #62
7477	Fanueil Hall Market Place	North Market Place Building	Boston, MA
7011	South Shore Plaza	250 Granite Street	Braintree, MA
6327	Burlington Mall	Middlesex Turnpike	Burlington, MA
7117	Burlington Mall	75 Middlesex Street	Burlington, MA
0683	Prime Outlets - Lee	50 Water Street	Lee, MA	Space B130
6832	Prime Outlets - Lee	50 Water Street	Lee, MA
0358	Prime Outlets - Lee	50 Water St., H510	Lee, MA
0744	Prime Outlets - Lee	50 Water Street	Lee, MA
2621	Berkshire Outlet Village	50 Water Street	Lee, MA
0795	Route 146 Millbury	70 Worcester Providence Hwy.	Millbury, MA	Space 307

STORE NO.	LOCATION	ADDRESS			LANDLORD
7314	Natick Collection	1245 Worcester Street	Natick, MA
6706	VF Factory Stores of America	375 Faunce Corner Road	North Dartmouth, MA
6707	Cape Cod Factory Mall	1 Factory Outlet Road	Sagamore, MA
0498	Cape Cod Factory Mall	1 Factory Outlet Road	Sagamore, MA	Space 127
0684	Wrentham Village Outlets close	Premium Outlets Blvd.	Wrentham, MA	Suite C-7
1517	Wrentham Premium Outlets	One Premium Outlet Blvd	Wrentham, MA
0426	Wrentham Premium Outlets	Premium Outlets Blvd., Suite 2	Wrentham, MA
0743	Wrentham Premium Village	1 Premium Outlet Blvd.	Wrentham, MA	Suite 430
2681	Wrentham Premium Outlets	One Premium Outlet Blvd	Wrentham, MA
6185	Annapolis Mall	1830 Annapolis Mall	Annapolis, MD	Space 47
3008	The Gallery at Harbor Place	200 E. Pratt Street	Baltimore, MD	Suite 322
2750	Atlantic City Associates	604 East Pratt ST. 6th Flr	Baltimore, MD
6155	Westfield Shoppingtown Montgom	7107 Democracy Blvd.	Bethesda, MD
7007	Montgomery Mall	7101 Democracy Boulevard	Bethesda, MD	Space A-2428
6140	Columbia Mall	10300 Little Patuxent Parkway	Columbia, MD
1234	Lakeforest Center	701 Russell Avenue	Gaithersburg, MD
6259	Lakeforest Center	701 Russell Avenue	Gaithersburg, MD
0668	Prime Outlets - Hagerstown	240 Prime Outlets Boulevard	Hagerstown, MD
1628	Prime Outets at Hagerstown	830 Prime Outlet Boulevard	Hagerstown, MD
0406	Prime Outlets - Hagerstown	220 Prime Outlets Blvd.	Hagerstown, MD
0747	Prime Outlets - Hagerstown	140 Prime Outlets Blvd.	Hagerstown, MD
2654	Prime Outlets - Hagerstown	115 Prime Outlets Blvd.	Hagerstown, MD
0462	Arundel Mills	7000 Arundel Mills Blvd., Suit	Hanover, MD
0759	Arundel Mills	7000 Arundel Mills Circle	Hanover, MD	Suite 465
2702	Arundel Mills	7000 Arundel Mills Blvd.	Hanover, MD	Suite 472
2756	Boulevard at the Capital Ctr	900 K Capital Centre	Landover, MD
1251	White Flint Mall	11301 Rockville Pike	N. Bethesda, MD
2117	Owings Mill Town Center	10300 Mill Run Circle	Owings Mills, MD	Sp. 602
0027	Prime Outlets - Perryville	68 Heather Lane	Perryville, MD
0027	Prime Outlets - Perryville	68 Heather Lane	Perryville, MD
6855	Prime Outlets - Queenstown	419 Outlet Center Drive	Queenstown, MD
0026	Prime Outlets - Queenstown	409 Outlet Center Drive, Store	Queenstown, MD
0752	Prime Outlets - Queenstown	428 Outlet Center Drive	Queenstown, MD	Space B024
2778	Prine OUtlets - Queenstown	217 Outlet Center Drive	Queenstown, MD	Space D046
6341	White Flint Mall	11301 Rockville Pike	Rockville, MD	Space 1-58

STORE NO.	LOCATION	ADDRESS			LANDLORD
7425	White Flint Mall	11301 Rockville Pike	Rockville, MD	Space #126
2545	City Place	8661 Colevile Rd.	Silver Springs, MD
7012	Towson Town Center	825 Dulaney Valley Road	Towson, MD	Space 374
6143	Wheaton Plaza Regional SC	1160 Veirs Mall Road	Wheaton, MD
7476	Wheaton Plaza	11160 Veirs Mill Road	Wheaton, MD
0669	Denney Block	56 Main Street	Freeport, ME
0478	Denney Block	58 Main Street, Suite 31	Freeport, ME
2625	Nine West	76 Main Street	Freeport, ME
0658	Kittery Premium Outlets	294 US Route One	Kittery, ME
6846	Maine Outlet Mall	345 US Route 1	Kittery, ME
0018	Kittery Premium Outlets	318 Rt. 1, #5	Kittery, ME
0824	The Maine Outlets	345 US Route One	Kittery, ME
1621	Great Lakes Crossing	4618 Baldwin Road	Auburn Hills, MI
0448	Great Lakes Crossing	4004 Baldwin Road	Auburn Hills, MI	Space 219
2691	Great Lake Crossing	4722 Baldwin Road	Auburn Hills, MI
0698	Prime Outlets - Birch Run	12156 S. Beyer Road	Birch Run, MI
6803	Prime Outlets - Birch Run	12245 S. Beyer Road	Birch Run, MI	Space A110
0016	Prime Outlets - Birch Run	12156 Beyer Road	Birch Run, MI	Space #24
0738	Prime Outlets - Birch Run	8925 Market Place Drive	Birch Run, MI	Suite 504
2523	Prime Outlets - Birch Run	12156 Beyer Road	Birch Run, MI
0757	Great Lakes Crossing	4724 Bladwin Rd.	Bloomfield, MI	Space #204
2842	The Outlet Shoppes at Oshkosh	c/o Horizon Group Prop, Inc.	Chicago, MI	5000 hakes Drive, Suite 500
7501	The Mall at Partridge Creek	17460 Hall Road	Clinton Township	Space 117
6382	Fairlane Town Center	Department 52001	Detroit, MI	P.O. Box 67000
1277	Genesee Valley Center	4376 Miller Road	Flint, MI
0640	Tanger Center - Kensington	1475 North Burkhart Road	Howell, MI	Suite D-210
0408	Tanger Center - Kensington	1475 N. Burkhart Rd., Ste. E-l	Howell, MI
0729	Tanger Center - Kensington	1475 North Burkhart Rd.	Howell, MI	Suite D-200
2605	Tanger Center - Kensington	1475 N. Burkhart Rd.	Howell, MI	Space D-220
6207	Laurel Park Mall	37610 West Six Mile	Livonia, MI
7365	Laurel Park Place	37648 West Six Mille Road	Livonia, MI
7479	Twelve Oaks	27348 Novi Road	Novi, MI
1132	Somerset Collection	2800 West Big Beaver Road	Troy, MI
6176	Oakland Mall	674 W. 14 Mile	Troy, MI
7379	Somerset Collection	2800 W. Big Beaver Rd.	Troy, MI	Space 137
6976	Tanger Center - West Branch	8990 Cook Rd	West Branch, MI	Space 116

STORE NO.	LOCATION	ADDRESS			LANDLORD
0453	Albertville Premium Outlets	6415 Labeaux Avenue, NE, Suite	Albertville, MN
2745	Albertville Premium Outlets	6500 Labeaux Avenue	Albertville, MN	Space E-90
7100	Mall of America	156 South Avenue	Bloomington, MN
7005	Southdale Center	10 Southdale Center	Edina, MN	Space #2658
6183	Rosedale Center	310 Rosedale Center	Roseville, MN
2027	Rosedale Center	111 Rosedale Center	Roseville, MN
6751	Factory Merchants Branson	1000 Pat Nash Drive	Branson, MO
6961	Factory Merchants Branson	4360 Gretnan Road	Branson, MO
0556	Factory Merchants - Branson	1000 Pat Nash Dr.	Branson, MO	Space 9-49
1275	Columbia Mall	Space 412	Columbia, MO	2300 Bernadette Drive
1256	Independence Center	2035 Independence Center	Independence, MO	Space H08
6759	Factory Stores of America - Lebanon	2020 Industrial Drive	Lebanon, MO	Suite 108
6804	Osage Beach Premium Outlets	4540 Hwy. 54	Osage Beach, MO	Suite B-2
0052	Osage Beach Premium Outlets	4540 Highway 54, Suite G2	Osage Beach, MO
2548	Osage Beach Premium Outlets	Box A-2 Highway 54	Osage Beach, MO
1133	Plaza Frontenac	1701 S Lindbergh Blvd	St Louis, MO	Space 86
6159	St. Louis Galleria	1186 St. Louis Galleria	St. Louis, MO
2105	St. Louis Galleria	1146 Saint Louis Galleria	St. Louis, MO
2730	St. Louis Mills	555 St. Louis Mills Blvd.	St. Louis, MO	Space #224
6950	Warrenton Outlet Center	1000 Warrenton Outlet Center 13	Warrenton, MO
2538	Warrenton Outlet Center	1000 Warrenton Outlet Center 4	Warrenton, MO
0547	Prime Outlets at Gulfport	10645 Factory Shops Blvd	Gulfport, MS
0767	Prime Outlets - Gulfport	10530 Factory Shops Blvd	Gulfport, MS	Suite 530
7355	Northpark Mall	1200 E. Countyline Rd.	Ridgeland, MS	Space #273
6760	Factory Stores of America	2824 Eason Blvd	Tupelo, MS
0746	Tanger Center - Blowing Rock	US Highway 321, Suite 12	Blowing Rock, NC	310 Shopps on the Parkway
2731	Tanger Center - Blowing Rock	US Highway 321 Space #44	Blowing Rock, NC	310 Shopps on the Parkway
2533	Burlington Manufacturer’s Outl	1307 Plaza Drive	Burlington, NC
6103	Cary Town Center	1105 Walnust St.	Cary, NC	Space 1149

STORE NO.	LOCATION	ADDRESS			LANDLORD
6960	Pigeon Forge Outlet	P. O. Box 65125	Charlotte, NC
6128	South Park Mall	4400 Sharon Road	Charlotte, NC
6367	Northlake Mall	6801 Northlake Mall Drive	Charlotte, NC	Space #256
0737	Tanger Factory Outlet Center	P.O. Box 65805	Charlotte, NC	//Kasper 0737//
7010	Southpark Mall	400 Sharon Rd.	Charlotte, NC
7010	Southpark Mall	400 Sharon Rd.	Charlotte, NC
7485	Northlake Mall	6801 Northlake Mall Drive	Charlotte, NC	Space #261
0540	The Arboretum	8124 Providence Road	Charlotte, NC	Suite 73
0686	Concord Mills	8111 Concord Mills Blvd	Concord, NC	Space 304
1633	Concord Mills	8111 Concord Mills Blvd.	Concord, NC
0463	Concord Mills	8111 Concord Mills Blvd.,	Concord, NC	Space 324
0753	Concord Mills	8111 Concord Mills Blvd.	Concord, NC	Suite 333
2717	Concord Mills	8111 Concord Mills Boulevard	Concord, NC	Space 363
0688	Tanger Outlets-The Arches	3200 Nothline Ave	Greensboro, NC	Suite 360
1261	Friendly Center	3326 W. Friendly Ave	Greensboro, NC	Space 135
1639	Tanger Outlets-The Arches	3200 Nothline Ave	Greensboro, NC	Suite 360
1649	Tanger Outlets-Pittsburg	3200 Nothline Ave	Greensboro, NC	Suite 360
0559	Tanger Outlet Center-Seviervil	3200 Northline Ave	Greensboro, NC	Suite 360
0530	Tanger Outlets-The Arches	3200 Nothline Ave	Greensboro, NC	Suite 360
0546	Tanger Outlets-Pittsburg	3200 Nothline Ave	Greensboro, NC	Suite 360
0828	Tanger Outlets-The Arches	3200 Nothline Ave	Greensboro, NC	Suite 360
0833	Tanger Outlets-Pittsburg	3200 Nothline Ave	Greensboro, NC	Suite 360
7332	Four Seasons Town Center	237 Four Seasons Town Center	Greensboro, NC
2797	Tanger Outlets-The Arches	3200 Nothline Ave	Greensboro, NC	Suite 360
2820	Tanger Outlets-Pittsburg	3200 Nothline Ave	Greensboro, NC	Suite 360
2631	Morrisville Outlets	1001 Airport Blvd	Morrisville	Space 420
2577	Tanger Center - Nags Head	7100 Croaton Rd. Sp# 155	Nags Head
0687	Tanger Outlet Center	4840 Tanger Outlet Blvd	North Charleston	Space 970
0512	TANGER OUTLET CENTER	4840 Tanger Outlet Center Blvd	North Charleston	Space 904
6353	Traingle Towne Center	5959 Triangle Town Blvd.	Raleigh, NC	Space #2008
0526	Pleasant Valley	6250-104 Glenwood Avenue	Raleigh, NC	Space A2
7356	Crabtree Valley Mall	4325 Glenwood Ave.	Raleigh, NC	Space 110-A
7453	Triangle Towne Center	5959 Triangle Town Blvd.	Raleigh, NC	Space #1092
2795	Pleasant Valley	6250-104 Glenwood Avenue	Raleigh, NC	Space A2
6738	Carolina Premium Outlets	1025 Industrial Park Drive Sui	Smithfield, NC

STORE NO.	LOCATION	ADDRESS			LANDLORD
0544	Carolina Premium Outlets	1025 Industrial Park Drive	Smithfield, NC	Space 100
0754	Carolina Premium Outlets	1025 Industrial Park Drive	Smithfield, NC	Suite 40
2785	Carolina Premium Outlets	1025 Industrial Park Drive	Smithfield, NC	Space 830
7459	Independence Mall	3500 Olenader Drive	Wilmington, NC	Space # C30
6195	Hanes Mall	3320 Silas Creek Parkway	Winston Salem, NC	Space Au 560
7429	Hanes Mall	3320 Silas Creek Parkway	Winston-Salem, NC	Space AU 556
6809	FSA - Nebraska City	1001 Nebraska State Highway	Nebraska City, NE
6952	Lake Region Factory Stores	120 Laconia Road	Tilton, NH	US Rt. 3
0355	Lakes Region Factory Stores	120 Laconia Road, Suite 116	Tilton, NH
2573	Tanger Outlet - Tilton	120 Laconia Rd.	Tilton, NH	Ste#113
1646	The Walk	2026 Baltic Avenue	Atlantic City, NJ
0539	The Walk	119 North Arkansas Ave	Atlantic City, NJ
2840	Brick Plaza	2 Brick Plaza	Brick, NJ	Space 9
6105	Bridgewater Commons	400 Commons Way	Bridgewater, NJ
6015	Cherry Hill Mall	421 Cherry Hill Mall	Cherry Hill
1243	Monmouth Mall	180 Route 35 South	Eatontown, NJ	Space 2124
1278	Menlo Park Mall	Space 2425	Edison, NJ	457 Menlo Park Mall
6267	Menlo Park Mall	360 Menlo Park Mall	Edison, NJ	Space 1750
3210	Menlo Park Mall	110 Menlo Park Mall	Edison, NJ
1609	Jersey Gardens Mall	651 Kapkowski Road	Elizabeth, NJ	Suite #2007
0768	Jersey Gardens Mall	651 Kapkowski Road	Elizabeth, NJ	Suite 1422
2699	Jersey Gardens Mall	651 Kapowski Road	Elizabeth, NJ	Space #2699
2669	Nine West Outlet	33 East Palisade Ave.	Englewood, NJ
0602	Liberty Village Premium Outlet	60 Liberty Village	Flemington, NJ
0019	Liberty Village Premium Outlet	33 Liberty Village	Flemington, NJ
0315	Liberty Village Premium Outlet	57 Liberty Village	Flemington, NJ
0750	Liberty Village Premium Outlet	1 Church Street	Flemington, NJ	Space 46
2701	Liberty Village Premium Outlet	1 Church Street	Flemington, NJ	Suite 87
0815	Secaucus Outlet Center LLC	c/o Marina Khutoryanskaya	Fort Lee, NJ	1512 Palisade Avenue #6J
1245	Freehold Raceway Mall	3710 US Highway 9	Freehold, NJ	SpaceB-109

STORE NO.	LOCATION	ADDRESS			LANDLORD
6151	Freehold Raceway Mall	3710 US Highway 9	Freehold, NJ
6005	Freehold Raceway Mall	3710 Route 9	Freehold, NJ	Space H-106
0515	Valley Mall Shopping Center	977 Valley Road	Gillette, NJ
2800	Valley Mall Shopping Center	977 Valley Road	Gillette, NJ	Suite H
0381	Jackson Outlet Village	537 Monmouth Road	Jackson, NJ	Space 138
0733	Jackson Outlet Village	537 Monmouth Road	Jackson, NJ	Suite 141
2643	Jackson Outlet Village	537 Monmouth Road	Jackson, NJ	Space 146
1228	Newport Centre Mall	30 Mall Drive	Jersey City, NJ	Space # B09A
6362	Newport Centre Mall	30 Mall Drive W.	Jersey City, NJ
7421	Newport Centre Mall	30 Mall Drive West	Jersey City, NJ	Suite B-39
0473	Olde Lafayette Village	75 Route 15, Building F	Lafayette, NJ	Upper Level
6137	Quaker Bridge Mall	Quakerbridge Mall	Lawrenceville, NJ	US Route 1
6117	Livingston Mall	2017 Livingston Mall	Livingston, NJ
7463	Livingston Mall	112 Eisenhower Parkway	Livingston, NJ	Space #1038
0276	Circle Factory Outlet Center	1407 W. Atlantic Ave.	Manasquan, NJ	Space #113
0316	Circle Factory Outlet Center	1407 W. Atlantic Ave., #3	Manasquan, NJ
2703	Matawan Outlets	347 E. Highway 34	Matawan, NJ
2790	Village at Cambridge Crossing	4110 Dearborn Circle	Mt. Laurel, NJ
1254	The Shoppes at N. Brunswick	785 Shoppes Blvd	North Brunswick, NJ	Space M
1260	Paramus Park	1430 PAramus Park	Paramus, NJ
6149	Paramus Park Shopping Center	1445 Paramus Park	Paramus, NJ
6182	Garden State Plaza	1 Garden State Plaza	Paramus, NJ	Route 4 & 17
7118	Westfield Shoppingtown Garden	1 Garden State Plaza	Paramus, NJ
7492	Paramus Park Shopping Center	1105 Paramus Park	Paramus, NJ
7337	Princeton Palmer Square	7 Palmer Square West	Princeton, NJ
6177	Rockaway Town Square	301 Mt. Hope Avenue	Rockaway, NJ
7502	Rockaway Town Square	301 Mt. Hope Avenue	Rockaway, NJ	Space Al 018
0604	Designer Outlet Gallery	55 Hartz Way	Secaucus, NJ	Space #75
6815	Harmon Cove Outlets	20 Enterprise Ave	Secaucus, NJ
0015	Designer Outlet Gallery	55 Hartz Way,, Str#80	Secaucus, NJ
2743	Designers Outlet Gallery	55 Hartz Way, Space #70	Secaucus, NJ
7474	The Mall at Short Hills	1200 Morris Turnpike	Short Hills, NJ	Space #D101
7216	The Grove at Shrewsbury	603 Broad Street RT. 35	Shrewsbury, NJ	Space 7A

STORE NO.	LOCATION	ADDRESS			LANDLORD
0770	Kasper	281 Route 10 East	Succasunna, NJ
2813	3605 Bergenline Avenue	3605 Bergenline Avenue	Union, NJ
2543	Nine West Outlet	1235 West Chestnut St.	Union, NJ
6329	Willowbrook Mall	1400 Willowbrook Mall	Wayne, NJ	Space #1108
4007	Willowbrook Mall	1400 Willowbrook Blvd.	Wayne, NJ
2561	Paterson-Hamburg Turnpike	Preakness	Wayne, NJ	Suite A-30
6118	Woodbridge Center	667 Woodbridge Center Drive	Woodbridge, NJ
0099	Santa Fe Factory Stores	8380 Cerrillos Road	Santa Fe, NM	Space #214
2558	Santa Fe Factory Stores	8380 Cerrillos Road	Santa Fe, NM	Space #438
0690	Las Vegas Premium Outlet	Space 1540	Las Vegas, NV	855 South Grand Central Pkwy
1641	Las Vegas Outlet Center	Space 235	Las Vegas, NV	7400 S. Las Vegas Blvd
6354	Fashion Show	Las Vegas Blvd & Spring Mntn R	Las Vegas, NV	Space #2650
0484	Las Vegas Premium Outlets	855 South Grand Central Parkwa	Las Vegas, NV
0410	Las Vegas Outlet Center	7400 Las Vegas Blvd S., Box 24	Las Vegas, NV
0713	Las Vegas Outlet Center	7680 South Las Vegas Blvd	Las Vegas, NV	Suite 202
7456	Fashion Show	3200 Las Vegas Blvd. South	Las Vegas, NV	Space#2360
7456	Fashion Show	3200 Las Vegas Blvd. South	Las Vegas, NV	Space#2360
2534	Las Vegas Outlet Center	7680 South Las Vegas Blvd.	Las Vegas, NV
2764	Las Vegas Premium Outlets	855 S. Grand Central Parkway	Las Vegas, NV
1603	Horizon Outlet Center	1955 S. Casino Drive	Laughlin, NV	Space #B-310
1638	Fashion Outlets of Las Vegas	32100 Las Vegas Blvd.	Primm, NV	Space 310
2673	Fashion Outlets of Las Vegas	32100 Las Vegas Blvd.	Primm, NV
6198	Colonie Center	15 Wolf Road	Albany, NY	Space #311
1271	Westfield South Shore	Space F-l 1A	Bay Shore, NY	1701 Sunrise Highway
1138	Carlo Fraioli-7205	P.O. Box #24	Bedford Hills, NY
2512	Bellport Outlet Center	790 Sunrise Drive	Bellport, NY	Space 29
2761	Nine West	305 E. Kingsbridge Road	Bronx, NY
2771	Bay Plaza	2180 Bartow Avenue	Bronx, NY	Space #180
2801	The Hub	2992 Third Avenue	Bronx, NY
2801	The Hub	2992 Third Avenue	Bronx NY
6156	Kings Plaza Shopping Center	5145 Kings Plaza	Brooklyn NY
7001	Kings Plaza Shopping Center	.5145 Kings Plaza.Space #241	Brooklyn NY
7380	Nine West	134 Montague Street	Brooklyn NY

STORE NO.	LOCATION	ADDRESS			LANDLORD
2564	Nine West	1419 Kings Highway	Brooklyn NY
2582	Georgetown Shopping Center	2125 Ralph Avenue	Brooklyn NY
2633	Bayridge	420 86th Street	Brooklyn NY
2738	Nine West Outlet	1218 Fulton Street	Brooklyn NY
6188	Walden Galleria	One Walden Galleria	Buffalo NY	B203
7014	Walden Galleria	One Walden Galleria	Buffalo NY
0603	Woodbury Commons Premium Outle	276 Red Apple Court #276	Central Valley NY
0479	Woodbury Commons Premium Outle	226 Red Apple Court, Route 32	Central Valley
0296	Woodbury Commons Premium Outle	625 Blue Bird Court	Central Valley NY
0722	Woodbury Commons Prem. Outlets	127 Marigold Court	Central Valley NY
2505	Woodbury Commons Premium Outlet	649 Bluebird Court	Central Valley NY
2793	Huntington Sq. Shopping Center	4000 Jericho Turnpike	East Northport NY
2792	Fresh Meadows	188 St. & Horace Hardy Exp	Fresh Meadows NY
1259	Roosevelt Field Mall	630 Old County Road	Garden City NY	Space 1068
6227	Roosevelt Field Mall	Roosevelt Field Shopping Cente	Garden City NY	Space 1054
6227	Roosevelt Field Mall	Roosevelt Field Shopping Cente	Garden City NY	Space 1054
6021	Roosevelt Field Mall	Space 1067	Garden City NY
6021	Roosevelt Field Mall	Space 1067	Garden City NY
6830	Adirondack Factory	1454 State Road 9	Lake George NY	Box 10
0058	Lake George Plaza	Route #9	Lake George NY	P.O. Box 3199-6
0798	Lake George Plaza	1424 State Route 9	Lake George NY
2541	French Mountain Commons	Road #3	Lake George NY	Box 3095-2
1112	655 Madison Avenue	655 Madison Avenue	New York NY
1223	Bandolino	331 Madison Avenue	New York NY
6116	Easy Spirit	555 Madison Avenue	New York NY
6245	Easy Spirit	1518 3rd Ave.	New York NY
6290	Easy Spirit	182 Broadway	New York NY
6320	Easy Spirit	1166 6th Ave. at 46th St.	New York NY
6381	2251 Broadway	73 West 47th Street	New York NY
7021	Nine West	59th and Lexington Avenue	New York NY

STORE NO.	LOCATION	ADDRESS			LANDLORD
7317	Nine West	341 Madison Avenue & 44th Str.	New York NY
7327	Nine West	675 5th Avenue	New York NY
7338	Nine West	577 Broadway	New York NY
7451	Nine West	44th and Lexington Avenue	New York NY
7455	Nine West	179 Broadway	New York NY
7457	Nine West	2 Broadway	New York NY
7487	Rockefeller Plaza - Nine West	1258 Avenue of the Americas	New York NY
2732	Harlem USA	282 Nicholas Street	New York NY	Harlem USA
0677	Fashion Outlets - Niagara	1900 Military Road	Niagara Falls NY
0514	Fashion Outlets - Niagara	1900 Military Road	Niagara Falls NY
2517	Prime Outlets - Niagara Falls	1762 Military Road	Niagara Falls NY
1627	Sands Shopping Center	3571 Long Beach Road	Oceanside NY
0488	Sands Shopping Center	3521 Long Beach Road	Oceanside NY
2583	The Sands Shopping Center	3563 Long Beach Road	Oceanside NY
2542	Plainview Shopping	381 S. Oyster Bay Road	Plainview NY
2574	Kohl's Shopping Center	527 Boston Post Road	Port Chester NY
0554	Portchester Shopping Center	517 Boston Post Road	Portchester NY
7495	71-34 Austin Street	71-34 Austin Street	Queeens NY
2809	Jamaica Avenue	166-19 Jamaica Ave	Queens NY
0611	Tanger Center - Riverhead	513 Tanger Mall Drive	Riverhead NY
6968	Tanger Outlet - Riverhead	811 Tanger Mall Drive	Riverhead NY
0220	Tanger Center - Riverhead	201 Tanger Mall Drive	Riverhead NY
0329	Tanger Center - Riverhead	102 Tanger Mall Drive	Riverhead NY
0736	Tanger Center - Riverhead	817 Tanger Mall Drive	Riverhead NY
2562	Tanger Center - Riverhead	1770 West Main Street	Riverhead NY	Space #202/203
2977	Forest Promenade	1756 Forest Avenue	State Island NY
7416	Green Acres Mall	1109 Green Acres Mall	Valley Stream NY
7313	Eastview Commons	501 Eastview Mall	Victor NY
7480	Palisades Center	2731 Palisades Center Drive	W.Nyack NY
0270	Waterloo Premium Outlets	655 Route 318, Suite# 6	Waterloo NY
0732	Waterloo Premium Outlets	655 Route 318	Waterloo NY	Suite 97
2615	Waterloo Premium Outlets	655 RT 318	Waterloo NY	Space 8
1616	The Mall at the Source	1504 Old Country Road	Westbury NY	Space #F01
0525	The Mall At The Source	1504 Old Country Road	Westbury NY

STORE NO.	LOCATION	ADDRESS			LANDLORD
2711	The Mall at the Source	1504 Old Country Road	Westbury NY	Space #253
1218	The Westchester	125 Westchester Ave.	White Plains NY
1218	The Westchester	125 Westchester Ave.	White Plains NY
6160	The Westchester	125 Westchester Ave.	White Plains NY	Space 3790
6306	Galleria Mall	Sp#330 100 Main St.	White Plains NY
7300	The Westchester	125 Westchester Ave.	White Plains NY	Space #2480
7300	The Westchester	125 Westchester Ave.	White Plains NY	Space #2480
7414	Galleria Mall	100 Main St.	White Plains NY	Sp#334/2
6288	Easy Spirit	22 Xavier Ave	Yonkers NY
2555	Bradley Shopping Center	2470 Central Park Avenue	Yonkers NY
6987	Aurora Farms Premium Outlets	549 S. Chillicothe Road	Aurora, OH	Space #210
0025	Aurora Farms Premium Outlets	549 S. Chillicothe Road	Aurora, OH	Space 290
2736	Aurora Farms Premium Outlets	549 S.Chillicothe Road	Aurora, OH	Space #215
5010	Beachwood Place	26300 Cedar Road	Beachwood, OH	Space 1018-1016
5010	Beachwood Place	26300 Cedar Road	Beachwood, OH	Space 1018-1016
6373	Mall at Fairfield Commons	Space El47	Beaver Creek, OH	2727 Fairfield Commons
7509	The Greene	4417 Cedar Park Drive	Beaver Creek, OH
6133	Kenwood Towne Centre	7875 Montgomery Road	Cincinnati, OH	space U-311A
6208	Tri-County Mall	11700 Princeton Pike	Cincinnati, OH	Space B-7
6016	Kenwood Towne Centre	7875 Montgomery Road	Cincinnati, OH
7328	Tower Place Mall	28 W. 4th Street	Cincinnati, OH	Space 219
0566	Tower City Center	50 Public Square	Cleveland, OH
7359	Tower City Mall	230 Huron Road	Cleveland, OH	Space 8594
2779	East Towne Mall	P.O. Box 74422	Cleveland, OH
1532	Prime Outlets - Jeffersonville	8540 Factory Shops Blvd.	Jeffersonville, OH
2539	Prime Outlet Jeffersonville	8715 Factory Shops Blvd	Jeffersonville, OH	Suite 8715
6984	Easy Spirit	1107 1/2 South 2nd Street	Ripley, OH
6197	Southern Park Mall	7401 Market Street	Youngstown, OH
6385	Penn Square Mall	1901 Northwest Expressway	Oklahoma City, OK	Suite 2090A
2015	Quail Springs Mall	2501 West Memorial Rd.	Oklahoma City, OK
7400	Penn Square Mall	1901 Northwest Expressway	Oklahoma City, OK	#1027
7400	Penn Square Mall	1901 Northwest Expressway	Oklahoma City, OK	#1027

STORE NO.	LOCATION	ADDRESS			LANDLORD
2012	Woodland Hills Mall	7021 South Memorial Drive	Tulsa, OK
1545	Factory Stores at Lincoln City	1500 S.E. East Devils Lake Roa	Lincoln City, OR	Suite #111B
0413	Factory Stores at Lincoln City	1500 S. E. East Devils Lake Rd	Lincoln City, OR
7115	Pioneer Place	700 S.W. 5th Ave	Portland, OR
0392	Seaside Factory Outlet Center	1111 N. Roosevelt St., Ste.#34	Seaside, OR
6725	Columbia Gorge Factory Stores	450 NW NW 257 Drive Way	Troutdale, OR	Suite 308
0522	Columbia Gorge Factory Stores	450 NW 257 Drive Way	Troutdale, OR	Space 100
0450	Woodburn Company Stores	1001 Arney Rd.	Woodburn, OR	Suite 212
2744	Woodburn Company Stores	101 Arney Road	Woodburn, OR	Suite 420
1280	Exton Mall	319 Exton Square Parkway	Exton, PA	Space 2675
1613	Gettysburg Village Factory Sto	1863 Gettysburg Village Drive	Gettysburg, PA	Suite 830
0456	Gettysburg Village Factory Sto	1863 Gettysburg Drive,	Gettysburg, PA	Space 840S
6828	Prime Outlets - Grove City	Northwest 257 Drive	Grove City, PA
0224	Prime Outlets - Grove City	179 & Route 208, PO BOX 1044	Grove City, PA	Space #510
0730	Prime Outlets - Grove City	PO Box 1230	Grove City, PA	Space 1230
1004	The Outlets at Hershey	143 Outlet Square	Hershey, PA
6965	The Outlets at Hershey	142 Outlet Square	Hershey, PA	Space #E-1
0243	The Outlets at Hershey	112 Outlet Square	Hershey, PA
0756	The Outlets at Hershey	120 Outlet Square	Hershey, PA
2593	The Outlets at Hershey	114 Outlet Square	Hershey, PA
2011	Court at King Of Prussia	344 Mall Blvd.	King Of Prussia, PA
6956	Penn’s Purchase Factory Outlet	Building K-l 5861 York Rd	Lahaska, PA
0272	Penn’s Purchase Factory Outlet	5861 York Rd.,	Lahaska, PA	Space K5
0328	Penn’s Purchase Factory Outlet	5861 York Rd.,	Lahaska, PA	Space L2
2584	Penn’s Purchase Factory Outlet	5861 York Rd	Lahaska, PA	Space #E-2
6844	Rockvale Square	35 S Willowdale Drive	Lancaster, PA	Space #118
6874	Tanger Center - Lancaster	308 Stanley K. Tanger Blvd.	Lancaster, PA	Space #308
0057	Rockvale Square	35 S. Willowdale Drive, #320	Lancaster, PA

STORE NO.	LOCATION	ADDRESS			LANDLORD
0724	Rockvale Square	35S. Willowdale Drive	Lancaster, PA	Suite 421
2554	Tanger Center - Lancaster	308 Stanley K, Tanger Blvd.	Lancaster, PA	Space #116
0922	Rockvale Square	35 S Willowdale Drive	Lancaster, PA	Space 1820
1624	Philadelphia Premium Outlets	18 Light Cap Road	Limerick Township, PA	Space 1065
0506	Philadelphia Premium Outlets	18 Light Cap Road	Limerick Township, PA	Space 1193
0818	Philadelphia Premium Outlets	18 Light Cap Road	Limerick Township, PA	Space 1171
2747	Philadelphia Premium Outlets	18 Light Cap Road	Limerick Township, PA	Space 1185
2569	Prime Outlets - Grove City	PO Box 1050	Mercer, PA	Space 540
6209	Monroeville Mall	Monroeville Mall	Monroeville, PA	space 217
2120	Monroeville Mall	Space #120	Monroeville, PA
1244	Montgomery Mall	287 Montgomery Mall	N. Wales, PA	Space 2045
0656	Philadelphia Premium Outlets	18 Light Cap Road	Philadelphia, PA	Space 1113
1225	Shops at Liberty Place	1625 Chestnut Street	Philadelphia, PA	Space #132
1536	Franklin Mills	1629 Franklin Mills Circle	Philadelphia, PA
1623	Jersey Shore Premium Outlets	Jersey Shore Premium Outlets	Philadelphia, PA	P.O. Box 822807
0053	Jones New York	1711 Walnut Street	Philadelphia, PA
0505	Jersey Shore Premium Outlets	Jersey Shore Preium Outlets	Philadelphia, PA	P.O. BOX 822807
0715	Franklin Mills	1791 Franklin Mills Circle	Philadelphia, PA	Space 147
0841	Jersey Shore Premium Outlets	CPG Tinton Falls Urban Renewal	Philadelphia, PA	P.O. Box 822807
7303	Shops at Liberty Place	1625 Chestnut Street	Philadelphia, PA	Space 126
2500	Franklin Mills	1659 Franklin Mills Circle	Philadelphia, PA
2746	Jersey Shore Premium Outlets	Jersey Shore Premium Outlets	Philadelphia, PA	P.O. Box 822807
2796	Gallery at Market East	9th & Market Sts	Philadelphia, PA	Space 1066
1253	South Hills Village	301 South Hills Village	Pittsburgh, PA	Space 1035
6126	South Hills Village	South Hills Village	Pittsburgh, PA
6135	Ross Park Mall	1000 Ross Park Mall Drive	Pittsburgh, PA	Suite 160
2109	Ross Park Mall	1000 Ross Park Mall Drive	Pittsburgh, PA
7433	Pitt Airport	Airside Bldg.	Pittsburgh, PA

STORE NO.	LOCATION	ADDRESS			LANDLORD
7517	Southside Works	Space C143	Pittsburgh, PA	2746 Sidney Street
0425	Designer Place	739 Reading Ave	Reading, PA
0731	VF Designer Place	739 Reading Ave	Reading, PA	Space 309
7372	Mall at Steamtown	224 Mall at Steamtown	Scranton, PA
0685	The Crossings Premium Outlets	1000 Route 611	Tannersville, PA	Space C-5
6731	The Crossings Premium Outlets	Space #A -10	Tannersville, PA
0033	The Crossings Premium Outlets	1000 Route 611	Tannersville, PA
0740	The Crossings Premium Outlets	1000 Route 611	Tannersville, PA	Suite A-4
6378	Valley Square Shopping Center	1572 Main Street Bldg 6	Warrington, PA	Space 606
6132	Century III Mall	3075 Clairton Road	West Mifflin, PA
6805	Vanity Fair	801 Hill Avenue	Wyomissing, PA
2846	Plaza Rio Hondo	Comerio Avenue Int. De Diego	Byamom, PR	Space 5
7524	Plaza Las Americas	525 FD Roosevelt Ave	Hato Ray, PR	1 st Floor
2850	Prime Outlets - PR Barcelonett	P.O. Box 70178	San Juan, PR
7394	Providence Place	76 Providence Place	Providence, RI
7310	Warwick Mall	400 Bald Hill Road	Warwick, RI
6958	Tanger Outlet Center -Bluffton	1270 Fording Island Road	Bluffton, SC	Suite 11A
0356	Hilton Head Factory Stores	1270 Fording Island Road, Suit	Bluffton, SC
0705	Hilton Head Factory Strs. 1, S	1270 Fording Island Road	Bluffton, SC	Suite 8A
2596	Hilton Head Factory Stores	1270 Fording Island Road	Bluffton, SC	Suite 27
7409	Nine West	218 King Street	Charleston, SC
2762	Tanger Outlet Center	1090 Tanger Outlet Center	Charleston, SC	Space 1090
0340	Prime Outlet - Gaffney	350 Factory Shops Blvd.	Gaffney, SC
0727	Prime Outlet	510 Factory Shops Blvd.	Gaffney, SC
2652	Prime Outlet	435 Factory Shops Blvd	Gaffney, SC
7342	Haywood Mall	700 Haywood Road	Greenville, SC
0695	Tanger Center - Hilton Head	Space 27	Hilton Head, SC	270 Fording Island Rd
0077	Fresh Market Shoppes	Fresh Market Shoppes Str. # 21	Hilton Head, SC

STORE NO.	LOCATION	ADDRESS			LANDLORD
0670	Tanger Center - Myrtle Beach	10843 Kings Road	Myrtle Beach, SC
1602	Tanger Center - Myrtle Beach	10827 Kings Road	Myrtle Beach, SC	Space #850
6973	Easy Spirit	4734 Highway 17 South	Myrtle Beach, SC
6988	Tanger Outlet - Myrtle Beach	4641 Factory Stores Blvd.	Myrtle Beach, SC	Space DD-165
0373	Tanger Outlet - Myrtle Beach	4628 Factory Stores Blvd.	Myrtle Beach, SC	Space B-160
0493	Tanger Center - Myrtle Beach	10839 Kings Road,	Myrtle Beach, SC	Space #794
0764	Tanger Center - Myrtle Beach	10835 Kings Road	Myrtle Beach, SC	Suite 776
2594	Tanger Outlet Center - Myrtle	4628 Factory Stores Blvd.	Myrtle Beach, SC	Space B 120
2723	Tanger Center - Myrtle Beach	10785 Kings Road	Myrtle Beach, SC	Space #735
1629	Tanger Outlet Center	4840 Tanger Outlet Blvd	North Charleston, SC	Space 821
0825	Tanger Outlet Center	4840 Tanger Outlet Blvd	North Charleston, SC	Space 994
6766	Factory Stores of America (VF)	361 Sweeny Dr	Crossville, TN	Ste 101
0800	Crossville Premium Outlets	361 Sweeny Dr.	Crossville, TN
6384	Coolsprings Galleria	1800 Galleria Boulevard	Franklin, TN	Space 2386
2816	Town Center North	5591 Highway 153, Suite 136	Hixon, TN
0925	Colonial Pinnacle Turkey Creek	11345 Parkside Drive	Knoxville, TN	Space 410
1663	Prime Outlets - Lebanon	One Outlet Village Blvd	Lebanon, TN	Suite 125
0476	Prime Outlets - Lebanon	Outlet Village Blvd.	Lebanon, TN	Space 415
0742	Prime Outlets - Lebanon	Outlet Village Blvd	Lebanon, TN	Space 335
1284	Oak Court	4465 Poplar Ave	Memphis, TN	Space 212
4003	Oak Court	4465 Poplar Ave.	Memphis, TN	#238
7393	Wolfchase Galleria	2760 N Germantown Pkwy.	Memphis, TN	#143
1137	Mall at Green Hills	2126 Abbott Martin Rd	Nashville, TN	Space 296
7013	Mall at Green Hills	2126 Abbott Martin Road	Nashville, TN	Space 118
2716	Opry Mills	402 Opry Mills Drive	Nashville, TN
6887	Belz Factory Outlet	2636 Teaster Lane	Pigeon Forge, TN
6722	Factory Merchants	2850 Parkway	Pigeon Forge, TN	Ste 37
1656	Tanger Outlets - Sevierville	1645 Parkway	Sevierville, TN
2629	Tanger Center - Five Oaks	1645 Parkway	Sevierville, TN	Suite 510
0676	Allen Premium Outlets	820 West Stacy Road, Suite 142	Allen, TX
6996	Allen Premium Outlets	820 West Stacy Road	Allen, TX	Space #210
0474	Allen Premium Outlets	820 West Stacy Road, Suite 224	Allen, TX
0918	Allen Premium Outlets	820 W. Stacy Road	Allen, TX

STORE NO.	LOCATION	ADDRESS			LANDLORD
0762	Allen Premium Outlets	820 West Stacy Road	Allen, TX	Suite 236
2720	Allen Premium Outlets	820 West Stacy Road SP # 184	Allen, TX
0541	Lincoln Square	604 Lincoln Square	Arlington, TX
2812	Lincoln Square	594 Lincoln Square	Arlington, TX
1250	Lakeline Mall	11200 Lakeline Mall Drive	Austin, TX	Space F-l 1
1202	Barton Creek Mall	2901 Capital of Texas Highway	Austin, TX	Space K-10
7413	The Arboretum	10000 Research Blvd.	Austin, TX	Suite 128
1274	Post Oak Mall	1500 Harvey Road	College Station, TX	Space 5010
2510	Conroe Outlet Center	1111 League Line Rd	Conroe, TX	Suite #113
7505	Padre Staples Mall	5488 S. Padre Island Drive	Corpus Christi, TX	Space 1084
6764	Factory Stores of Amercia -Corsicana	316 Factory Outlet Drive	Corsicana, TX
1006	Houston Premium Outlets	29300 Hempstead Road	Cypress, TX	Space #422
1653	Houston Premium Outlets	29300 Hempstead Road	Cypress, TX	Space #816
0545	Houston Premium Outlets	29300 Hempstead Road	Cypress, TX
0832	Houston Premium Outlets	29300 Hempstead Road	Cypress, TX	Space #120
2827	Houston Premium Outlets	29300 Hempstead Road	Cypress, TX	Suite #971
1002	Sam Moon	Space 127	Dallas, TX	11834 Harry Hines Blvd
6370	Northpark Center	1254 Northpark Center	Dallas, TX	Space E2-742
0517	Sam Moon Shopping Center	11834 Harry Hines Blvd.	Dallas, TX
2030	North Park Center	215 North Park Center	Dallas, TX	Space #N 2430
7208	Dallas Galleria	13350 Dallas Parkway	Dallas, TX
2757	Sam Moon Shopping Center	11834 Harry Hines Blvd.	Dallas, TX	#117
0689	The Outlet Shoppes at El Paso	7051 South Desert Blvd	El Paso, TX	Space D420
1640	The Outlet Shoppes at El Paso	7051 South Desert Blvd	El Paso, TX	Space B-243
0524	The Outlet Shoppes at El Paso	7051 South Desert Blvd	El Paso, TX	Space G758
0831	The Outlet Shoppes at El Paso	7051 South Desert Blvd	El Paso, TX	Space H824
7364	Cielo Vista Mall	8401 Gateway West	EL Paso, TX	Space C-4b,
2791	The Outlet Shoppes at El Paso	7051 South Desert Blvd	El Paso, TX	Space H836
2828	Las Palmas Marketplace	1319 George Dieter	El Paso, TX

STORE NO.	LOCATION	ADDRESS			LANDLORD
7369	University Park Village	1612 So. University Drive	Fort Worth, TX	Space#404
0403	Baybrook Mall	1362 Baybrook Mall	Friendswood, TX
1226	Stonebriar Center	2106 Preston Road	Frisco, TX	Space #2258
0710	Gainsville Factory Shops	4321 N. I H35	Gainsville, TX
0508	Grapevine Mills	3000 Grapevine Mills Parkway	Grapevine, TX
0820	Grapevine Mills	30000 Grapevine Mill Parkway	Grapevine, TX
2664	Grapevine Mills	3000 Grapevine Mills Pkwy #216	Grapevine, TX
1229	Memorial City Mall	849 Memorial City Mall	Houston, TX	Suite #849
6174	Houston Galleria II	5135 W. Alabama Street	Houston, TX
7321	Willowbrook Mall	200 Williow Brook	Houston, TX
7445	Houston Galleria	5135 West Alabama Street	Houston, TX
7445	Houston Galleria	5135 West Alabama Street	Houston, TX
7472	Town & Country PRTNP/Moody	c/o Moody Rambin Interests	Houston, TX	12850 Memorial Dr. Suite 1105
0821	Katy Mills	5000 Katy Mills Circle	Katy, TX
2722	Katy Mills	5000 Katy Mills Circle	Katy, TX	Space #715
1269	Mall Del Norte Shopping Center	5300 San Dario Avenue	Laredo, TX	Space 155
7352	Mall Del Norte Shopping Center	5300 San Dario	Laredo, TX	Space #130
1265	South Plains Mall	6002 Slide Road	Lubbock, TX	Space M26
7478	LaPlaza Mall	2200 South 10th Street	McAllen, TX
0513	Rio Grande Outlets	5001 E. Expressway 83	Mecedes, TX
0672	Rio Grande Outlets	5001 E.Expressway 83	Mercedes, TX
1630	Rio Grande Outlets	5001 E. Expressway 83	Mercedes, TX
0829	Rio Grande Outlets	5001 E. Expressway 83	Mercedes, TX
2763	Rio Grande Outlets	5001 E. Expressway 83	Mercedes, TX
6756	VF Factory Stores of America	4500 Hwy 180 East	Mineral Wells, TX
6807	New Braunfels Factory Center	651 Loop 410	New Braunfels, TX
6192	Collin Creek Mall	811 N Central Expressway	Plano, TX
7450	The Shops at Willow Bend	6121 W. Park Blvd	Plano, TX	Space #A- 104
0657	Round Rock Premium Outlets	4401 North IH 35	Round Rock, TX	Space 555
1625	Round Rock Premium Outlets	4401 North IH 35	Round Rock, TX	Space 445
0507	Round Rock Premium Outlets	4401 North IH 35	Round Rock, TX	Space 860
0819	Round Rock Premium Outlets	4401 North IH 35	Round Rock, TX	Space 858

STORE NO.	LOCATION	ADDRESS			LANDLORD
2748	Round Rock Premium Outlets	4401 North IH 35	Round Rock, TX	Space 537
1231	The Shops at LaCantera	15900 LaCantera Parkway	San Antonio, TX	Building #3, Suite 3345
6369	The Shops at LaCantera	15900 LaCantera Parkway	San Antonio, TX	Building #9, Suite 9900
6383	North Star Mall	7400 San Pedro	San Antonio, TX	Space 245
2034	North Star Mall	7400 San Pedro	San Antonio, TX
7482	The Shops at LaCantera	15900 LaCantera Parkway	San Antonio, TX	Building 2, Suite 2220
0606	Prime Outlets - San Marcos	3939 IH35 South	San Marcos, TX	Suite 505
1522	Tanger Center - San Marcos	Space 406	San Marcos, TX
0043	Prime Outlets - San Marcos	3939 IH 35,	San Marcos, TX	Space #201
0007	Prime Outlets - San Marcos	3939 IH35,	San Marcos, TX	Space #216
0711	Prime Outlets - San Marcos	3939 IH 35 South	San Marcos, TX
2507	Prime Outlets - San Marcos	3939 IH 35 South	San Marcos, TX
0535	The Forum at Olympia Parkway	8282 Agora Parkway	Selma, TX
0697	Sam Moon Shopping Center	17937 Interstate 45 South	Shenandoah, TX
0534	Sam Moon Shopping Center	17937 Interstate 45 South	Shenandoah, TX
2811	Sam Moon Shopping Center	17937 Interstate 45 South	Shenandoah, TX	Suite 129
7525	Southlake Town Square	311 Grand Avenue East	Southlake, TX
6811	VF Factory Stores of America	614 Bill Bradford Rd #4	Sulphur Springs, TX
7507	The Woodlands Mall	1201 Lake Woodlands Drive	The Woodlands, TX
2772	Richland Mall	6001 W. Waco Drive	Waco, TX
6762	Factory Stores of America -Draper	12101 S. Factory Outlet Drive	Draper, UT	Box 120
2636	Tanger Outlet - Park City	6699 N. Landmark Drive	Park City, UT	G-115
6127	Landmark Center	5801 Dukes Street	Alexandria, VA
2683	629 King Street	629 King ST.	Alexandria, VA
1206	Fashion Center at Pentagon Cit	1100 S. Hayes Street	Arlington, VA
1206	Fashion Center at Pentagon Cit	1100 S. Hayes Street	Arlington, VA
1206	Fashion Center at Pentagon Cit	1100 S. Hayes Street	Arlington, VA
1206	Fashion Center at Pentagon Cit	1100 S. Hayes Street	Arlington, VA

STORE NO.	LOCATION	ADDRESS			LANDLORD
5011	Fashion Ctr at Pentagon City	1100 South Hayes Street	Arlington, VA
7387	Charlottesville Fashion Sq.	1569 East Rio Rd.	Charlottesville, VA	Ste. 1306
1233	Fair Oaks Mall	11710U Fair Oaks Mall	Fairfax, VA
6363	Fair Oaks	11721 L Fair Oaks Mall	Fairfax, VA
2838	Central Park	1688 Carl D Silver Parkway	Fredericksburg, VA	Space Ultra Building
0665	Leesburg Corner Premium Outlet	241 Fort Evans Rd., NE, Suite	Leesburg, VA
6999	Leesburg Corner Premium Outlet	241 Fort Evens RD. N.E. SP.# 7	Leesburg, VA
0444	Leesburg Corner Premium Outlet	241 Fort Evans Rd.NE, Suite 81	Leesburg, VA
0748	Leesburg Corner Premium Outlet	241 Fort Evans Road	Leesburg, VA	N.E., Suite461
2694	Leesburg Corner Premium Outlet	241 Fort Evens RD. N.E. SP.#	Leesburg, VA
6734	Williamsburg Pottery	6692 Richmond RD.	Lightfoot, VA
6180	Tysons Corner Center	8021 L Tyson Corner Center	McLean, VA
4004	Tysons Corner Center	8010 L Tysons Corner Center	McLean, VA
6345	MacArthur Ctr.	300 Monticello Ave	Norfolk, VA	Space 191
7526	MacArthur Center	300 Monticello Ave	Norfolk, VA	Space 205
0647	Potomac Mills	Space #700	Prince William, VA
6971	Potomac Mills	2700 Potomac Mills Circle SP#	Prince William, VA
0717	Potomac Mills	2700 Potomac Mills Circle	Prince William, VA	Suite 331
0416	Potomac Mills	2700 Potomac Mills Circle	Prince William, VA	Suite 307
6158	Potomac Mills	2700 Potomac Mills Circle	Prince William, VA	Suite 307
2503	Potomac Mills	2700 Potomac Mills Circle	Prince Williams, VA	Suite #216
7106	Reston Town Center	11858 Market Street	Reston, VA	Space NE22
1266	Chesterfield Town Center	11500 Midlothian Turnpike	Richmond, VA	Space 157
6111	Regency Square	1404 Parham Road	Richmond, VA
7357	Regency Square	1404 Parham Road	Richmond, VA	Space J-10
6179	Springfield Mall	6459 Springfield Mall	Springfield, VA	Space # MM-8
6368	Dulles Town Center	21100 Dulles Town Center	Sterling, VA
6368	Dulles Town Center	21100 Dulles Town Center	Sterling, VA
6166	Lynnhaven Mall	701 Lynnhaven Pkwy	Virginia Beach, VA	Suite 1181

STORE NO.	LOCATION	ADDRESS			LANDLORD
7486	Lynnhaven Mall	701 Lynnhaven Parkway	Virginia Beach, VA
0649	Prime Outlets - Williamsburg	5711-28A Richmond Road	Williamsburg, VA
6863	Prime Outlets - Williamsburg	401 Chesapeake Village Road	Williamsburg, VA
0028	Prime Outlets - Williamsburg	5699-56 Richmond Rd. SP#56	Williamsburg, VA
0703	Prime Outlets - Williamsburg	5711 Richmond Road	Williamsburg, VA
0477	Jones New York Building	203 Depot Street	Manchester, VT	P.O. Box 1904
2530	Highridge Plaza	Route 7A Building #4	Manchester, VT
7204	Bellevue Square	239 Bellevue Square	Bellevue, WA	Space #239
0021	Prime Outlets - Burlington	496 Fashion Way	Burlington, WA
0840	The Outlet Shoppes-Burlington	248 Fashion Way	Burlington, WA	Space A-015
2740	Outlet Shoppes at Burlington	272 Fashion Way	Burlington, WA	Space A009
6772	Centralia Factory Outlet	1318 Lum Road	Centralia, WA	Suite E
2787	North Bend Premium Outlet	421 South Fork Avenue SW	North Bend, WA	Space 421E
7116	Westlake Mall	400 Pine St. #104	Seattle, WA
1632	Seattle Premium Outlets	10600 Quil Ceda Boulevard	Tulalip, WA
0494	Seattle Premium Outlets	10600 Quil Ceda Blvd	Tulalip, WA
2737	Seattle Premium Outlets	10600 Quil Ceda Blvd	Tulalip, WA
1635	Tanger-Wisconsin Dell	210 Gasser Road	Baraboo, WI	Space 521
0518	Tanger-Wisconsin Dell	210 Gasser Road	Baraboo, WI	Space 1016
2776	Tanger-Wisconsin Dell	210 Gasser Road	Baraboo, WI	Space 1020
7513	Bayshore Town Center	5716 N. Center Parkway	Glen Dale, WI	Bldg O
0536	Johnson Creek Premium Outlets	622 W Linmar Ln	Jefferson Creek, WI	Sp D050
1511	Johnson Creek Premium Outlets	575 West Linmar Lane	Johnson Creek, WI	Space A90
0017	Prime Outlets - Kenosha	11211 120th Avenue #4/#5	Kenosha, WI
0771	Prime Outlets- Kenosha	11211 120 Ave	Kenosha, WI	Suite 25
0682	Anne Klein	704 Main Street	Lake Geneva, WI
0369	Fancy Fair Mall	830 Main St., Sp. KLM	Lake Geneva, WI
2770	Newport West	875 Main Street	Lake Geneva, WI
7493	West Towne Mall	11 W. Towne Mall	Madison, WI	Space #C10
1645	Prime Outlets Pleasant Prairie	Space A002	Pleasant Prairie, WI	11211 120th Avenue
2211	Prime Outlets - Kenosha	11211 120th Ave.	Pleasant Prairie, WI	Space #24
1263	Regency Mall	5538 Durand Avenue	Racine, WI	Space D440

STORE NO.	LOCATION	ADDRESS			LANDLORD
1247	Charleston Town Center	1105 Charleston Town Center	Charleston, WV	Space 1105
		5 West 22nd Street	New York, NY	12T	Dr. Zafar Kahn
		110 East Ninth Street	Los Angeles, CA	Bl157	California Mart, LLC
		1116 South Walton Blvd	Bentonville, AR	104 & 127	Executive Center II
		6001 Rickenbacker Road	Commerce, CA	65	RREEF America Reit II Corp.
		1129 Westchester Ave	White Plains, NY	Entire Bldg	Westpark I, LLC
		320 Fifth Ave	New York, NY	506	Brause Realty Inc.
		385 Fifth Avenue	New York, NY	3,4,901	Hilson Management
		385 Fifth Avenue	New York, NY	504	Hilson Management
		385 Fifth Avenue	New York, NY	501-2	Hilson Management
		385 Fifth Avenue	New York, NY	901-3,905,907,910	Hilson Management

III. PUBLIC WAREHOUSES OR OTHER LOCATIONS PURSUANT TO BAILMENT OR CONSIGNMENT ARRANGEMENTS

STORE	LOCATION	ADDRESS
1101	VANCOUVER DOWNTOWN	674 GRANVILLE ST	VANCOUVER	BC	V6C 1Z6
1104	VERNON	100-4900 27TH ST	VERNON	BC	V1T 2C7
1106	KAMLOOPS	300-1320 TRANSCANADA HWY	WEST KAMLOOPS	BC	V1X 1J1
1107	LANGLEY	320-19705 FRASER HWY	LANGLEY	BC	V5S 3T8
1108	MAYFAIR	221-3125 DOUGLAS ST	VICTORIA	BC	V8Z 6E3
1109	PRINCE GEORGE	1602-15TH AVE	PRINCE GEORGE	BC	V2L 3X3
1111	RICHMOND	6060 MINORU BLVD	RICHMOND	BC	V6Y 2W3
1112	SASKATOON (NEW)	201 FIRST AVE SOUTH	SASKATOON	SK	S7K 1T9
1113	REGINA (NEW)	2150 11TH AVE	REGINA	SK	S4P 0J5
1114	CALGARY DOWNTOWN	200 8TH AVE SW	CALGARY	AB	T2P 1B5
1116	RED DEER	4900 MOLY BANNISTER DR	RED DEER	AB	T4R 1N9
1117	ST. VITAL	1225 ST. MARY’S ROAD	WINNIPEG	MB	R2M 5E5
1118	NANAIMO	6631 ISLAND HIGHWAY NORTH	NANAIMO	BC	V9T 4T7
1119	KELOWNA	#1 ORCHARD PARK SHOPPING CENTRE	KELOWNA	BC	V1Y 6H3
1120	WINNIPEG DOWNTOWN	450 PORTAGE AVENUE	WINNIPEG	MB	R3C 0E7
1125	SOUTHGATE	111 STREET & 51 AVENUE	EDMONTON	AB	T6H 4M7
1127	METROTOWN	4850 KINGSWAY	BURNABY	BC	V5H 4P2
1131	LOUGHEED	9855 AUSTIN AVENUE, UNIT 500	BURNABY	BC	V3J 1N4
1135	LONDONDERRY	137TH AVENUE & 66TH STREET	EDMONTON	AB	T5C 3C8
1136	MEDICINE HAT	3292 DUNMORE ROAD SOUTHEAST	MEDICINE HAT	AB	T1B 2R4
1137	EDMONTON CENTRE	1331 CITY CENTRE WEST	EDMONTON	AB	T5J 4B7
1138	CHINOOK	6455 MACLEOD TRAIL SOUTHWEST	CALGARY	AB	T2H 0K9
1139	VICTORIA CENTRE	1150 DOUGLAS STREET, UNIT 1	VICTORIA	BC	V8W 2C8
1140	POLO PARK	1485 PORTAGE AVENUE	WINNIPEG	MB	R3G 0W4
1142	GUILDFORD	1400 GUILDFORD TOWN CENTRE	SURREY	BC	V3R 7B7
1144	MARKET MALL	3625 SHAGNANAPPI TRAIL NORTHWEST	CALGARY	AB	T3A 0E2
1145	ST. ALBERT	330 ST. ALBERT ROAD	ST. ALBERT	AB	T9N 3K9
1147	WEST EDMONTON MALL	170TH STREET & 87TH AVENUE	EDMONTON	AB	T5T 3J7
1148	LETHBRIDGE	200 - 4TH AVENUE SOUTH	LETHBRIDGE	AB	T1J 4C8
1149	PENTICTON	2111 MAIN STREET	PENTICTION	BC	V2A 6V1
1150	SUNRIDGE	2525 - 36TH STREET NORTHEAST	CALGARY	AB	T1Y 5S4
1152	OAKRIDGE	650 -41ST AVENUE WEST	VANCOUVER	BC	V5Z 2M9
1161	PARK ROYAL	725 PARK ROYAL NORTH	WEST VANCOUVER	BC	V7T 1H9
1162	ABBOTSFORD	32900 SOUTH FRASER WAY	ABBOTSFORD	BC	V2S 5A1

1164	SOUTHCENTRE	100 ANDERSON ROAD SOUTHEAST	CALGARY	AB	T2J 3V1
1171	COQUITLAM	100 - 2929 BARNET HIGHWAY	PORT COQUITLAN	BC	V3B 5R9
1183	KINGSWAY	109TH ST & PRINCESS ELIZABETH	EDMONTON	AB	T5G 3A6
1512	EGLINTON	1 EGLINTON SQUARE	SCARBOROUGH	ON	M1L 2K1
1514	FAIRVIEW	1800 SHEPPARD AVENUE EAST	WILLOWDALE	ON	M2J 5A7
1515	CENTERPOINT	6500 YONGE STREET	WILLOWDALE	ON	M2M 3X4
1517	BRAMALEA	25 PEEL CENTRE DRIVE, UNIT 3	BRAMALEA	ON	L6T 3R5
1518	MISSISSAUGA	100 CITY CENTRE DRIVE	MISSISSAUGA	ON	L5B 2C9
1519	BLOOR	2 BLOOR STREET EAST	TORONTO	ON	M4W 3H8
1522	WOODBINE CENTRE	500 REXDALE BOULEVARD	REXDALE	ON	M9W 6K5
1523	ERIN MILLS	5100 ERIN MILLS PARKWAY	MISSISSAUGA	ON	L5M 4Z5
1524	BURLINGTON MALL	777 GUELPH LINE	BURLINGTON	ON	L7R 3N4
1526	OSHAWA	419 KING STREET WEST	OSHAWA	ON	L1J 2K5
1527	MASONVILLE PLACE	1680 RICHMOND STREET	LONDON	ON	N6G 3Y9
1530	OAKVILLE	240 LEIGHLAND AVENUE	OAKVILLE	ON	L6H 3H6
1531	UPPER CANADA MALL	17600 YONGE STREET NORTH	NEWMARKET	ON	L3Y 4Z1
1532	MARKVILLE	5000 HIGHWAY #7	MARKHAM	ON	L3R 4M9
1533	PICKERING TOWN CENTR	1355 KINGSTON ROAD	PICKERING	ON	L1V 1B8
1535	BARRIE	465 BAYFIELD STREET	BARRIE	ON	L4M 4Z9
1537	MAPLEVIEW	900 MAPLE AVENUE	BURLINGTON	ON	L7R 3X5
1541	LONDON WHITE OAKS	1105 WELLINGTON ROAD	LONDON	ON	N6A 1V4
1542	KITCHENER	3050 KINGSWAY DRIVE	KITCHENER	ON	N2G 2J7
1543	WINDSOR	3030 HOWARD AVENUE	WINDSOR	ON	N8X 3Y8
1544	SHERWAY	25 THE WEST MALL	ETOBICOKE	ON	M9C 1B8
1546	SCARBOROUGH	300 BOROUGH DRIVE	SCARBOROUGH	ON	M1P 4P5
1547	RICHMOND HILL	9350 YONGE STREET	RICHMOND HILL	ON	L4C 5G2
1550	LIMERIDGE MALL	999 UPPER WENTWORTH STREET	HAMILTON	ON	L9A 4X5
1554	YORKDALE	3401 DUFFERIN STREET	TORONTO	ON	M6A 2T9
1560	DOWNTOWN	176 YONGE ST.	TORONTO	ON	M5C 2L4
1573	PEN CENTRE	221 GLENDALE AVENUE	ST. CATHARINES	ON	L2T 2K9
1575	WATERLOO	550 KING STREET NORTH	WATERLOO	ON	N2L 5W6
1576	CAMBRIDGE	355 HESPELER ROAD. UNIT 1	CAMBRIDGE	ON	N1R 8J9
1601	MAIN MONTREAL DOW.T	585 RUE STE. CATHERINE OUEST	MONTREAL	PQ	H3B 3Y5
1603	BOULEVARD	4150 RUE JEAN-TALON EST	MONTREAL	PQ	H1S 2V4
1604	DORVAL	386 AVENUE DORVAL	DORVAL	PQ	H9S 3H7
1606	LAVAL	1600 BOULEVARD LE CORBUSIER	CHOMEDEY	PQ	H7S lY9
1607	ROCKLAND	2435 AVENUE ROCKLAND	MOUNT ROYAL	PQ	H3P 2Z3
1610	ST. BRUNO	700 BOULEVARD LES PROMENADES	ST. BRUNO	PQ	J3V 5J9

1611	POINTE C’LAIRE	6790 AUTOROUTE TRANS-CANADIENNE	POINTE CLAIRE	PQ	H9R IC5
1612	ANJOU	7895 BOULEVARD LES GALERIES D’ANJOU	VILLE D’ANJOU	PQ	H1M 1WB
1613	CARREFOUR LAVAL	3045 BOULEVARD LE CARREFOUR	LAVAL	PQ	H7T lC7
1614	LYS	550 BOULEVARD WILFRED-HAMEL	QUEBEC CITY	PQ	GIM 2S6
1615	MONCTON	1100 MAIN STREET	MONCTON	NB	EIC 1H4
1616	SHB (SHERBROOKE)	3000 BOULEVARD DE PORTLAND	SHERBROOKE	PQ	J1L 1J8
1618	PLACE D’ORLEANS (NEW	110 PLACE D’ORLEANS DRIVE	ORLEANS	ON	K1C 2L9
1631	RIDEAU	73 RIDEAU STREET	OTTAWA	ON	KIG 3K3
1633	ST. LAURENT	1200 ST. LAURENT BOULEVARD	OTTAWA	ON	K1K 3B8
1634	BAYSHORE	100 BAYSHORE DRIVE	NEPEAN	ON	K2B 8Cl
1637	GATINEAU	1100 BOULEVARD MALONEY OUEST	GATINEAU	PQ	J8T 6G3
1638	ROSEMERE	401 BOULEVARDE LABELLE	ROSEMERE	PQ	J7A 3T2
1640	LA CAPITALE	5401 BOULEVARD DES GALERIES	QUEBEC CITY	PQ	G2K IN4
1642	PLACE LAURIER	2740 BOULEVARD LAURIER	STE. FOY	PQ	G1V 4P7
1644	KINGSTON	945 GARDINER ROAD	KINGSTON	ON	K7M 4R5
1645	HALIFAX	7067 CHEBUCCO ROAD	HALIFAX	NS	B3L 4R5
1646	DARTMOUTH	21 MICMAC ROAD	DARTMOUTH	NS	B3A 4K7
1647	SYDNEY	800 GRAND LAKE ROAD	SYDNEY	NS	B1P 6S9
1649	BROSSARD	2150 BOULEVARDE LAPINIERE	BROSSARD	PQ	J4W 2T5
		10 NEW ROAD	EAST PROVIDENCE	RI	CLAIRE OLSON
		11891 ALAMEDA AVENUE	EL PASO,	TX	HENRY MUNOZ
		11891-B ALAMEDA AVENUE	EL PASO	TX	HENRY MUNOZ
		1245 FOREST PARKWAY	WEST DEPTFORD	NJ	MARTY CUNIFF
		1250 FOREST PARKWAY	WEST DEPTFORD	NJ	MARTY CUNIFF
		170 BUTTS STREET	SOUTH HILL	VA	DAN SOWERS
		99 MOTIVATION DRIVE	LAWRENCEBURG	TN	CAROL RIGLING
		2350 W.O. SMITH DRIVE	LAWRENCEBURG	TN	CAROL RIGLING
		GILBERT WEST, 6725 KIMBALL AVENUE	CHINO	CA
		GILBERT EAST, 1000 INDUSTRIAL AVENUE	KEASBEY	NJ
		UNITED DISTRIBUTION SERVICES, INC., 55 MAYFIELD AVE,	EDISON	NJ
	NORDOL LOGISTICS, INC.	31 HELLER ROAD	BELLMAWR	NJ
	QUALITY CORRECTIONS & INSPECTIONS	611 BAKER LANE	DUNCANSVILLE	PA
	RAINBOW APPAREL	1072 WEST SIDE AVE.	JERSEY CITY	NJ
	TOTAL SOLUTIONS & LOGISTICS CORP.	102 TRINITY STREET	FAIRMONT	NC
	WEST TEXAS APPAREL	PO BOX 26192	EL PASO	TX
	WHOOPS, INC.	500 INDUSTRIAL ROAD	CARLSTADT	NJ

Schedule 3.06

Disclosed Matters

NONE

Schedule 3.14

Insurance

Page 1 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
GLOBAL PROPERTY PROGRAM
All Risks Perils including Boiler & Machinery and Business Interruption	$	500,000,000	$100,000 except	Factory Mutual Ins Co	7/01/2008-7/01/2009		$ 1,158,170
			$250,000 Foreign	LP826
			Garment Contractor
			or Sub-Contractor Locations
					Includes 2008-9 Membership Credit of $288,299 Includes CA Earthquake premium of $50,000 Includes New Madrid outer counties prop of $30,000 Includes Terrorism premium of $81,052 Excludes Canada premium of $66,865 Excludes Taxes and Surcharges
Flood — Aggregate Per Policy Year	$	250,000,000	$100,000 Per Occ
But not to exceed in the Aggregate: Flood in High Hazard Zones	$	100,000,000	$100,000 Per Occ	$100,000 deductible applies to property located in Flood Zone B $500,000 deductible applies to property located in Flood Zones A and V
Flood — Garment Contractor and/or Subcontractor Locations	$	10,000,000	$100,000 Per Occ
Earth Movement — Aggregate Per Policy Year but not to exceed:	$	250,000,000	5% Separate Property Damage/Time Element	Includes all Locations where Time Element losses ensue, subject to a minimum of $250,000 combined all coverages, per location except $100,000 combined all coverages, per location for locations in California
High Hazard Zones — Annual Aggregate	$	70,000,000
California — Annual Aggregate	$	5,000,000
The Commonwealth of Puerto Rico	$	5,000,000
Hawaii	$	5,000,000
Inner Counties of the New Madrid Zone	$	5,000,000	1% subject to min $100,000 Per Loc

NOTICE: This schedule Is not intended in any way to describe the coverage granted by any of the policies mentioned. but is solely for use in identifying the policies for audit purposes.

Page 2 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
Pacific Northwest Seismic Zone
	$	10,000,000	2% subject to min
			$100,000 Per Loc
Outer Counties of the New Madrid Zone
	$	70,000,000	1% subject to min
			$100,000 Per Loc
All Other High Hazard Zones
	$	10,000,000
Accounts Receivable	$	100,000,000
Automatic Coverage	$	100,000,000	90 Days to report
Automatic Coverage for Garment Contractors and/or Subcontractors	$	10,000,000	90 Days to report
Brands and Labels		Policy Limit
Coinsurance Deficiency and Currency Devaluation	$	100,000,000
Consequential Reduction in Value		Policy Limit
Data, Programs or Software and Computer Systems-Non-Physical damage Combined	$	25,000,000	Waiting period 48 Hours; 2 Day equivalent as respects loss or damage caused by the malicious introduction of a machine code or instruction, subject to minimum deductible of $250,000
Debris Removal		Policy Limit
Decontamination Costs		Policy Limit
Deferred Payments	$	100,000,000
Delay in Start Up		Policy Limit
Demolition and Increased Cost of Construction		Policy Limit
Dependent Time Element	$	20,000,000	But not to exceed a $10,000,000 limit per dependent time element location; Excluding Earth Movement in High Hazard Zones for locations of a direct or indirect customer, supplier, contract manufacturer or contract service provider $100,000 combined all coverages, per Location.
Difference in Conditions		Policy Limit
Errors & Omissions	$	100,000,000
Expediting Costs & Extra Expense Combined	$	100,000,000
Fine Arts	$	100,000,000
Ingress/Egress	$	10,000,000	30 Days
Land and Water Contaminent or Pollution Cleanup, Removal and Disposal	$	50,000
Leasehold Interest	$	25,000,000
Misc Personal Property — Per Location	$	10,000,000
Misc. Unnamed Locations — Per Location	$	25,000,000

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 3 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
Neighbor’s Recourse & Tenant’s Liability	$	25,000,000
Non-Admitted Increased Tax Liability	$	100,000,000
On Premises Services		Policy Limit
Operational Testing		Policy Limit
Off Premises Storage	$	10,000,000
Professional Fees	$	100,000
Protection and Preservation of Property		Policy Limit
Related Reported Values		Policy Limit
Rental Insurance		Policy Limit
Research and Development		Policy Limit
Salesman Samples	$	500,000
Service Interruption (PD & BI Combined)	$	25,000,000	But not to exceed $5,000,000 limit for voice, data or video service Incoming services consisting of electricity, gas, fuel, steam, water, refrigeration or from the lack of incoming or outgoing voice, data or video service all by reason of any accidental occurrence to the facilities of the supplier of such service, Excluding Earth Movement in High Hazard Zones 12 Hour Waiting Period for Locations inside US, 24 Hour Waiting Period for Locations outside US
Soft Costs	$	10,000,000
Tax Treatment of Profits		Policy Limit
Temporary Removal of Property		Policy Limit
Valuable Papers and Records	$	100,000,000
Terrorism	$	5,000,000	Policy Deductible	Property Damage and Time Element Combined, during any policy year
Flood Property Damage & Time Element combined when caused by or resulting from Terorism or	$	1,000,000
Non Certified Acts of Terrorism Combined Misc. Unnamed Locations, Property Temporary Removed, and Flood	$	1,000,000
Wind Action at Locations in Hawaii, Hong Kong, Guam, Puerto Rico & Tier 1 Counties in USA			5% subject to min $100,000 Per Loc	Tier 1 counties of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina, Texas and locations in Hawaii Hong Kong, Guam and the Commonwealth of Puerto Rico
Wind Action at Locations in Tier 2 Counties in USA			3% subject to min $100,000 Per Loc	Tier 2 Counties of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina and Texas

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 4 of 16

JONES APPAREL GROUP

2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
EXCESS EARTHQUAKE — New Madrid Outer Counties
Excess Earthquake for New Madrid	$	25,000,000		Axis Surplus Inc Co	7/01/2008 -	$	25,000
Earthquake Zone “Outer Counties”	Excess of $70,000,000			ECF727791-08	7/01/2009
as defined by the primary FM Global policy
TRIA coverage Excluded
MARINE OPEN CARGO
PRIMARY MARINE CARGO	$	30,000,000	$25,000 Per Occ	Affiliated FM Ins. Co.	7/01/2008 -	$	470,375
Ocean/Inland Transit, Any One Vessel,			$1,000,000 Annual Agg	OCP 1243	7/01/2009	Flat Premium
Below Deck/Container						Not Subject to Adjustment
Any One Aircraft or Connecting Conveyance	$	5,000,000
Any One Package by Mail or Parcel Post	$	25,000
Any One Inland Conveyance and in the Aggregate Any
One Loss, Disaster or Casualty	$	10,000,000
In Storage at any Unnamed Storage Location	$	250,000
No Deductible applies to claims for FPA losses, General Average and/or Salvage Charges
Coverage included for War Risks
EXCESS MARINE CARGO	$	30,000,000		Federal Insurance Company	7/01/2008 -	$	21,250
	Excess of $30,000,000			258818	7/01/2009

Any one shipment, any one occurrence Minimum Annual Deposit
Adjusted against actual values shipped
at a rate of .04%

NOTICE: This schedule is not intended In any way to describe the coverage granted by any policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 5 of 16

JONES APPAREL GROUP

2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
FINANCIAL PRODUCTS
Directors & Officers Liability — Primary	$	25,000,000	$2,500,000 SEC	National Union Fire Ins.	6/30/2008 -	$	795,800
			$1,500,000 EPL	6136752	6/30/2009
			$1,500,000 Other
Excess Directors & Officers Liability	$	20,000,000		Federal Ins. Co.	6/30/2008 -	$	440,000
1st Layer	Excess of $25,000,000			81021932	6/30/2009
Excess Directors & Officers Liability	$	10,000,000		ACE American Ins. Co.	6/30/2008 -	$	152,050
2nd Layer	Excess of $45,000,000			DOXG21658510005	6/30/2009
Excess Directors & Officers Liability	$	10,000,000		CODA	6/30/2008 -	$	115,000
3rd Layer Side A XS/DIC	Excess of $55,000,000			JNY1259	6/30/2009
Not-For-Profit Protector	$	5,000,000	$15,000	National Union Fire Ins.	7/1/2008 -	$	3,972
Jones New York in The Classroom				006249542	7/1/2009
Employment Practices Liability	$	10,000,000	$1,000,000	National Union Fire Ins.	6/30/2008 -	$	360,502
				6138816	6/30/2009
Fiduciary Liability	$	15,000,000	$100,000	Federal Ins. Co.	6/30/2008 -	$	73,000
	Each Claim			81372947	6/30/2009
Excess Fiduciary Liability	$	10,000,000		National Union Fire Ins.	6/30/2008 -	$	37,000
	Excess of $15,000,000			6138098	6/30/2009
Special Coverage	$	25,000,000	$0	National Union Fire Ins.	7/01/2008 -	$	10,717
				6472398	7/1/2011
Blanket Crime	$	10,000,000	$150,000	National Union Fire Ins.	6/30/2008 -	$	60,518
				0006233018	6/30/2009

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 6 of 16

JONES APPAREL GROUP

2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
TRADE-DISRUPTION INSURANCE	$	50,000,000		Lloyds of London	7/01/2008-	$	482,427
	(95% Indemnity = $47,500,000)			B0576MN51237	6/30/2009
						2008-09 Continuity Credit = 20%
						Net Premium = 336,314
CONTINGENT STRIKE COVERAGE	$	25,000,000	$1,000,000 Each	Lloyds of London	7/01/2007 -	$	230,750
	(95% Indemnity = $23,750,000)		and Every Claim	ML51307	6/30/2009
						2006-7 Continuity Credit = 15%
						Net Premium = $175,078

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 7 of 16

JONES APPAREL GROUP

2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER		TERM	PREMIUM
COMMERCIAL GENERAL LIABILITY			$100,000 Per Occ-	Hartford Fire Ins.		7/01/2008-	$	141,891
(Domestic)			Indemnity and	30 CSE C77402		7/01/2009
			Expense
General Aggregate — Per Location	$	2,000,000			Plus Monthly Paid Loss Billings
Products Completed Operations Aggregate	$	2,000,000
Products Completed Operations Per Occurrence	$	1,000,000
Each Occurrence	$	1,000,000		Security: LOC — No additional security required for this policy term
Personal & Advertising Injury - Per Occurrence	$	1,000,000		Loss Deposit: incl w/Workers’ Compensation
Damage to Premises Rented to You	$	1,000,000
Medical Payments Coverage - Aggregate	$	10,000
General Aggregate Cap Limit	$	15,000,000
Employee Benefits Liability
Per Claim	$	1,000,000	$0	Claims Made Coverage; Retro Date 3/02/1992
Aggregate	$	1,000,000
$17,500,000 Aggregate Deductible (for both GI and WC)
BUSINESS AUTOMOBILE POLICY				Hartford Fire Ins. Co.		7/01/2008 -	$	31,244
(Domestic — All Other States)				30 CSE C77403		7/01/2009	$158 Surcharge cost
Liability (Any Automobile)	$	1,000,000
Personal Injury Protection	Statutory
Uninsured/Underinsured Motorist	$	1,000,000
Medical Payments - Per Person	$	10,000
Comprehensive	Actual Cash Value		$1,500
Collision	Actual Cash Value		$1,500
Covered Autos — Per schedule on file with company
Additional coverages provided: Towing, Rental Reimbursement, and Drive Other Car Coverage

NOTICE: This schedule is not intended in any way to describe the coverage granted by any policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 8 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

					COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE		NUMBER		TERM		PREMIUM
WORKER’S COMPENSATION (All Other States - Deductible Plan)			$250,000 Per Loss Event		Hartford Ins Co of Midwest 30 WN C77401			7/01/2008- 7/01/2009		$513,490
Workers’ Compensation	Statutory						Including Surcharge of: $55,595
							Plus Loss Deposit: $0
Employers Liability:							Plus Monthly Paid
Bodily Injury - Each Accident	$	1,000,000					Loss Billings
Bodily Injury - By Disease Policy Limit	$	1,000,000
Bodily Injury - By Disease - Each Employee	$	1,000,000
Maximum Loss Provision (Basket)	$	17,500,000
Security LOC - no additional security required for this policy term
Employers Liability Stop Gap Coverage Endorsement Number of Losses that Step Deductible applies to is one
WORKER’S COMPENSATION (NY and WI - Paid Loss Ratio)				$250,000 Per Acc- Indemnity, Medical & Expense	Hartford Ins Co of Midwest 30 WBR C77400			7/01/2008 - 7/01/2009		$259,858
Workers’ Compensation	Statutory					Including Surcharge of $144,784 ($86,870 Deferred) Plus Loss Deposit: $0 Plus Monthly Paid Loss Billings
Employers Liability:
Bodily Injury - Each Accident	$	1,000,000
Bodily Injury - By Disease Policy Limit	$	1,000,000
Bodily Injury - By Disease Each Employee	$	1,000,000
Maximum Loss Provision (Basket)	$	17,500,000
Security LOC — no additional security required for this policy term

NOTICE- This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 9 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

					COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE		NUMBER	TERM		PREMIUM
CANADIAN AUTOMOBILE POLICY					Aviva Canada 4621323		7/01/2008 -7/01/2009		C$3,450
Third Party Liability	$	1,000,000
Comprehensive Deductible			$	1,000
Collision Deductible			$	1,000
Automobile per schedule on file with insurance company.
CANADIAN GENERAL LIABILITY POLICY					Aviva Canada 81008442		7/01/2008 -7/01/2009		C$22,710
CGL Each Occurrence Limit	$	2,000,000
Products-Completed Operations Aggregate	$	4,000,000
Personal Injury	$	2,000,000
Tenants Legal Liability	$	1,000,000
Medical Payments - Any One Person	$	10,000
Employee Benefits	$	2,000,000
Non-Owned Automobile	$	2,000,000
Deductibles:
Bodily Injury - Each Occurrence			$	5,000
Property Damage - Each Occurrence			$	5,000
Tenants Legal Liability			$	5,000
Non-Owned Automobile			$	0
Employee Benefits Liability - Each Occurrence			$	0
Advertising Injury - Each Claim/Aggregate			$	5,000
Data Exclusion applies
Asbestos Exlusion applies
Fungi and Fungal Derivatives Exclusion applies
Terrorism Exclusion applies

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 10 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
UMBRELLA LIABILITY POLICY	$	25,000,000	$25,000 SIR	Nat’l Union Fire Ins. Co. 6081791	7/01/2008- 7/01/2009	$	105,000
General Aggregate	$	25,000,000
Products-Completed Operations Aggregate	$	25,000,000
Each Occurrence	$	25,000,000
Crisis Response	$	250,000
Excess Casualty Crisis Fund	$	50,000
Underlying Coverages:
General Liability $1,000,000 and $2,000,000 General Aggregate
Personal/Advertising Injury $1,000,000
Employers Liability:
Each Accident $1,000,000
Disease Policy Limit $1,000,000
Disease Each Employee $1,000,000
Automobile Liability - $1,000,000
Foreign Liability $1,000,000 (Premises Products, Auto, Employers Liability)
Employee Benefits Liability $1,000,000
Canadian General Liability $2,000,000
Canadian Auto $2,000,000
Non-Owned Aircraft $5,000,000
EXCESS LIABILITY POLICY	$	25,000,000		St Paul Fire & Marine QK06400701	7/01/2008- 7/01/2009	$	47,655
General Aggregate	$	25,000,000
Each Occurrence	$	25,000,000
Excess of $25,000,000 Each Occurrence and Aggregate

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 11 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
EXCESS LIABILITY POLICY	$	25,000,000		ACE American Ins. Co. XCPG23793908	7/01/2008- 7/01/2009	$37,188
General Aggregate	$	25,000,000
Each Occurrence	$	25,000,000
Excess of $50,000,000 Each Occurrence and Aggregate
EXCESS LIABILITY POLICY	$	25,000,000		The American Ins. Co. SHX00079385951	7/01/2008- 7/01/2009	$25,500
General Aggregate	$	25,000,000
Each Occurrence	$	25,000,000
Excess of $75,000,000 Each Occurrence and Aggregate

NOTICE- This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 12 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

			COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED	DEDUCTIBLE	NUMBER	TERM	PREMIUM
INTERNATIONAL PACKAGE LIABILITY POLICY			Great Northern Insurance Co 35389181	7/01/2008 - 7/01/2009	$	70,160
Territory — Anywhere in the World except the United States, its territories & possessions, Puerto Rico, Canada and excluding any insurance transactions prohibited by law or regulation of any country.
INTERNATIONAL THIRD PARTY LIABILITY
Bodily Injury & Property Damage - Each Occurrence	US $1,000,000
Aggregate of $2,000,000 Products/Completed Operations - Each Occurrence	US $1,000,000
Aggregate of $2,000,000 Personal Injury/Advertising Liability - Each Occurrence	US $1,000,000
Aggregate of $2,000,000 Premises Legal Liability Limit -Each Occurrence and Aggregate	US $1,000,000
Medical Expense Limit	US $10,000
Employee Benefit Liability	US $1,000,000
War or Terrorism Action Exclusion Applies
INTERNATIONAL AUTOMOBILE DIC/EXCESS LIABILITY
Excess/DIC, BI/PD (Combined Single Limit)	US $1,000,000
Medical Expenses	US $10,000
Hired and Non Owned Physical Damage-Each vehicle	US $2,500
Hired and Non Owned Physical Damage-Aggregate	US $10,000
Threshold Benefit	US $10,000
War or Terrorism Action Exclusion Applies

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 13 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
FOREIGN VOLUNTARY WORKER’S COMPENSATION/EMPLOYERS LIABILITY
Employers Liability:
Bodily Injury by accident/each accident	US $1,000,000
Bodily Injury by disease/policy limit	US $1,000,000
Bodily Injury by disease/each employee	US $1,000,000
Excess Repatriation:
Any One Employee	US $250,000
Annual Aggregate	US $500,000
US/Canadian Employees or Volunteers — State of Hire
Third Country Nationals — Country of Hire
Local Nationals-Employers Liability only
War or Terrorism Action Exclusion Applies
NON-OWNED AVIATION LIABILITY				National Union Fire Ins Co of Pittsburgh AV185591603	7/01/2007- 7/01/2009		$4,862
Single Limit Bodily Injury - Each Occurrence		$5,000,000
Medical Expense - Each Person		$5,000
Covers any non-owned aircraft (excluding rotorwing aircraft) with seating capacity not exceeding 30

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 14 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
ENVIRONMENTAL LIABILITY				Steadfast Ins. Co.	7/01/2007 -		$131,309
				PLC 2912311 03	7/01/2010
						Plus applicable surplus lines taxes Includes TRIA charge of 1%
Each Loss		$15,000,000	$50,000 Each Loss
Total All Losses		$15,000,000
Coverage A: Third Party Environmental Liability
Coverage B: First Party Cleanup
Covered Properties - USA:
1. 11201 Armour, El Paso, TX (rear)	Retro Date 1/01/2001
2. 11201 Armour, El Paso, TX (front)	Retro Date 7/28/1998
3. 924 Newark Ave., Jersey City, NJ	Retro Date 7/28/1998
4. 10 New Road, Providence, RI	Retro Date 12/01/2001
Covered Properties - Mexico:
1. PAMI2, Flor de Loto Y Eglontinas, S/N Villaa Jardin, Cuidad Lerdo, Durango, Mexico					Retro Date 7/28/1998
2. PAMI 3 and 4 Periferico Libramiento, Gomez Palacio-Lerdo-KM 11, Cuidad Lerdo, Durango, Mexico					Retro Date 7/28/1998
3. Greater Durango (Laundry) Blvd, Jose Ma. Patoni no. 5000 L-19 y 20 Ciudad Industrial C.P. 34229 Durango Mexico					Retro Date 9/01/2000
4. Calzada Constitution y Calle Oaxaca San Luis Rios Colorad, Sonora Mexico					Retro Date 8/01/2002
5. Exportex; Calzada Constitution y Calle Oaxaca San Luis Rios Colorado, Sonora Mexico					Retro Date 8/01/2002

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 15 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
SURETY BONDS
Barneys New York, Inc. Bond #69943518	$	1,000		Western Surety Co. #69943518	7/31/2007 - 7/31/2009	$	175
City of New York
Kim M. O’Byrne-Rozman Notary Bond	$	3,000		Travelers #103824237	6/25/2007 -	$	100
#103824237 Commonwealth of PA					6/25/2011
Merlu Corporation Sales Use &	$	10,500		Hartford Fire Ins. Co.	8/15/2008 -	$	210
Consumer Tax Bond State of Nevada				#42BSBBE5396	8/15/2009
Jones Apparel Group USA, Inc. Professional Soliciters Bond State of Massachusetts	$	10,000		Fidelity & Deposit Co of MD #8823875	10/28/2007 -10/28/2008 Will be renewing for 08-09 Term	$	100
Jones Apparel Group USA, Inc. Professional Soliciters Bond State of Maine	$	25,000		Fidelity & Deposit Co of MD #8823876	10/28/2007 -10/28/2008 Will be renewing for 08-09 Term	$	150
Jones Apparel Group USA, Inc. Professional Soliciters Bond State of Alabama	$	10,000		Fidelity & Deposit Co of MD #8823877	10/28/2007 -10/28/2008 Will be renewing for 08-09 Term	$	100
Victoria + Co., Ltd. Importer Bond	$	200,000		Safeco Ins. Co. of America	6/08/2008 -6/7/2009	$	1,000
				#50429006
Nine West Footwear Corp. Importer Bond	$	6,400,000		Safeco Ins. Co. of America	5/06/2008 -5/5/2009	$	32,000
				#070412005
Nine West Footwear Corp.	$	200,000		Westchester Fire Ins. Co.	1/2/2008 -	$	1,200

NOTICE: This schedule is not intended in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

Page 16 of 16

JONES APPAREL GROUP
2008-09 Schedule of Insurance

				COMPANY AND POLICY
COVERAGE	LIMITS AFFORDED		DEDUCTIBLE	NUMBER	TERM	PREMIUM
Customs Bond				#071116005	1/2/2009
Jones Apparel Group USA, Inc. Customs Bond		$8,700,000		Safeco Ins. Co. of America	1/2/2008 -1/2/2009		$ 43,500
				#071212006
Jones Jeanswear Group, Inc. Customs Bond		$7,800,000		Fidelity & Deposit Co. of MD	1/2/2008 - 1/2/2009		$ 70,200
				#071213003
CONTRACTUAL INDEMNIFICATION (“LPT” FOR NINEWEST OHIO DWRF LIABILITITES	Unlimited			Illinois Union Ins. Co. (ACE) #RLOG2059707-0	10/01/00-Until Cancelled	$2,550,000 Plus $76,500 Surplus Lines Tax
No deductible
CONTRACTUAL INDEMNIFICATION (“LPT”) FOR NINEWEST WORKERS		A) $868,349		Nati’l Union Fire Ins Co. #1218486	06/15/00 - Until Cancelled		A) $675,000
COMPENSATION LIABILITIES		B) $9,407,000		Nat’l Union Fire Ins Co. #1218486			B) $4,655,000
No Deductible
A) Liberty Mutual claims from 5/24/95 to 6/30/96
B) CNA claims from 7/01/96 to 6/30/99
CONTRACTUAL INDEMNIFICATION FOR NINEWEST OHIO SELF-INSURED WORKERS COMPENSATION LIABILITIES (“LPT”)		$600,000		Starr Excess International Ins. Co. #1218485	06/15/00 - Until Cancelled		$340,000
No Deductible
Gates MacDonald Claims from 10/1/95 to 9/30/00
CONDEMNATION/LOSS OF RENTS INSURANCE	Not to exceed $450,888,588			Chubb Custom Ins. Co. 79475973	2/28/1997 - 3/1/2022		$265,200
Professional Liability Exclusion

NOTICE: This schedule is not in any way to describe the coverage granted by any of the policies mentioned, but is solely for use in identifying the policies for audit purposes.

George Neeman

From: Joe Donnalley
Sent: Friday, April 10, 2009 1:43 PM
To: George Neeman
Subject: FW: ABL Facility — Insurance Due Diligence Information

Schedule VII. Insurance 1.

Below are a listing of Jones’s insurance policies and whether additional insured status is permitted under the respective policies.

	Additional Insured		Additional Insured
Policy	Status OK?	Policy	Status OK?
General Liability	Yes	Directors & Officers Liability - Primary $25M	No - No Insurable Interest
Business Auto	Yes	Directors & Officers Liability - $20M xs $25M	No - No Insurable Interest
Foreign Package	Yes	Directors & Officers Liability - $10M xs $45M	No - No Insurable Interest
Canada General Liability	Yes	Directors & Officers Liability - Side A Excess DIC	No - No Insurable Interest
Canada Business Auto	Yes	Not-for-Profit Protector - JNYITC	No - No Insurable Interest
Lead Umbrella $25M	Yes	Fiduciary Liability - Primary $15M	No - No Insurable Interest
Excess Liability $25M xs $25M	Yes	Fiduciary Liability -$10M xs $15M	No - No Insurable Interest
Excess Liability $25M xs $50M	Yes	Employment Practices Liability	No - No Insurable Interest
Excess Liability $25M xs $75M	Yes	Non-Owned Aviation	No - No Insurable Interest
Property	Yes	Special	No - No Insurable Interest
Marine Cargo	Yes	Surety	No - No Insurable Interest
Excess Marine Cargo	Yes	Workers Compensation	No - No Insurable Interest

4/10/2009

Page 1 of 2

	Additional Insured		Additional Insured
Policy	Status OK?	Policy	Status OK?
Excess Earthquake	Yes
Environmental Liability	Yes	* TBD: TDI & Strike
Crime	Yes
Network Liability	Yes

* Note: Holly Scott Russell will revert back to underwriters to determine protocol as respects TDI and Strike - Additional Insured Status Ok - Yes

Regards,
Joe

Joseph T. Donnalley
Treasurer and Senior Vice President,
Corporate Taxation and Risk Management
Jones Apparel Group, Inc.
180 Rittenhouse Circle
Bristol, PA 19007
(P): (215) 781-5468
(F): (215) 781-5473
E-Mail: jdonnalley@jny.com

4/10/2009

Page 2 of 2

Schedule 3.15

Capitalization and Subsidiaries

	State/Country
	of	Type of	Shares	Shares Issued
Name of Corporation	Incorporation	Shares	Authorized	and Outstanding
Apparel Testing Services, Inc.	New Jersey	Common	1,000	100
Asia Expert Limited	Hong Kong	$HK	500,000	1,000
Energie Knitwear, Inc.	Delaware	Common	200	200
Exportex de Mexico, S.A. de C.V.	Mexico	Common	1,000	1,000
Jones Apparel Group,Inc.	Pennsylvania	Common	201,000,000	85,405,067*
Jones Apparel Group Canada, LP	Canada			Jones Canada, Inc.owns .1% and Jones Apparel Group Canada ULC owns 476 partnership units
Jones Apparel Group Canada ULC	Canada	Common	100,000,000	71,500
Jones Apparel Group Holdings, Inc.	Delaware	Common	1,000	1,000
Jones Apparel Group USA, Inc.	Delaware	Common	1,000	100
Jones Canada, Inc.	Canada	Common	Unlimited	100
Jones Distribution Corporation	Delaware	Common	200	200
Jones Holding Inc.	Delaware	Common	1,000	100
Jones International Limited	Hong Kong	Common	100	100
Jones Investment Co.Inc.	Delaware	Common	200	100
Jones Jeanswear Group, Inc.	New York	Common	15,000	10,000
(formerly known as		Preferred A	200,000	200,000
McNaughton Apparel Group Inc.)		Preferred B	100,000	100,000
Jones Management Service Company	Delaware	Common	1,000	1,000
Jones Retail Corporation	New Jersey	Common	1,000	100
L.E.I. Group, Inc.	Delaware	Common	200	200
Maxwell Footwear of California, Inc.	Delaware	Common	1,000	1,000
Nine West Accessories (HK) Limited	Hong Kong	Ordinary	10,000	2
Nine West Development Corporation	Delaware	Common	3,000	1,000
Nine West Footwear Corporation	Delaware	Common	3,000	1,000
Nine West Melbourne Pty. Ltd.	Australia	Ordinary	100,000	100
Rachel Roy IP Company LLC	Delaware	Membership Interests		Jones Investment Co. Inc. holds 50% membership interests; Royale Etenia LLC (a non- subsidiary Delaware LLC) holds 50% membership interests
Victoria + Co Ltd.	Rhode Island	Common	50,000	3,405

Schedule 3.18

Credit Card Arrangements

1. American Express

2. First Data (Visa/lMastercard) — Chase Merchant Services, LLC

3. Discover Financial Services

Schedule 6.01

Existing Indebtedness

JONES APPAREL GROUP, INC.
SCHEDULE OF DEBT
APRIL 4, 2009

				Oustanding
				Principal
Senior Notes:	Interest Rate			Balance
Jones Apparel Group USA, Inc.
4.25% $250 Million Senior Notes due 2009		4.250	%	$	249,971,233
5.125% $250 Million Senior Notes due 2014		5.125	%		249,881,875
6.125% $250 Million Senior Notes due 2034		6.125	%		249,624,155
Total JAG USA Senior Notes				$	749,477,263

		Short Term		Long Term		Total
		Principal		Principal		Principal
Capital Leases:	Interest Rate	Balance		Balance		Balance
Jones Apparel Group USA, Inc.
Capital Leases (Equipment)	Various	$	6,629	$	16,525	$	23,154
Jones Distribution Corporation
Capital Lease (Virginia warehouse)	Various		914,538		20,367,054		21,281,592
Jones Management Service Company
Capital Leases (Computer Equipment)	Various		1,428,293		719,895		2,148,188
Capital Lease (Bristol 180 building)	Various		544,701		7,657,090		8,201,791
Nine West Footwear Corporation
Capital Leases (Equipment)	Various		3,429		10,643		14,072
Total CAPITAL LEASES		$	2,897,590	$	28,771,207	$	31,368,797

Schedule 6.02

Existing Liens

Debtor	Jurisdiction	Filing No.	Registration No.	Secured Party	Collateral
Victoria & Co. Ltd	Rhode Island	2007 05692270		TRoFS Limited	All of the following property that has been sold or will be sold from time to time by Debtor to Secured Party pursuant to the terms and conditions of a Receivables Purchase Agreement between Debtor and Secured Party: (i) all right title and interest of the Debtor in, to and under any and all rights to present and future payments of amounts due and payable, whether due now or payable in the future, (including any entitlement to late payment interest) as a result of a contract or contracts between Debtor and [Kohl’s Department Stores] (“Customer”) for the supply of goods and/or services to Customer, whether or not earned by performance (“Accounts Receivable”), and the related obligations of Customer to pay an agreed amount in respect of such Accounts Receivable (“Payment Obligations”), in each case that Debtor sells to Secured Party; (ii) all right, title and interest of Debtor in, to and under selected actions of a Customer Managed Services Agreement governing Customer’s participation in the electronic workflow management, database and operational accounting system through which details and the status of all Accounts Receivables and the related Payment Obligations purchase by Secured Party shall be recorded, as amended or supplemented from time to time; and (iii) all proceeds of the foregoing.
Jones Apparel Group Canada Inc. (Jones Apparel Group Canada, LP)	Québec		02-0051618-0001	2411-7970 Quebec Inc.	The movable property, fixtures, furniture, equipment. Inventory and other movable property located in the lease premise situated as 3981 St-Laurent Boulevard, Suite 215, Montreal, Quebec [$20,000.00 with interest at prime rate plus 5%].

Debtor	Jurisdiction	Filing No.		Registration No.	Secured Party	Collateral
Jones Apparel Group Canada, LP	Québec			05-0290899-0004	Marcarko Ltée	The universality of all of the movable properties being from time to time located in the premises situated at 555 Chabanel Street West, Suite 510, Montreal, Quebec, H2N 2H8, including, without limitation, machinery, equipment, furniture, commercial layouts, inventory, merchandise, stock, claims and any insurance proceeds with respect of said property, as well as any similar property which could have been situated on the premises at any time whatsoever since the beginning of the term.
Jones Apparel Group Canada, LP	Ontario		649587942	20081029 1956 1531 9415	CBSC Capital	“Equipment” and “Other”
Jones Apparel Group Canada, LP	Ontario		616859991	20050711 1454 15306695	Toyota Credit Canada Inc.	“Goods”, “Equipment”, “Other”, “Motor Vehicle Included” and “Other” Motor Vehicle: VIN 5PVNC6JM252S10600
Jones Apparel Group Canada Inc.	Ontario		613207323	20050308 1435 16165885	Toshiba Finance	“Equipment” and “Other” Geeral Collateral Description: Photocopiers
McNaughton Apparel Group Inc.	New York		064102 200511081197831 200511101203196		Bank of America, N.A.	“Equipment” generally described as One Eighth (1/8th) Undivided Interest of a Beechjet 400A, s/n RK-305, N693TA with Two (2) Pratt & Whitney JT 15D-5 engines sin JA 0375 & JA 0374
Nine West Footwear Corporation	Delaware		41499526		IBM Credit LLC	All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) #B60402): IBM Equipment Type 9993 W14236 All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See UCC 9-505. (06/01/04)
Nine West Footwear Corporation	Delaware		41518960		IBM Credit LLC	All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) #B60402): IBM Equipment Type 9993

Debtor	Jurisdiction	Filing No.		Registration No.	Secured Party	Collateral
						W14236 All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See DCC 9-505. (06/02/04)
Nine West Footwear Corporation	Delaware		2007 1635456		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0326136-003; 005-0326136-004
Nine West Footwear Corporation	Delaware		2007 1716710		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0326136-002
Nine West Footwear Corporation	Delaware		2007 3582722		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #005-0326136-006
Nine West Footwear Corporation	Delaware		2007 4051586		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0326136-007
Nine West Footwear Corporation	Delaware		2007 4535083		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0326136-009
Nine West Footwear Corporation	Delaware		2007 4699756		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0326136-010

Debtor	Jurisdiction	Filing No.		Registration No.	Secured Party	Collateral
Nine West Footwear Corporation	Delaware		2008 3316708		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0326136-013
Nine West Footwear Corporation	Delaware		2009 00357779		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0326136-014
Jones Apparel Group	New York		2004 02245145803		CIT Technology Financing Services, Inc.	Mita C2030 Copier Serial #T3000803 Mita 6300 Copier Serial #Z3004222 “plus all other types of office equipment and products, computers, security systems and other items of equipment now and hereafter leased to and/or financed for Debtor/Lessee by Secured Party/Lessor, and including all replacements, upgrades and substitutions hereafter occurring to all of the foregoing equipment and all now existing and future attachments, parts, accessories and add-ons for all of the foregoing items and types of equipment, and all proceeds and products thereof.”
Jones Apparel Group	New York		2008 02150130490		Timepayment Corporation	QTY 2 Pure Elegance Water Equipment PHSI S/N — 099099, 099087 QTY 1 Vertex Water Equipment Counter Top S/N — 0011254
Jones Management Service Company	Delaware		2007 0184225		IBM Credit LLC	All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) #D35443): IBM Equipment Type BFK889 All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See UCC 9-505. (01/15/07) UCC Log Number:
						CPD00D35443 4758505
Jones Management Service Company	Delaware		2007 1948222 2008 0573251		Wells Fargo Equipment Finance, Inc.	Supplement # D00D56920

Debtor	Jurisdiction	Filing No.	Registration No.	Secured Party	Collateral
Jones Management Service Company	Delaware	2007 2496494 20080151389		Wells Fargo Equipment Finance, Inc.	Supplement # D00D75384
Jones Management Service Company	Delaware	2007 3287975		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-03 0
Jones Management Service Company	Delaware	2007 3664561 20080151405		Wells Fargo Equipment Finance, Inc.	Supplement # D00F00000, D00F00036
Jones Management Service Company	Delaware	2007 3699898 2008 0151397		Wells Fargo Equipment Finance, Inc.	Supplement # D00F00014
Jones Management Service Company	Delaware	2007 3700522		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-035
Jones Management Service Company	Delaware	2008 0292654		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-040
Jones Management Service Company	Delaware	2008 0596872		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-041
Jones Management Service Company	Delaware	2008 1054558		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-042

Debtor	Jurisdiction	Filing No.		Registration No.	Secured Party	Collateral
Jones Management Service Company	Delaware		2008 1336385		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-043
Jones Management Service Company	Delaware		2008 2371811		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-045
Jones Management Service Company	Delaware		2008 3481056		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-048
Jones Management Service Company	Delaware		2008 4172498		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-049
Jones Management Service Company	Delaware		4273703 1		Canon Financial Services, Inc.	Equip Desc: Copier, Quantity: 1, Model: IR3300, Serial#: MPH72340, License#: , Equip#: , Asset Detail: Equip Desc: Copier, Quantity: 1, Model: IR3300, Serial#:
						MPH72305, License#: , Equip#: , Asset Detail:
						Equip Desc: Peripheral, Quantity: 1, Model: ECopy, Serial#:
						GI04044604, License#: , Equip#: , Asset Detail:
						Equip Desc: Peripheral, Quantity: 1, Model: ECopy, Serial#:
						GI04044598, License#: , Equip#: , Asset Detail:
						Equip Desc: Copier, Quantity: 1, Model: IR6000, Serial#:
						NSN18982, License#: , Equip#: , Asset Detail:
						Equip Desc: Peripheral, Quantity: 1, Model: ECopy, Serial#:
						GK04063265, License#: , Equip#: , Asset Detail:

Debtor	Jurisdiction	Filing No.		Registration No.	Secured Party	Collateral
Jones Management Service Company	Delaware		6002086 7		IBM Credit LLC	All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) #C82088): IBM Equipment Type 2005 2145 3584 3588 9992 All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See UCC 9-505. (01/04/06)
Jones Management Service Company	Delaware		6000992 8		IBM Credit LLC	All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement(s) #C82169): IBM Equipment Type 7014 7212 7 310 7316 9113 91199992 9SSR All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See UCC 9-505. (01/03/06)
Jones Management Service Company	Delaware		5126421 8		Canon Financial Services, Inc.	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-016
Jones Management Service	Delaware		5063541 8		Canon Financial Services, Inc.	Equip Desc: Copier, Quantity: 1, Model: IR5020, Serial#: JCT18773, License#: , Equip#: ,Asset Detail: Equip Desc: Copier, Quantity: 1, Model: IR4570, Serial#: KFP01214, License#: , Equip#: ,Asset Detail:
Jones Management Service Company	Delaware		4364684 3		Canon Financial Services, Inc.	Equip Desc: Copier, Quantity: 1, Model: IR6000, Serial#: NSN19711, License#: , Equip#: ,Asset Detail: Equip Desc: Peripheral, Quantity: 1, Model: ECopy, Serial#: IT04121322, License#: , Equip#: ,Asset Detail: Equip Desc: Copier, Quantity: 1, Model: IR3300, Serial#: MPH74934, License#: , Equip#: ,Asset Detail:

Debtor	Jurisdiction	Filing No.		Registration No.	Secured Party	Collateral
Jones Management Service Company	Delaware		6011309 2		IBM Credit LLC	All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LC Supp1ement(s) #C84149): IBM Equipment Type 1740 1815 2101 3584 3589 All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See UCC 9-505. (01/11/06)
Jones Management Service Company	Delaware		6110766 3		IBM Credit LLC	All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LC Supplement(s) #C92037): IBM Equipment Type BDP297 9SSR All addidons, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment or software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss or damage to such equipment and software. IBM Credit LLC files this notice as a precautionary filing. See UCC 9-505. (04/03/06) UCC Log Number: CPD00C92037 4758505
Jones Management Service Company	Delaware		6366089 1		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-025
Jones Management Service Company	Delaware		6411257 9		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-026
Jones Management Service Company	Delaware		6362250 3		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #003-0176661-024

Debtor	Jurisdiction	Filing No.		Registration No.	Secured Party	Collateral
Jones Management Service Company	Delaware		6271768 4		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-022
Jones Management Service Company	Delaware		6434287 9		Canon Financial Services	All equipment now or hereafter leased, sold or financed by Canon Financial Services, Inc. and all general intangibles and accounts receivable with respect to said equipment, and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease #001-0176661-028

Existing Liens on Intellectual Property

		Registration	Application		Recordation Date of
Grantor	Mark	Number	Number	Security Interest	Security Interest
Nine West Development Corporation	DAVID AND JOAN	1,508,301		Paragon Capital LLC	04/28/2000
Nine West Development Corporation	JD (stylized)	1,567,298		Paragon Capital LLC	04/28/2000
Nine West Development Corporation	JOAN & DAVID	1,697,635		Paragon Capital LLC	04/28/2000
Nine West Development Corporation	JOAN AND DAVID	1,263,011		Paragon Capital LLC	04/28/2000
		1,498,122		Paragon Capital LLC	04/28/2000
Nine West Development Corporation	JOAN AND DAVID TOO	1,508,302		Paragon Capital LLC	04/28/2000
Nine West Development Corporation	JOAN HELPERN	1,325,974		Paragon Capital LLC	04/28/2000
Nine West Development Corporation	JUST LIBBY	1,897,026		General Electric Capital Corp.†	05/02/1997
				First National Bank of Boston†	04/16/1997
Nine West Development Corporation	SAM & LIBBY (word)	1,778,203		General Electric Capital Corp.†	05/02/1997
				First National Bank of Boston†	04/16/1997
		1,772,454		General Electric Capital Corp.†	05/02/1997
				First National Bank of Boston†	04/16/1997
Nine West Development Corporation	SAM & LIBBY logo	1,786,205		General Electric Capital Corp.†	05/02/1997
				First National Bank of Boston†	04/16/1997
		1,646,905		General Electric Capital Corp.†	05/02/1997
				First National Bank of Boston†	04/16/1997
Jones Investment Co.Inc.	ALBERT NIPON	1,395,825		Chase Manhattan Bank	07/13/1999
Jones Investment Co. Inc.	ALBERT NIPON and design	1,042,953		Chase Manhattan Bank	07/13/1999
Jones Investment Co. Inc.	ALBERT NIPON SUITS	1,627,251		Chase Manhattan Bank	07/13/1999
Jones Investment Co. Inc.	ANNE KLEIN	1,613,344		Chase Manhattan Bank	07/15/1999
		1,738,435		Chase Manhattan Bank	07/15/1999
		1,016,890		Chase Manhattan Bank	07/15/1999
		1,006,943		Chase Manhattan Bank	07/15/1999
		1,074,926		Chase Manhattan Bank	07/15/1999
		1,049,090		Chase Manhattan Bank	07/15/1999

		Registration	Application		Recordation Date of
Grantor	Mark	Number	Number	Security Interest	Security Interest
		1,046,318		Chase Manhattan Bank	0711511999
		1,052,858		Chase Manhattan Bank	07/15/1999
		1,611,081		Chase Manhattan Bank	07/15/1999
Jones Investment Co. Inc.	ANNE KLEIN II	1,573,264		Chase Manhattan Bank	07/15/1999
		1,425,808		Chase Manhattan Bank	07/15/1999
Jones Investment Co. Inc.	ANNE KLEIN RAINWEAR	1,410,608		Chase Manhattan Bank	07/15/1999
Jones Investment Co. Inc.	ANNE KLEIN and lion	1,511,071		Chase Manhattan Bank	07/09/1999
	head design
				Natwest Bank	02/17/1995
					12/29/1995
Jones Investment Co. Inc.	CODEBLEU	1,334,428		Fleet Bank	04/08/1997
				Republic National Bank of NY	03/20/1995
		1,634,872		Natwest Bank	02/17/1995
					12/29/1995
				Fleet Bank	04/08/1997
				Republic National Bank of NY	03/20/1995
Jones Investment Co. Inc.	COTTON SPIRIT	1,538,271		Foothill Capital Corp.*	08/06/2001
		854,224		Plaid Holdings Corp.†	10/20/1992
Jones Investment Co. Inc.	EVAN-PICONE	1,250,451		Plaid Holdings Corp.†	10/20/1992
		1,668,985		Plaid Holdings Corp.†	10/20/1992
Jones Investment Co. Inc.	G.V.Initials Design	1,171,375		Nationsbanc Commercial Corp.	09/11/1997
Jones Investment Co. Inc.	GLORIA VANDERBILT	1,699,162		Nationsbanc Commercial Corp.	09/11/1997
	(signature)
		1,289,670		Nationsbanc Commercial Corp.	09/11/1997
		1,929,150		Nationsbanc Commercial Corp.	09/11/1997
		1,289,670		Nationsbanc Commercial Corp.	09/11/1997
		1,594,237		Nationsbanc Commercial Corp.	09/11/1997

		Registration	Application		Recordation Date of
Grantor	Mark	Number	Number	Security Interest	Security Interest
		1,891,168		Nationsbanc Commercial Corp.	08/08/1997
		1,210,561		Nationsbanc Commercial Corp.	08/08/1997
Jones Investment Co. Inc.	KASPER	1,162,830		Chase Manhattan Bank	07/13/1999
		1,016,971		Chase Manhattan Bank	07/15/1999
		1.016,891		Chase Manhattan Bank	07/15/1999
		1,032,219		Chase Manhattan Bank	07/15/1999
Jones Investment Co. Inc.		1,052,859		Chase Manhattan Bank	07/15/1999
		1,050,741		Chase Manhattan Bank	07/15/1999
		1,046,317		Chase Manhattan Bank	07/15/1999
		1,074,925		Chase Manhattan Bank	07/15/1999
		1,371,374		Nationsbanc Commercial Corp.	09/11/1997
		1,350,752		Nationsbanc Commercial Corp.	09/11/1997
Jones Investment Co. Inc.	Swan design	1,586,875		Nationsbanc Commercial Corp.	09/11/1997
		1,649,898		Nationsbanc Commercial Corp.	09/11/1997
		1,606,340		Nationsbanc Commercial Corp.	09/11/1997
		1,155,671		Nationsbanc Commercial Corp.	09/11/1997
Jones Investment Co. Inc.	VANDERBILT	1,331,536		Nationsbanc Commercial Corp.	09/11/1997
	GLORIA VANDERBILT
	and design
Jones Investment Co. Inc.	VANDERBILT	1,333,913		Nationsbanc Commercial Corp	09/11/1997

^† General Electric Credit Corp. recorded two security interests but recorded only one release.

Schedule 6.04

Existing Investments

Jones Apparel Group, Inc. and Subsidiary Investments

Money Market Investments as of 5/1/09

Jones Apparel Group USA, Inc:
BOA Columbia Money Market Reserves 238	$	34,138,899.03
Citibank Columbia Money Market Reserves 1807		19,245,216.53
Suntrust Federated Prime Obligations Fund 010		75,379,920.87
PNC Blackrock Temp Fund		17,204,456.06
Suntrust Federated Gmnt Obligations Fund 005		5,534,294.94
BOA Columbia Gmnt Reserves Trust Fund 233		78,370,717.90
Citibank Columbia Gmnt Reserves Trust Fund 1809		27,311,822.89
PNC Blackrock Fed Fund #30		41,527,018.30
Total	$	298,712,346.52
Investment in GRI as of 4/24/09:
Jones Apparel Group Canada, L.P	$	29,641,324
Total Investments	$	29,641,324
Loans and Investments to Contractors as of 4/4/09:
Jones Apparel Group USA, Inc.	$	5,250,000.00
Jones Apparel Group Canada, LP		464,112.00
Total Loans and Advances to Contractors	$	5,714,112.00
Investment in Rachael Roy IP Company LLC as of 4/4/2009:
Jones Investment Co. Inc.	$	28,927.00
Total Investment	$	28,927.00

Schedule 6.05

Asset Sales

Potential sale, transfer or disposition of the ERIKA trademark.

Schedule 6.10

Existing Restrictions

1.	The Indenture
2.	Joint Venture Agreement with Royale Etenia to develop, market and license the brand Rachel Roy
3.	Shareholder Agreement with GRI

EXHIBIT A

FORM OF ASSIGNMENT AND ASSUMPTION

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and ‘percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the Credit Agreement (including Letters of Credit, Guarantees, and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate of /Approved Fund of [identify Lender]1]
3.	Borrowers:	Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel
		Group USA, Inc., Jones Retail Corporation, Nine West Footwear Corporation, Energie Knitwear,
		Inc., Jones Investment Co. Inc., Jones Jeanswear Group, Inc., L.E.I. Group, Inc., Nine West Development

¹ Select as applicable.

Exhibit A

1

		Corporation, Victoria + Co Ltd. and Jones Apparel Group Canada, LP.
4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The $650,000,000 Credit Agreement dated as of May 13, 2009 among the Borrowers, the other Loan Parties party thereto, the Lender Parties party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
6.	Assigned Interest:

Aggregate			Aggregate
Amount of	Amount of	Percentage	Amount of	Amount of	Percentage
U.S.	U.S.	Assigned of	Canadian	Canadian	Assigned of
Revolving	Revolving	U.S.	Revolving	Revolving	Canadian
Commitment	Commitment/	Revolving	Commitment/	Commitment/	Revolving
/Loans for all	Loans	Commitment/	Loans for all	Loans	Commitment
Lenders	Assigned	Loans2	Lenders	Assigned	/Loans3
$	$	%	$	$	%
$	$	%	$	$	%
$	$	%	$	$	%

Effective Date:                     , 20                     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]
By:
	Title:

2	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
3	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit A

2

ASSIGNEE [NAME OF ASSIGNEE]
By:
	Title:

Exhibit A

3

Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as      Administrative Agent
By
	Title:

Consented to: [NAME OF ISSUING BANK], as Issuing Bank
By:
	Title:

[Consented to:]4 [JONES APPAREL GROUP, INC.]
By:
	Title:

⁴ To be added only if consent of the Borrower Representative is required by the terms of the Credit Agreement.

Exhibit A

4

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

          1. Representations and Warranties.

          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to paragraph (a), (b) or (c) of Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Lender that is not a U.S. Person, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

          2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

Exhibit A

          3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.

          Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or PDF transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit A

EXHIBIT B

FORM OF OPINION OF BORROWERS’ COUNSEL

JONES APPAREL GROUP, INC.

May 13, 2009

To the Lenders and the Administrative
  Agent Referred to Below
c/o JPMorgan Chase Bank, N.A.,
  as Administrative Agent
270 Park Avenue
New York, NY 10017

Re: Credit Agreement dated as of May 13, 2009

          Ladies and Gentlemen:

          You have requested my opinion as General Counsel of Jones Apparel Group, Inc., a Pennsylvania corporation (“Jones”), in connection with (x) the Credit Agreement dated as of May 13, 2009 (the “Credit Agreement”), among Jones, Jones Apparel Group Holdings, Inc., a Delaware corporation (“Jones Holdings”), Jones Apparel Group USA, Inc., a Delaware corporation (“Jones USA”), Jones Retail Corporation, a New Jersey corporation (“Jones Retail”), Nine West Footwear Corporation, a Delaware corporation (“Footwear”), Energie Knitwear, Inc., a Delaware corporation (“Energie”), Jones Investment Co. Inc., a Delaware corporation (“JICO”), Jones Jeanswear Group, Inc., a New York corporation (“Jeanswear”), L.E.I. Group, Inc., a Delaware corporation (“LEI”), Nine West Development Corporation, a Delaware corporation (“NWDC”), Victoria + Co Ltd., a Rhode Island corporation (“Victoria” and, together with Jones, Jones Holdings, Jones USA, Jones Retail, Footwear, Energie, JICO, Jones Jeanswear, LEI and Development, the “U.S. Credit Parties”), Jones Apparel Group Canada, LP, an Ontario limited partnership (“Jones LP”), the lending institutions party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”); and (y) the Security Agreement dated as of May 13, 2009 (the “U.S. Security Agreement” and, together with the Credit Agreement, the “Transaction Documents”) among the U.S. Credit Parties, Apparel Testing Services, Inc., a New Jersey corporation (“Testing”), Jones Distribution Corporation, a Delaware corporation (“Distribution”), Jones Management Service Company, a Delaware corporation (“Management”) and Jones Holding Inc., a Delaware corporation (“Holding” and, together with Testing,

1411 BROADWAY, NEW YORK, NEW YORK   10018

May 13, 2009
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Distribution and Management, the “U.S. Grantors”) and the Administrative Agent. This opinion is being delivered to you pursuant to Section 4.01(a) of the Credit Agreement. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.

          In that connection, I have examined originals or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including (i) the Credit Agreement, (ii) the U.S. Security Agreement, (iii) the Articles of Incorporation of the U.S. Credit Parties and the U.S. Grantors, and (iv) the By-laws of the U.S. Credit Parties and the U.S. Grantors.

          In rendering this opinion, I have assumed the due authorization, execution and delivery (x) of the Credit Agreement by all parties thereto except for the U.S. Credit Parties and (y) of the U.S. Security Agreement by all parties thereto except for the U.S. Credit Parties and the U.S. Grantors.

          Based on the foregoing and subject to the qualifications hereinafter set forth, I am of opinion as follows:

1.	Jones Holdings (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by Jones Holdings and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by Jones Holdings of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by Jones Holdings.
2.	Jones USA (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by Jones USA and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by Jones USA of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by Jones USA.
3.	Footwear (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by Footwear and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by Footwear of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by Footwear.
4.	Energie (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by Energie and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The

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	execution and delivery by Energie of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by Energie.
5.	JICO (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by JICO and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by JICO of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by JICO.
6.	Jeanswear (i) is a corporation organized and validly subsisting under the laws of the State of New York, and (ii) has the requisite corporate power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by Jeanswear and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by Jeanswear of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by Jeanswear.
7.	LEI (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by LEI and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by LEI of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by LEI.
8.	NWDC (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate’ power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by NWDC and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by NWDC of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by NWDC.
9.	Distribution (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by Distribution and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by Distribution of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by Distribution.
10.	Management (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate power and authority to (a) own and hold under

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	lease its property and to conduct its business as currently conducted by Management and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by Management of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by Management.
11.	Holding (i) is a corporation organized and validly existing under the laws of the State of Delaware, and (ii) has the requisite corporate power and authority to (a) own and hold under lease its property and to conduct its business as currently conducted by Holding and (b) enter into the Transaction Documents and perform its obligations under the Transaction Documents. The execution and delivery by Holding of the Transaction Documents, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action. The Transaction Documents have been duly executed and delivered by Holding.
12.	Each U.S. Credit Party and U.S. Grantor is qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, other than jurisdictions in which the failure to so qualify would not have a material adverse effect on such U.S. Credit Party or U.S. Grantor (as the case may be) and its subsidiaries taken as a whole.
13.	The execution and delivery by each U.S. Credit Party and Jones LP of the Credit Agreement and by each U.S. Credit Party, each U.S. Grantor and Jones LP of the U.S. Security Agreement, and the performance by each U.S. Credit Party, U.S. Grantor or Jones LP of its respective obligations under the Credit Agreement or the U.S. Security Agreement (as the case may be), will not (a) conflict with, result in a breach of or constitute a default under (i) the Articles of Incorporation or By-laws of such U.S. Credit Party or U.S. Grantor, as amended or restated and in effect on the date hereof, (ii) any law, rule or regulation of the United States of America, the State of New York or the General Corporation Law of the State of Delaware applicable to each such U.S. Credit Party, U.S. Grantor or Jones LP, (iii) to my knowledge, the terms of any indenture or other material agreement or instrument to which each U.S. Credit Party or U.S. Grantor is a party or by which its assets may be bound, provided that I give no opinion with respect to the terms of the Credit Agreement which prevent the U.S. Credit Parties from paying regularly scheduled interest and principal payments as and when due in respect of any Indebtedness (other than the Existing Debt Securities and payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof or relating thereto) if, either immediately before or after giving effect to any such payment, any Default or Event of Default has occurred and is continuing or (iv) to my knowledge, any order or decree of any court or government agency or instrumentality applicable to any U.S. Credit Party, U.S. Grantor or Jones LP, or (b) result in or require the creation or imposition of any material Lien on any property of any of the U.S. Credit Parties, U.S. Grantors or Jones LP, other than pursuant to the U.S. Security Agreement. In connection with the foregoing, I point out that certain of the indentures, agreements and instruments referred to in clause (a)(iii) above may be governed by laws other than the laws of the State of New York. For purposes of the opinion expressed in this paragraph, however, I have assumed that all such indentures, agreements and instruments are governed by and would be interpreted in accordance with the laws of the State of New York. The 200,000 Preferred A voting shares and 100,000 Preferred B non-voting shares owned by Jones Apparel Group Canada ULC in Jeanswear have been delivered by Jones Apparel Group Canada ULC to the Administrative Agent.

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14.

To my knowledge, no authorization, approval or other action by, and no notice to, consent of, order of or filing with, any United States Federal or New York governmental authority is required in connection with (a) the execution, delivery and performance of the Credit Agreement, by the U.S. Credit Parties or Jones LP, or (b) the execution, delivery and performance of the U.S. Security Agreement by the U.S. Credit Parties, the U.S. Grantors or Jones LP, other than (i) those that have been made or obtained and are in full force and effect, (ii) those filings required under the Securities Exchange Act of 1934, and (iii) filings with the relevant governmental authority in respect of the U.S. Security Agreement (or the Collateral described therein) pursuant to the Uniform Commercial Code, provided that I express no opinion as to the creation, attachment or perfection of any security interests purported to be granted pursuant to the U.S. Security Agreement.

15.

To my knowledge, there is no pending or threatened action, suit or proceeding before any court or governmental agency or authority or arbitrator involving any of the U.S. Credit Parties, the U.S. Grantors or Jones LP or the business, assets or rights of any of the U.S. Credit Parties, the U.S. Grantors or Jones LP (i) that purports to affect the legality, validity or enforceability of the Credit Agreement or the U.S. Security Agreement, or (ii) except as disclosed in Schedule 3.06 of the Credit Agreement, as to which there is a reasonable probability of an adverse determination and which, if adversely determined, could in my reasonable judgment be expected to have a material adverse effect on the ability of the U.S. Credit Parties, the U.S. Grantors or Jones LP, individually or in the aggregate, to perform their respective obligations under the Credit Agreement or the U.S. Security Agreement (as the case may be).

          I am admitted to practice in the State of New York, and I express no opinion as to any matters governed by any law other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

          This opinion is rendered only to the Administrative Agent and the Lenders and their permitted transferees under the Credit Agreement and is solely for their benefit in connection with the above transactions. This opinion may not be relied upon by any other person or for any other purpose, or used, circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

Ira M. Dansky
General Counsel
 

May 13, 2009

Jones Apparel Group
Credit Agreement dated as of May 13, 2009

Ladies and Gentlemen:

          We have acted as special New York counsel to Jones Apparel Group, Inc., a Pennsylvania corporation (“Jones”), Jones Apparel Group Holdings, Inc., a Delaware corporation (“Jones Holdings”), Jones Apparel Group USA, Inc., a Delaware corporation (“Jones USA”), Jones Retail Corporation, a New Jersey corporation (“Jones Retail”), Nine West Footwear Corporation, a Delaware corporation (“Footwear”), Energie Knitwear, Inc., a Delaware corporation (“Energie”), Jones Investment Co. Inc., a Delaware corporation (“Jones Investment”), Jones Jeanswear Group, Inc., a New York corporation (“Jones Jeanswear”), L.E.I. Group, Inc., a Delaware corporation (“LEI”), Nine West Development Corporation, a Delaware corporation (“Development”), Victoria + Co Ltd., a Rhode Island corporation (“Victoria” and, together with Jones, Jones Holdings, Jones USA, Jones Retail, Footwear, Energie, Jones Investment, Jones Jeanswear, LEI and Development, the “Borrowers”) and Jones Apparel Group Canada, LP, an Ontario limited partnership (“Jones Canada”) in connection with (a) the Credit Agreement dated as of May 13, 2009 (the “Credit Agreement”) among the Borrowers, Jones Canada, the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (the “Administrative Agent”) and JPMorgan Chase Bank, N.A. and General Electric Capital Corporation as joint collateral agents (the “Joint Collateral Agents”) and (b) the Pledge and Security Agreement dated as of as May 13, 2009 (the “U.S. Security Agreement”), among the Borrowers, Apparel Testing Services, Inc., a New Jersey corporation (“Testing”), Jones Distribution Corporation, a Delaware corporation (“Distribution”), Jones Management Service Company, a Delaware corporation (“Management”) and Jones Holding Inc., a Delaware corporation (“Holding”, and together with Testing, Distribution and Management, the “Grantors”; the Borrowers and the Grantors are herein referred to as the “U.S. Loan Parties”; Jones Canada and the U.S. Loan Parties are herein referred to as the “Loan Parties”) and the Administrative Agent. This opinion is being delivered to you pursuant to Section 4.01(a) of the Credit

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Agreement. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.

          In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including (i) the Credit Agreement, (ii) the U.S. Security Agreement, (iii) the Copyright Security Agreement dated as of May 13, 2009 (the “Copyright Security Agreement”), among Development, Management, Jones Investment, Jones USA, Jeanswear and the Administrative Agent, (iv) the Indenture dated as of November 22, 2004 among Jones, Jones Holdings, Jones USA, Footwear and Retail, as issuers, and SunTrust Bank, as trustee (as amended pursuant to the supplemental indenture dated as of April 15, 2009, the “Indenture”), (v) the UCC-1 financing statement naming Jones Jeanswear as debtor and the Administrative Agent as secured party, attached as Exhibit 1 hereto, together with all schedules and exhibits to such financing statement, filed in the Office of the Secretary of State of the State of New York (such filing office the “New York Filing Office” and such financing statement, the “New York Financing Statement”), (vi) the Certificate of Incorporation of Jones Jeanswear, as amended, (vii) the By-laws of Jones Jeanswear, (vii) resolutions adopted by the Board of Directors of Jones Jeanswear on May 8, 2009 and (viii) a certificate dated as of the date hereof, from officers of each of the U.S. Loan Parties (the “Officer’s Certificate”), attached as Exhibit 2 hereto. The documents described in clauses (i), (ii), (iii) and (iv) of the previous sentence are referred to collectively as the “Documents Reviewed”; the documents described in clauses (i), (ii) and (iii) of the previous sentence are referred to collectively as the “Transaction Documents”.

          We have relied, with respect to factual matters, on the representations and warranties of the Loan Parties contained in the Documents Reviewed and have assumed compliance by the Loan Parties with the terms of the Documents Reviewed.

          In rendering our opinion, we have assumed the genuineness of all signatures, the due existence of each Loan Party not organized under the laws of the State of New York, that each party to the Documents Reviewed (other than Jones Jeanswear) has the power and authority to execute and deliver, and perform its obligations under, the Documents Reviewed, the due authorization, execution and delivery of the Documents Reviewed by all parties thereto (other than Jones Jeanswear), the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

          Based on the foregoing and subject to the qualifications set forth in this opinion, we are of opinion as follows:

          1. Based solely on a certificate from the Secretary of State of the State of New York, Jones Jeanswear is a corporation duly organized and subsisting under the laws of the State of New York. Jones Jeanswear has all necessary corporate power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder. The execution and delivery by Jones Jeanswear of the Transaction

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Documents, the performance of its obligations under the Transaction Documents and the grant by it of security interests pursuant to the U.S. Security Agreement have been duly authorized by all requisite corporate action on the part of Jones Jeanswear. Jones Jeanswear has duly executed and delivered the Transaction Documents.

          2. Each of the Transaction Documents constitutes the legal, valid and binding obligation of each of the Loan Parties party thereto, enforceable against each such Loan Party signatory thereto in accordance with its terms (including with respect to the rates of interest that are legally chargeable and collectible), subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law. With respect to the foregoing opinion, (i) insofar as provisions contained in the Transaction Documents provide for indemnification or limitations on liability, the enforceability thereof may be limited by public policy considerations, (ii) the availability of a decree for specific performance or an injunction is subject to the discretion of the court requested to issue any such decree or injunction, (iii) we express no opinion as to the effect of the laws of any jurisdiction other than the State of New York where any Lender may be located or where enforcement of the Transaction Documents may be sought that limit the rates of interest legally chargeable or collectible and (iv) certain provisions of the U.S. Security Agreement are or may be unenforceable in whole or part under the laws of the State of New York, but the inclusion of such provisions does not affect the validity of the U.S. Security Agreement or the liens and security interests purported to be created by the U.S. Security Agreement, and the U.S. Security Agreement contains adequate provisions for the practical realization of the principal rights and benefits intended to be afforded thereby.

          3. The provisions of the U.S. Security Agreement are effective to create in favor of the Administrative Agent for the benefit of the Lender Parties, as security for the payment of the Secured Obligations, a security interest in such of the Collateral as constitutes “accounts”, “chattel paper”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property” and “letter of credit rights” within the meaning of the Uniform Commercial Code of the State of New York as in effect on the date hereof (the “New York UCC”) (such of the Collateral being hereinafter referred to as the “Specified UCC Collateral” and the Specified UCC Collateral other than Collateral that constitutes “deposit accounts”, “letter of credit rights” or “fixtures” (as defined in Section 9-102 of the New York UCC) being herein referred to as the “UCC Filing Collateral”), to the extent that the creation of security interests in the Specified UCC Collateral is governed by the New York UCC.

          4. The New York Financing Statement is in proper form for filing in the State of New York. Upon the filing and proper indexing of the New York Financing Statement in the New York Filing Office, describing the UCC Filing Collateral, the security interest granted to the Administrative Agent in the UCC Filing Collateral described in the New York Financing Statement will be perfected, to the extent perfection

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is governed by the New York UCC and may be accomplished by the filing in the State of New York of financing statements under the New York UCC.

          The opinion expressed in this paragraph 4 is based on the assumption that all filings and recordings necessary to maintain the effectiveness of the New York Financing Statement will be made, including without limitation (i) continuation statements and (ii) such other statements as may be required by (x) any change in name, identity or corporate structure of Jones Jeanswear or the Administrative Agent or (y) any change in the location of Jones Jeanswear.

          5. Upon delivery to and the continued possession by the Administrative Agent in the State of New York of all certificates evidencing the Pledged Collateral (as defined in the U.S. Security Agreement) described in Schedule F of the U.S. Security Agreement and pledged on the date hereof under the U.S. Security Agreement that constitute certificated securities within the meaning of Article 8 of the New York UCC (the “Pledged Certificates”), issued or endorsed in the name of the Administrative Agent or in blank or together with stock powers properly executed in the name of the Administrative Agent or in blank with respect thereto, the security interest in favor of the Administrative Agent for the benefit of the Lender Parties in such Pledged Certificates will be perfected.

          Upon the taking of possession and the continued possession by the Administrative Agent in the State of New York of all promissory notes and instruments described in Schedule F attached to the U.S. Security Agreement and pledged on the date hereof under the U.S. Security Agreement that constitute instruments within the meaning of Article 9 of the New York UCC (the “Pledged Instruments”), the security interest in favor of the Administrative Agent for the benefit of the Lender Parties in such Pledged Instruments will be perfected.

          The opinions expressed in this paragraph 5 are based on the assumption that the Administrative Agent has obtained control (for purposes of Article 9 of the New York UCC) of, and the Lender Parties have acquired their security interest in, the Pledged Certificates and the Pledged Instruments for value. For purposes of the foregoing sentence, the term “value” shall have the meaning given to such term in the New York UCC.

          6. The execution and delivery by each of the U.S. Loan Parties of the Transaction Documents to which it is a party, the performance by each of the U.S. Loan Parties of its obligations thereunder and the grant by each U.S. Loan Party of security interests pursuant to the U.S. Security Agreement do not result in a breach of or constitute a default under the express terms and conditions of the Indenture. Our opinion in the preceding sentence relating to the Indenture does not extend to (i) compliance with any financial or accounting ratio or any limitation in any contractual restriction expressed as a financial, accounting or dollar amount (or an amount expressed in another currency or by reference to calculations based upon financial or accounting data) and (ii) any breach of or default under the Indenture attributable to compliance with the terms of Section 6.08(b) of the Credit Agreement.

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          7. No authorization, approval or other action by, and no notice to, consent of, order of or filing with, any United States Federal or New York State governmental authority is required to be made or obtained by Jones Jeanswear in connection with the execution, delivery and performance by Jones Jeanswear of the Transaction Documents, other than (i) those that have been made or obtained and are in full force and effect or as to which the failure to be made or obtained or to be in full force and effect should not result, individually or in the aggregate, in a material adverse effect on Jones and its Subsidiaries, taken as a whole, (ii) such registrations, filings and approvals under Federal or state laws as may be necessary in connection with the exercise of remedies or sale of Collateral or the granting of additional security interests or guarantees pursuant to the Transaction Documents, (iii) such registrations, filings or approvals that are required in order to perfect or record security interests granted under the Transaction Documents and (iv) such registrations, filings and approvals that may be required because of the legal or regulatory status of any Lender or because of any other facts specifically pertaining to any Lender.

          8. Assuming that the Borrowers comply with the provisions of the Credit Agreement relating to the use of proceeds of the Loans, the making of the Loans under the Credit Agreement on the date hereof does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.

          9. Based solely on the Officer’s Certificate, none of the U.S. Loan Parties is required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

          10. Our opinions expressed in paragraphs 3, 4, 5 and 6 are further qualified as follows:

          (a) we express no opinion as to (i) rights in or title to the Collateral held by any Loan Party or (ii) the completeness or accuracy of the description in such documents of any Collateral;

          (b) we express no opinion as to the creation or perfection of any security interests (i) in any item of Collateral other than the Pledged Certificates, the Pledged Instruments, and (as to creation and, solely with respect to the UCC Filing Collateral described in the New York Financing Statement, perfection) the Specified UCC Collateral, (ii) in any item of Collateral that is expressly excluded from the application of the New York UCC pursuant to Section 9-109 thereof or (iii) in any item of Collateral that is subject to (x) a statute or treaty of the United States that provides for a national or international registration or a national or international certificate of title for the perfection of a security interest therein or that specifies a place of filing different from that specified in the New York UCC for filing to perfect such security interest or (y) a certificate of title statute;

          (c) the security interests in proceeds of the Specified UCC Collateral and the perfection and continuation of perfection of the security interests in proceeds

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of the Specified UCC Collateral are limited to the extent set forth in Section 9-315 of the New York UCC;

     (d) in the case of property that becomes Collateral after the date hereof, Section 552 of Title 11 of the United States Code (the “Bankruptcy Code”) limits the extent to which property acquired by a debtor after the commencement of a case under the Bankruptcy Code may be subject to a security interest arising from a security agreement entered into by the debtor before the commencement of such case;

     (e) we express no opinion as to the validity or enforceability of any security interest in goods (as defined in the New York UCC) that have been bought by a buyer in the ordinary course of business (as defined in Section 1-201 of the New York UCC);

     (f) we express no opinion as to perfection of any security interest in “deposit accounts”, “letter of credit rights” or any “equipment” that is a “fixture”;

     (g) we express no opinion regarding any copyrights, patents, trademarks, service marks or other intellectual property, the proceeds thereof, or money due with respect to the lease, license or use thereof except to the extent Article 9 of the New York UCC may be applicable to the foregoing, and we express no opinion as to the effect of any Federal laws relating to copyrights, patents, trademarks, service marks or other intellectual property on the opinions expressed herein;

     (h) we express no opinion as to security interests in any item of Collateral subject to any restriction on or prohibition against assignment or transfer contained in or otherwise applicable to such item of Collateral or any contract, agreement, license, permit, security, instrument or document constituting, evidencing or relating to such item, except to the extent that any such restriction or prohibition is rendered ineffective pursuant to any of Sections 9-406 through 9-409, inclusive, of the New York UCC. We note that even though the New York UCC may render such a restriction or prohibition ineffective for purposes of creation or perfection of a security interest, nonetheless, in many cases, such a security interest may represent only limited rights in the related items of Collateral and be subject to various restrictions (including restrictions on rights of use, assignment and enforcement);

     (i) we express no opinion as to any Collateral constituting claims against any government or governmental agency, including any Collateral that is subject to the Federal Assignment of Claims Act;

     (j) we note that certain issuers of the Pledged Certificates are organized under the laws of jurisdictions outside the United States of America, and, accordingly, it may be necessary to comply with the laws of such jurisdictions properly to create, perfect, maintain, enforce or preserve the priority of a security

7

interest in any such Pledged Certificates and we express no opinion with respect to whether or to what extent the New York UCC would govern the creation, perfection or priority of a security interest in any such Pledged Certificates or the effect, if any, of the laws of such jurisdictions on the rights of a secured party in such Pledged Certificates;

     (k) we express no opinion as to the priority of any security interest created under the Transaction Documents; and

     (l) we have assumed that each item of Pledged Instruments consisting of instruments (as defined in Section 9-102(a)(47) of the New York UCC) is represented by only one original document.

          We express no opinion herein as to any provision in any Transaction Document that (a) relates to the subject matter jurisdiction of any Federal court of the United States of America, or any Federal appellate court, to adjudicate any controversy related to the Transaction Documents (such as the provision found in Section 9.09 of the Credit Agreement), (b) contains a waiver of an inconvenient forum (such as the provision found in Section 9.09 of the Credit Agreement), (c) relates to a right of setoff in respect of purchases of interests in loans (such as the provision found in Section 2.18 of the Credit Agreement) or with respect to parties that may not hold mutual debts (such as the provision found in Section 9.08 of the Credit Agreement), (d) provides for liquidated damages, (e) relates to the waiver of rights to jury trial (such as the provision found in Section 9.10 of the Credit Agreement), (f) relates to governing law to the extent that it purports to affect the choice of law governing perfection and the effect of perfection and non-perfection of security interests or (g) relates to any arrangement or similar fee payable to any arranger (including the Joint Lead Arrangers and the Administrative Agent) of the commitments or loans under the Credit Agreement or any fee not set forth in the Transaction Documents. We also express no opinion as to (i) the enforceability of the provisions of any Transaction Document to the extent that such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived, (ii) whether a state court outside the State of New York, a Federal court of the United States or a court in a jurisdiction outside the United States would give effect to the choice of New York law provided for in the Transaction Documents, (iii) with respect to any Loan Party organized under the laws of the State of Delaware, the effect of any provision in the certificate of incorporation of such Loan Party of the type permitted by Section 102(b)(2) of the General Corporation Law of the State of Delaware or (iv) compliance with, or the application or effect of, Federal or state securities laws or regulations (except to the extent set forth in paragraph 8) to which any Loan Party or any of their subsidiaries is subject or the necessity of any authorization, approval or action by, or any notice to, consent of, order of, or filing with, any governmental authority, pursuant to any such laws or regulations. We note that (x) a New York statute provides that with respect to a foreign currency obligation, a court of the State of New York will render a judgment or decree in such foreign currency and such judgment or decree will be converted into currency of the United States at the rate of exchange prevailing on the date of entry of such judgment or decree and (y) with respect to a foreign currency obligation, a United

8

States Federal court in New York may award judgment in Dollars, and we express no opinion as to the rate of exchange such court would apply.

          We understand that you are satisfying yourselves as to the status under Section 548 of the Bankruptcy Code and applicable state fraudulent conveyance laws, of the obligations of the U.S. Loan Parties under the Transaction Documents and we express no opinion thereon.

          We are admitted to practice only in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America.

          This opinion is rendered only to the Administrative Agent, the Joint Collateral Agents, the Syndication Agent, the Documentation Agents and the Lenders and their permitted assigns under the Credit Agreement and is solely for their benefit in connection with the transactions evidenced by the Transaction Documents. We are opining as to the matters herein only as of the date hereof, and, while you are authorized to deliver copies of this opinion to such permitted assigns and they are permitted to rely on this opinion, the rights to do so do not imply any obligation on our part to update this opinion. This opinion may not be relied upon by any other person or for any other purpose, or used, circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

/s/ CRAVATH, SWAINE & MOORE LLP

Cravath, Swaine & Moore LLP

JPMorgan Chase Bank, N.A., as Administrative Agent,
JPMorgan Chase Bank, N.A. and General Electric Capital Corporation, as Joint
Collateral Agents,
Citibank, N.A., as Syndication Agent,
Bank of America, N.A., Wachovia Bank, National Association and SunTrust Bank, as
Documentation Agents and
Each of the Lenders referred to above
     In care of JPMorgan Chase Bank, N.A.,
     as Administrative Agent
           270 Park Avenue
                 New York, NY 10017

Exhibit 1

[Financing Statement Attached]

Exhibit 2

[Form of Officer’s Certificate Attached]

EXHIBIT C

FORM OF BORROWING BASE CERTIFICATE

	JONES APPAREL — BORROWING BASE REPORT
Obligor Number:		Rpt #
Loan Number:		Date	Initial calculation as of April 18,2009
		Period Covered:                      to

COLLATERAL CATEGORY
Description	USA		Canada		Consolidated
1 CC AR Availability (CC AR worksheet — cell F16)		—
2 Domestic AR Availability (AR worksheet — cell 137)		—
3 Foreign A/R Availability (AR worksheet — cell 140)		—
4 Sub-Limit		5,000,000
5 Effective Foreign AR Availability (the lesser of lines 3 or 4)		—
6 Domestic Licensee AR Availability (Licensee AR worksheet — cell D22)		—
7 Sub-Limit		10,000,000
8 Effective Domestic Licensee AR Availability (the lesser of lines 6 or 7)		—
9 Foreign Licensee AR Availability (Licensee AR worksheet — cell D42)		—
10 Sub-Limit		5,000,000
11 Effective Foreign Licensee AR Availability (the lesser of lines 9 or 10)		—
12 GRI AR Availability (GRI AR worksheet — cell G16)		—
13 Sub-Limit		15,000,000
14 Effective GRI AR Availability (the lesser of lines 12 or 13)		—
15 Gross Inventory (INV worksheet — cell J13)		—
16 In-Transit Inventory and other (INV worksheet — cells J14 and J15)		—
17 Total Inventory Collateral (INV worksheet — cell J16)		—
18 Total Inventory Ineligibles (INV worksheet — cell J36)		—
19 Total Eligible INV (INV worksheet — cell J37)		—
20 Effective Advance Rate (INV worksheet — cell J40)		—
21 Inventory Availability (INV worksheet — cell J44)		—
22 Total US Collateral Availability		—
23 Reserves — Gift Cards at 50%
24 Reserves — Rewards Pass at 50%
25 Reserves — Merchandise Credits at 100%
26 Reserves — Rent (2 months in PA, WV, WA)
27 Reserves — Citi Open Account Reserve
28 Net US Collateral Availability		—
29 Canadian CC AR Availability (Canada CC AR worksheet — cell D16)
30 Canadian AR Availability (Canada worksheet — cell C37)
31 Canadian Inventory Availability (Canada worksheet — cell E43)
32 Total Reserves (Canada worksheet — cell___)
33 Total Canadian Availability
34 Total US and Canadian Availability
35 Revolver Line		650,000,000		25,000,000		650,000,000
36 Maximum Borrowing Limit (lesser of lines 28 or 29)		—		—		—
37 Suppressed Availability		—		—		—
LOAN STATUS
38 Previous Loan Balance (Previous Report Line 41)		—		—		—
39 Less: A. Net Collections		—		—		—
B. Adjustments/Other_____		—		—		—
40 Add: A. Request for Funds		—		—		—
B. Adjustments/Other_____		—		—		—
41 New Loan Balance				—		—
42 Letters of Credit/Bankers Acceptance Outstanding				—		—
43 Availability		—		—		—
44 Canadian US Borrowing Base Utilization		—		—
45 Net Availability		—		—

Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement (“Agreement”) among JPMorgan Chase Bank, N.A. (“Chase”), Jones Apparel Group, Inc. (the “Borrower Representative”) and the other Loan Parties, Borrower Representative is executing and delivering to Chase this Collateral Report accompanied by supporting data (collectively referred to as the “Report”). Borrower Representative, on behalf of the Borrowers, represents and warrants to Chase that this Report is true and correct, and is based on information contained in Borrower’s own financial accounting records. Borrower Representative, on behalf of the Borrowers, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement, and further certifies that on this ____ day of _____, 20___, that the Borrowers are in compliance with said Agreement.

BORROWER NAME:

Credit Cards Accounts Receivable
Eligibility Calculation

	JRC			Total
Gross Credit Card AR
Ineligibles:
Return Reserve
Other		—			—
Total Ineligibles:		—			—
Eligible Credit Card AR		—			—
Advance Rate		90	%		90	%
Credit Card AR Availability	$	—		$	—

Accounts Receivable
Eligibility Calculation

	Nine West			Victoria			JAG			JJG			Adjustment			Total
Roll-Forward:
1 Beginning Balance, $
2 Additions to Collateral (Gross Sales)		—			—			—			—			—			—
3 Other Additions (if any — specify)		—			—			—			—			—			—
4 Deductions to Collateral (Cash Received)		—			—			—			—			—			—
5 Deductions to Collateral (Discounts, other)		—						—			—			—			—
6 Deductions to Collateral (Credit Memos, all)		—			—			—			—			—			—
7 Other non-cash credits to A/R		—			—			—			—			—			—
8 Total Ending Collateral Balance		—			—			—			—			—			—
Ineligibles:
9 Less Ineligible - 90 days past invoice date																	—
10 Add back: 90-120 for specified customers <$30 million																	—
11 Less Ineligible — Credits in Past Due																	—
12 Less Ineligible — Cross-age (50%)																	—
13 Less Ineligible — Foreign																	—
14 Less Ineligible — GRI																	—
15 Less Ineligible — Government AR > $7.5 million																	—
16 Less Ineligible — Co-Op Advertising																	—
17 Less Ineligible — Returns																	—
18 Less Ineligible — Markdown/Allowance/Discount Reserve																	—
19 Less Ineligible — Employee/Officers/Sales Reps																	—
20 Less Ineligible — Intercompany/Affiliates																	—
21 Less Ineligible — Chargebacks																	—
22 Less Ineligible — Bankrupt Customers																	—
23 Less Ineligible — Unapplied Cash																	—
24 Less Ineligible — FOB terms shipments																	—
25 Less Ineligible — Customer concentration																	—
26 Less Ineligible — Kohls AR																	—
27 Total Ineligibles — Accounts Receivable		—			—			—			—			—			—
28 Total Eligible Domestic Accounts Receivable		—			—			—			—			—			—
29 Advance Rate		85	%		85	%		85	%		85	%		85	%		85	%
30 Domestic Accounts Receivable Availability		—			—			—			—			—			—
31 Foreign Accounts Receivable — allowed countries					—			—			—			—			—
32 Advance Rate		35	%		35	%		35	%		35	%		35	%		35	%
33. Foreign Accounts Receivable Availability		—			—			—			—			—			—

Licensee Accounts Receivable
Eligibility Calculation

Domestic

Total, excluding GRI
Ineligibles:
Foreign (excluding Canada and GRI)
Unearned
Over 90 days past invoice date
owed by JRC
Total Ineligibles		—
Eligible Domestic Licensee A/R		—
Advance Rate		80	%
Available Domestic Licensee A/R	$	—
Foreign Licensee AR
Industrius Piagui — Spain
Licensee B (country)		—
Licensee C (country)		—
Licensee D (country)		—
Total		—
Ineligibles:		—
X		—
Y		—
Z		—
Total Ineligibles:		—
Eligible Foreign Licensee A/R		—
Advance Rate		35	%
Available Foreign Licensee A/R	$	—

GRI Accounts Receivable (Other than GRI Licensee AR)
Eligibility Calculation

	JAG			JJG			NW			Victoria			Licensing			Total
Gross GRI AR																$	—
Ineligibles:
Past Due (90 days past invoice date)																	—
Past Due (60 days past due date for licensing only)																	—
Total Ineligibles		—			—			—			—			—			—
Eligible GRI AIR		—			—			—			—			—			—
Advance Rate		35	%		35	%		35	%		35	%		35	%		35	%
Available GRI A/R	$	—		$	—		$	—		$	—		$	—		$	—

Inventory
Eligibility Calculation

	Wholesale Inventory
	Nine West			Victoria			JAG			JJG			Total WS		Retail US			Total
Roll-Forward:
Beginning Balance, $														—					—
Additions to Collateral (Gross Purchases)		—			—			—			—			—		—			—
Other Additions (if any — specify)		—			—			—			—			—		—			—
Deductions to Collateral		—			—			—			—			—					—
Deductions to Collateral					—			—			—			—		—			—
Deductions to Collateral		—			—			—			—			—		—			—
Other non-cash credits		—			—			—			—			—					—
Total Ending Inventory Balance		—			—			—			—			—		—			—
Add: In-Transit Inventory (Balance Sheet Amount)																—			—
Other (if any) — FOB destination inventory		—			—			—			—			—		—			—
Total lnventory:		—			—			—			—			—		—			—
Ineligibles:
Less Ineligible — RM														—		—			—
Less Ineligible — WIP														—		—			—
Less Ineligible — Supplies														—		—			—
Less Ineligible — International drop ships														—		—			—
Less Ineligible — Jobber inventory-waitinq for inspection														—		—			—
Less Ineligible — Overhead														—		—			—
Less Ineligible — Intercompany elimination														—					—
Less Ineligible — In-transit reserves														—					—
Less Ineligible — DamaQes reserve														—					—
Less Ineligible — Shrinkage reserve														—					—
Less Ineligible — Finished goods reserve														—					—
Less Ineligible — Favorable variance														—					—
Less Ineligible — Duty variance														—					—
Less Ineligible — Freight & handling variance														—					—
Less Ineligible — Packaways														—
Less Ineligible — FOB destination > $2 million														—		—			—
Less Ineligible — Discontinued divisions														—		—			—
Less Ineligible — Licensed products														—		—			—
Total Ineligibles Inventory		—			—			—			—			—		—
Total Eligible Inventory		—			—			—			—			—		—
NOLV (from the latest available appraisal)		70.1	%		61.1	%		75.9	%		71.9	%				84.7	%
Advance Rate		85.0	%		85.0	%		85.0	%		85.0	%				85.0	%
Effective Advance Rate — NOLV		59.6	%		51.9	%		64.5	%		61.1	%	#DIV/0!			72.0	%	#DIV/0!
Alternate advance rate		75.0	%		75.0	%		75.0	%		75.0	%				75.0	%
Use lesser of Effective or alternative rate		59.6	%		51.9	%		64.5	%		61.1	%				72.0	%
Inventory Availability		—			—			—			—			—		—

Accounts Receivable
Eligibility Calculation
Macy’s and Wal-Mart Concentration CAP

	Nine West		Victoria		JAG		JJG		Total
Eligible Trade AR before concentration calculation										—
Macy’s Customers Gross:										—
Macy’s Midwest (SAP customer #10000421)										—
Macy’s Central (SAP customer #10000467)										—
Macy’s Northwest (SAP customer #10000468)										—
Macy’s Florida (SAP customer #10000469)										—
Macy’s East (SAP Customer #10000470)										—
Macy’s West (SAP customer #10000476)										—
Macy’s North (SAP customer #10000882)										—
Macy’s South										—
Bloomingdales (SAP customer #10000912)										—
Macy’s. Com (SAP Customer #10000926)										—
Bloomingdales by mail (SAP customer #10001172)										—
Total Macy’s Gross AR		—		—		—		—		—
Macy’s Ineligible Adjustments:										—
90 days past invoice date										—
Chargebacks < 90 days										—
Parked documents *										—
Return Chargebacks *										—
Discount Chargebacks *										—
MD Allowance Chargebacks *										—
Co-op Allowance Chargebacks *										—

	Nine West		Victoria		JAG		JJG		Total
Total Net chargebacks		—		—		—		—		—
Discount Reserve										—
Returns Reserve										—
Allowances Reserve										—
Co-op Reserve										—
Total Macy’s Ineligible Adjustments		—		—		—		—		—
Total Macy’s AR subject to concentration CAP		—		—		—		—		—
CAP %										30	%
CAP Amount										—
Ineligible Amount										—
Wal-Mart Customers:
Wal-Mart USA (SAP customer #10000048)										—
Wal-Mart Canada (SAP customer #10000308)										—
Sam’s Club (SAP customer #10000491)										—
Total Wal-Mart Customers		—		—		—		—		—
CAP %										30	%
CAP Amount										—
Ineligible Amount										—
Combined Macy’s/Wal-Mart										—
Percentage of total									#DIV/0!
50% limit of total eligible A/R										—
Amount over limit										—
Greater of amount over 50% or totals from above										—

* — Chargebacks were added back to increase the eligible AR on the original Eligibility calculation. They need to be reduced on the concentration calculation.

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

EXHIBIT D

COMPLIANCE CERTIFICATE

To: The Lenders parties to the
        Credit Agreement Described Below

     This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of May 13, 2009 (as amended, modified, renewed or extended from time to time, the “Credit Agreement”) among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Jones Retail Corporation, Nine West Footwear Corporation, Energie Knitwear, Inc., Jones Investment Co. Inc., Jones Jeanswear Group, Inc., L.E.I. Group, Inc., Nine West Development Corporation Victoria + Co Ltd and Jones Apparel Group Canada, LP (the “Borrowers”), the other Loan Parties, the Lender Parties party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT:

     1. I am the duly elected                                          of the Borrower Representative;

     2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered by the attached financial statements [and such financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes]⁵; and

     3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement; and

     4. I hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office, (iii) principal place of business, (iv) the type of entity it is or (v) its state of incorporation or organization during or at the end of the accounting period covered by the attached financial statements without having given the Agent the notice required by Section 4.15 of the Security Agreement; and

     5. [Schedule I attached hereto sets forth financial data and computations of the Fixed Charge Coverage Ratio [demonstrating compliance with the requirements of Section 6.12 of the

⁵ To be added only if this certificate is being delivered with the quarterly or monthly financial statements (pursuant to Sections 5.01(b) and 5.01(c) of the Credit Agreement).

Exhibit D

1

Credit Agreement]⁶, all of which data and computations are true, complete and correct as of the date of this certificate.]⁷

     6. Schedule II attached hereto sets forth the computation of the Average Availability.

     Described below are the exceptions, if any, to paragraph 3 by listing, in detail, in the case of clause (i) thereto, the nature of the condition or event, the period during which it has existed and the action which the Borrowers have taken, are taking, or propose to take with respect to each such condition or event or in the case of clause (ii) thereto, the change in GAAP or the application thereof and the effect of such change on the attached financial statements:

     The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ___ day of                     , ___.

JONES APPAREL GROUP, INC., as Borrower Representative
By8:
	Name:
	Title:

6	To be added only if this certificate is being delivered during any Level 1 Minimum Availability Period.
7	To be added only if this certificate is being delivered with the monthly financial statements (pursuant to Section 5.01(c) of the Credit Agreement.)
8	To be executed by the chief financial officer, principal accounting officer, treasurer or controller of Jones Apparel Group, Inc.

Exhibit D

2

SCHEDULE I

Calculation as of                     , _____
of the Fixed Charge Coverage Ratio

Schedule I

SCHEDULE II

Calculation as of                     , ____
of the Average Availability

Schedule II

EXHIBIT E

JOINDER AGREEMENT

EXHIBIT E

JOINDER AGREEMENT

     THIS JOINDER AGREEMENT (this “Agreement”), dated as of                     , ___, 200_, is entered into between                                                              , a                                          (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of May 13, 2009 among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Jones Retail Corporation, Nine West Footwear Corporation, Energie Knitwear, Inc., Jones Investment Co. Inc., Jones Jeanswear Group, Inc., L.E.I. Group, Inc., Nine West Development Corporation, Victoria + Co Ltd and Jones Apparel Group Canada, LP (the “Borrowers”), the other Loan Parties party thereto, the Administrative Agent and the other Lender Parties party thereto (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

     The New Subsidiary and the Administrative Agent, for the benefit of the Lender Parties, hereby agree as follows:

     1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary represents and warrants that all representations and warranties made by the Loan Parties under Article III of the Credit Agreement, as such representations and warranties relate to the New Subsidiary, are true and correct as of the date hereof to the same extent as though made as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date. The New Subsidiary hereby agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement as of the date hereof, including without limitation (a) all of the covenants set forth in Articles V and VI of the Credit Agreement (applicable to it as a Loan Guarantor and Loan Party thereunder and (b) all of the guaranty obligations set forth in Article X of the Credit Agreement.

     2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.

     3. The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:

     4. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

     5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, but all of which when taken together shall constitute one and the same instrument.

     6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lender Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

[NEW SUBSIDIARY]
By:
	Name:
	Title:
Acknowledged and accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
	Name:
	Title:

EXHIBIT F

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

EXHIBIT F

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

          Reference is made to the Credit Agreement dated as of May 13, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., a Delaware corporation, JONES RETAIL CORPORATION, a New Jersey corporation, NINE WEST FOOTWEAR CORPORATION, a Delaware corporation, ENERGIE KNITWEAR, INC., a Delaware corporation, JONES INVESTMENT CO. INC., a Delaware corporation, JONES JEANSWEAR GROUP, INC., a New York corporation, L.E.I. GROUP, INC., a Delaware corporation, NINE WEST DEVELOPMENT CORPORATION, a Delaware corporation, and VICTORIA + CO LTD., a Rhode Island corporation, as Borrowers, the other Loan Parties party thereto, the Lenders party thereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement. [Name of Non-U.S. Person] (the “Lender”) is providing this certificate pursuant to Section 2. 17(f)(ii)(D) of the Credit Agreement. The Lender hereby represents and warrants that:

     1. The Lender is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate.

     2. The Lender is not a “bank” for purposes of Section 881 (c)(3)(A) of the Code. In this regard, the Lender further represents and warrants that:

     (a) the Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction;

     (b) the Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements;

     (c) the Lender is acquiring an interest in a Loan for its own account, and the Lender will not hold such interest, directly or indirectly, for or on behalf of, or as nominee for, any bank. Further, the Lender is not a “conduit entity” within the meaning of U.S. Treasury Regulations Section 1.881-3 and agrees that it will promptly notify the Borrowers and the Administrative Agent if the Lender becomes a “conduit entity” with respect to any Loans owned by it within the meaning of such regulations or any successor thereto or other regulations promulgated under Section 7701(1) of the Code; and

     (d) the Lender is not using funds to acquire an interest in any Loan that were borrowed from a bank on a limited recourse or other basis, the effect of

which is to shift the economic benefits or burdens of ownership of an interest in such Loan to such bank.

     3. The Lender meets all of the requirements under Code Section 871 (h) or 881 (c) to be eligible for a complete exemption from withholding of United States withholding tax on interest payments made to it under the Credit Agreement, including, without limitation, that it is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of any of the Borrowers and is not a controlled foreign corporation related to any of the Borrowers (within the meaning of Section 864(d)(4) of the Code). In addition, the Lender represents and warrants that it has not taken, and will not take, any action that would cause any Loan held by it at any time during the term of the Credit Agreement to fail to be in registered form within the meaning of U.S. Treasury Regulations Section 5f.l03-1(c) or any successor regulations.

     IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

[Name of Non-U.S. Person]
By:
	Name:
	Title:

Date:                                         

EXHIBIT G

FORM OF BORROWING REQUEST

EXHIBIT G

JONES APPAREL GROUP, INC.

Form of Borrowing Request                                                                                                                             Date:

[If U.S. Borrowing, to the Administrative Agent:]
JPMorgan Chase Bank, N.A.
270 Park Avenue, 44th Floor
NY1-K855
New York, NY 10017
Attention: Jones Apparel Account Officer
Facsimile No: (646) 534-2270

OR

[If Canadian Borrowing, to the Canadian Administrative Agent:]
JPMorgan Chase Bank, N.A., Toronto Branch
200 Bay Street
Royal Bank Plaza, Floor 18
Toronto M57 2J2 Canada
Attention: Dan Howat
Telecopy: (416) 981-2375

Ladies and Gentlemen:

This Borrowing Request is furnished pursuant to Section 2.03 of that certain Credit Agreement dated as of May 13, 2009 (as amended, modified, renewed or extended from time to time, the “Agreement”) among Jones Apparel Group, Inc., a Pennsylvania corporation (“Jones Apparel Group”), Jones Apparel Group Holdings, Inc., a Delaware corporation, Jones Apparel Group, USA, Inc., a Delaware corporation, Jones Retail Corporation, a New Jersey corporation, Nine West Footwear Corporation, a Delaware corporation, Energie Knitwear, Inc., a Delaware corporation, Jones Investment Co. Inc., a Delaware corporation, Jones Jeanswear Group, Inc., a New York corporation, L.E.I. Group, Inc., a Delaware corporation, Nine West Development Corporation, a Delaware corporation, Victoria + Co Ltd., a Rhode Island corporation, and Jones Apparel Group Canada, L.P., an Ontario limited partnership (each a “Borrower”), the other Loan Parties party thereto, the Lender Parties party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent for the Lender Parties. Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement.

Jones Apparel Group in its capacity as Borrower Representative represents that, as of this date, the conditions precedent set forth in Section 4.02 of the Credit Agreement are satisfied.

The Borrower Representative hereby notifies the Administrative Agent (or, in the case of a Canadian Borrowing, the Canadian Administrative Agent) of its request of the following Borrowing:

(1)	The Borrowing shall be to the credit of the following Borrower: __________.
(2)	Aggregate amount of the Borrowing: [Cdn.]$ _____; to be wired in the following amounts to the following accounts:

[Cdn.]$ _________ to account no. ____________;

Exhibit G

1

[Cdn.]$	_________	to account no.	__________________;
[Cdn.]$	_________	to account no.	__________________; and
[Cdn.]$	_________	to account no.	__________________.

(3)	Borrowing date of the Borrowing (must be a Business Day): __________
(4)	The Borrowing shall be a o ABR Borrowing or o Eurodollar Borrowing or o (only for Canadian Borrowings) o BA Drawing or o Canadian Prime Rate Borrowing.
(5)	If a Eurodollar Borrowing, the duration of Interest Period:

o One Month	o Three Months
o Two Months	o Six Months

(6) If a BA Drawing, the requested duration of the initial Contract Period:

Approximately o 30 days o 60 days o 90 days

JONES APPAREL GROUP, INC., as Borrower Representative
By:
	Name:
	Title:

Do not write below, For bank purposes only

_Customer’s signature(s) verified	_Call back performed
Holds	By:
_CFC Used	Phone Number:
_Hold Placed/Pre-Approved	Spoke to:
_Same-day Credit/Pre-Approved	Date
	Time:
RECEIVED BY (Print Name/Phone (Request Only)) INITIALS	PROCESSED BY (Print name)      INITIALS
AUTHORIZED APPROVAL (Print Name)	AUTHORIZED SIGNATURE
AUTHORIZED APPROVAL (Print Name)	AUTHORIZED SIGNATURE

Exhibit G

2

EXHIBIT H

FORM OF DISCOUNT NOTE

EXHIBIT H

FORM OF DISCOUNT NOTE

Cdn$ _______________                                                                                                                Date: _______________

FOR VALUE RECEIVED, the undersigned unconditionally promises to pay on _________, 20____, to or to the order of JPMorgan Chase Bank, N.A. (the “Holder”), the sum of Cdn$_____ with no interest thereon.

     The undersigned hereby waives presentment, protest and notice of every kind and waives any defences based upon indulgences which may be granted by the Holder to any party liable hereon and any days of grace.

     This promissory note evidences a BA Equivalent Loan, as defined in the Credit Agreement dated as of May 13, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Jones Apparel Group Canada, LP, as Canadian Borrower, the other Loan Parties from time to time party thereto, the Lenders party thereto and the Agents party thereto, and constitutes indebtedness to the Holder arising under the BA Equivalent Loan. Payment of this note shall be made at the offices of the Administrative Agent at 270 Park Avenue, 44^th Floor, New York, NY, 10017. Capitalized terms used and not defined herein have the meanings given to them in the Credit Agreement.

JONES APPAREL GROUP CANADA, LP by its general partner JONES CANADA, INC.
By:
	Name:
	Title:

EX-10.2

Exhibit 10.2

AMENDMENT NO. 3 TO THE
AMENDED AND RESTATED
FIVE-YEAR CREDIT AGREEMENT

Dated as of January 5, 2009

          AMENDMENT NO. 3 TO THE AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT by and among Jones Apparel Group USA, Inc. (formerly known as Kasper, Ltd.), a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the banks, financial institutions and other institutional lenders parties to the 2005 Credit Agreement referred to below (collectively, the “Lenders”) and Wachovia Bank, National Association, as agent (the “Administrative Agent”) for the Lenders.

          PRELIMINARY STATEMENTS:

          (1) The Borrower’s predecessor in interest Jones Apparel Group USA, Inc., a Pennsylvania corporation (“Old Jones USA”), the Additional Obligors, the Lenders, the Administrative Agent and other parties thereto had entered into an Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, as amended by Amendment No. 1 dated as of July 27, 2007, and as further amended and restated by Amendment No. 2 dated as of June 6, 2008 (as amended and restated, the “2005 Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the 2005 Credit Agreement.

          (2) Old Jones USA merged into the Borrower as of January 1, 2007.

          (3) The Borrower has requested changes and modifications to the 2005 Credit Agreement as hereinafter set forth; the Required Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrower; and the Borrower and the Required Lenders have agreed to further amend the 2005 Credit Agreement as hereinafter set forth.

          (4) Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004, as amended and restated as of June 6, 2008 (the “2004 Credit Agreement”), by and among the Borrower, the additional obligors referred to therein, Wachovia Bank, National Association, as administrative agent (the “2004 Administrative Agent”) and the Lenders and Agents party thereto.

          SECTION 1. Amendments to 2005 Credit Agreement. The 2005 Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended in its entirety to read in full as set forth in Annex A hereto.

          SECTION 2. Execution and Delivery; Termination of 2004 Credit Agreement. This Amendment shall become a legally binding document subject to the conditions of effectiveness listed in Section 3 on the first date (the “Execution Date”) when (a) the Borrower and the Additional Obligors shall have executed and delivered to the Administrative Agent counterparts to this Amendment and (b) the Borrower shall have received executed counterparts to this Amendment from the Administrative Agent and the Required Lenders. Notwithstanding the conditions of effectiveness set forth in Section 3, on the Business Day immediately following the Execution Date, the Borrower will provide notice to the 2004 Administrative Agent (the “Termination Notice”) pursuant to Section 2.5 of the 2004 Credit

Agreement to permanently terminate the entire Revolving Credit Commitment (as defined under the 2004 Credit Agreement) (the “2004 Facility Termination”). Such notice will specify the earliest effective date for the 2004 Facility Termination after the date of such notice that is permitted by the terms of the 2004 Credit Agreement, after giving effect to the waiver referred to in the next following sentence (to the extent effective under the 2004 Credit Agreement). If the Lenders party to this Amendment constitute the “Required Lenders” under the 2004 Credit Agreement, such Lenders waive their right under Section 2.5 of the 2004 Credit Agreement to receive written notice five business days’ prior to the termination of the Revolving Credit Commitment, to the extent necessary to permit the 2004 Facility Termination to occur on or prior to December 31, 2008.

          SECTION 3. Conditions of Effectiveness. This Amendment is subject to the provisions of Section 14.11 of the 2005 Credit Agreement. Section 1 of this Agreement shall become effective as of the date first above written (the “Amendment Effective Date”) when and only when, on or before January 9, 2009, the Administrative Agent shall have received:

          (a) Notice from the administrative agent under the 2004 Credit Agreement that all commitments thereunder have been terminated and that all amounts payable or accrued under such credit agreement have been paid in full.

          (b) A security agreement in substantially the form of Annex B hereto (the “Security Agreement”), duly executed by each Credit Party and each Subsidiary listed on Schedule I hereto (collectively with the Credit Parties, the “Granting Parties”), together with:

          (i) acknowledgment copies or stamped receipt copies of financing statements, duly filed on or before the Amendment Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably request in order to perfect and protect the liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement,

          (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Collateral Grantors in the jurisdictions contemplated by clause (i) above and copies of the financing statements (or similar documents) disclosed by such search.

          (c) A Canadian security agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed by Jones Apparel Group Canada, LP, together with evidence of such filings and other actions required under the laws of the applicable jurisdiction that the Administrative Agent may reasonably request in order to perfect the liens and security interests created thereunder.

          (d) A certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in the 2005 Credit Agreement are true, correct and complete in all material respects with the same effect as if made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); that the Borrower is not in violation of any of the covenants contained in the 2005 Credit Agreement, as amended hereby; that, after giving effect to the transactions contemplated by this Amendment, no Default or Event of Default has occurred and is continuing; and that each of the conditions to the effectiveness of this Amendment has

Amendment No. 3 to the
Amended and Restated Credit Agreement

2

been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

          (e) A certificate of the secretary, assistant secretary or general counsel of the Borrower, each Additional Obligor and each other Grantor (as defined in the Security Agreement) certifying as to the incumbency and genuineness of the signature of each officer of such Person executing this Amendment or each other Loan Document to which it is a party and certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing, in the case of the Borrower, the borrowings contemplated under the 2005 Credit Agreement, as amended hereby, and in the case of each such Person, the execution, delivery and performance of this Amendment or the Loan Documents to which it is to be a party.

          (f) Favorable opinions of Ira M. Dansky, General Counsel to the Borrower, Cravath, Swaine & Moore LLP, special counsel to the Borrower, Schnader Harrison Segal & Lewis LLP, Pennsylvania counsel to the Borrower, and Drinker Biddle & Reath LLP, New Jersey counsel to the Borrower, Cassels Brock & Blackwell, Canadian counsel to the Borrower, and such other opinions as may be agreed, addressed to the Administrative Agent and the Lenders with respect to the Borrower, the Loan Documents and such other matters as the Lenders shall reasonably request.

          (g) The Borrower shall have paid all accrued fees and expenses of the Joint Lead Arrangers and Joint Bookrunners and the Administrative Agent (including the accrued fees and expenses of counsel to the Joint Lead Arrangers and Joint Bookrunners) and the amendment fees payable to the Lenders for which invoices have been received.

          SECTION 4. Reference to and Effect on the 2005 Credit Agreement and the Notes. (a) On and after the Amendment Effective Date, each reference in the 2005 Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the 2005 Credit Agreement, and each reference in (i) the Notes and (ii) each of the other Loan Documents, to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the 2005 Credit Agreement, shall mean and be a reference to the 2005 Credit Agreement, as amended by this Amendment.

          (b) The 2005 Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

          (c) Changes in the Applicable Margin effected by this Amendment shall be effective for all periods (or portions thereof) on and after the Amendment Effective Date. Any interest, fees or other amounts accruing on the basis of the Applicable Margin during periods (or portions thereof) prior to the Amendment Effective Date will accrue on the basis of the Applicable Margin in effect for such periods prior to the Amendment Effective Date.

          (d) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the 2005 Credit Agreement, nor constitute a waiver of any provision of the 2005 Credit Agreement.

          SECTION 5. Costs, Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent and the Arrangers in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other

Amendment No. 3 to the
Amended and Restated Credit Agreement

3

instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and the Arrangers) in accordance with the terms of Section 14.2 of the 2005 Credit Agreement.

          SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic medium shall be effective as delivery of a manually executed counterpart of this Amendment.

          SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Amendment No. 3 to the
Amended and Restated Credit Agreement

4

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

JONES APPAREL GROUP USA, INC., as Borrower
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer
JONES APPAREL GROUP, INC., as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer and Senior Vice President, Corporate Taxation and Risk Management
JONES APPAREL GROUP HOLDINGS, INC., as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer
JONES RETAIL CORPORATION, as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Vice President & Treasurer
NINE WEST FOOTWEAR CORPORATION, as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer

Amendment No. 3 to the
Amended and Restated Credit Agreement

[Signature Page]

Agreed as of the date first above written: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Lender
By:	/s/ Susan T. Gallagher
	Name:	Susan T. Gallagher
	Title:	Director
JPMORGAN CHASE BANK, N.A., as Issuing Lender and Lender
By:	/s/ James A. Knight
	Name:	James A. Knight
	Title:	Vice President
CITIBANK, N.A., as Issuing Lender and Lender
By:	/s/ Carolyn Kee
	Name:	Carolyn Kee
	Title:	Vice President
BANK OF AMERICA, N.A., as Issuing Lender and Lender
By:	/s/ Thomas J. Kane
	Name:	Thomas J. Kane
	Title:	SVP
SUNTRUST BANK,
By:	/s/ Michael J. Vegh
	Name:	Michael J. Vegh
	Title:	Vice President
BARCLAYS BANK PLC, as Lender
By:	/s/ Alicia Borys
	Name:	Alicia Borys
	Title:	Assistant Vice President

Amendment No. 3 to the
Amended and Restated Credit Agreement

[Signature Page]

The Governor and Company of the Bank of Ireland as Lender
By:	/s/ Elaine Crowley
	Name:	Elaine Crowley
	Title:	Senior Manager

By:	/s/ Peter O’Connor
	Name:	Peter O’Connor
	Title:	Deputy Manager

Amendment No. 3 to the
Amended and Restated Credit Agreement

[Signature Page]

Agreed as of the date first above written:
THE ROYAL BANK OF SCOTLAND, PLC, as Lender
By:	/s/ Michaela Galluzzo
	Name:	Michaela Galluzzo
	Title:	Vice President
STANDARD CHARTERED BANK, as Lender
By:	/s/ Alan Babcock
	Name:	Alan Babcock
	Title:	Director
By:	/s/ Robert K. Reddington
	Name:	Robert K. Reddington
	Title:	AVP/Credit Documentation Credit Risk Control Standard Chartered Bank N.Y.
Bank of Taiwan, New York Agency, as Lender
By:	/s/ Thomas K.C. Wu
	Name:	Thomas K.C. Wu
	Title:	VP & General Manager
BANK OF TOKYO-MITUBISHI UFJ, NEW YORK BRANCH, as Lender
By:	/s/ Lillian Kim
	Name:	Lillian Kim
	Title:	Authorized Signatury

LAND BANK OF TAIWAN, as Lender
By:	/s/ Henry Leu
	Name:	Henry Leu
	Title:	General Manager
Bank of China New York Branch, as Lender
By:	/s/ XiaoJing Li
	Name:	XiaoJing Li
	Title:	General Manager
FIFTH THIRD BANK, as Lender
By:	/s/ Randolph J. Stierer
	Name:	Randolph J. Stierer
	Title:	Vice President
MIZUHO CORPORATE BANK, USA, as Lender
By:	/s/ Toru Inoue
	Name:	Toru Inoue
	Title:	Deputy General Manager
Sumitomo Mitsui Banking Corp., New York Branch, as Lender
By:	/s/ Natsuhiro Samejima
	Name:	Natsuhiro Samejima
	Title:	Senior Vice President

THE BANK OF NOVA SCOTIA as Lender
By:	/s/ Todd Meller
	Name:	Todd Meller
	Title:	Managing Director
US Bank, N.A., as Lender
By:	/s/ Frances W. Josephic
	Name:	Frances W. Josephic
	Title:	Vice President
Union Bank, N.A., as Lender
By:	/s/ Ching Lim
	Name:	Ching Lim
	Title:	Vice President
UNICREDIT SPA, as Lender
By:	/s/ Luca Bausem
	Name:	Luca Bausem
	Title:	SVP
By:	/s/ Curt Schade
	Name:	Curt Schade
	Title:	Managing director
BANK LEUMI USA, as Lender
By:	/s/ John Koenigsberg
	Name:	John Koenigsberg
	Title:	Senior Vice President
By:	/s/ Iris Steinhardt
	Name:	Iris Steinhardt
	Title:	Vice President
Chang Hwa Commercial Bank, Ltd., New York Branch, as Lender
By:	/s/ Jim C.Y. Chen
	Name:	Jim C.Y. Chen
	Title:	VP & General Manager
First Commercial Bank, New York Agency as Lender
By:	/s/ Malcolm Wang
	Name:	Malcolm Wang
	Title:	Deputy General Manager
Fortis Bank SA/NV, New York Branch, as Lender
By:	/s/ Douglas Riahi
	Name:	Douglas Riahi
	Title:	Managing Director
By:	/s/ K. De Lathouwer
	Name:	K. De Lathouwer
	Title:	Director

HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY, as Lender
By:	/s/ Henry Hsieh
	Name:	Henry Hsieh
	Title:	Assistant Vice President
TAIPEI FUBON COMMERCIAL BANK, NEW YORK AGENCY, as Lender
By:	/s/ Michael Tan
	Name:	Michael Tan
	Title:	VP & General Manager
E.Sun Commercial Bank, Ltd. Los Angles Branch, as Lender
By:	/s/ Benjamin Lin
	Name:	Benjamin Lin
	Title:	EVP & General Manager
The Norinchukin Bank, New York Branch, as Lender
By:	/s/ Noritsugu Sato
	Name:	Noritsugu Sato
	Title:	General Manager
The Bank of New York Mellon, as Lender
By:	/s/ David B. Wirl
	Name:	David B. Wirl
	Title:	Vice President
NATIONAL BANK OF EGYPT, New York Branch, as Lender
By:	/s/ Khaled El Ghorab
	Name:	Khaled El Ghorab
	Title:	Senior Vice President

Amendment No. 3 to the
Amended and Restated Credit Agreement

[Signature Page]

ANNEX A

$600,000,000

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

dated as of May 16, 2005,

AMENDED AND RESTATED AS OF JANUARY 5, 2009

by and among

JONES APPAREL GROUP USA, INC.,

the Additional Obligors referred to herein,

the Lenders referred to herein,

J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers
and Joint Bookrunners,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

and

JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A.,
as Syndication Agents,

and

BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK
as Documentation Agents

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.1. Definitions		1
SECTION 1.2. General		17
SECTION 1.3. Other Definitions and Provisions		17
ARTICLE II REVOLVING CREDIT FACILITY		17
SECTION 2.1. Revolving Credit Loans		17
SECTION 2.2. Procedure for Advances of Revolving Credit Loans		18
SECTION 2.3. Repayment of Revolving Credit Loans		18
SECTION 2.4. Evidence of Debt		19
SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment		19
SECTION 2.6. Termination of Revolving Credit Facility		20
SECTION 2.7. Non-Funding Lenders		20
ARTICLE III LETTER OF CREDIT FACILITY		21
SECTION 3.1. L/C Commitment		21
SECTION 3.2. Procedure for Issuance of Letters of Credit		22
SECTION 3.3. Fees and Other Charges		22
SECTION 3.4. L/C Participations		23
SECTION 3.5. Reimbursement		24
SECTION 3.6. Obligations Absolute		24
SECTION 3.7 Effect of Application		25
ARTICLE IV [RESERVED]		25
ARTICLE V GENERAL LOAN PROVISIONS		25
SECTION 5.1. Interest		25

i

	Page
SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans		27
SECTION 5.3. Fees		27
SECTION 5.4. Manner of Payment		27
SECTION 5.5. Crediting of Payments and Proceeds		28
SECTION 5.6. Adjustments		28
SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent		28
SECTION 5.8. Joint and Several Liability of the Credit Parties		29
SECTION 5.9. Changed Circumstances		30
SECTION 5.10. Indemnity		33
SECTION 5.11. Capital Requirements		33
SECTION 5.12. Taxes		34
ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING		35
SECTION 6.1. Closing		36
SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit		36
SECTION 6.3. Conditions to Extensions of Credit		38
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES		38
SECTION 7.1. Representations and Warranties		38
SECTION 7.2. Survival of Representations and Warranties, Etc		43
ARTICLE VIII FINANCIAL INFORMATION AND NOTICES		44
SECTION 8.1. Financial Statements and Projections		44
SECTION 8.2. Officer’s Compliance Certificate		45
SECTION 8.3. Accountants’ Certificate		45
SECTION 8.4. Other Reports		45
SECTION 8.5. Notice of Litigation and Other Matters		45
SECTION 8.6. Accuracy of Information		46

ii

	Page
ARTICLE IX AFFIRMATIVE COVENANTS		46
SECTION 9.1. Preservation of Corporate Existence and Related Matters		46
SECTION 9.2. Maintenance of Property		46
SECTION 9.3. Insurance		46
SECTION 9.4. Accounting Methods and Financial Records		47
SECTION 9.5. Payment and Performance of Obligations		47
SECTION 9.6. Compliance With Laws and Approvals		47
SECTION 9.7. Environmental Laws		47
SECTION 9.8. Compliance with ERISA		47
SECTION 9.9. Conduct of Business		48
SECTION 9.10. Visits and Inspections		48
SECTION 9.11. Use of Proceeds		48
SECTION 9.12. Further Assurances		48
SECTION 9.13. Covenant to Add Additional Obligors and Give Security		48
ARTICLE X FINANCIAL COVENANTS		50
SECTION 10.1. Interest Coverage Ratio		50
SECTION 10.2. Covenant Debt to EBITDA Ratio		50
SECTION 10.3. Asset Coverage Ratio		51
ARTICLE XI NEGATIVE COVENANTS		51
SECTION 11.1. Limitations on Debt and Guaranty Obligations		51
SECTION 11.2. [Reserved]		52
SECTION 11.3. Limitations on Liens		52
SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions		54
SECTION 11.5. Limitations on Mergers and Liquidation		55
SECTION 11.6. Limitations on Sale or Transfer of Assets		55
SECTION 11.7. Limitations on Dividends and Distributions		56

iii

	Page
SECTION 11.8. Transactions with Affiliates		56
SECTION 11.9. Changes in Fiscal Year End		56
SECTION 11.10. Amendments; Payments and Prepayments of Material Debt and Subordinated Debt		56
SECTION 11.11. Limitations on Capital Expenditures		56
ARTICLE XII DEFAULT AND REMEDIES		56
SECTION 12.1. Events of Default		57
SECTION 12.2. Remedies		59
SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc		59
ARTICLE XIII THE ADMINISTRATIVE AGENT		60
SECTION 13.1. Appointment		60
SECTION 13.2. Delegation of Duties		60
SECTION 13.3. Exculpatory Provisions		60
SECTION 13.4. Reliance by the Administrative Agent		61
SECTION 13.5. Notice of Default		61
SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders		61
SECTION 13.7. Indemnification		62
SECTION 13.8. The Administrative Agent in Its Individual Capacity		62
SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent		62
SECTION 13.10. Syndication and Documentation Agents		63
ARTICLE XIV MISCELLANEOUS		63
SECTION 14.1. Notices		63
SECTION 14.2. Expenses; Indemnity		64
SECTION 14.3. Set-off		64
SECTION 14.4. Governing Law		65
SECTION 14.5. Consent to Jurisdiction		65
SECTION 14.6. Waiver of Jury Trial		65

iv

	Page
SECTION 14.7. Reversal of Payments		65
SECTION 14.8. Injunctive Relief; Punitive Damages		65
SECTION 14.9. Accounting Matters		66
SECTION 14.10. Successors and Assigns; Participations		66
SECTION 14.11. Amendments, Waivers and Consents		70
SECTION 14.12. Performance of Duties		70
SECTION 14.13. All Powers Coupled with Interest		70
SECTION 14.14. Survival of Indemnities		71
SECTION 14.15. Titles and Captions		71
SECTION 14.16. Severability of Provisions		71
SECTION 14.17. Counterparts		71
SECTION 14.18. Term of Agreement		71
SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants		71
SECTION 14.20. Patriot Act		71
SECTION 14.21. Ratings of Loans		71
SECTION 14.22. Release of Collateral		71

Exhibits

Exhibit A - Form of Revolving Credit Note

Exhibit B - Form of Notice of Revolving Credit Borrowing

Exhibit C - Form of Notice of Account Designation

Exhibit D - Form of Notice of Prepayment

Exhibit E - Form of Notice of Conversion/Continuation

Exhibit F - Form of Officer’s Compliance Certificate

Exhibit G - Form of Assignment and Acceptance

Schedules

Schedule 1.1(a) - Lenders and Revolving Credit Commitments

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Schedule 1.1(b)	-	Outstanding Letters of Credit
Schedule 7.1(b)	-	Subsidiaries and Capitalization
Schedule 7.1(p)	-	Debt and Guaranty Obligations
Schedule 7.1(q)	-	Litigation
Schedule 11.3	-	Existing Liens
Schedule 11.4	-	Existing Loans, Advances and Investments

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AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

Dated as of May 16, 2005

AMENDED AND RESTATED AS OF JANUARY 5, 2009

          JONES APPAREL GROUP USA, INC. (formerly known as Kasper, Ltd.), a Delaware corporation, the Additional Obligors (as defined below), the Lenders who are or may become a party to this Agreement, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Syndication Agents, and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK, as Documentation Agents, agree as follows:

          PRELIMINARY STATEMENT. The Borrower’s predecessor in interest Jones Apparel Group USA, Inc., a Pennsylvania corporation (“Old Jones USA”), the Borrower, the Additional Obligors, the lenders parties thereto and Wachovia Bank, National Association (as successor in interest to First Union National Bank), as administrative agent, were parties to an Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (the “Existing Credit Agreement”). Old Jones USA merged into the Borrower as of January 1, 2007. The Borrower, the Additional Obligors, the parties hereto and Wachovia Bank, National Association, as Administrative Agent, desire to amend the Existing Credit Agreement as herein set forth and to restate it in its entirety giving effect to such amendment.

          NOW THEREFORE, the parties hereto agree that, subject to the conditions set forth in Section 3 of Amendment No. 3 to the Existing Credit Agreement, dated as of January 5, 2009, the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:

ARTICLE I DEFINITIONS

          SECTION 1.1. Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

     “Additional Debt Securities” means Debt incurred after the Amendment Date, arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements (including in connection with the issuance of exchange securities in connection with any exchange offer registered under the Securities Act of 1933, as amended, following a private placement of Additional Debt Securities).

     “Additional Obligors” means the collective reference to Jones Apparel Group, Jones Apparel Group Holdings, Nine West Footwear and Jones Retail in their capacities as co-obligors under this Agreement.

     “Additional Secured Agreements” means (a ) all Hedging Agreements, (b) all agreements and documents relating to any treasury management services, (c) all Open Account Agreements, (d) all letters of credit (other than Letters of Credit issued hereunder) and (e) all other funded loans (other than Loans made hereunder), in each case provided or issued by any of the Lenders and their Affiliates to or for the account of any

Credit Party or any of its Subsidiaries, and each agreement or instrument delivered by any Credit Party or Subsidiary of a Credit Party pursuant to the foregoing.

     “Additional Secured Agreement Obligations” means, on any date, all payment and other obligations owing by the Credit Parties or any of their Subsidiaries to any Lender or Affiliate of a Lender or the Administrative Agent under any Additional Secured Agreement with any Lender or Affiliate of a Lender; provided that payment and other obligations (a) under the Borrower’s Hedging Agreements shall be calculated as the current fair value of each such Agreement as of the date of the Borrower’s most recent balance sheet, (b) under any Open Account Agreement shall be limited to the OA Payment Obligations and (c) under any letters of credit (other than Letters of Credit issued hereunder) shall be limited to funded letters of credit.

     “Administrative Agent” means Wachovia in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 13.9.

     “Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 14.1(c).

     “Affiliate” means, with respect to any Person, any other Person (other than a Subsidiary) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     “Agreement” means this Five-Year Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

     “Alternative Currency” means (a) Pounds Sterling, (b) the euro or (c) any other lawful currency (other than Dollars) acceptable to the Issuing Lenders which, in the case of this clause (c), is freely transferable and convertible into Dollars in the United States currency market and is freely available to all Issuing Lenders in the London interbank deposit market.

     “Alternative Currency L/C Commitment” means the lesser of (a) One Hundred Million Dollars ($100,000,000) and (b) the L/C Commitment.

     “Amendment Date” means January 5, 2009, the date upon which Amendment No. 3 to this Agreement became effective in accordance with its terms.

     “Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

     “Applicable Margin” means, for purposes of calculating (a) the Base Rate and LIBOR Rate for purposes of Section 5.1(a), (b) the L/C Fee for purposes of Section 3.3(a) or (c) the Commitment Fee for purposes of Section 5.3(a), the corresponding rate set forth below:

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Applicable Margin Per Annum
LIBOR				Trade			Standby			Commitment
Rate	Base Rate			L/C Fee			L/C Fee			Fee
4.00%		3.00	%		2.00	%		4.00	%		1.00	%

     “Application” means an application, in the form specified by any Issuing Lender from time to time, requesting such Issuing Lender to issue a Letter of Credit.

     “Asset Coverage Ratio” means the ratio of (a) the sum of gross inventory plus gross accounts receivable (as of the date of determination) to (b) the aggregate principal amount of Loans outstanding as of such date of determination.

     “Assignment and Acceptance” shall have the meaning assigned thereto in Section 14.10(b)(ii).

     “Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the sum of (i) the Federal Funds Rate plus (ii) 1/2 of 1% or (c) the sum of (i) the one month LIBOR Rate for a on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus (ii) 1%, provided that, for the avoidance of doubt, the LIBOR Rate for any day shall be based on the rate appearing on the British Bankers’ Association Interest Settlement Rates (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in such currency in the London interbank market) at approximately 11:00 a.m. London time on such day; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or the LIBOR Rate.

     “Base Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a).

     “Borrower” means Jones Apparel Group USA, Inc.

     “Borrowing Availability Limit” means, on any date, the lesser of (a) $400,000,000 minus the Additional Secured Agreement Obligations on such date and (b) the Indenture Basket on such date.

     “Business Day” means (a) any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina, Philadelphia, Pennsylvania and New York, New York, are not authorized or required by law to remain closed for the conduct of their commercial banking business, (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for trading in Dollar deposits in the London interbank market and (c) with respect to all notices and determinations in connection with, and payment of principal and interest on, any L/C Obligation denominated in an Alternative Currency, the term “Business Day” shall also exclude any day on which banks in London do not provide quotations for deposits denominated in such Alternative Currency.

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     “Canadian Security Agreement” means the Canadian Security Agreement, dated as of January 5, 2009 by Jones Apparel Group Canada, LP, as grantor, in favor of the Administrative Agent for the benefit of the Secured Parties.

     “Capital Expenditures” means, for any Person for any period, the sum of, without duplication, (a) all expenditures made, directly or indirectly, by such Person or any of its Subsidiaries during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment on a Consolidated balance sheet of such Person or have a useful life of more than one year plus (b) the aggregate principal amount of all Debt (including obligations under Capital Leases) assumed or incurred in connection with any such expenditures. For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be.

     “Capital Lease” means, with respect to the Credit Parties and their Subsidiaries, any lease of any property that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Credit Parties and their Subsidiaries.

     “Change in Control” shall have the meaning assigned thereto in Section 12.1(h).

     “Closing Date” means May 16, 2005.

     “Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “Collateral” means all “Collateral” referred to in the Collateral Documents.

     “Collateral Documents” means the Security Agreement, the Canadian Security Agreement and each other agreement that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

     “Collateral Grantor” means (a) the Borrower and (b) any Affiliate of the Borrower that is party to the Security Agreement.

     “Commitment Fee” shall have the meaning assigned thereto in Section 5.3(a).

     “Consolidated” means, when used with reference to financial statements or financial statement items of the Credit Parties and their Subsidiaries, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

     “Correspondent” means any financial institution designated by an Issuing Lender to act as such Issuing Lender’s correspondent hereunder with respect to the distribution and payment of Letters of Credit denominated in an Alternative Currency.

     “Covenant Debt” means, for any date of calculation, Debt with respect to the

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Credit Parties and their Subsidiaries that would appear on a Consolidated balance sheet of the Credit Parties and their Subsidiaries prepared as of such date in accordance with GAAP, less the Debt of any Subsidiary (other than a wholly-owned Subsidiary of a Credit Party) in which any Person other than a Credit Party and its Subsidiaries has a joint interest or partnership interest or ownership interest, but excluding from such deduction the pro rata amount of such Debt corresponding to the ownership interest of the Credit Parties and their Subsidiaries.

     “Covenant Debt to EBITDA Ratio” means, for any date of calculation, Covenant Debt as of such date divided by EBITDA for the period of four (4) consecutive fiscal quarters ending on such date; provided that there shall be excluded from the calculation of Covenant Debt to EBITDA Ratio for the period ended on July 5, 2008, EBITDA (whether positive or negative) attributable to any discontinued operations.

     “Credit Facility” means the collective reference to the Revolving Credit Facility and the L/C Facility.

     “Credit Parties” means each of the Additional Obligors and the Borrower.

     “Debt” means, with respect to the Credit Parties and their Subsidiaries at any date and without duplication, the sum of the following calculated in accordance with GAAP: (a) all liabilities, obligations and indebtedness, in each case for borrowed money including but not limited to obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person, (b) all obligations to pay the deferred purchase price of property or services of any such Person, except trade liabilities arising in the ordinary course of business, (c) all obligations of any such Person as lessee under Capital Leases, (d) all Debt of any other Person secured by a Lien on any asset of any such Person, (e) all Guaranty Obligations of any such Person, (f) all obligations, contingent or otherwise, of any such Person relative to the amount of drawn letters of credit not reimbursed as required by the terms thereof, including without limitation any Reimbursement Obligation not reimbursed as required by the terms hereof, and banker’s acceptances issued for the account of any such Person, and (g) all net obligations incurred by any such Person pursuant to Hedging Agreements in respect of interest rate hedges, less the Debt of any Subsidiary (other than a wholly-owned Subsidiary of a Credit Party) in which any Person other than a Credit Party and its Subsidiaries has a joint interest or partnership interest or ownership interest, but excluding from such deduction the pro rata amount of such Debt corresponding to the ownership interest of the Credit Parties and their Subsidiaries.

     “Default” means any of the events specified in Section 12.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

     “Default Excess” means, with respect to any Non-Funding Lender, the excess, if any, of such Non-Funding Lender’s ratable portion of the aggregate outstanding principal amount of the Revolving Credit Loans of all Lenders (calculated as if all Non-Funding Lenders (other than such Non-Funding Lender) had funded all of their respective Defaulted Advances) over the aggregate outstanding principal amount of all Revolving Credit Loans of such Non-Funding Lender.

     “Default Period” means, with respect to any Non-Funding Lender, the period

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commencing on the date of the applicable Funding Default and ending on the earlier of the following dates: (i) the date on which (a) the Default Excess with respect to such Non-Funding Lender has been reduced to zero (whether by the funding of any Defaulted Advance by such Non-Funding Lender or by the non-pro-rata application of any prepayment pursuant to Section 2.3) and (b) such Non-Funding Lender shall have delivered to the Borrower and the Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Revolving Credit Commitment; and (ii) the date on which the Borrower, the Administrative Agent and the Required Lenders waive all Funding Defaults of such Non-Funding Lender in writing.

     “Defaulted Advance” shall have the meaning assigned thereto in Section 2.7.

     “Defaulting Lender” means, at any time, any Lender that, at such time, shall, or any parent company of such which shall, take any action or be the subject of any action or proceeding of a type described in Section 12.1(i) or (j).

     “Dispute” shall have the meaning assigned thereto in Section 14.6.

     “Dollar Amount” shall mean (a) with regard to any Obligation denominated in Dollars, the amount thereof and (b) with regard to any Obligation denominated in an Alternative Currency, the amount of Dollars which is equivalent to the sum of (i) the amount so expressed in an Alternative Currency at the applicable-quoted spot rate on the appropriate page of the Reuter’s Screen as determined by the Administrative Agent at the relevant time; plus (ii) any amounts owed by the Borrower pursuant to Section 3.5(b).

     “Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

     “EBITDA” means, with respect to the Credit Parties and their Subsidiaries on a Consolidated basis for any period, the sum of (a) Net Income for such period, plus (b) the sum of the following to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense and (iii) amortization, depreciation, extraordinary non-cash losses and any other non-cash charges (including amortization or write-off of goodwill, transaction expenses, covenants not to compete and other intangible assets, and non-cash charges resulting from purchase accounting related to any acquisition otherwise permitted pursuant to the terms of this Agreement) less (c) the sum of (i) any items of extraordinary gain which were included in determining Net Income, (ii) items of cash gains from the sale of assets to the extent such gains exceed $50,000,000 during such period and (iii) the income or loss of any Subsidiary (other than a wholly-owned Subsidiary of a Credit Party) in which any Person other than a Credit Party and its Subsidiaries has a joint interest or partnership interest or other ownership interest, but excluding from such deduction the pro-rata amount of such income or loss corresponding to the ownership interest of the Credit Parties and their Subsidiaries.

     “EBITDAR” means, with respect to the Credit Parties and their Subsidiaries on a Consolidated basis for any period, the sum of (a) Net Income for such period, plus (b) the sum of the following to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense, (iii) amortization, depreciation, extraordinary non-cash losses and any other non-cash charges (including amortization or write-off of goodwill, transaction expenses, covenants not to compete and other intangible assets, and non-cash charges resulting from purchase accounting related to any

6

acquisition otherwise permitted pursuant to the terms of this Agreement) and (iv) Rental Expense (exclusive of any amounts reflected in Interest Expense) less (c) the sum of (i) any items of extraordinary gain which were included in determining Net Income, (ii) items of cash gains from the sale of assets to the extent such gains exceed $50,000,000 during such period and (iii) the income or loss of any Subsidiary (other than a wholly-owned Subsidiary of a Credit Party) in which any Person other than a Credit Party and its Subsidiaries has a joint interest or partnership interest or other ownership interest, but excluding from such deduction the pro-rata amount of such income or loss corresponding to the ownership interest of the Credit Parties and their Subsidiaries.

     “Eligible Assignee” means, with respect to any assignment of the rights, interest and obligations of a Lender hereunder, a Person that is at the time of such assignment (a) a commercial bank organized under the laws of the United States or any state thereof, having combined capital and surplus in excess of $500,000,000, (b) a commercial bank organized under the laws of any other country that is a member of the Organization of Economic Cooperation and Development, or a political subdivision of any such country, having combined capital and surplus in excess of $500,000,000, (c) a finance company, insurance company or other financial institution which in the ordinary course of business extends credit of the type extended hereunder and that has total assets in excess of $1,000,000,000, (d) already a Lender hereunder (whether as an original party to this Agreement or as the assignee of another Lender) or an Affiliate of a Lender hereunder, (e) the successor (whether by transfer of assets, merger or otherwise) to all or substantially all of the commercial lending business of the assigning Lender, (f) any SPC solely to the extent permitted by Section 14.10(h), or (g) any other Person that has been approved in writing as an Eligible Assignee by the Borrower and the Administrative Agent; provided, however, that neither the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee.

     “Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained for employees of the Borrower or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained for the employees of the Borrower or any current or former ERISA Affiliate.

     “EMU” mean economic and monetary union as contemplated in the Treaty on European Union.

     “Environmental Laws” means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, binding interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

     “ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “ERISA Affiliate” means any Person who together with the Borrower is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

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     “euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the euro in one or more member states.

     “Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

     “Event of Default” means any of the events specified in Section 12.1, provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

     “Existing Debt Securities” means the 4.250% Senior Notes due 2009, the 5.125% Senior Notes due 2014, and the 6.125% Senior Notes due 2034 of Jones Apparel Group.

     “Existing Loans” shall have the meaning assigned thereto in Section 6.2(f).

     “Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, and (ii) such Lender’s Revolving Credit Commitment Percentage of the Dollar Amount of the L/C Obligations then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

     “FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto.

     “Federal Funds Rate” means, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) representing the daily effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Administrative Agent. If, for any reason, such rate is not available, then “Federal Funds Rate” shall mean a daily rate which is determined, in the opinion of the Administrative Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. (Charlotte time). Rates for weekends or holidays shall be the same as the rate for the most immediate preceding Business Day.

     “Fiscal Year” means the fiscal year of the Credit Parties and their Subsidiaries ending on December 31.

     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “Funding Default” shall have the meaning assigned thereto in Section 2.7.

8

     “GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Credit Parties and their Subsidiaries throughout the period indicated.

     “Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

     “Governmental Authority” means any nation, province, state or political subdivision thereof, and any government or any Person exercising executive, legislative, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

     “Granting Lender” shall have the meaning assigned thereto in Section 14.10(h).

     “Guaranty Obligation” means, with respect to the Credit Parties and their Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) a contractual commitment by one Person to invest in another Person for so long as such investment is expected to constitute a permitted investment under Section 11.4.

     “Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law, (d) the discharge or emission or release of which requires a permit or license under any Applicable Law or other Governmental Approval, or (e) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

     “Hedging Agreement” means any agreement with respect to an interest rate or currency swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate or currency risk exposure executed in connection with hedging the interest rate or currency exposure of any Credit Party, and any confirming letter executed pursuant to such hedging agreement, all as amended, restated or otherwise modified from time to time.

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     “Indenture” means the Indenture dated as of November 22, 2004 (as the same may be amended, supplemented or otherwise modified from time to time) among Jones Apparel Group, Jones Apparel Group Holdings, the Borrower, Nine West Footwear and Jones Retail, as issuers, and SunTrust Bank, as trustee.

     “Indenture Basket” means, at any time, the maximum amount of Obligations and Additional Secured Agreement Obligations permitted to be secured by the Credit Parties and their Subsidiaries pursuant to the Indenture without any requirement to equally and ratably secure any securities issued pursuant to the Indenture.

     “Interest Coverage Ratio” means, as of the last day of any fiscal quarter, EBITDAR for the period of four consecutive fiscal quarters ending on such date divided by the sum of (a) Interest Expense less the amortization of non-cash items included in “Interest Expense” (including, but not limited to, amortization of debt issuance costs) and (b) Rental Expense (exclusive of any amounts reflected in Interest Expense), both for the period of four consecutive fiscal quarters ending on such date; provided that there shall be excluded from the calculation of Interest Coverage Ratio for the period ended on July 5, 2008, EBITDAR (whether positive or negative) and any items of Interest Expense or Rental Expense attributable to any discontinued operations.

     “Interest Expense” means, for any period, total interest expense (including, without limitation, interest expense attributable to Capital Leases) determined on a consolidated basis, without duplication, for the Credit Parties and their Subsidiaries in accordance with GAAP less the interest expense of any Subsidiary (other than a wholly-owned Subsidiary of a Credit Party) in which any Person other than a Credit Party and its Subsidiaries has a joint interest or partnership interest or other ownership interest, but excluding from such deduction the pro-rata amount of such interest expense corresponding to the ownership interest of the Credit Parties and their Subsidiaries.

     “Interest Period” shall have the meaning assigned thereto in Section 5.1(b).

     “ISP 98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

     “Issuing Lender” means Wachovia, Citibank, N.A., JPMorgan Chase Bank, N.A. and Bank of America, N.A., each in its capacity as issuer of any Letter of Credit, and any other Lender mutually acceptable and on terms satisfactory to the Borrower, the Administrative Agent and such Lender; and Issuing Lenders means all such Lenders.

     “Jones Apparel Group” means Jones Apparel Group, Inc., a Pennsylvania corporation.

     “Jones Apparel Group Holdings” means Jones Apparel Group Holdings, Inc., a Delaware corporation.

     “Jones Retail” means Jones Retail Corporation, a New Jersey corporation.

     “L/C Commitment” means Four Hundred Fifty Million Dollars ($450,000,000).

     “L/C Facility” means the letter of credit facility established pursuant to Article III hereof.

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          “L/C Fee” shall have the meaning assigned thereto in Section 3.3(a).

          “L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

          “L/C Participants” means the collective reference to all the Lenders having a Revolving Credit Commitment other than the applicable Issuing Lender.

          “Lender” means each Person executing this Agreement as a Lender set forth on the signature pages hereto and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 14.10 other than any party hereto that ceases to be a party hereto pursuant to any Assignment and Acceptance.

          “Lending Office” means, with respect to any Lender, for Revolving Credit Loans, the office of such Lender maintaining such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans.

          “Letters of Credit” shall have the meaning assigned thereto in Section 3.1.

          “LIBOR” means the rate of interest per annum determined on the basis of the rate for deposits in Dollars or an Alternative Currency (other than euro) in minimum amounts of at least $5,000,000 or the approximate Dollar Amount thereof, in the case of an Alternative Currency, for a period equal to the applicable Interest Period which appears on the British Bankers’ Association Interest Settlement Rates (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in such currency in the London interbank market) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest one hundredth of one percent (1/100%)). If, for any reason, such rate does not appear on British Bankers’ Association Interest Settlement Rates, then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average (rounded upward, if necessary, to the nearest one-hundredth of one percent (1/100%)) of the rate per annum at which deposits in Dollars or an Alternative Currency would be offered by the Reference Group in the London interbank market to the Administrative Agent as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period and in an amount substantially equal to the amount of the applicable Revolving Credit Loan.

          “LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR RATE	=	LIBOR
		1.00 – Eurodollar Reserve Percentage

          “LIBOR Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a).

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          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

          “Loan” means a Revolving Credit Loan.

          “Loan Documents” means, collectively, this Agreement, the Notes, the Collateral Documents, the Applications and each other document, instrument and agreement executed and delivered by any Credit Party, its Subsidiaries or their counsel in connection with this Agreement, all as may be amended, restated, supplemented or otherwise modified.

          “Material Adverse Effect” means, with respect to the Credit Parties or any of their Subsidiaries, a material adverse effect on the business, assets, operations or financial condition of the Credit Parties and their Subsidiaries taken as a whole or the ability of any such Person to perform its obligations under the Loan Documents, in each case to which it is a party.

          “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making (or has made), or is accruing (or has accrued) an obligation to make, contributions either presently or within the preceding six years.

          “Net Income” means, with respect to the Credit Parties and their Subsidiaries for any period, the Consolidated net income (or loss) of the Credit Parties and their Subsidiaries for such period determined in accordance with GAAP; provided, that there shall be excluded from net income (or loss) of a Person (the “computing Person”), the income (or loss) of any Person (other than a Subsidiary of the computing Person) in which the computing Person has an ownership interest unless received by the computing Person in a cash distribution.

          “Net Worth” means, with respect to the Credit Parties and their Subsidiaries, as of any date, the total shareholders’ equity that would appear on a Consolidated balance sheet of the Credit Parties and their Subsidiaries prepared as of such date in accordance with GAAP.

          “Nine West Footwear” means Nine West Footwear Corporation, a Delaware corporation.

          “Non-Funding Lender” shall have the meaning assigned thereto in Section 2.7.

          “Note” means a Revolving Credit Note.

          “Notice of Account Designation” shall have the meaning assigned thereto in Section 2.2(b).

          “Notice of Conversion/Continuation” shall have the meaning assigned thereto in Section 5.2.

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          “Notice of Prepayment” shall have the meaning assigned thereto in Section 2.3(c).

          “Notice of Revolving Credit Borrowing” shall have the meaning assigned thereto in Section 2.2(a).

          “Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest that would accrue but for commencement of bankruptcy and whether or not allowed or allowable in the bankruptcy) the Loans, (b) the L/C Obligations, (c) all payment and other obligations owing by the Credit Parties to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement with any Lender or Affiliate of a Lender (which such Hedging Agreement is permitted hereunder), and (d) all other fees and commissions (including attorney’s fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders or the Administrative Agent, of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note, in each case under or in respect of this Agreement, any Note, any Letter of Credit or any of the other Loan Documents.

          “Officer’s Compliance Certificate” shall have the meaning assigned thereto in Section 8.2.

          “Open Account Agreement” means an open account paying agency agreement between or among a Lender or any of its Affiliates and the Credit Parties and their Subsidiaries, as identified to the Administrative Agent as an “Open Account Agreement” for purposes of this Agreement by the Borrower from time to time, pursuant to which the Credit Parties and their Subsidiaries (the “Jones Parties”) have committed to pay such Lender or its Affiliates (i) the full face amount of any account receivable purchased by such Lender or its Affiliates from certain vendors of the Jones Parties, (ii) the amount of any overdrafts created by such Lender or its Affiliates to pay vendors other than those referred to in clause (i) above, and (iii) certain processing fees thereunder ((i), (ii) and (iii), collectively, the “OA Payment Obligations”).

          “Operating Lease” shall mean, as to any Person, as determined in accordance with GAAP, any lease of property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

          “Other Taxes” shall have the meaning assigned thereto in Section 5.12(b).

          “Outstanding Letters of Credit” means each letter of credit described on Schedule 1.1(b) and outstanding as of the Closing Date.

          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor agency.

          “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code.

          “Permitted Investment Policy” of the Credit Parties means the investment policy

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of the Credit Parties as in effect on the Amendment Date which has been approved by the Board of Directors of Jones Apparel Group, as amended, restated, supplemented or otherwise modified from time to time.

          “Permitted Lines of Business” shall have the meaning assigned thereto in Section 9.9.

          “Person” means an individual, corporation, limited liability company, partnership, association, trust, business trust, joint venture, joint stock company, pool, syndicate, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity or group thereof.

          “Pounds Sterling” means, unless otherwise qualified, pounds sterling in lawful currency of the United Kingdom.

          “Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate in effect at its principal office in Charlotte, North Carolina. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

          “Prior Credit Agreement” means the Three-Year Credit Agreement dated as of June 10, 2003 among Old Jones USA, the Borrower, the Additional Obligors (other than Jones Retail), the lenders parties thereto and Wachovia Bank, National Association (as successor in interest to First Union Bank), as administrative agent.

          “Prior Lenders” means, collectively, the lenders party to the Prior Credit Agreement.

          “Reference Group” shall mean the Lenders party to this Agreement on the Amendment Date.

          “Register” shall have the meaning assigned thereto in Section 2.4(a).

          “Reimbursement Obligation” means the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

          “Rental Expense” means, for any period, total rental expense (net of sublease income) determined on a consolidated basis, without duplication, for the Credit Parties and their Subsidiaries in accordance with GAAP less the rental expense of any Subsidiary (other than a wholly-owned Subsidiary of a Credit Party) in which any Person other than a Credit Party and its Subsidiaries has a joint interest or partnership interest or other ownership interest, but excluding from such deduction the pro-rata amount of such rental expense corresponding to the ownership interest of the Credit Parties and their Subsidiaries.

          “Required Lenders” means, at any date, any combination of Lenders whose Revolving Credit Commitment Percentage equals at least fifty-one percent (51%) of the Revolving Credit Commitment or if the Revolving Credit Commitment has been

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terminated, any combination of Lenders who collectively hold at least fifty-one percent (51%) of the aggregate unpaid principal amount of the Extensions of Credit; provided that the Commitment of, and the portion of the Extensions of Credit held or deemed held by, any Lender that is in default in its obligation to fund Loans hereunder shall be excluded for purposes of making a determination of Required Lenders.

          “Responsible Officer” means any of the following: the chairman, president, chief executive officer, chief financial officer or treasurer or vice president and corporate controller of the Borrower or Jones Apparel Group or any other officer of the Borrower or Jones Apparel Group reasonably acceptable to the Administrative Agent.

          “Revolving Credit Commitment” means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to the Borrower and to participate in Letters of Credit hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1(a) hereto as such amount may be increased, reduced or modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate Revolving Credit Commitment of all Lenders to make Revolving Credit Loans, as such amount may be reduced at any time or from time to time pursuant to the terms hereof. The Revolving Credit Commitment of all Lenders on the Amendment Date shall be Six Hundred Million Dollars ($600,000,000).

          “Revolving Credit Commitment Percentage” means, as to any Lender at any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Lender to (b) the Revolving Credit Commitment of all of the Lenders.

          “Revolving Credit Facility” means the revolving credit facility established pursuant to Article II hereof.

          “Revolving Credit Loans” means any revolving loan made to the Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

          “Revolving Credit Notes” means the collective reference to the Revolving Credit Notes made by the Borrower under this Agreement payable to the order of any such Lender requesting such note, substantially in the form of Exhibit A hereto, evidencing the obligation owed to such Lender under the Revolving Credit Facility, and any amendments and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part; “Revolving Credit Note” means any of such Revolving Credit Notes.

          “Revolving Credit Termination Date” means the earliest of the dates referred to in Section 2.6.

          “Secured Obligations” has the meaning specified in Section 2 of the Security Agreement and, to the extent not inconsistent with the Security Agreement, in Section 2 of the Canadian Security Agreement.

          “Secured Parties” means (a) the Administrative Agent, (b) each Lender and (c) each Affiliate of a Lender that is a party to an Additional Secured Agreement.

          “Security Agreement” means the Security Agreement, dated as of January 5,

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2009 among the Collateral Grantors, as grantors, in favor of the Administrative Agent for the benefit of the Secured Parties.

          “Significant Subsidiary” means each Subsidiary of the Jones Apparel Group that is a “significant subsidiary” as defined in Regulation S-X of the Securities Act of 1933.

          “SPC” shall have the meaning assigned thereto in Section 14.10(h).

          “Subordinated Debt” means the collective reference to Debt on Schedule 7.1(p) hereof designated as Subordinated Debt and any other Debt of the Credit Parties or any Subsidiary thereof subordinated in right and time of payment to the Obligations and otherwise permitted hereunder.

          “Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be Consolidated with those of the parent in the parent’s Consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent. Unless otherwise qualified references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower.

          “Syndication Agents” means JPMorgan Chase Bank, N.A. and Citibank, N.A., each in their capacity as syndication agent hereunder, and any successor thereto.

          “Taxes” shall have the meaning assigned thereto in Section 5.12(a).

          “Termination Event” means: (a) a “Reportable Event” described in Section 4043 of ERISA, or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA.

          “Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (signed February 7, 1992), as amended from time to time.

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          “UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended, restated or otherwise modified from time to time.

          “Uniform Customs” means, with respect to Letters of Credit issued prior to the Amendment Date, the Uniform Customs and Practice for Documentary Credits (1994 Revision), International Chamber of Commerce Publication No. 500, and with respect to Letters of Credit issued on or after the Amendment Date, the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600.

          “United States” means the United States of America.

          “Wachovia” means Wachovia Bank, National Association, a national banking association, and its successors.

          “Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of capital stock or other ownership interests of such Subsidiary (other than directors’ qualifying shares) are, directly or indirectly, owned or controlled by any Credit Party and/or one or more of its Wholly-Owned Subsidiaries.

SECTION 1.2. General. Unless otherwise specified, a reference in this Agreement to a particular section, subsection, Schedule or Exhibit is a reference to that section, subsection, Schedule or Exhibit of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter. Any reference herein to “Charlotte time” shall refer to the applicable time of day in Charlotte, North Carolina.

SECTION 1.3. Other Definitions and Provisions. (a) Use of Capitalized Terms. Unless otherwise defined therein, all capitalized terms defined in this Agreement shall have the defined meanings when used in this Agreement and the other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement.

          (b) Miscellaneous. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (c) Any reference or usage of the word “amount” herein as it pertains to any Obligation denominated in an Alternative Currency shall be deemed to be a reference or usage of the term “Dollar Amount.”

ARTICLE II REVOLVING CREDIT FACILITY

SECTION 2.1. Revolving Credit Loans. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time from the Closing Date through the Revolving Credit Termination Date as requested by the Borrower in accordance with the terms of Section 2.2; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed the Borrowing Availability Limit in effect at such time and (b) the

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principal amount of outstanding Revolving Credit Loans from any Lender to the Borrower shall not at any time exceed such Lender’s Revolving Credit Commitment less such Lender’s participations in outstanding L/C Obligations. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Termination Date.

SECTION 2.2. Procedure for Advances of Revolving Credit Loans. (a) Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached hereto as Exhibit B (a “Notice of Revolving Credit Borrowing”) not later than 11:00 a.m. (Charlotte time) (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be in an amount equal to the unused amount of the Revolving Credit Commitment, or if less, (x) with respect to Base Rate Loans in an aggregate principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof and (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether such Revolving Credit Loan is to be a LIBOR Rate Loan or Base Rate Loan, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. Notices received after 11:00 a.m. (Charlotte time) shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Revolving Credit Borrowing.

          (b) Disbursement of Revolving Credit Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice of account designation, substantially in the form of Exhibit C hereto (a “Notice of Account Designation”), delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section 2.2 for which any Lender is responsible to the extent that such Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Revolving Credit Loan.

SECTION 2.3. Repayment of Revolving Credit Loans. (a) Repayment on Termination Date. The Borrower shall repay the outstanding principal amount of all Revolving Credit Loans in full on the Revolving Credit Termination Date, with all accrued but unpaid interest thereon.

          (b) Mandatory Repayment of Excess Extensions of Credit. (i) If at any time the outstanding principal amount of all Revolving Credit Loans plus the Dollar Amount of all outstanding L/C Obligations exceeds the Revolving Credit Commitment, the Borrower shall repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Revolving Credit Loans and/or furnish cash collateral reasonably satisfactory to the Administrative Agent or repay the L/C Obligations in an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 12.2(b).

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          (ii) Excess Alternative Currency Letters of Credit. If the Administrative Agent shall determine that the outstanding principal Dollar Amount of all outstanding Letters of Credit denominated in an Alternative Currency exceeds one hundred and five percent (105%) of the lesser of (A) the L/C Commitment less the sum of the outstanding principal amount of all L/C Obligations denominated in Dollars and (B) the Alternative Currency L/C Commitment, in each case as of the last Business Day of any calendar month during the term hereof, then not later than three (3) Business Days after notice of the amount of such excess from the Administrative Agent to the Borrower, the Borrower shall deposit an amount in Dollars equal to such excess with the Administrative Agent to be held as cash collateral in accordance with Section 12.2(b).

          (c) Optional Repayments. The Borrower may at any time and from time to time repay the Revolving Credit Loans, in whole or in part, upon at least three (3) Business Days’ irrevocable notice to the Administrative Agent with respect to LIBOR Rate Loans and one (1) Business Day’s irrevocable notice with respect to Base Rate Loans, in the form attached hereto as Exhibit D (a “Notice of Prepayment”) specifying the date and amount of repayment and whether the repayment is of LIBOR Rate Loans, Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial repayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $250,000 in excess thereof with respect to Base Rate Loans and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans.

          (d)Limitation on Repayment of LIBOR Rate Loans. The Borrower may not repay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such repayment is accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

SECTION 2.4. Evidence of Debt. (a) The Administrative Agent shall maintain a register and a subaccount therein for each Lender (the “Register”), in which shall be recorded (i) the amount of each Revolving Credit Loan made hereunder, including each Revolving Credit Loan evidenced by a Revolving Credit Note, and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

          (b) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.4(a) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded, absent manifest error; provided, however, that the failure of the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to the Borrower in accordance with the terms of this Agreement.

          (c) The Borrower hereby agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Revolving Credit Note of such Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A.

SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment. (a) Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least

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five (5) Business Days’ prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $5,000,000 or any whole multiple of $1,000,000 in excess thereof.

          (b) Each permanent reduction of the Revolving Credit Commitment made pursuant to this Section 2.5 shall be accompanied, if necessary, by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced and if the Revolving Credit Commitment as so reduced is less than the aggregate amount of all outstanding Letters of Credit, the Borrower shall be required to deposit in a cash collateral account opened by the Administrative Agent an amount equal to the amount by which the aggregate then undrawn and unexpired amount of such Letters of Credit exceeds the Revolving Credit Commitment as so reduced. Any reduction of the Revolving Credit Commitment to zero (including upon termination of the Revolving Credit Facility on the Revolving Credit Termination Date) shall be accompanied by payment of all outstanding Revolving Credit Loans (and furnishing of cash collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Revolving Credit Facility. Such cash collateral shall be applied in accordance with Section 12.2(b). If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

          (c) Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Lender’s Commitments. Such termination shall be effective, (x) with respect to such Lender’s unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than ten Business Days after receipt of such notice and (y) with respect to each Loan outstanding to such Lender, in the case of Base Rate Loans, on the date set forth in such notice and, in the case of LIBOR Rate, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitments under this Section 2.5(c), the Borrower will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Loans owing to such Lender and pay any accrued Commitment Fees or L/C Fees payable to such Lender pursuant to the provisions of Sections 5.3(a) or 3.3(a), and all other amounts payable to such Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Sections 5.9(c) or 5.11 and any indemnification for Taxes under Section 5.12); and, if such Lender is an Issuing Lender, the Borrower shall pay to the Administrative Agent for deposit in a cash collateral account as described in Section 12.2(b) an amount equal to the undrawn and unexpired amount of all Letters of Credit issued by such Issuing Lender, and upon such payments, the obligations of such Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that such Lender’s rights under Sections 5.9(c), 5.11, 5.12 and 14.2, and, in the case of an Issuing Bank, Sections 3.3(b) and 12.2(b), and its obligations under Section 13.7 shall survive such release and discharge as to matters occurring prior to such date. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.5(c) may not be reinstated.

SECTION 2.6. Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the earliest of (a) May 16, 2010, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a).

SECTION 2.7. Non-Funding Lenders. Anything contained herein to the contrary

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notwithstanding, if any Lender defaults (a “Non-Funding Lender”) in its obligation to fund (a “Funding Default”) any advances on Revolving Credit Loans (in each case, a “Defaulted Advance”), then (a) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Non-Funding Lender shall have been reduced to zero, any prepayment of the Revolving Credit Loans pursuant to Section 2.3 shall, if the Borrower so directs at the time of making such prepayment, be applied to the Revolving Credit Loans of other Lenders as if such Non-Funding Lender had no Revolving Credit Loans outstanding; (b) such Non-Funding Lender’s Revolving Credit Commitment and outstanding Revolving Credit Loans shall be excluded for purposes of calculating the commitment fee payable to Lenders pursuant to Section 5.3 in respect of any day during any Default Period with respect to such Non-Funding Lender, and such Non-Funding Lender shall not be entitled to receive any commitment fee pursuant to Section 5.3 for any Default Period with respect to such Non-Funding Lender; and (c) the aggregate amount of the Revolving Credit Loans as at any date of determination shall be calculated as if such Non-Funding Lender had funded all Defaulted Loans of such Non-Funding Lender. No Revolving Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.7, performance by the Borrower of its obligations hereunder shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.7. The rights and remedies against a Non-Funding Lender under this Section 2.7 are in addition to other rights and remedies that the Borrower, the Administrative Agent, and Issuing Lender or any other Lender may have against such Non-Funding Lender with respect to any Funding Default.

ARTICLE III LETTER OF CREDIT FACILITY

SECTION 3.1. L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue trade and standby letters of credit (“Letters of Credit”) for the account of the Borrower and its specified Subsidiaries on any Business Day from the Closing Date to but not including the Revolving Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided, however, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the L/C Obligations on account of Letters of Credit denominated in an Alternative Currency would exceed the Alternative Currency L/C Commitment, (c) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of L/C Obligations would exceed the Revolving Credit Commitment or (d) the L/C Obligations in respect of trade Letters of Credit would exceed $400,000,000 or the L/C Obligations in respect of standby Letters of Credit would exceed $50,000,000. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars or an Alternative Currency, if such Letter of Credit is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than ten Business Days prior to the Revolving Credit Termination Date, and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (x) such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law or (y) any Lender has defaulted in its obligation to fund Loans hereunder or is at such time a Defaulting Lender, unless the applicable Issuing Lender has entered into arrangements satisfactory to such Issuing Lender with the Borrower or such Lender, including the provision of sufficient cash collateral or other credit support acceptable to such Issuing Lender, to eliminate such Issuing Lender’s actual or potential

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Disproportionate Facility Risk (as defined below) with respect to such Lender as to either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has such actual or potential Disproportionate Facility Risk, as it may elect in its sole and absolute discretion. “Disproportionate Facility Risk” means, as of any date of determination, with respect to the Issuing Lender and any Defaulting Lender or Lender has defaulted in its obligation to fund Loans hereunder, the sum of (A) all unfunded participations in L/C Obligations at such date and (B) without duplication, all unfunded Base Rate Loans at such date that have been requested but not funded under Section 3.5(c) to refinance L/C Obligations, in each case allocable to such Defaulting Lender or Lender has defaulted in its obligation to fund Loans hereunder, other than L/C Obligations as to which cash collateral or other credit support satisfactory to the Administrative Agent and the Issuing Lender has been provided. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Outstanding Letter of Credit shall be deemed to have been issued under this Agreement.

SECTION 3.2. Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender at any Issuing Lender’s office at any address mutually acceptable to the Borrower and such Issuing Lender an Application therefor, including, if applicable, the office of such Issuing Lender’s Correspondent, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any Application, such Issuing Lender shall process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article VI hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. Within fifteen (15) Business Days after the end of each month, the Administrative Agent shall report to each Lender the average daily outstandings for each day in such month for all Letters of Credit during the previous month.

SECTION 3.3. Fees and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the “L/C Fee”) (i) with respect to each trade Letter of Credit, in an amount equal to the Applicable Margin for trade Letters of Credit times the average daily undrawn amount of such issued Letter of Credit as reported by the Administrative Agent pursuant to Section 3.2 and (ii) with respect to each standby Letter of Credit, in an amount equal to the Applicable Margin for standby Letters of Credit times the face amount of such Letter of Credit. Such fee shall be payable quarterly in arrears (x) for trade Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date and (y) for standby Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date.

          (b) In addition to the foregoing commission, the Borrower shall pay the Issuing Lenders an issuance fee of one tenth percent (1/10%) per annum on the face amount of each standby Letter of Credit, payable quarterly in arrears within fifteen (15) Business Days after the

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end of each calendar quarter of each calendar quarter and on the Revolving Credit Termination Date.

          (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants all fees received by the Administrative Agent in accordance with their respective Revolving Credit Commitment Percentages.

SECTION 3.4. L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Amount of such draft, or any part thereof, which is not so reimbursed.

          (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

          (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section 3.4, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, or any payment of interest on account thereof), such Issuing Lender will distribute to such L/C Participant its pro rata share thereof in accordance with such L/C Participant’s Revolving Credit Commitment Percentage; provided, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

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SECTION 3.5. Reimbursement. (a) Reimbursement by the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date the Administrative Agent notifies the Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender in connection with such payment (other than those payable pursuant to Section 3.5(b) below). Each such payment shall be made to any Issuing Lender at its address for notices specified herein (i) in Dollars if such Letter of Credit was denominated in Dollars or (ii) in Dollars or the applicable Alternative Currency, at the option of the Borrower, if such Letter of Credit was denominated in an Alternative Currency, and in each case, in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Article III from the day immediately following the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue.

          (b) Exchange Indemnification and Increased Costs. The Borrower shall, upon demand from any Issuing Lender or L/C Participant, pay to such Issuing Lender or L/C Participant, the amount of (i) any loss or cost or increased cost incurred by such Issuing Lender or L/C Participant, (ii) any reduction in any amount payable to or in the effective return on the capital to such Issuing Lender or L/C Participant, (iii) any currency exchange loss, in each case with respect to clauses (i), (ii) and (iii), that such Issuing Lender or L/C Participant sustains as a result of the Borrower’s repayment in Dollars of any Letter of Credit denominated in an Alternative Currency or (iv) any interest or any other return, including principal, foregone by such Issuing Lender as a result of the introduction of, change over to or operation of the euro in any member state participating in the euro. A certificate of such Issuing Lender setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Issuing Lender shall be conclusively presumed to be correct save for manifest error.

          (c) Reimbursement by the Lenders. If the Borrower fails to timely reimburse such Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount in Dollars equal to the Dollar Amount (as of the date of funding of such Base Rate Loan by each Lender) of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would violate the automatic stay under federal bankruptcy laws.

SECTION 3.6. Obligations Absolute. The Borrower’s obligations under this Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against any Issuing Lender or any beneficiary of a Letter of Credit. The Borrower also agrees with each Issuing Lender that no Issuing Lender shall be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of

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Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct. The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, shall be binding on the Borrower and shall not result in any liability of any Issuing Lender to the Borrower. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

SECTION 3.7 Effect of Application. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.

ARTICLE IV [RESERVED]

ARTICLE V GENERAL LOAN PROVISIONS

SECTION 5.1. Interest. (a) Interest Rate Options. Subject to the provisions of this Section 5.1, at the election of the Borrower, the aggregate principal balance of any Revolving Credit Loans shall bear interest at (i) the Base Rate plus the Applicable Margin or (ii) the LIBOR Rate plus the Applicable Margin; provided that LIBOR Rate Loans shall not be available until three (3) Business Days after the Closing Date unless the Borrower executes and delivers an indemnity in favor of the Administrative Agent and the Lenders in form and substance satisfactory to them. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2. Each Revolving Credit Loan or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan”, and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan.” Any Revolving Credit Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan.

                   (b) Interest Periods. In connection with each LIBOR Rate Loan, the Borrower, by giving notice at the times described in Section 5.1(a), shall elect an interest period (each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall be a period of one (1), two (2), three (3), or six (6) months (or nine (9) or twelve (12) months or any other period if available from all Lenders) with respect to each LIBOR Rate; provided that:

          (i) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

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     (ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

     (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

     (iv) no Interest Period shall extend beyond the Revolving Credit Termination Date; and

     (v) there shall be no more than six (6) Interest Periods for Revolving Credit Loans in effect at any time.

          (c) Default Rate. Subject to Section 12.3, at the discretion of the Administrative Agent and Required Lenders, upon the occurrence and during the continuance of an Event of Default, (i) the Borrower shall no longer have the option to request LIBOR Rate Loans, (ii) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum two percent (2%) in excess of the rate then applicable to LIBOR Rate Loans, as applicable, until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans, and (iii) all outstanding Base Rate Loans shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans. Interest shall continue to accrue on the amount of Revolving Credit Loans outstanding after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

          (d) Interest Payment and Computation. Interest on each Base Rate Loan shall be payable in arrears on the last Business Day of each calendar quarter commencing June 30, 2005; and interest on each LIBOR Rate Loan shall be payable on the last day of each Interest Period applicable thereto, and if such Interest Period exceeds three (3) months, at the end of each three (3) month interval during such Interest Period. Interest on LIBOR Rate Loans and all fees payable hereunder shall be computed on the basis of a 360-day year and assessed for the actual number of days elapsed and interest on Base Rate Loans shall be computed on the basis of a 365/66-day year and assessed for the actual number of days elapsed.

          (e) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under any of the Loan Documents charged or collected pursuant to the terms of this Agreement or pursuant to any other Loan Document exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by Lenders in excess of the maximum lawful rate or (ii) shall apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

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SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans. Provided that no Event of Default has occurred and is then continuing, the Borrower shall have the option (a) to convert all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b), (i) to convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a whole multiple of $250,000 in excess thereof into Base Rate Loans or (ii) to continue such LIBOR Rate Loans as LIBOR Rate Loans for an additional Interest Period; provided that if any conversion or continuation is made prior to the expiration of any Interest Period, the Borrower shall pay any amount required to be paid pursuant to Section 5.10 hereof. Whenever the Borrower desires to convert or continue Revolving Credit Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Revolving Credit Loan is to be effective (except in the case of a conversion of a LIBOR Rate Loan to a Base Rate Loan in which case same day notice by the Borrower shall be sufficient) specifying (A) the Revolving Credit Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Revolving Credit Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

SECTION 5.3. Fees. (a) Commitment Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Margin on the unused amount of the Revolving Credit Commitment. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter for the period commencing on the Amendment Date and ending on the Revolving Credit Termination Date. The Commitment Fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders’ respective Revolving Credit Commitment Percentages.

          (b) Administrative Agent’s and Other Fees. In order to compensate the Administrative Agent for its obligations hereunder, the Borrower agrees to pay to the Administrative Agent, for its account, the fees set forth in the separate fee letter agreement executed by the Borrower and the Administrative Agent dated April 26, 2005.

SECTION 5.4. Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any other Loan Document shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for

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notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the L/C Participants’ commissions shall be made in like manner, but for the account of the L/C Participants. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii), if any payment under this Agreement or any other Loan Document shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

SECTION 5.5. Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent’s fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

SECTION 5.6. Adjustments. If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any Collateral or other collateral in respect to the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and Collateral and other collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Extensions of Credit Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Extensions of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent. The obligations of the Lenders under this Agreement to make the Revolving Credit Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the amount to be borrowed on such date (which notice

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shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the proposed borrowing date in accordance with Sections 2.2(b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times (b) the daily average Federal Funds Rate during such period as determined by the Administrative Agent, times (c) a fraction the numerator of which is the number of days that elapse from and including such borrowing date to the date on which such amount not made available by such Lender in accordance with the terms hereof shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent with respect to any amounts owing under this Section 5.7 shall be conclusive, absent manifest error. If such Lender’s Revolving Credit Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the Administrative Agent with interest thereon at the rate per annum applicable to such borrowing, on demand, from the Borrower. The failure of any Lender to make available its Revolving Credit Commitment Percentage of any Revolving Credit Loan requested by the Borrower shall not relieve it or any other Lender of its obligation hereunder to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date.

SECTION 5.8. Joint and Several Liability of the Credit Parties. (a) Each of the Credit Parties is jointly and severally liable not merely as a surety but as a co-debtor for each and every Obligation. Each of the Credit Parties is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly or indirectly, of each of the Credit Parties and in consideration of the undertakings of each of the Credit Parties to accept joint and several liability for the Obligations.

          (b) Except as otherwise expressly provided herein, each Credit Party hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all advances of the Revolving Credit Loans and Letters of Credit made under this Agreement and the other Loan Documents, notice of occurrence of any Default or Event of Default, or of any demand for any payment under this Agreement and notice of any action at any time taken or omitted by the Administrative Agent or any Lender under or in respect of any of the Obligations hereunder. Each Credit Party hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of any of the Credit Parties and any other entity or person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Each Credit Party hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any default by any Credit Party in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by the Administrative Agent or any Lender in respect of any of the Obligations, and the taking, addition,

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substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Credit Party or any other entity or person primarily or secondarily liable for any Obligation. If for any reason any of the Credit Parties has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from any of the Credit Parties by reason of such Credit Party’s insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents shall nevertheless be binding on each of the other Credit Parties to the same extent as if such Credit Party at all times had been the sole obligor on such Obligations. The Obligations of each Credit Party under this Section 5.8 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Credit Party, the Administrative Agent or any Lender.

          (c) If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any of the Credit Parties, or otherwise, the provisions of this Section 5.8 will forthwith be reinstated in effect as though such payment had not been made.

          (d) Until the payment and performance in full of all the Obligations, none of the Credit Parties shall exercise and each hereby waives any rights against the other Credit Parties as a result of payment by such Credit Party hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and none of the Credit Parties will prove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; none of the Credit Parties will claim any set-off, recoupment or counterclaim against any of the other Credit Parties in respect of any liability of one Credit Party to another Credit Party. Each of the Credit Parties hereby agrees that the payment of any amounts due with respect to any indebtedness owing by any of the Credit Party to any other Credit Party is hereby subordinated to the prior payment in full in cash of the Obligations. Each Credit Party agrees that, after the occurrence and during the continuance of any Default or Event of Default hereunder, none of the Credit Parties will demand, sue for or otherwise attempt to collect any indebtedness of any other Credit Party to such Credit Party until all of the Obligations of the Credit Parties hereunder shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Credit Party shall collect, enforce or receive any amounts in respect of such indebtedness in violation of the foregoing sentence while any Obligations of the Credit Parties are still outstanding, such amounts shall be collected, enforced and received by such Credit Party as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of such Credit Party under the other provisions hereof.

SECTION 5.9. Changed Circumstances. (a) Circumstances Affecting LIBOR Rate Availability. If with respect to any Interest Period: (i) the Administrative Agent or any Lender (after consultation with Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in the applicable currency, in the applicable amounts are not being quoted via British Bankers’ Association Interest Settlement Rates (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits of the applicable currency in the London interbank market) or offered to the Administrative Agent or such Lender for such Interest Period; or (ii) the Required Lenders reasonably determine (which determination shall be

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conclusive) and notify the Administrative Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Required Lenders of funding LIBOR Rate Loans for such Interest Period; then the Administrative Agent shall forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Revolving Credit Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan as of the last day of such Interest Period.

          (b) Laws Affecting LIBOR Rate Availability. If, after the Closing Date, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the Closing Date of any such Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan or a Loan that bears interest at the Base Rate for the remainder of such Interest Period.

          (c) Increased Costs. If, after the Closing Date, the introduction of, or any change in, any Applicable Law, or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the Closing Date of such Authority, central bank or comparable agency:

     (i) shall subject any of the Lenders (or any of their respective Lending Offices) to any tax, duty or other charge with respect to any Revolving Credit Loan, Letter of Credit or Application or shall change the basis of taxation of payments to any of the Lenders (or any of their respective Lending Offices) of the principal of or interest on any Revolving Credit Loan, Letter of Credit or Application or any other amounts due under this Agreement in respect thereof (except for changes in the rate of tax on the overall net income of any of the Lenders or any of their respective Lending Offices imposed by the jurisdiction in which such Lender is organized or is or should be qualified to do business or such Lending Office is located); or

     (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance or capital or similar requirement against assets of, deposits with

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or for the account of, or credit extended by any of the Lenders (or any of their respective Lending Offices) or shall impose on any of the Lenders (or any of their respective Lending Offices) or the foreign exchange and interbank markets any other condition affecting any Revolving Credit Loan; and the result of any of the foregoing is to increase the costs to any of the Lenders of maintaining any LIBOR Rate Loan or issuing or participating in Letters of Credit or to reduce the yield or amount of any sum received or receivable by any of the Lenders under this Agreement or under any other Loan Document in respect of a LIBOR Rate Loan or Letter of Credit or Application, then such Lender may promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Borrower of such fact and demand compensation therefor and, within fifteen (15) days after such notice by the Administrative Agent, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or Lenders for such increased cost or reduction. The Administrative Agent and the applicable Lender will promptly notify the Borrower of any event of which it has knowledge which will entitle such Lender to compensation pursuant to this Section 5.9(c); provided, that the Administrative Agent shall incur no liability whatsoever to the Lenders or the Borrower in the event it fails to do so. The amount of such compensation shall be determined, in the applicable Lender’s reasonable discretion, based upon the assumption that such Lender funded its Revolving Credit Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

          (d) Mitigation Obligations; Replacement of Lenders.

          (i) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to this Section 5.9 or Section 5.12, as the case may be, in the future and (B) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

          (ii) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, or if any Lender defaults in its obligation to fund Loans hereunder or is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.10), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written

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consent of the Administrative Agent (and, if a participation in a Letter of Credit is being assigned, the Issuing Lender that issued such Letter of Credit), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (C) in the case of any such assignment resulting from a claim for compensation under this Section 5.9, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 5.10. Indemnity. The Borrower hereby indemnifies each of the Lenders against any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow on a date specified therefor in a Notice of Revolving Credit Borrowing or Notice of Continuation/Conversion or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last day of the Interest Period therefor. The amount of such loss, cost or expense to any Lender shall be deemed to equal an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid, were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the London interbank market; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.11. Capital Requirements. If either (a) the introduction of, or any change in, or in the interpretation of, any Applicable Law or (b) compliance with any guideline or request issued after the Closing Date from any central bank or comparable agency or other Governmental Authority (whether or not having the force of law), has or would have the effect of reducing the rate of return on the capital of, or has affected or would affect the amount of capital required to be maintained by, any Lender or any corporation controlling such Lender as a consequence of, or with reference to any Lender’s Revolving Credit Commitment and other commitments of this type, below the rate which the Lender or such other corporation could have achieved but for such introduction, change or compliance, then within five (5) Business Days after written demand by any such Lender, the Borrower shall pay to such Lender from time to time as specified by such Lender additional amounts sufficient to compensate such Lender or other corporation for such reduction; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such lender has actual knowledge of the event resulting in such

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increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.12. Taxes. (a) Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Notes or Letters of Credit) and (ii) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or Letter of Credit to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

     (b) Stamp and Other Taxes. In addition, the Borrower shall pay any present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans, the Letters of Credit, the other Loan Documents (hereinafter referred to as “Other Taxes”).

     (c) Indemnity. The Borrower shall indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 5.12) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate as to the amount of such payment or liability prepared by a Lender or the Administrative Agent, absent manifest error, shall be conclusive, provided that if the Borrower reasonably believes that such Taxes or Other Taxes were not correctly or legally asserted, such

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Lender or the Administrative Agent (as the case may be) shall use reasonable efforts to cooperate with the Borrower, at the Borrower’s expense, to obtain a refund of such Taxes or Other Taxes. Such indemnification shall be made within thirty (30) days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. If a Lender or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it promptly shall notify the Borrower of the availability of such refund and shall, within sixty (60) days after receipt of a request by the Borrower pursue or timely claim such refund at the Borrower’s expense. If any Lender or the Administrative Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender or the Administrative Agent has received payment from the Borrower hereunder, it promptly shall repay such refund (plus interest received, if any) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.12 with respect to Taxes or Other Taxes giving rise to such refund), provided that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus any penalties, interest or other charges required to be paid) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund to the relevant taxing authority.

          (d) Evidence of Payment. Within thirty (30) days after the date of any payment of Taxes or Other Taxes, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 14.1, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment satisfactory to the Administrative Agent.

          (e) Delivery of Tax Forms. Each Foreign Lender shall deliver to the Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance (i) two United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms), properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each Foreign Lender further agrees to deliver to the Borrower, with a copy to the Administrative Agent, a Form W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax.

          (f) Survival. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 5.12 shall survive the payment in full of the Obligations and the termination of the Revolving Credit Commitment.

ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING

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SECTION 6.1. Closing. The closing shall take place at the offices of Shearman & Sterling LLP at 10:00 a.m. on May 16, 2005 or at such other location, on such other date and at such other time as the parties hereto shall mutually agree.

SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit. The obligation of the Lenders to close this Agreement and to make the initial Revolving Credit Loans or issue the initial Letters of Credit is subject to the satisfaction or waiver of each of the following conditions:

     (a) Executed Loan Documents. This Agreement and the Revolving Credit Notes (to the extent requested as provided herein) shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Administrative Agent.

     (b) Closing Certificates; Etc.

     (i) Officers’ Certificate of the Borrower. The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the closing conditions has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

     (ii) General Certificate of each Credit Party. The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing, in the case of the Borrower, the borrowings contemplated hereunder and, in the case of each Credit Party, the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.

     (iii) Opinions of Counsel. The Administrative Agent shall have received favorable opinions of Ira M. Dansky, General Counsel to the Borrower, Cravath, Swaine & Moore LLP, special counsel to the Borrower, Schnader Harrison Segal & Lewis LLP, Pennsylvania counsel to the Borrower, and Drinker Biddle & Reath LLP, New Jersey counsel to the Borrower, each addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Lenders shall reasonably request.

     (c) Consents; Defaults.

     (i) Governmental and Third Party Approvals. The Borrower shall have obtained all material approvals, authorizations and consents of any Person and of all Governmental Authorities and courts having jurisdiction with respect to the transactions

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contemplated by this Agreement and the other Loan Documents.

     (ii) No Event of Default. No Default or Event of Default shall have occurred and be continuing.

     (d) Financial Matters.

     (i) Financial Statements. The Administrative Agent shall have received the audited Consolidated financial statements of Jones Apparel Group and its Subsidiaries for the Fiscal Year ended on December 31, 2004 and the unaudited financial statements of Jones Apparel Group and its Subsidiaries for the fiscal quarter ended on April 2, 2005.

     (ii) Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified by a Responsible Officer, that the financial projections previously delivered to the Administrative Agent were prepared in good faith based upon assumptions believed to be reasonable at the time.

     (iii) Payment at Closing; Fee Letters. The Borrower shall have paid the fees set forth or referenced in Section 5.3(c) and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, reasonable legal fees and expenses) to the Administrative Agent and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents. The Administrative Agent shall have received duly authorized and executed copies of the fee letter agreement referred to in Section 5.3(c).

     (e) Miscellaneous.

     (i) Notice of Revolving Credit Borrowing. The Administrative Agent shall have received a Notice of Revolving Credit Borrowing from the Borrower in accordance with Section 2.2(a), and a Notice of Account Designation specifying the account or accounts to which the proceeds of any Revolving Credit Loans made after the Closing Date are to be disbursed.

     (ii) Proceedings and Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Lenders.

     (iii) Investment Policy. The Borrower shall have delivered to the Administrative Agent a true and complete copy of the investment policy referenced in Section 11.4(b) in form and content reasonably acceptable to the Administrative Agent.

     (f) Refinancing. On the Closing Date hereunder, (i) all outstanding loans under the Prior Credit Agreement (“Existing Loans”) shall be replaced by Revolving Credit Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Closing Date, reflect the Revolving Credit Commitment of the Lenders hereunder, (ii) all outstanding letters of credit issued pursuant to the Prior Credit Agreement shall be deemed Letters of Credit

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hereunder and each Lender shall purchase a participation therein pursuant to Section 3.4 in accordance with its Revolving Credit Commitment Percentage, (iii) there shall have been paid in cash in full all accrued but unpaid interest due on the Existing Loans up to but excluding the Closing Date, (iv) there shall have been paid in cash in full all accrued but unpaid fees due under the Prior Credit Agreement up to but excluding the Closing Date and all other amounts, costs and expenses then owing to any of the Prior Lenders and/or any Agent, as agent under the Prior Credit Agreement, in each case to the satisfaction of such Agent or Prior Lender, as the case may be, regardless of whether or not such amounts would otherwise be due and payable at such time pursuant to the terms of the Prior Credit Agreement, (v) all outstanding promissory notes issued by the Borrower to the Prior Lenders under the Prior Credit Agreement shall be deemed canceled and the originally executed copies thereof shall be canceled and promptly returned to the Administrative Agent who shall promptly forward such notes to the Borrower and (vi) the commitments and, except as expressly set forth in the Prior Credit Agreement, other obligations and rights of the Borrower and the Prior Lenders shall be terminated without any further action hereunder or thereunder.

SECTION 6.3. Conditions to Extensions of Credit. The obligations of the Lenders to make any Extensions of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing or issue date, as applicable:

     (a) Continuation of Representations and Warranties. The representations and warranties contained in Article VII shall be true and correct on and as of such borrowing or issuance date with the same effect as if made on and as of such date; except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

     (b) No Existing Default. No Default or Event of Default shall have occurred and be continuing hereunder (i) on the borrowing date with respect to such Revolving Credit Loan or after giving effect to the Revolving Credit Loans to be made on such date or (ii) on the issue, extension or renewal date with respect to such Letter of Credit or after giving effect to such Letter of Credit on such date.

     (c) Borrowing Availability Limit. In the case of an Extension of Credit consisting of a Revolving Credit Loan, the Borrowing Availability Limit shall exceed the aggregate principal amount of all Revolving Credit Loans outstanding after giving effect to the Revolving Credit Loans to be made on such date, as set forth in the Notice of Revolving Credit Borrowing.

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

SECTION 7.1. Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and Lenders that:

     (a) Organization; Power; Qualification. Each of the Credit Parties and their Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such

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qualification and authorization, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (b) Ownership. Each Subsidiary of each of the Credit Parties as of the Amendment Date is listed on Schedule 7.1(b). As of the Amendment Date, the capitalization of the Credit Parties and their Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 7.1(b). As of the Amendment Date, all outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The shareholders of the Subsidiaries of the Credit Parties and the number of shares owned by each as of the Amendment Date are described on Schedule 7.1(b). As of the Amendment Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of capital stock of the Credit Parties or their Subsidiaries, except as described on Schedule 7.1(b).

     (c) Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their respective terms. Each of the Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

     (d) Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. None of (w) the execution, delivery and performance by the Credit Parties and their Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the borrowings hereunder and the transactions contemplated hereby, (x) the grant by the Collateral Grantors of the Liens granted by them pursuant to the Collateral Documents, (y) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (z) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents: do or will, by the passage of time, the giving of notice or otherwise, (i) require any of the Credit Parties or any of their Subsidiaries to obtain any Governmental Approval not otherwise already obtained or violate any Applicable Law relating to the Credit Parties or any of their Subsidiaries, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Credit Parties or any of their Subsidiaries or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person except as could not reasonably be expected to have a Material Adverse Effect, or (iii) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any material Lien upon or with respect to any property now owned or hereafter acquired by such Person.

     (e) Compliance with Law; Governmental Approvals. Other than with respect to

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environmental matters, which are treated exclusively in Section 7.1(h) hereof, each of the Credit Parties and their Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, and (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties; in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (f) Tax Returns and Payments. Each of the Credit Parties and their Subsidiaries has timely filed or caused to be timely filed all federal and state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except (a) taxes that are being contested in good faith by appropriate proceedings and for which such Credit Party or Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. No Governmental Authority has asserted any material Lien or other claim against the Credit Parties or any Subsidiary thereof with respect to unpaid taxes (except for taxes not yet due) which has not been discharged or resolved.

     (g) Intellectual Property Matters. Each of the Credit Parties and its Subsidiaries owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. No event has occurred which, to the knowledge of the Credit Parties, permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and, to the knowledge of the Credit Parties, neither the Credit Parties nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except as could not reasonably be expected to have a Material Adverse Effect.

     (h) Environmental Matters. Except as could not reasonably be expected to have a Material Adverse Effect:

     (i) The properties of the Credit Parties and their Subsidiaries do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could give rise to liability under applicable Environmental Laws;

     (ii) The properties of the Credit Parties and their Subsidiaries and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or about such properties or such operations in amounts or concentrations which could reasonably be expected to interfere with the continued operation of such properties;

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     (iii) Neither any of the Credit Parties nor any Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, nor does any of the Credit Parties or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened;

     (iv) To the knowledge of the Credit Parties, Hazardous Materials have not been transported or disposed of from the properties of the Credit Parties or any of their Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, Environmental Laws, nor, to the knowledge of the Credit Parties, have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner which could reasonably be expected to give rise to liability under, any Environmental Laws;

     (v) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Credit Parties, threatened, under any Environmental Law to which any of the Credit Parties or any Subsidiary thereof will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the properties or operations of the Credit Parties and their Subsidiaries; and

     (vi) To the knowledge of the Credit Parties, there has been no release, or to the best of the Credit Parties’ knowledge, the threat of release, of Hazardous Materials at or from the properties of the Credit Parties or any of their Subsidiaries, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

     (i) ERISA.

     (i) Each of the Credit Parties and each ERISA Affiliate is in compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except where any such non-compliance could not reasonably be expected to have a Material Adverse Effect. Except for any failure that would not reasonably be expected to have a Material Adverse Effect, each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability that could reasonably be expected to result in a Material Adverse Effect has been incurred by the Credit Parties or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;

     (ii) No accumulated funding deficiency (as defined in Section 412 of the Code) has been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan;

     (iii) Neither the Credit Parties nor any ERISA Affiliate has: (A) engaged in a

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nonexempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required installment or other required payment under Section 412 of the Code except where any of the foregoing individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect;

     (iv) No Termination Event that could reasonably be expected to result in a Material Adverse Effect has occurred or is reasonably expected to occur; and

     (v) No proceeding, claim, lawsuit and/or investigation is existing or, to the knowledge of the Credit Parties, threatened concerning or involving any Employee Benefit Plan that could reasonably be expected to result in a Material Adverse Effect.

     (j) Margin Stock. Neither the Credit Parties nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock, unless the Credit Parties shall have given the Administrative Agent and Lenders prior notice of such event and such other information as is reasonably necessary to permit the Administrative Agent and Lenders to comply, in a timely fashion, with all reporting obligations required by Applicable Law, or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

     (k) Government Regulation. Neither the Credit Parties nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940, as amended).

     (l) Burdensome Provisions. Neither the Credit Parties nor any Subsidiary thereof is a party to any indenture, agreement, lease or other instrument, or subject to any corporate or partnership restriction, Governmental Approval or Applicable Law which is so unusual or burdensome as in the foreseeable future could be reasonably expected to have a Material Adverse Effect. The Credit Parties and their Subsidiaries do not presently anticipate that future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect.

     (m) Financial Statements. The (i) Consolidated balance sheets of Jones Apparel Group and its Subsidiaries as of December 31, 2007, and the related statements of income, stockholders’ equity and cash flows for the Fiscal Years then ended and (ii) unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of April 5, 2008, and related unaudited interim statements of income, stockholders’ equity and cash flows, copies of which have been furnished to the Administrative Agent and each Lender, are complete in all material respects and fairly present in all material respects the assets, liabilities and financial position of Jones Apparel Group and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended, subject to normal year end adjustments. All such

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financial statements, including the related notes thereto, have been prepared in accordance with GAAP.

     (n) No Material Adverse Change. Since December 31, 2007, there has been no Material Adverse Effect.

     (o) Liens. None of the properties and assets of the Credit Parties or any Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to Section 11.3.

     (p) Debt and Guaranty Obligations. Schedule 7.1(p) is a complete and correct listing of all Debt and Guaranty Obligations of the Credit Parties and their Subsidiaries as of the Amendment Date in excess of $5,000,000.

     (q) Litigation. Except for matters existing on the Amendment Date and set forth on Schedule 7.1(q), there are no actions, suits or proceedings pending nor, to the knowledge of the Credit Parties, threatened against or affecting the Credit Parties or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority, which could reasonably be expected to have a Material Adverse Effect or which relate to the enforceability of any Loan Documents.

     (r) Absence of Defaults. To the knowledge of the Credit Parties, no event has occurred and is continuing which constitutes a Default or an Event of Default.

     (s) Accuracy and Completeness of Information. The Credit Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which they or any of their Subsidiaries are subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The written information, taken as a whole, furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

     (t) The Collateral Documents, upon execution and delivery by the parties thereto, are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject to such agreements and, when financing statements in appropriate form are filed, such security interest shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Collateral, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other Person to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than with respect to the rights of Persons pursuant to Liens permitted by Section 11.3.

SECTION 7.2. Survival of Representations and Warranties, Etc. All representations and warranties set forth in this Article VII and all representations and warranties contained in any

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certificate delivered in connection with this Agreement, or any of the Loan Documents (including but not limited to any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date, shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VIII FINANCIAL INFORMATION AND NOTICES

          Until all the Obligations (other than Obligations under Hedging Agreements) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will furnish or cause to be furnished to the Administrative Agent (which the Administrative Agent will promptly furnish to the Lenders at their respective addresses as set forth on Schedule 1.1(a), or such other office as may be designated to the Administrative Agent from time to time):

SECTION 8.1. Financial Statements and Projections. (a) Quarterly Financial Statements. As soon as practicable and in any event within forty-five (45) days after the end of the first three fiscal quarters of each Fiscal Year, an unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of the close of such fiscal quarter unaudited Consolidated statements of stockholders’ equity and cash flows for the portion of the Fiscal Year then ended, and unaudited Consolidated statements of income for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the preceding Fiscal Year and prepared by Jones Apparel Group in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a Responsible Officer to present fairly in all material respects the financial condition of Jones Apparel Group and its Subsidiaries as of their respective dates and the results of operations of Jones Apparel Group and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments.

          (b) Annual Financial Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, an audited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by a nationally recognized independent certified public accounting firm in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by Jones Apparel Group or any of its Subsidiaries or with respect to accounting principles followed by Jones Apparel Group or any of its Subsidiaries not in accordance with GAAP.

          (c) Monthly Financial Statements. As soon as practicable and in any event within twenty-five (25) days after the end of each month that is not the last month of a fiscal quarter, an unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as

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of the close of such month, unaudited Consolidated financial statement of stockholders’ equity and cash flows for the portion of the Fiscal Year then ended, and unaudited Consolidated statements of income for the fiscal month and year to date periods then ended and for the corresponding periods of (or, in the case of the balance sheet, as of the end of) the preceding Fiscal Year and prepared by Jones Apparel Group in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a Responsible Officer to present fairly in all material respects the financial condition of Jones Apparel Group and its Subsidiaries as of their respective dates and the results of operations of Jones Apparel Group and its Subsidiaries for the respective periods then ended.

SECTION 8.2. Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Section 8.1(a) or (b) a certificate of a Responsible Officer in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

SECTION 8.3. Accountants’ Certificate. At each time financial statements are delivered pursuant to Section 8.1(b), a certificate of the independent public accountants certifying such financial statements addressed to the Administrative Agent for the benefit of the Lenders:

     (a) stating that in making the examination necessary for the certification of such financial statements, they obtained no knowledge of any Default or Event of Default or, if such is not the case, specifying such Default or Event of Default and its nature and period of existence; and

     (b) including the calculations prepared by such accountants required to establish whether or not the Credit Parties and their Subsidiaries are in compliance with the financial covenants set forth in Article X hereof as at the end of each respective period.

SECTION 8.4. Other Reports. (a) Promptly but in any event within ten (10) Business Days after the filing thereof, a copy of (i) each report or other filing made by the Credit Parties or any or their Subsidiaries with the Securities and Exchange Commission and required by the Securities and Exchange Commission to be delivered to the shareholders of the Credit Parties or any or their Subsidiaries, (ii) each report made by the Credit Parties or any of their Subsidiaries to the Securities and Exchange Commission on Form 8-K and (iii) each final registration statement of the Credit Parties or any of their Subsidiaries filed with the Securities and Exchange Commission, except in connection with pension plans and other employee benefit plans; and

          (b) Such other information regarding the Collateral, operations, business affairs and financial condition of the Credit Parties or any of their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

SECTION 8.5. Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after a principal officer of the Credit Parties obtains knowledge thereof) telephonic (confirmed in writing) or written notice of:

     (a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Credit Parties or any Subsidiary thereof or any of their respective properties, assets or businesses which in the reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect;

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     (b) any notice of any violation received by the Credit Parties or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to have a Material Adverse Effect;

     (c) any Default or Event of Default; and

     (d) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Credit Parties or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by the Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Credit Parties obtaining knowledge or reason to know that the Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA.

SECTION 8.6. Accuracy of Information. All written information, reports, statements and other papers and data furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender (other than financial forecasts) whether pursuant to this Article VIII or any other provision of this Agreement, shall be, at the time the same is so furnished, true and complete in all material respects.

ARTICLE IX AFFIRMATIVE COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner provided for in Section 14.11, the Credit Parties will, and will cause each of their Subsidiaries to:

SECTION 9.1. Preservation of Corporate Existence and Related Matters. Except as permitted by Section 11.5, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction where the nature and scope of its activities require it to so qualify under Applicable Law in which the failure to so qualify would have a Material Adverse Effect.

SECTION 9.2. Maintenance of Property. Protect and preserve all properties useful in and material to its business, including copyrights, patents, trade names and trademarks; maintain in good working order and condition all buildings, equipment and other tangible real and personal property material to the conduct of its business, ordinary wear and tear excepted; and from time to time make or cause to be made all renewals, replacements and additions to such property necessary for the conduct of its business, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

SECTION 9.3. Insurance. Maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law including, without limitation, hazard and business interruption coverage.

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SECTION 9.4. Accounting Methods and Financial Records. Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.

SECTION 9.5. Payment and Performance of Obligations. Pay and perform all Obligations under this Agreement and the other Loan Documents, and pay (a) all material taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) subject to the thresholds and other limitations set forth in Section 12.1(f) or Section 12.1(g), all other material indebtedness, obligations and liabilities in accordance with customary trade practices; provided, that the Credit Parties or such Subsidiary may contest any item described in clause (a) or (b) of this Section 9.5 in good faith so long as adequate reserves are maintained with respect thereto to the extent required by GAAP. It is expected that all payments in respect of the Obligations, the Existing Debt Securities and the Additional Debt Securities will be made by the Borrower.

SECTION 9.6. Compliance With Laws and Approvals. Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to observe or comply could not reasonably be expected to have a Material Adverse Effect.

SECTION 9.7. Environmental Laws. In addition to and without limiting the generality of Section 9.6, (a) comply with, and use best efforts to ensure such compliance by all tenants and subtenants, with all applicable Environmental Laws and obtain and comply with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except where the failure to comply could not reasonably have a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws except (i) where the failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) to the extent the Credit Parties or any of their Subsidiaries are contesting, in good faith, any such requirement, order or directive before the appropriate Governmental Authority so long as adequate reserves are maintained with respect thereto to the extent required by GAAP, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Credit Parties or such Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor.

SECTION 9.8. Compliance with ERISA. In addition to and without limiting the generality of Section 9.6, (a) comply with all applicable provisions of ERISA and the Code and the regulations

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and published interpretations thereunder with respect to all Employee Benefit Plans, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, (b) not take any action or fail to take action the result of which would result in a liability to the PBGC or to a Multiemployer Plan in an amount that could reasonably be expected to have a Material Adverse Effect, and (c) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan concerning compliance with this covenant as may be reasonably requested by the Administrative Agent.

SECTION 9.9. Conduct of Business. Engage only in businesses in substantially the same fields as the businesses conducted on the Closing Date (including, without limitation, the apparel, footwear, handbags, accessories, jewelry, denim and cosmetics or other women’s accoutrements industries generally) and in lines of business reasonably related thereto (collectively, “Permitted Lines of Business”), or as otherwise permitted pursuant to the terms of this Agreement.

SECTION 9.10. Visits and Inspections. Permit representatives of the Administrative Agent or any Lender, from time to time upon reasonable prior notice to visit and inspect its properties; inspect and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects.

SECTION 9.11. Use of Proceeds. The Credit Parties shall use the proceeds of the Loans and the Letters of Credit to (a) refinance certain existing Debt, (b) for working capital and general corporate purposes of the Credit Parties and their Subsidiaries, including acquisitions and stock repurchases, and (c) the payment of certain fees and expenses incurred in connection with the transactions contemplated hereby or thereby.

     SECTION 9.12. Further Assurances (a) Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, correct, and cause each of its Subsidiaries promptly to correct, any material defect or error that may be discovered in any Collateral Document or in the execution, acknowledgment, filing or recordation thereof, and

          (b) Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, agreements, mortgages, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) to the fullest extent permitted by applicable law, subject any Collateral Grantor’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (ii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iii) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Collateral Document or under any other instrument executed in connection with any Collateral Document to which any Collateral Grantor is or is to be a party, and cause each of its Subsidiaries to do so.

     SECTION 9.13. Covenant to Add Additional Obligors and Give Security. (x) Upon the formation or acquisition of any new direct or indirect Significant Subsidiaries by any Credit Party, then in each case at the Borrower’s expense:

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     (a) in connection with the formation or acquisition of a Significant Subsidiary that is not an entity that is a controlled foreign corporation of Jones Apparel Group under Section 957 of the Internal Revenue Code (a “CFC”), within 10 days after such formation or acquisition, cause each such Subsidiary to duly execute and deliver to the Administrative Agent an assumption agreement, in form and substance satisfactory to the Administrative Agent, pursuant to which such Significant Subsidiary will become an Additional Obligor party to this Agreement,

     (b) within 15 days after such formation or acquisition of any new Significant Subsidiary that is not a CFC, cause such Subsidiary to duly execute and deliver to the Administrative Agent security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to, the Administrative Agent, securing payment of all of the Secured Obligations of such Subsidiary,

     (c) within 30 days after such formation or acquisition, take, and cause each newly acquired or newly formed Significant Subsidiary (other than any Subsidiary that is a CFC) to take, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the security agreement supplements and security agreements delivered pursuant to this Section 9.13, enforceable against all third parties in accordance with their terms,

     (d) within 60 days after such formation or acquisition, deliver to the Administrative Agent a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Credit Parties acceptable to the Administrative Agent as to (1) the matters contained in clauses (a), (b) and (c) above, (2) such assumption agreements, security agreement supplements and security agreements being legal, valid and binding obligations of each Credit Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (c) above, (3) such filings and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Administrative Agent may reasonably request.

          (y) With respect to any Grantor (as defined in the Collateral Documents) and any Significant Subsidiary of the Credit Parties on the Amendment Date, at the Borrower’s expense:

     (e) within 15 days after the Amendment Date, cause each such Grantor or Significant Subsidiary to duly execute and deliver to the Administrative Agent an assumption agreement, in form and substance satisfactory to the Administrative Agent, pursuant to which such Grantor or Significant Subsidiary will become an Additional Obligor party to this Agreement,

     (f) within 15 days after the Amendment Date, cause such Grantor or Significant Subsidiary, to the extent that it has not already done so, to duly execute and deliver to the Administrative Agent security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to, the Administrative Agent, securing payment of all of the Secured Obligations of such Subsidiary,

     (g) within 30 days after the Amendment Date, take, and cause each such Grantor

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or Significant Subsidiary, to the extent that it has not already done so, to take, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the security agreement supplements and security agreements delivered pursuant to this Section 9.13, enforceable against all third parties in accordance with their terms,

     (h) within 30 days after the Amendment Date, deliver to the Administrative Agent a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Credit Parties acceptable to the Administrative Agent as to (1) the matters contained in clauses (e), (f) and (g) above, (2) such assumption agreements, security agreement supplements and security agreements being legal, valid and binding obligations of each Credit Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (g) above, (3) such filings and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Administrative Agent may reasonably request.

ARTICLE X FINANCIAL COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties and their Subsidiaries on a Consolidated basis will not:

SECTION 10.1. Interest Coverage Ratio. As of the last day of each fiscal quarter listed below, permit the Interest Coverage Ratio for the period of four (4) consecutive fiscal quarters ending on such date, to be less than the ratio set forth opposite such date:

Fiscal Quarter Ended	Ratio
December 31, 2008	1.70 to 1.00
April 4, 2009	1.70 to 1.00
July 4, 2009	1.70 to 1.00
October 3, 2009	1.70 to 1.00
December 31, 2009	1.85 to 1.00
April 3, 2010	1.85 to 1.00

SECTION 10.2. Covenant Debt to EBITDA Ratio. As of the last day of each fiscal quarter listed below, permit the Covenant Debt to EBITDA Ratio to be more than the ratio set forth opposite such date:

Fiscal Quarter Ended	Ratio
December 31, 2008	4.50 to 1.00
April 4, 2009	4.50 to 1.00
July 4, 2009	4.50 to 1.00
October 3, 2009	4.35 to 1.00
December 31, 2009	3.25 to 1.00
April 3, 2010	3.25 to 1.00

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SECTION 10.3. Asset Coverage Ratio. As of the end of each fiscal quarter, permit the Asset Coverage Ratio to be less than 1.75.

ARTICLE XI NEGATIVE COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment has expired or been terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will not and will not permit any of their Subsidiaries to:

SECTION 11.1. Limitations on Debt and Guaranty Obligations. Create, incur, assume or suffer to exist any Debt, including Guaranty Obligations, except:

     (a) the Obligations of the Credit Parties;

     (b) [Reserved];

     (c) Debt existing on the Amendment Date, as set forth on Schedule 7.1(p);

     (d) Debt of the Credit Parties and their Subsidiaries, not otherwise permitted under this Section 11.1, incurred in connection with (i) Capitalized Leases, (ii) purchase money Debt and (iii) Debt of a Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by any Credit Party or otherwise became a Subsidiary of such Credit Party, or Debt assumed by a Credit Party or a Subsidiary thereof in connection with an asset acquisition which Debt was outstanding prior to the date of such asset acquisition (in each case, other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of such Credit Party or was otherwise acquired by such Credit Party or pursuant to which such assets were acquired);

     (e) additional Debt of the Credit Parties, not otherwise permitted under this Section 11.1, in an aggregate outstanding amount not to exceed $50,000,000 (or the equivalent Dollar Amount for borrowings denominated in currencies other than Dollars) on any date of determination so long as no Default or Event of Default exists on the date any such additional Debt is created or arises as a result of any borrowing thereunder;

     (f) additional Debt of Subsidiaries of the Credit Parties (that are not themselves Credit Parties) not otherwise permitted under this Section 11.1, in an aggregate outstanding amount not to exceed $15,000,000 (or the equivalent Dollar Amount for borrowings denominated in currencies other than Dollars) on any date of determination;

     (g) Debt of the Credit Parties to any Subsidiary or any other Credit Party and of any Subsidiary to the Credit Parties or any other Subsidiary;

     (h) Debt of the Credit Parties and their Subsidiaries arising under Open Account Agreements in an aggregate amount not to exceed $200,000,000 (or the equivalent Dollar Amount for borrowings denominated in currencies other than Dollars) on any date of determination; and

     (i) Debt incurred in respect of the extension, renewal, refinancing (including

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defeasance), replacement or refunding (collectively, the “refinancing”) of Debt incurred pursuant to clause (a), (b), (c) or (e); provided, that (i) such Debt is an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) not in excess of the sum of (x) the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being refinanced and (y) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing, (ii) the average life of such Debt is equal to or greater than the average life of the Debt being refinanced, (iii) the stated maturity of such Debt is no earlier than the stated maturity of the Debt being refinanced; and (iv) the new Debt shall not be senior in right of payment to the Debt that is being refinanced; provided, that none of the Debt permitted to be incurred by this Section shall expressly restrict, limit or otherwise encumber (unless such restriction, limitation or other encumbrance is a Permitted Encumbrance (as defined below)), the ability of any Subsidiary of the Credit Parties to make any payment to the Credit Parties or any of their Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Credit Parties to pay the Obligations. For purposes of this Section 11.1, with regard to any Debt, a “Permitted Encumbrance” shall mean any restriction, limitation or other encumbrance that applies solely if a default or event of default (other than a default resulting solely from the breach of a representation or warranty) occurs and is continuing under such Debt; provided further that, with respect to any default or event of default (other than a payment default, including as a result of acceleration, or a bankruptcy event with respect to the obligor of such Debt), such encumbrance or restriction may not prohibit dividends to the Credit Parties or any Subsidiary thereof to pay the Obligations for more than one hundred eighty (180) days in any consecutive three hundred sixty (360) day period.

SECTION 11.2. [Reserved].

SECTION 11.3. Limitations on Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (including without limitation shares of capital stock or other ownership interests), real or personal, whether now owned or hereafter acquired, except:

     (a) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) 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;

     (b) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings;

     (c) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation or obligations under customer service contracts;

     (d) Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which do not, in

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any case, materially detract from the value of such property or materially impair the use thereof in the ordinary conduct of business;

     (e) Liens created under the Loan Documents and other Liens for the benefit of the Administrative Agent and the Secured Parties;

     (f) Liens incurred in the ordinary course of business not to exceed $10,000,000 in the aggregate outstanding in addition to Liens existing on the Amendment Date;

     (g) Liens existing on any property or asset prior to the acquisition thereof by the Credit Parties or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary or is merged with or into the Credit Parties or any Subsidiary after the Amendment Date prior to the time such Person becomes a Subsidiary or is so merged;

     (h) Liens in existence on the Amendment Date and described on Schedule 11.3;

     (i) Liens securing Debt incurred in connection with Capitalized Leases and purchase money Debt permitted under Section 11.1(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the related asset, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt, (iii) the amount of Debt secured thereby is not increased and (iv) the principal amount of Debt secured by any such Lien shall at no time exceed one hundred percent (100%) of the original purchase price of such property at the time it was acquired;

     (j) Liens incurred to secure appeal bonds and judgment and attachment Liens in respect of judgments or orders that do not constitute an Event of Default under Section 12.1(m);

     (k) 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 deposit accounts or other funds maintained with a creditor depository institution;

     (l) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (m) Liens arising in the ordinary course of business that do not secure monetary obligations;

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

     (o) Liens securing Debt or other obligations between the Credit Parties and a Subsidiary or between Subsidiaries or Credit Parties;

     (p) Liens granted to any bank or other institution securing the payments to be made to such bank or other institution by the Credit Parties or a Subsidiary of the Credit Parties pursuant to any Hedging Agreement; provided that, such agreements are entered into in, or are incidental to, the ordinary course of business; and

     (q) The refinancing of any Lien referred to in clause (g), (h), (i) or (p) provided,

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that the principal amount of Debt (or, if incurred with original issue discount, an aggregate issue price) secured thereby and not otherwise authorized by clause (g), (h), (i) or (p) shall not exceed the principal amount of Debt (or if incurred without original issue discount, the aggregate accreted value) plus any fees and expenses, including premiums and defeasance costs, payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding;

provided, that, in no event shall any Liens permitted in accordance with clause (f), (j) or (m) be granted after the Amendment Date with respect to any intellectual property of the Credit Parties or any of their Subsidiaries.

SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, “Investments”) except:

     (a) Investments in Subsidiaries existing on the Amendment Date and the other existing loans, advances and Investments described on Schedule 11.4;

     (b) Investments made in accordance with the Permitted Investment Policy as in effect on the Amendment Date;

     (c) Investments by the Credit Parties or any Subsidiary, including Investments in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition or the consummation of such Investment, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Jones Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Jones Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) the price for such Investment, together with all other Investments made in accordance with this clause (c) after the Amendment Date, does not exceed $10,000,000 in the aggregate;

     (d) Investments set forth on Schedule 11.4 (other than Investments in Subsidiaries) in an amount not to exceed $10,000,000;

     (e) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding

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amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and

     (f) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

SECTION 11.5. Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except so long as no Default or Event of Default has occurred and is continuing, or would result therefrom:

     (a) any Credit Party may merge or consolidate with or into any Person; provided that (i) such Credit Party shall be the survivor of such merger or consolidation or (ii) the survivor assumes and succeeds to the Obligations of such Credit Party pursuant to an assumption agreement in form reasonably satisfactory to the Administrative Agent and the Required Lenders;

     (b) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Credit Parties;

     (c) any Wholly-Owned Subsidiary may merge or consolidate with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 11.4(b), (c) or (d);

     (d) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any Credit Party; provided that, such Credit Party is the survivor of such merger or consolidation; and

     (e) any Credit Party may merge or consolidate with or into any other Credit Party.

SECTION 11.6. Limitations on Sale or Transfer of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets, whether now owned or hereafter acquired (collectively, “sale”), except for the following:

     (a) the sale of inventory in the ordinary course of business;

     (b) the sale of obsolete assets no longer used or usable in the business of the Credit Parties or any of their Subsidiaries;

     (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

     (d) the sale of assets between the Credit Parties and any Subsidiary or between Subsidiaries or Credit Parties;

     (e) the sale of any other assets of the Credit Parties and their Subsidiaries outside the ordinary course of business so long as the total fair market value for all such sales on and after the Amendment Date on an aggregate basis does not exceed $10,000,000; and

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     (f) the sale of assets purchased in accordance with the Permitted Investment Policy as in effect on the Amendment Date.

SECTION 11.7. Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its capital stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock, or make any change in its capital structure that could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Credit Parties may pay dividends solely in shares of their own capital stock or other ownership interest (including dividends consisting of rights to purchase such capital stock or other ownership interest), (b) any Subsidiary may pay dividends or make distributions to the Credit Parties or any Wholly-Owned Subsidiary of the Credit Parties, (c) any Credit Party may pay dividends or make distributions to any other Credit Party and (d) as long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) until April 1, 2009, the Credit Parties may declare and pay dividends on shares of their capital stock or other ownership interests consistent with past practice established prior to the Amendment Date, (ii) the Credit Parties or any Subsidiary may redeem shares of their capital stock or other ownership interest pursuant to a plan approved by the Board of Directors of the Credit Parties or such Subsidiary, as applicable (A) to the extent required by contracts entered into prior to the Amendment Date and (B)additional share repurchases in an amount not to exceed $5,000,000 after the Amendment Date, and (iii) from and after April 1, 2009, so long as the Borrowing Availability Limit is not less than $200,000,000 at the time such dividend is paid, the Credit Parties may pay dividends in an amount not to exceed in any calendar year an amount equal to $30,000,000 (but only $22,500,000 for period commencing April 1, 2009 and ending December 31, 2009) plus 10% of cumulative Net Income for the immediately preceding calendar year.

SECTION 11.8. Transactions with Affiliates. Directly or indirectly enter into, or be a party to, any transaction with any of its Affiliates, except (i) on terms that are no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not its Affiliate, (ii) without limiting any other provision of this Agreement, in connection with any acquisition otherwise permitted pursuant to the terms of this Agreement or (iii) for transactions between Credit Parties or between Credit Parties and Subsidiaries of Credit Parties.

SECTION 11.9. Changes in Fiscal Year End. Change its Fiscal Year.

SECTION 11.10. Amendments; Payments and Prepayments of Material Debt and Subordinated Debt. Upon the occurrence and continuation of a Default or an Event of Default, amend or modify (or permit the modification or amendment of) in any manner materially adverse to the Lenders any of the terms or provisions of any Debt in excess of $25,000,000, including without limitation the Additional Debt Securities, if any, or any Subordinated Debt, or cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Subordinated Debt.

SECTION 11.11. Limitations on Capital Expenditures. Make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by the Credit Parties and their Subsidiaries in any calendar year to exceed $75,000,000.

ARTICLE XII DEFAULT AND REMEDIES

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SECTION 12.1. Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or otherwise:

     (a) Default in Payment of Principal of Loans and Reimbursement Obligations. The Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

     (b) Other Payment Default. The Borrower shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation (other than any Obligation under any Hedging Agreement), and such default shall continue unremedied for three (3) Business Days.

     (c) Misrepresentation. Any representation or warranty made or deemed to be made by the Credit Parties or any of their Subsidiaries, if applicable, under this Agreement, any Loan Document or any amendment hereto or thereto, shall at any time prove to have been incorrect or misleading in any material respect when made or deemed made.

     (d) Default in Performance of Certain Covenants. Any of the Credit Parties shall default in the performance or observance of any covenant or agreement contained in Article X or XI of this Agreement.

     (e) Default in Performance of Other Covenants and Conditions. Any of the Credit Parties or any Subsidiary thereof, if applicable, shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for otherwise in this Section 12.1) or any other Loan Document and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Administrative Agent.

     (f) Hedging Agreement. Any termination payments in an amount greater than $50,000,000 shall be due by any Credit Party under any Hedging Agreement and such amount is not paid within thirty (30) Business Days of the due date thereof.

     (g) Debt Cross-Default. Any of the Credit Parties or any of their Subsidiaries shall (i) default in the payment of principal or interest on any Debt (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Debt is in excess of $50,000,000, beyond the period of grace if any, provided in the instrument or agreement under which such Debt was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Debt (other than the Loans or any Reimbursement Obligation), the aggregate outstanding amount of which Debt is in excess of $50,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Debt (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, any such Debt to become due prior to its stated maturity (any applicable grace period having expired).

     (h) Change in Control. Any person or group of persons (within the meaning of

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Section 13(d) of the Securities Exchange Act of 1934, as amended), other than a Credit Party or any Subsidiary thereof, shall obtain ownership or control in one or more series of transactions of more than thirty-three and one-third percent (33.33%) of the common stock or thirty-three and one-third percent (33.33%) of the voting power of any Credit Party entitled to vote in the election of members of the Board of Directors of such Credit Party or there shall have occurred under any indenture or other instrument evidencing any debt in excess of $50,000,000 any “change in control” (as defined in such indenture or other evidence of debt) obligating the Borrower to repurchase, redeem or repay all or any part of the debt or capital stock provided for therein (any such event, a “Change in Control”). Further, except as set forth in Section 11.5, Jones Apparel Group shall at all times own 100% of the capital stock of Jones Apparel Group Holdings and Jones Apparel Group Holdings shall at all times own 100% of the capital stock of the Borrower.

     (i) Voluntary Bankruptcy Proceeding. Any Credit Party or any Subsidiary thereof shall (i) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (ii) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

     (j) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered.

     (k) Collateral Documents. Any Collateral Document or financing statement after delivery thereof shall for any reason (other than as permitted under any Collateral Document) cease to create a valid and perfected lien on and security interest in any material amount of the Collateral purported to be covered thereby.

     (l) Termination Event. The occurrence of any of the following events: (i) the Borrower or any ERISA Affiliate fails to make full payment to an Employee Benefit Plan when due (after giving effect to any applicable grace period) of contributions in excess of $2,000,000, (ii) an accumulated funding deficiency in excess of $2,000,000 occurs or exists, whether or not waived, with respect to any Pension Plan or (iii) a Termination Event that could reasonably be expected to result in liability in excess of $5,000,000 to the Borrower or any ERISA Affiliate.

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     (m) Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments to exceed $50,000,000 in any Fiscal Year shall be entered against any Credit Party or any Subsidiary thereof by any court and such judgment or order shall continue without discharge or stay for a period of thirty (30) days.

SECTION 12.2. Remedies. Upon the occurrence of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Credit Parties:

     (a) Acceleration; Termination of Facilities. Declare the principal of and interest on the Loans, the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (other than any Hedging Agreement) (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and all other Obligations (other than Obligations owing under any Hedging Agreement), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j) with respect to the Credit Parties, the Credit Facility shall be automatically terminated and all Obligations (other than obligations owing under any Hedging Agreement) shall automatically become due and payable.

     (b) Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, require the Borrower at such time to deposit or cause to be deposited in a cash collateral account opened by the Administrative Agent an amount equal to the Dollar Amount of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be promptly returned to the Borrower.

     (c) Rights of Collection. Exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Obligations.

SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the Loan Documents or that may now or hereafter exist in law or in equity or by suit or

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otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Credit Parties, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

ARTICLE XIII THE ADMINISTRATIVE AGENT

SECTION 13.1. Appointment. Each of the Lenders hereby irrevocably designates and appoints Wachovia as Administrative Agent of such Lender under this Agreement and the other Loan Documents for the term hereof and each such Lender irrevocably authorizes Wachovia as Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto, including acting as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties and their Subsidiaries to secure any of the Secured Obligations. Notwithstanding any provision to the contrary elsewhere in this Agreement or such other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Loan Documents or otherwise exist against the Administrative Agent. Any reference to the Administrative Agent in this Article XIII shall be deemed to refer to the Administrative Agent solely in its capacity as Administrative Agent and not in its capacity as a Lender.

SECTION 13.2. Delegation of Duties. The Administrative Agent may execute any of its respective duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by the Administrative Agent with reasonable care.

SECTION 13.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by the Collateral Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this

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Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

SECTION 13.4. Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the holder of any Revolving Credit Loan as the owner thereof for all purposes unless such Revolving Credit Loan shall have been transferred in accordance with Section 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

SECTION 13.5. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders, except to the extent that other provisions of this Agreement expressly require that any such action be taken or not be taken only with the consent and authorization or the request of the Lenders or the Required Lenders.

SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and

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based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

SECTION 13.7. Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such and (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the respective amounts of their Revolving Credit Commitment Percentage from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans or any Reimbursement Obligation) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent they result from the Administrative Agent’s bad faith, gross negligence or willful misconduct. The agreements in this Section 13.7 shall survive the payment of the Loans, any Reimbursement Obligation and all other amounts payable hereunder and the termination of this Agreement.

SECTION 13.8. The Administrative Agent in Its Individual Capacity. The Administrative Agent and its respective Subsidiaries and Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not an Administrative Agent hereunder. With respect to any Loans made or renewed by it and with respect to any Letter of Credit issued by it or participated in by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent. Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Credit Parties (so long as no Default or Event of Default has occurred and is continuing), to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Lenders, been approved (so long as no Default or Event of Default has occurred and is continuing) by the Credit Parties or have accepted such appointment within thirty (30) days after the Administrative Agent’s giving of notice of resignation, then the Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent reasonably acceptable to the Credit Parties (so long as no Default or Event of Default has occurred and is

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continuing), which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (except that the retiring Administrative Agent shall continue to hold any Collateral until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 13.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

SECTION 13.10. Syndication and Documentation Agents. Each Syndication Agent in its capacity as Syndication Agent and each documentation agent in its capacity as documentation agent shall have no duties or responsibilities and no liabilities under this Agreement or any other Loan Document but shall be entitled, in such capacity, to the same protections afforded to the Administrative Agent under this Article XIII.

ARTICLE XIV MISCELLANEOUS

SECTION 14.1. Notices. (a) Method of Communication. Except as otherwise provided in this Agreement, all notices and communications hereunder shall be in writing, or by telephone subsequently confirmed in writing. Any notice shall be effective if delivered by hand delivery or sent via telecopy, recognized overnight courier service or certified mail, return receipt requested, and shall be presumed to be received by a party hereto (i) on the date of delivery if delivered by hand or sent by telecopy, (ii) on the next Business Day if sent by recognized overnight courier service and (iii) on the third (3^rd) Business Day following the date sent by certified mail, return receipt requested. A telephonic notice to the Administrative Agent as understood by the Administrative Agent will be deemed to be the controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice.

          (b) Addresses for Notices. Notices to any party shall be sent to it at the following addresses, or any other address as to which all the other parties are notified in writing.

If to the Credit Parties:

Jones Apparel Group, Inc.
1411 Broadway
New York, New York 10018
Attention: Chief Financial Officer
Telephone No.: (212)703-9152
Telecopy No.: (212) 703-9154

If to Wachovia:

Wachovia Bank, National Association
Administrative Agent:
201 South College Street, CP-8
Charlotte, NC 28288-0680
Attention: Syndication Agency Services
Telephone No: 704-715-1353
Telecopy No: 704-383-0288

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With copies to:

Wachovia Bank, National Association
Administrative Agent:
1339 Chestnut Street, PA4830
Philadelphia, PA 19107
Attention: Susan T. Gallagher
Telephone No: 267-321-6712
Telecopy No: 267-321-6700

If to any Lender:

          To the Address set forth on Schedule 1.1(a) hereto

          (c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and the Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed.

SECTION 14.2. Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (d) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, Administrative Agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney’s and consultant’s fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of any indemnified party.

SECTION 14.3. Set-off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default and during the continuance thereof, the Lenders and any assignee or participant of a Lender in accordance with Section 14.10 are hereby authorized by the Credit Parties at any time

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or from time to time, without notice to the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Lenders, or any such assignee or participant to or for the credit or the account of the Borrower against and on account of the Obligations irrespective of whether or not (a) the Lenders shall have made any demand under this Agreement or any of the other Loan Documents or (b) the Administrative Agent shall have declared any or all of the Obligations to be due and payable as permitted by Section 12.2 and although such Obligations shall be contingent or unmatured.

SECTION 14.4. Governing Law. This Agreement, the Notes and the other Loan Documents, unless otherwise expressly set forth therein, shall be governed by, construed and enforced in accordance with the laws of the State of New York.

SECTION 14.5. Consent to Jurisdiction. Each of the parties hereto hereby irrevocably consents to the personal jurisdiction of the state and federal courts located in New York County, New York, in any action, claim or other proceeding arising out of any dispute in connection with this Agreement and the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations. Each of the parties hereto hereby irrevocably consents to the service of a summons and complaint and other process in any action, claim or proceeding brought by any other party hereto in connection with this Agreement or the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations, on behalf of itself or its property, in the manner specified in Section 14.1. Nothing in this Section 14.5 shall affect the right of any of the parties hereto to serve legal process in any other manner permitted by Applicable Law or affect the right of any of the parties hereto to bring any action or proceeding against any other party hereto or its properties in the courts of any other jurisdictions.

SECTION 14.6. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH CREDIT PARTY HEREBY ACKNOWLEDGE THEY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, CONNECTED WITH OR RELATING TO THE LOAN DOCUMENTS (“Dispute”) IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

SECTION 14.7. Reversal of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

SECTION 14.8. Injunctive Relief; Punitive Damages. (a) Each of the parties to this Agreement recognizes that, in the event such party fails to perform, observe or discharge any of its

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obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the other parties hereto. Therefore, each of the parties hereto agrees that the other parties hereto, at such other party’s option, shall be entitled to pursue temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

     (b) The Administrative Agent, the Lenders and the Credit Parties (on behalf of themselves and their Subsidiaries) hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

SECTION 14.9. Accounting Matters. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance therewith.

SECTION 14.10. Successors and Assigns; Participations. (a) Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Administrative Agent and the Lenders, all future holders of the Notes, and their respective successors and permitted assigns, except that the Borrower shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender other than pursuant to Section 11.5.

          (b) Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of the Extensions of Credit at the time owing to it and the Revolving Credit Notes held by it); provided that:

     (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s Revolving Credit Commitment and all other rights and obligations under this Agreement;

     (ii) if less than all of the assigning Lender’s Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $5,000,000;

     (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment;

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     (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state;

     (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and

     (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender.

          Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent of the interest assigned in such assignment, be released from its obligations under this Agreement.

          (c) Rights and Duties upon Assignment. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as set forth in such Assignment and Acceptance.

          (d) Register. The Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it and record the names and addresses of the Lenders and the amount of the Extensions of Credit with respect to each Lender from time to time in the Register.

          No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

          (e) Issuance of New Revolving Credit Notes. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with any Revolving Credit Note or Revolving Credit Notes if any have been issued pursuant to this Agreement, subject to such assignment and the written consent to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is substantially in the form of Exhibit G:

     (i) accept such Assignment and Acceptance;

     (ii) record the information contained therein in the Register;

     (iii) give prompt notice thereof to the Lenders and the Borrower, on behalf of itself and the other Credit Parties; and

67

     (iv) promptly deliver a copy of such Assignment and Acceptance to the Borrower.

          Within ten (10) Business Days after receipt of notice, if requested by the Eligible Assignee the Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Revolving Credit Note or Revolving Credit Notes, a new Revolving Credit Note or Revolving Credit Notes to the order of such Eligible Assignee in amounts equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and a new Revolving Credit Note or Revolving Credit Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Credit Note or Revolving Credit Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Revolving Credit Notes delivered to the assigning Lender. Each surrendered Revolving Credit Note or Revolving Credit Notes shall be canceled and returned to the Borrower.

          (f) Participations. Each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Extensions of Credit and the Notes held by it); provided that:

     (i) each such participation shall be in an amount not less than $5,000,000;

     (ii) such Lender’s obligations under this Agreement (including, without limitation, its Revolving Credit Commitment) shall remain unchanged;

     (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

     (iv) the Credit Parties, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement;

     (v) such Lender shall not permit such participant the right to approve any waivers, amendments or other modifications to this Agreement or any other Loan Document other than waivers, amendments or modifications which would reduce the principal of or the interest rate on any Revolving Credit Loan or Reimbursement Obligation, extend the term or increase the amount of the Revolving Credit Commitment, reduce the amount of any fees to which such participant is entitled, extend any scheduled payment date for principal, interest or fees of any Revolving Credit Loan or participation, or release all or substantially all of the Collateral, except as expressly contemplated hereby or thereby; and

     (vi) any such disposition shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky law of any state.

     (g) Disclosure of Information; Confidentiality. Each of the Administrative

68

Agent, the Issuing Lenders and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors and representatives (collectively, “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Credit Parties, (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent, the Issuing Lenders or any Lender on a nonconfidential basis from a source other than the Credit Parties or (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Credit Parties’ prior review and approval, which shall not be unreasonably withheld or delayed. For the purposes of this Section, “Information” means all information received from the Credit Parties or any of their Subsidiaries relating to the Credit Parties or their business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Credit Parties; provided that, in the case of information received from the Credit Parties after the Closing Date (other than certificates or other information specifically required by the terms of this Agreement), such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

          (h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle organized for the specific purpose of making or acquiring participations or investing in loans of the type made pursuant to this Agreement (a “SPC”), correctly identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Extension of Credit that such Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Extension of Credit and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Extension of Credit, the Granting Lender shall be obligated to make such Extension of Credit pursuant to the terms hereof. The making of an Extension of Credit by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Extension of Credit were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this clause, any

69

SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interest in any Extension of Credit to the Granting Lender or to any financial institution (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Extensions of Credit and (ii) disclose on a confidential basis any non-public information relating to Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This clause may not be amended without the written consent of each SPC.

          (i) Certain Pledges or Assignments. Nothing herein shall prohibit any Lender from pledging or assigning any Note to any Federal Reserve Bank in accordance with Applicable Law.

SECTION 14.11. Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:

     (a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties’ rights and obligations hereunder, (viii) release or subordination of the Lien position of all or substantially all of the Collateral in any transaction or series of related transactions or (ix) amend the provisions of this Section 14.11 or the definition of Required Lenders, without the prior written consent of each Lender affected thereby; and

     (b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.

SECTION 14.12. Performance of Duties. The Credit Parties’ obligations under this Agreement and each of the Loan Documents shall be performed by the Credit Parties at their sole cost and expense.

SECTION 14.13. All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied or the Credit Facility has not been terminated.

70

SECTION 14.14. Survival of Indemnities. Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XIV and any other provision of this Agreement and the Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

SECTION 14.15. Titles and Captions. Titles and captions of Articles, Sections and subsections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

SECTION 14.16. Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 14.17. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 14.18. Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than obligations owing by any Credit Party to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement) shall have been indefeasibly and irrevocably paid and satisfied in full. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination.

SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants. (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control.

          (b) The Borrower expressly acknowledges and agrees that each covenant contained in Article IX, X, or XI hereof shall be given independent effect.

SECTION 14.20. Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each borrower, guarantor or grantor (the “Loan Parties”), which information includes the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act.

SECTION 14.21. Ratings of Loans. Each Lender hereby agrees that nothing in this agreement shall require or imply that the Loans shall be required to be rated by any nationally recognized securities rating organization.

SECTION 14.22. Release of Collateral. Upon the sale, lease, transfer or other disposition of any

71

item of Collateral of any Collateral Grantor (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Subsidiary that owns such Collateral) in accordance with the terms of the Loan Documents, the Administrative Agent will, at the Borrower’s expense, execute and deliver to such Collateral Grantor such documents in form and substance reasonably satisfactory to the Administrative Agent as may be reasonably requested to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents in accordance with the terms of the Loan Documents.

[Signature pages to follow]

72

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their authorized officers, all as of the day and year first written above.

[THE REQUISITE SIGNATURES ARE APPENDED TO AMENDMENT NO. 3 REFERRED TO IN THE PRELIMINARY STATEMENTS]

73

Schedule 1.1(a)
(Lenders and Revolving Credit Commitments)

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
JPMorgan Chase Bank, N.A.		9.3	%	$	56,000,000
1411 Broadway, 5th Floor New York, NY 10018 Attn: Caridad Tio T: 212-391-2711 F: 212-391-7283
Citibank, N.A.		7.3	%	$	44,000,000
2 Penns Way, Suite 200 New Castle, DE 19720 Attn: Laura D. Quashne T: 302-894-6058 F: 302-894-6120
Bank of America, N.A.		8.7	%	$	52,000,000
101 N. Tyron Street, NC1-001-15-03 Charlotte, NC 28255 Attn: Jason Petrea T: 704-386-3781 F: 704-409-0056
Barclays Bank PLC		6.0	%	$	36,000,000
Barclays Capital Bank Debt Management 745 7th Avenue 21st Floor New York, NY 10019 Attn: Alicia Borys T: 212.526.4291 F: 212.526.5115
SunTrust Bank		8.7	%	$	52,000,000
303 Peachtree Street, N.E. Atlanta, GA 30308 Attn: Don Besch T: 404 575-2649 F: 404 575-2594
Wachovia Bank, National Association		8.7	%	$	52,000,000
201 South College Street, CP-8 Charlotte, NC 28288-0680 Attn: Syndication Agency Services T: 704-715-1353 F: 704-383-0288

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
The Governor and Company of the Bank of Ireland		4.7	%	$	28,000,000
Hume House, 5th Floor, Ballsbridge Dublin 4 Ireland Attn: Olivia Carey T: 353 1 618-7470 F: 353 1 618-7490
The Royal Bank of Scotland plc		4.7	%	$	28,000,000
101 Park Avenue New York, NY 10178 Attn: Juanita Baird T: 212 401-1420 F: 212 401-1336
Standard Chartered		4.7	%	$	28,000,000
One Madison Avenue New York, NY 10010 Attn: Vicky T: 212 667-0203 F: 212 667-0287
Bank of Taiwan, New York Agency		3.3	%	$	20,000,000
100 Wall Street, 11th Floor New York, NY 10005 Attn: Rachel Chang T: 212 968-8128 Ext. 30 F: 212 968-8370
Bank of Tokyo-Mitsubishi UFJ, New York Branch		3.3	%	$	20,000,000
55 East 52nd Street New York, NY 10055 Attn: Martin Chin T: 212 339-6392 F: 212 754-2368
Land Bank of Taiwan		2.7	%	$	16,000,000
811 Wilshire Blvd., 19th Floor Los Angeles, CA 90017 Attn: Anne Chou T: 213 532-3789 Ext. 114 F: 213 532-3766
Bank of China, New York Branch		2.0	%	$	12,000,000
410 Madison Avenue New York, NY 10017 Attn: Elaine Ho T: 212 935-3101 ext 281 F: 646 840-1796
Fifth Third Bank		2.0	%	$	12,000,000
38 Fountain Square, MD 109054 Cincinnati, OH 45263 Attn: Melody Merrill T: 513-579-5389 F: 513-534-5947

2

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
Mizuho Corporate Bank, Ltd.		2.0	%	$	12,000,000
1800 Plaza Ten Jersey City, NJ 07311 Attn: Nicole Ferraro T: 201 626-9341 F: 201 626-9913
Sumitomo Mitsui Banking Corporation		2.0	%	$	12,000,000
277 Park Avenue New York, NY 10172 Attn: Tracy Watson T: 212 224-4393 F: 212 224-5197
The Bank of Nova Scotia		2.0	%	$	12,000,000
720 King Street West 2nd Floor Toronto, ON Canada M5V2T3 Attn: Tamara Mohan / Nironjan Roy T: 416-649-3982 F: 416-350-5725
U.S. Bank National Association		2.0	%	$	12,000,000
One U.S. Bank Plaza St. Louis, MO 63166 Attn: Frances W. Josephic, Vice President T: 513 762-8973 F: 513 632-2068
Union Bank of California, N.A		2.0	%	$	12,000,000
601 Potrero Grande Drive Monterey Park, CA 91754 Attn: Alberta Rosby T: 323 720-2622 F: 323 278-6173
Banca Di Roma — New York Branch		1.3	%	$	8,000,000
34 E. 51st Street New York, NY 10022 Attn: Jonathan Bloom T: 212-407-1761 F: 212-407-1778

3

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
Bank Leumi USA		1.3	%	$	8,000,000
562 Fifth Avenue, 10th Floor New York, NY 10036 Attn: Virginia DeLeon T: 212 626-1308 F: 212 626-1309
Chang Hwa Commercial Bank, Ltd,		1.3	%	$	8,000,000
New York Branch 685 Third Avenue, 29th Floor New York, NY 10017 Attn: Sarah Lim T: 212 651-9770 ext. 31 F: 212 651-9785
First Commercial Bank, New York Agency		1.3	%	$	8,000,000
750 Third Avenue, 34th Floor New York, NY 10017 Attn: Yating Hwang T: 212-599-6868 F: 212-599-6133
Fortis Capital Corporation		1.3	%	$	8,000,000
Hua Nan Commercial Bank, Ltd.		1.3	%	$	8,000,000
330 Madison Avenue, 38th Floor New York, NY 10017 Attn: Henry Hsieh T: 212 286-1999 F: 212 286-1212
Israel Discount Bank of New York		1.3	%	$	8,000,000
511 Fifth Avenue New York, NY 10017 Attn: Laury Quiles T: 212 551-8596 F: 212 551-8872
Taipei Fubon Bank New York Agency		1.3	%	$	8,000,000
100 Wall Street, 14th Floor New York, NY 10005 Attn: Esther Lee T: 212 968-9888 F: 212 968-9800

4

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
The Bank of New York		1.3	%	$	8,000,000
One Wall Street New York, NY 10286 Attn: Laina Chan T: 212-635-6720 F: 212-635-6397
E.Sun Commercial Bank, Ltd.,		0.7	%	$	4,000,000
Los Angeles Branch 17700 Castleton Street, Suite 500 City of Industry, CA 91748 Attn: Shinghorng Lin F: 626 810-2400 x. 228 F: 626 839-5531
National Bank of Egypt		0.7	%	$	4,000,000
The Norinchukin Bank, New York Branch		0.7	%	$	4,000,000
245 Park Avenue, 29th Floor New York, NY 10167 Attn: Jing Li T: 212 949-10167 F: 212 808-4188
Total:		100	%	$	600,000,000

5

Schedule 1.1(b)

Schedule 1.1(b)
Outstanding Letters of Credit

	Outstanding Report — Import LC	Report as of 24-Dec-08
		Page 1 of 2

Customer	Total Items		Total Amount (USD Eqv)
NORTON MCNAUGHTON OF SQUIRE INC		31		9,925,931.82
		31		9,925,931.82

NORTON MCNAUGHTON OF SQUIRE INC

Total Items : 31

Total Outstanding Amount (USD Equivalent): 9,925,931.82

CAR Ref	Customer Ref	Curr	Outstanding Balance		USD Eqv		Issue Date	Expiry Date	Tenor	Beneficiary	Ben Country
TD605500139276-8	DOJI4005LEI	USD		464,389.92		464,389.92	03-Nov-08	20-Jan-09	0	WELSON TRADING LIMITED	TAIWAN
TD605500139285-8	DOJIJRB2210081ME	USD		15,243.84		15,243.84	03-Nov-08	28-Nov-08	0	JRB HOWARD INTERNATIONAL CO.,LTD	TAIWAN
TD605500139288-8	DOJIMEDH1023	USD		48,247.10		48,247.10	05-Nov-08	15-Dec-08	0	DAE HA INC	KOREA REPUBLIC
TD605500139289-8	DOJIME0208SPKDEC	USD		498,262.11		498,262.11	05-Nov-08	14-Jan-09	0	SERKEY BEBE KONFEKSIYON MOBILYA	TURKEY
TD605500139261-8	DOJIMEGDECME	USD		305,443.62		305,443.62	06-Nov-08	03-Jan-09	0	MEGA TEXTILE S.A.E.	EGYPT
TD605500139290-8	DOJIME0209PKRNOV	USD		146,762.70		146,762.70	06-Nov-08	15-Dec-08	0	OSOO PEKKAR(PEKKAR LTD)	TURKEY
TD605500139293-8	DOJIKINS1110ME	USD		4,375.62		4,375.62	12-Nov-08	30-Nov-08	0	KINGS APPAREL INDUSTRIES (PVT) LTD	PAKISTAN
TD605500139294-8	DOJIMEGJANME	USD		373,535.19		373,535.19	12-Nov-08	13-Feb-09	0	MEGA TEXTILE S.A.E.	EGYPT
TD605500139297-6	DOJISTX0028ME	USD		311,240.62		311,240.62	12-Nov-08	14-Jan-09	0	PT SRI REJEKI ISMAN	INDONESIA
TD605500139300-8	DOJI01014035EN	USD		227,087.93		227,087.93	17-Nov-08	02-Feb-09	0	TAIWAN JULONG CO LTD	TAIWAN
TD605500139301-8	DOJI01024033LEI	USD		431,437.39		431,437.39	17-Nov-08	25-Jan-09	0	TAIWAN JULONG CO LTD	TAIWAN
TD605500139302-8	DOJI01024025LEI	USD		193.80		193.80	17-Nov-08	14-Jan-09	0	MORE UNION CO., LTD	HONG KONG
TD605500139299-8	DOJI01004036EN	USD		91,377.60		91,377.60	21-Nov-08	09-Feb-09	0	E.Z. CO., LTD.	TAIWAN
TD605500139305-8	DOJI0218RAJYR200	USD		549,164.10		549,164.10	25-Nov-08	14-Jan-09	0	M S RAJBY INDUSTRIES	PAKISTAN
TD605500139306-8	DOJI0219KNGS1129	USD		5,573.88		5,573.88	03-Dec-08	14-Dec-08	0	KINGS APPAREL INDUSTRIES (PVT)	PAKISTAN
TD605500139307-8	DOJI0220KNGS0211	USD		5,849.82		5,849.82	03-Dec-08	14-Dec-08	0	KINGS APPAREL INDUSTRIES (PVT)	PAKISTAN
TD605500139309-8	DOJIME0222ALU08	USD		9,096.96		9,096.96	10-Dec-08	03-Jan-09	0	ALLIED EXPORT INDUSTRIES	INDIA
TD605500139304-8	DOJI01074050EN	USD		632,249.39		632,249.39	18-Dec-08	16-Mar-09	0	FORTUNELY INTERNATIONAL LTD.	HONG KONG
TD605500139314-8	DOJI01064051EN	USD		264,073.07		264,073.07	18-Dec-08	31-Mar-09	0	FORTUNELY INTERNATIONAL LTD.	HONG KONG
TD605500139315-8	DOJI01084052LEI	USD		464,453.20		464,453.20	18-Dec-08	09-Feb-09	0	MORE UNION CO., LTD	HONG KONG
TD605500139316-8	DOJI01094053LEI	USD		860,565.74		860,565.74	18-Dec-08	03-Feb-09	0	GARTEX KNITTING FTY LTD.	HONG KONG
TD605500139320-8	DOJI01134057EN	USD		184,411.45		184,411.45	18-Dec-08	16-Mar-09	0	ARPO GARMENT CO., LTD	TAIWAN
TD605500139321-8	DOJI01154062EN	USD		64,390.04		64,390.04	18-Dec-08	30-Mar-09	0	TAIWAN JULONG CO., LTD.	TAIWAN
TD605500139313-8	DOJI01054043LEI	USD		62,492.16		62,492.16	19-Dec-08	30-Dec-08	0	FORTUNELY INTERNATIONAL LTD.	HONG KONG
TD605500139317-8	DOJI01104054EN	USD		713,078.50		713,078.50	19-Dec-08	16-Mar-09	0	GARTEX KNITTING FACTORY LTD	HONG KONG
TD605500139318-8	DOJI01114055EN	USD		153,717.86		153,717.86	19-Dec-08	26-Jan-09	0	MORE UNION CO., LTD	HONG KONG
TD605500139319-8	DOJI01124049EN	USD		2,582,044.23		2,582,044.23	19-Dec-08	23-Mar-09	0	FORTUNELY INTERNATIONAL LTD.	HONG KONG
TD605500139323-8	DOJI0226MESKDCER	USD		249,851.16		249,851.16	22-Dec-08	14-Jan-09	0	TRAKYA TEKSTIL VE GIYIM	TURKEY
TD605500139324-8	DOJI01174034EN	USD		97,941.38		97,941.38	22-Dec-08	14-Jan-09	0	SPECIAL INTERNATIONAL CO. LTD	TAIWAN

	Outstanding Report — Import LC	Report as of 24-Dec-08
		Page 2 of 2

CAR Ref	Customer Ref	Curr	Outstanding Balance		USD Eqv		Issue Date	Expiry Date	Tenor	Beneficiary	Ben Country
TD605500139325-8	DOJIME0227JRB120	USD		8,547.60		8,547.60	24-Dec-08	14-Feb-09	0	JRB HOWARD INTERNATIONAL CO.,LTD	TAIWAN
TD605500139326-8	DOJIME0228JRB12A	USD		100,833.84		100,833.84	24-Dec-08	16-Feb-09	0	JRB HOWARD INTERNATIONAL CO.,LTD	TAIWAN

	Outstanding Report — Import LC	Report as of 24-Dec-08
		Page 1 of 2

Customer	Total Items		Total Amount (USD Eqv)
JONES APPAREL GROUP USA, INC		66		16,824,063.02
		66		16,824,063.02

JONES APPAREL GROUP USA, INC

Total Items: 66

Total Outstanding Amount (USD Equivalent): 16,824,063.02

CAR Ref	Customer Ref	Curr	Outstanding Balance		USD Eqv		Issue Date	Expiry Date	Tenor	Beneficiary	Ben Country
TD605500139126-8	DOJI00493863EN	USD		178,166.88		178,166.88	26-May-08	15-Dec-08	0	E.Z. CO., LTD.	TAIWAN
TD605500139138-8	DOJI00563861EN	USD		14,400.00		14,400.00	03-Jun-08	17-Oct-08	0	WENDENG KOOHO CLOTHING CO., LTD	CHINA
TD605500139155-8	DOJI00593871EN	USD		59,894.59		59,894.59	12-Jun-08	12-Jan-09	0	GLOBAL SOURCING LIMITED	HONG KONG
TD605500139156-8	DOJI00603872EN	USD		117,059.25		117,059.25	12-Jun-08	16-Dec-08	0	WELSON TRADING LIMITED	TAIWAN
TD605500139157-8	DOJI00613873EN	USD		251,232.63		251,232.63	12-Jun-08	12-Jan-09	0	ARPO GARMENT CO., LTD	TAIWAN
TD605500139166-8	DOJI00643870EN	USD		617,212.27		617,212.27	19-Jun-08	12-Jan-09	0	GARTEX KNITTING FTY LTD.	HONG KONG
TD605500139167-8	DOJI00653882EN	USD		418,831.83		418,831.83	19-Jun-08	12-Jan-09	0	FORTUNELY INTERNATIONAL LTD.	HONG KONG
TD605500139171-8	DOJI00663885EN	USD		21,659.57		21,659.57	26-Jun-08	12-Jan-09	0	WORLD GRACE HONG KONG LTD	HONG KONG
TD605500139172-8	DOJI00673880EN	USD		971,098.54		971,098.54	26-Jun-08	12-Jan-09	0	FORTUNELY INTERNATIONAL LTD.	HONG KONG
TD605500139181-8	DOJI00703891EN	USD		995,235.91		995,235.91	03-Jul-08	12-Jan-09	0	GARTEX KNITTING FTY LTD.	HONG KONG
TD605500139183-8	DOJI00723893EN	USD		59,580.36		59,580.36	03-Jul-08	11-Nov-08	0	KING STAR GARMENT INTERNATIONAL	TAIWAN
TD605500139192-8	DOJI00743879EN	USD		2,615,142.44		2,615,142.44	14-Jul-08	12-Jan-09	0	FORTUNELY INTERNATIONAL LTD.	HONG KONG
TD605500139202-8	DOJI3915LN	USD		95,237.27		95,237.27	30-Jul-08	02-Jan-09	0	WORLD GRACE HONG KONG LTD	HONG KONG
TD605500139204-8	DOJI00823926EN	USD		133,224.05		133,224.05	30-Jul-08	12-Jan-09	0	MORE UNION CO., LTD	HONG KONG
TD605500139207-8	DOJI0149TKPAUG	USD		186,201.00		186,201.00	31-Jul-08	14-Nov-08	0	TRAKYA TEKSTIL VE GIYIM	TURKEY
TD605500139210-8	DOJI00833941EN	USD		111,758.89		111,758.89	07-Aug-08	12-Jan-09	0	WORLD GRACE HONG KONG LTD	HONG KONG
TD605500139212-8	DOJI00853945LEI	USD		45,316.39		45,316.39	07-Aug-08	14-Jan-09	0	GARTEX KNITTING FTY LTD.	HONG KONG
TD605500139213-8	DOJI00863946LEI	USD		1,573,079.10		1,573,079.10	08-Aug-08	09-Jan-09	0	FORTUNELY INTERNATIONAL LTD.	HONG KONG
TD605500139220-8	DOJI000157ERIKA	USD		4,614.24		4,614.24	29-Aug-08	22-Sep-08	0	PT. INSUNG INTERNATIONAL	INDONESIA
TD605500139221-8	DOJI000158ERIKA	USD		5,978.70		5,978.70	29-Aug-08	14-Nov-08	0	PT SRI REJEKI ISMAN	INDONESIA
TD605500139230-8	DOJI00166ME	USD		19,740.80		19,740.80	05-Sep-08	13-NOV-08	0	DAE HA INC	KOREA REPUBLIC
TD605500139235-8	DOJI00168JRBNM	USD		16,257.01		16,257.01	10-Sep-08	12-Dec-08	0	JRB HOWARD INTERNATIONAL CO., LTD	TAIWAN
TD605500139237-8	DOJI0170AIME	USD		12,916.80		12,916.80	10-Sep-08	14-Nov-08	0	ADDI INDUSTRIES LTD.	INDIA
TD605500139238-8	DOJI0171TKME	USD		11,113.20		11,113.20	10-Sep-08	29-NOV-08	0	KINGS APPAREL INDUSTRIES (PVT)	PAKISTAN
TD605500139239-8	DOJI00172JRBME	USD		6,216.00		6,216.00	10-Sep-08	28-NOV-08	0	JRB HOWARD INTERNATIONAL CO., LTD	TAIWAN
TD605500139242-8	DOJI0175JRBME	USD		2,426.04		2,426.04	10-Sep-08	28-Nov-08	0	JRB HOWARD INTERNATIONAL CO., LTD	TAIWAN
TD605500139232-8	DOJI00873964JJ	USD		2,057,541.51		2,057,541.51	11-Sep-08	05-Jan-09	0	TAIWAN JULONG CO., LTD.	TAIWAN
TD605500139233-8	DOJI00883963JJ	USD		28,642.11		28,642.11	11-Sep-08	04-NOV-08	0	EAST OCEAN TEXTILES H.K. LIMITED	HONG KONG
TD605500139243-8	DOJI000176ME	USD		95,302.70		95,302.70	16-Sep-08	14-NOV-08	0	KISH EXPORTS LIMITED	INDIA

	Outstanding Report — Import LC	Report as of 24-Dec-08
		Page 2 of 2

CAR Ref	Customer Ref	Curr	Outstanding Balance		USD Eqv		Issue Date	Expiry Date	Tenor	Beneficiary	Ben Country
TD605500139244-8	DOJI000177ME	USD		60,069.34		60,069.34	16-Sep-08	28-Nov-08	0	JRB HOWARD INTERNATIONAL CO.,LTD.	TAIWAN
TD605500139245-8	DOJI000903972EN	USD		105,770.52		105,770.52	18-Sep-08	05-Dec-08	0	CROWN TEXTILE	PAKISTAN
TD605500139246-8	DOJI00913951 LEI	USD		1,023,456.67		1,023,456.67	18-Sep-08	05-Jan-09	0	WORLD GRACE HONG KONG LTD	HONG KONG
TD605500139249-8	DOJI00180ME	USD		25,848.48		25,848.48	22-Sep-08	14-Nov-08	0	UNITEX FASHIONS (INDIA) PVT. LTD.	INDIA
TD605500139250-8	DOJI00181ME	USD		31,085.10		31,085.10	23-Sep-08	25-Nov-08	0	JRB HOWARD INTERNATIONAL CO., LTD	TAIWAN
TD605500139255-8	DOJI000185ME	USD		5,955.30		5,955.30	24-Sep-08	13-Nov-08	0	KINGS APPAREL INDUSTRIES (PVT)	PAKISTAN
TD605500139256-8	DOJI000186ME	USD		5,077.80		5,077.80	24-Sep-08	13-N0V-08	0	KINGS APPAREL INDUSTRIES (PVT)	PAKISTAN
TD605500139257-8	DOJI000187ME	USD		265,640.28		265,640.28	26-Sep-08	30-Nov-08	0	TRAKYA TEKSTIL VE GIYIM	TURKEY
TD605500139259-8	DOJI00934000EN	USD		1,041,957.64		1,041,957.64	02-Oct-08	12-Jan-09	0	TAIWAN JULONG CO., LTD.	TAIWAN
TD605500139253-8	DOJI00923987EN	USD		160,953.72		160,953.72	03-Oct-08	03-Dec-08	0	FORTUNELY INTERNATIONAL LTD.	HONG KONG
TD605500139258-8	DOJI0188ME	USD		80,396.39		80,396.39	08-Oct-08	14-Dec-08	0	MEGA TEXTILE S.A.E.	EGYPT
TD605500139263-8	DOJI00954003EN	USD		113,798.04		113,798.04	08-Oct-08	03-Jan-09	0	PRODUCT DEVELOPMENT INTERNATIONAL	UNITED STATES
TD605500139265-8	DOJI0189ME	USD		64,846.11		64,846.11	09-Oct-08	15-Dec-08	0	DHRUV GLOBALS LTD	INDIA
TD605500139268-8	DOJI00984004EN	USD		37,104.00		37,104.00	17-Oct-08	03-Nov-08	0	MAN SUM GARMENT TEXTILES GROUP	HONG KONG
TD605500139270-8	DOJI0191ME	USD		295,176.89		295,176.89	17-Oct-08	15-Dec-08	0	MAGSONS EXPORTS	INDIA
TD605500139271-8	DOJI0192ME	USD		163,130.85		163,130.85	17-Oct-08	15-Dec-08	0	JEANS PLUS LIMITED	BANGLADESH
TD605500139272-8	DOJI0194ME	USD		80,570.31		80,570.31	17-Oct-08	15-Dec-08	0	PT SRI REJEKI ISMAN	INDONESIA
TD605500139273-8	DOJI0195ME	USD		253,470.48		253,470.48	24-Oct-08	07-Mar-09	0	FRANK GARMENTS (PVT) LTD.	BANGLADESH
TD605500139274-8	DOJI000196ME	USD		154,332.32		154,332.32	24-Oct-08	14-Feb-09	0	FRANK GARMENTS (PVT) LTD.	BANGLADESH
TD605500139275-8	DOJI00197ME	USD		93,269.40		93,269.40	28-Oct-08	14-Jan-09	0	J AND R ENTERPRISE LTD.	KOREA REPUBLIC
TD605500139277-8	DOJI1108AI01ME	USD		43,480.80		43,480.80	03-Nov-08	30-Nov-08	0	ADDI INDUSTRIES LTD.	INDIA
TD605500139278-8	DOJI1108KE01ME	USD		45,860.03		45,860.03	03-Nov-08	15-Dec-08	0	KISH EXPORTS LIMITED	INDIA
TD605500139280-8	DOJI1108GG01	USD		31,054.09		31,054.09	03-Nov-08	15-Dec-08	0	GO GO INTERNATIONAL	INDIA
TD605500139281-8	DOJI1108CC01ME	USD		15,824.03		15,824.03	03-Nov-08	30-Nov-08	0	CHANDER CREATIONS	INDIA
TD605500139282-8	DOJIUFMEI03ME	USD		11,256.00		11,256.00	03-Nov-08	30-Nov-08	0	UNITEX FASHIONS (INDIA) PVT. LTD.	INDIA
TD605500139262-8	DOJIEXDEC08JPLME	USD		323,388.37		323,388.37	06-Nov-08	14-Jan-09	0	JEANS PLUS LIMITED	BANGLADESH
TD605500139292-8	DOJITULIP08ME	USD		233,156.41		233,156.41	11-Nov-08	30-Dec-08	0	INDUS FILA LIMITED	INDIA
TD605500139296-8	DOJITULIP09ME	USD		98,598.15		98,598.15	12-Nov-08	04-Feb-09	0	INDUS FILA LIMITED	INDIA
TD605500139295-8	DOJILC114ME	USD		53,866.86		53,866.86	14-Nov-08	09-Mar-09	0	GLORY ON INTERNATIONAL LTD.	HONG KONG
TD605500139308-8	DOJIME02211208G1	USD		5,045.04		5,045.04	10-Dec-08	25-Dec-08	0	GO GO INTERNATIONAL	INDIA
TD605500139310-8	DOJIME0223AILDEC	USD		2,887.92		2,887.92	10-Dec-08	14-Jan-09	0	ADDI INDUSTRIES LTD.	INDIA
TD605500139311-8	DOJIME02241208KE	USD		91,906.29		91,906.29	10-Dec-08	14-Jan-09	0	KISH EXPORTS LIMITED	INDIA
TD605500139312-8	DOJI0225MEDHRUV8	USD		25,005.71		25,005.71	11-Dec-08	13-Jan-09	0	DHRUV GLOBALS LTD	INDIA
TD605500139322-8	DOJI01164063EN	USD		291,176.88		291,176.88	18-Dec-08	06-Apr-09	0	E.Z. CO., LTD.	TAIWAN
TD605500139303-8	DOJI01044032NW	USD		278,215.55		278,215.55	19-Dec-08	30-Dec-08	0	S.W. GUATEMALA S.A.	GUATEMALA
TD605500139327-8	DOJIME0229EXJAN	USD		262,813.52		262,813.52	24-Dec-08	20-Feb-09	0	JEANS PLUS LIMITED	BANGLADESH
TD605500139328-8	DOJIME0230EXFEB	USD		223,537.65		223,537.65	24-Dec-08	21-Mar-09	0	JEANS PLUS LIMITED	BANGLADESH

Wachovia Bank, N.A.
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:
Date: 1
12/26/2008

Applicant Name: JONES APPAREL GROUP USA INC — STBY

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
SM204355	SM204355	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY	US	07/31/2003	07/01/2009		3,000,000.00	USD
SM210022	SM210022	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY		09/15/2004	07/01/2009		2,500,000.00	USD
SM220915	SM220915	USA	SBLC	RREEF AMERICA REIT II CORP.	US	07/13/2006	09/30/2009		28,000.00	USD
SM228205	SM228205	USA	SBLC	SAFECO INSURANCE COMPANY OF AMERIC	US	10/10/2007	10/09/2009		4,000,000.00	USD
SM411647	SM411647	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY	US	02/02/2000	07/01/2009		200,000.00	USD
SM414948	SM414948	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY		11/20/2000	06/01/2009		2,200,000.00	USD
SM417227	SM417227	USA	SBLC	H. ROSS/525 L.L.C. & E.ROSS/525LLC	US	06/15/2001	05/31/2009		123,200.00	USD
SM417889	SM417889	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY		08/17/2001	07/01/2009		1,700,000.00	USD
						Appl Name Total:			13,751,200.00

Applicant Name: JONES APPAREL GROUP USA INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC023560U	1968TH112108	USA	IMLC	KCC TRADING INC.	US	12/03/2008	12/18/2008	91,632.91	USD
IC023571U	2004HXI08112401	USA	IMLC	HUXING INTERNATIONAL INC. NEW YORK	US	12/10/2008	12/25/2008	251,870.75	USD
IC023595U	2027HXI1124082	USA	IMLC	HUXING INTERNATIONAL INC. NEW YORK	US	12/08/2008	12/30/2008	212,945.38	USD
						Appl Name Total:		556,449.04

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC657882H	1164YM0703A	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	07/10/2008	01/12/2009		1,152,791.18	USD
IC660616H	1494SH81208N	HNK	IMLC	SEOHAP CO., LTD	KR	09/10/2008	01/16/2009		114,718.47	USD
IC660847H	1557HV90908N	HNK	IMLC	HANSAE CO. LTD	KR	09/16/2008	12/28/2008		6,202.37	USD
IC660895H	1563JSU0912	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	09/17/2008	12/14/2008		25,608.02	USD
IC661440H	1567JNY90108	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	09/18/2008	12/16/2008		1,113.64	USD
IC661550H	1582HV90208N	HNK	IMLC	HANSAE CO. LTD	KR	09/22/2008	12/28/2008		103,968.42	USD
IC663747H	1609JS0825	HNK	IMLC	SEOHAP CO., LTD	KR	09/30/2008	01/03/2009		34,561.56	USD
IC663803H	1625JG82488	HNK	IMLC	UNIMIX EXPORTERS LTD	HK	10/02/2008	01/05/2009		311,464.68	USD
IC663923H	1644JG82538	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	10/08/2008	12/24/2008		62,762.55	USD

Wachovia Bank, N.A.
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:
Date: 2
12/26/2008

Applicant Name : JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC663979H	1650EPIC647U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN	10/10/2008	12/15/2008		17,738.98	USD
IC663980H	1651JNSSPDECUSA	HNK	IMLC	EPIC DESIGNERS LTD	BD	10/10/2008	12/23/2008		212,459.83	USD
IC664014H	1655JG82556	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	10/13/2008	01/07/2009		575,047.72	USD
IC664042H	1657JNY3AU	HNK	IMLC	JK INDUSTRY CO., LTD	KR	10/14/2008	12/16/2008		6,251.72	USD
IC664159H	1670JG82641	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	10/17/2008	12/17/2008		163,636.49	USD
IC664187H	1671JG82491	HNK	IMLC	TY FASHION INTERNATIONAL CO., LTD	TW	10/17/2008	01/02/2009		166,363.02	USD
IC664196H	JBDECUSA2	HNK	IMLC	EPIC DESIGNERS LTD	BD	10/17/2008	01/30/2009		276,389.53	USD
IC664208H	1684JG82627	HNK	IMLC	COME LONG FASHION KNITS LTD.	HK	10/20/2008	12/31/2008		267,318.96	USD
IC664210H	1685JG82662	HNK	IMLC	FASTWELL KNITWEAR MANUFACTURING L	HK	10/20/2008	12/30/2008		549,787.82	USD
IC664288H	1691JG82409	HNK	IMLC	TAI KEI KNITTERS LIMITED	HK	10/22/2008	12/24/2008		26,906.83	USD
IC664289H	1692JG82550	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	10/22/2008	12/17/2008		3,468.11	USD
IC664294H	1696JG82570	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	10/22/2008	12/17/2008		199,567.20	USD
IC664295H	1697JG82571	HNK	IMLC	TAI KEI KNITTERS LIMITED	HK	10/22/2008	12/24/2008		38,322.80	USD
IC664300H	1701JG82640	HNK	IMLC	UNITEX FASHION (KNITWEAR) LIMITED	HK	10/22/2008	12/17/2008		969,725.82	USD
IC664301H	1702JG82683	HNK	IMLC	FABRICA DEMALHAS UNIVERSAL LDA	MO	10/22/2008	12/30/2008		41,905.93	USD
IC664303H	1703JG82685	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	10/23/2008	12/30/2008		117,275.58	USD
IC664304H	1704JG82691	HNK	IMLC	CHERRY GROUP CO LTD	CN	10/22/2008	01/15/2009		343,543.64	USD
IC664307H	1707KP1010A	HNK	IMLC	UNIVERSAL EXPRESS (GARMENT) LTD	HK	10/22/2008	12/27/2008		52,024.50	USD
IC664361H	1715JG82592	HNK	IMLC	COME LONG FASHION KNITS LTD.	HK	10/23/2008	01/07/2009		23,177.10	USD
IC664364H	1717MK1021A	HNK	IMLC	POONG IN TRADING CO., LTD	KR	10/23/2008	12/21/2008		8,618.82	USD
IC664395H	1720JG82505	HNK	IMLC	P.T. UNI-ENLARGEINDUSTRY INDONESIA	ID	10/24/2008	12/14/2008		42,222.18	USD
IC664400H	1723JG82664	HNK	IMLC	PT. UNI-ENLARGEINDUSTRY INDONESIA	ID	10/24/2008	12/23/2008		48,896.00	USD
IC673480H	1736JG82490	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	10/30/2008	12/17/2008		171,395.28	USD
IC673482H	1738JG82688	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK	10/30/2008	12/31/2008		221,843.17	USD
IC673484H	1739JG82693	HNK	IMLC	RGM GARMENT COMPANY LTD	HK	10/30/2008	01/13/2009		757,149.07	USD
IC673485H	1740JG82731	HNK	IMLC	METRO LEGEND LIMITED	HK	10/30/2008	12/13/2008		208,965.47	USD
IC673487H	1742PD200834	HNK	IMLC	TONGLU PUDE GARMENTS CO.	CN	10/30/2008	12/12/2008		98,079.48	USD
IC673490H	17448F5676U	HNK	IMLC	SEJEE COMPANY LIMITED	HK	10/30/2008	12/19/2008		195,264.12	USD
IC673493H	1747EPPVYU	HNK	IMLC	JK INDUSTRY CO., LTD	KR	10/30/2008	12/16/2008		4,596.00	USD
IC673540H	1750JG82768	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	10/30/2008	12/16/2008		704.75	USD

OSTSMY.RDF

Wachovia Bank, N.A.
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:

Date: 3

12/26/2008

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC673543H	1753AEC20081	HNK	IMLC	AEC KOREA CO LTD	KR	10/30/2008	01/14/2009		121,495.54	USD
IC673544H	1754YJ1 023A	HNK	IMLC	JUNG KWANG IND. CO., LTD.	KR	10/30/2008	12/18/2008		122,768.10	USD
IC673580H	1756JG82584	HNK	IMLC	LAI’S KNITWEAR MANUFACTURING LTD.	HK	11/03/2008	12/24/2008		117,385.35	USD
IC673581H	1757JG82613	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	11/03/2008	01/09/2009		50,574.95	USD
IC673582H	1758JG82725	HNK	IMLC	METRO LEGEND LIMITED	HK	11/03/2008	12/15/2008		2,068.38	USD
IC673583H	1759JG82743	HNK	IMLC	CHINAMINE TRADING LTD.	HK	11/03/2008	12/15/2008		126,273.34	USD
IC673584H	1760JG82780	HNK	IMLC	KATTIE FASHION (HONG KONG) LIMITED	HK	11/03/2008	01/14/2009		22,933.00	USD
IC673585H	176lJG82805	HNK	IMLC	BURI CO., LTD.	TH	11/03/2008	12/31/2008		211,315.75	USD
IC673586H	1762JG82819	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	11/03/2008	12/18/2008		48,081.60	USD
IC673587H	1763AG0lOSP09	HNK	IMLC	ORIENT CRAFT LIMITED	IN	11/03/2008	01/02/2009		40,783.68	USD
IC673588H	1764HF07008	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	11/03/2008	01/02/2009		572,635.78	USD
IC673589H	1765NT007	HNK	IMLC	CHAN EN KNITTING CO., LTD	TW	11/03/2008	01/14/2009		137,139.07	USD
IC673591H	1767MK1022A	HNK	IMLC	POONG IN TRADING CO., LTD	KR	11/03/2008	12/21/2008		1,981.20	USD
IC673592H	1768NR1023	HNK	IMLC	NURIAN INT’L INC.	KR	11/03/2008	12/21/2008		33,703.72	USD
IC673593H	1769YJ1 029B	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/03/2008	12/26/2008		35,736.20	USD
IC673663H	1770JG82724	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	11/05/2008	12/19/2008		978.50	USD
IC673664H	177lJG82740	HNK	IMLC	SHENXIN TEXTILE IND. HK CO., LTD.	HK	11/05/2008	12/15/2008		16,814.80	USD
IC673666H	1773JG82806	HNK	IMLC	NANTONG ZHONG YING FASHION PROD LT	CN	11/05/2008	12/30/2008		48,461.00	USD
IC673667H	1774JG82807	HNK	IMLC	TY FASHION INTERNATIONAL CO., LTD	TW	11/05/2008	01/05/2009		134,286.83	USD
IC673668H	1775JG82813	HNK	IMLC	RGM GARMENT COMPANY LTD	HK	11/05/2008	12/17/2008		11,504.29	USD
IC673669H	1776LCEP07	HNK	IMLC	HONG KONG WINTAI GARMENT LTD	HK	11/05/2008	01/04/2009		7,858.13	USD
IC673670H	1777JW1020A	HNK	IMLC	IRREH LEATHER CO., LTD	KR	11/05/2008	12/17/2008		30,767.69	USD
IC673762H	1778JG82507	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	11/07/2008	12/24/2008		3,412.50	USD
IC673767H	1779JG82548	HNK	IMLC	TAl KEI KNITTERS LIMITED	HK	11/07/2008	12/24/2008		2,863.60	USD
IC673769H	1780JG82608	HNK	IMLC	CHINAMINE TRADING LTD.	HK	11/07/2008	12/20/2008		170,775.92	USD
IC673772H	178lJG82631	HNK	IMLC	SLITHER LTD.	HK	11/07/2008	12/24/2008		153,496.43	USD
IC673773H	1782JG82715	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK	11/07/2008	12/24/2008		16,059.89	USD
IC673776H	1783JG82721	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	11/07/2008	01/06/2009		79,659.77	USD
IC673779H	1784JG82796	HNK	IMLC	ARTSON GARMENTS LIMITED	HK	11/07/2008	12/22/2008		11,959.96	USD
IC673780H	1785JG82803	HNK	IMLC	SHANGHAI JOY PLUS FASHION CO., LTD	CN	11/07/2008	12/23/2008		20,586.93	USD

OSTSMY.RDF

Wachovia Bank, N.A.
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:

Date: 4

12/26/2008

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC673781H	1786JG82841	HNK	IMLC	SHENXIN TEXTILE IND. HK CO., LTD.	HK	11/07/2008	12/15/2008		42,463.18	USD
IC673782H	1787JG82859	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	11/07/2008	12/24/2008		147,367.50	USD
IC673783H	1788JSMJUSA	HNK	IMLC	EPIC DESIGNERS LTD	BD	11/07/2008	01/20/2009		85,213.21	USD
IC673784H	1789AG02OSP09	HNK	IMLC	ORIENT CRAFT LIMITED	IN	11/07/2008	01/16/2009		335,067.62	USD
IC673790H	1790HF07608	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	11/07/2008	12/25/2008		334,882.79	USD
IC673800H	17918F5683U	HNK	IMLC	SEJEE COMPANY LIMITED	HK	11/07/2008	12/30/2008		634,750.00	USD
IC673804H	1794KP1030A	HNK	IMLC	UNIVERSAL EXPRESS (GARMENT) LTD	HK	11/07/2008	12/27/2008		33,850.25	USD
IC673809H	1796IS1105U	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/07/2008	01/04/2009		89,393.18	USD
IC673810H	1797JSIC49U	HNK	IMLC	JK INDUSTRY CO., LTD	KR	11/07/2008	12/31/2008		32,822.48	USD
IC673811H	1798MK1022C	HNK	IMLC	POONG IN TRADING CO., LTD	KR	11/07/2008	12/26/2008		51,008.29	USD
IC673813H	1799REBE041	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/07/2008	01/10/2009		976,930.08	USD
IC673814H	180013000SH	HNK	IMLC	SEOHAP CO., LTD	KR	11/12/2008	01/16/2009		174,442.88	USD
IC673903H	1801JG82438	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK	11/11/2008	01/07/2009		122,198.93	USD
IC673905H	1803JG82788	HNK	IMLC	SHENXIN TEXTILE IND. HK CO., LTD.	HK	11/11/2008	12/15/2008		6,317.64	USD
IC673906H	1804JG82809	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	11/11/2008	01/07/2009		396,459.42	USD
IC673908H	1805JG82824	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	11/11/2008	02/07/2009		18,001.65	USD
IC673909H	1806JG82830	HNK	IMLC	SHENXIN TEXTILE IND. HK CO., LTD.	HK	11/11/2008	12/15/2008		9,352.09	USD
IC673910H	1807JG82853	HNK	IMLC	SHENXIN TEXTILE IND. HK CO., LTD.	HK	11/11/2008	12/15/2008		19,086.23	USD
IC673911H	1808JG82869	HNK	IMLC	RGM GARMENT COMPANY LTD	HK	11/11/2008	01/12/2009		36,347.15	USD
IC673915H	1810FK11072	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK	11/11/2008	12/17/2008		267,821.82	USD
IC673919H	1814HFNW038	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	11/11/2008	01/12/2009		229,283.38	USD
IC673920H	1815IJ0811-180	HNK	IMLC	INJAE TRADING COMPANY	HK	11/11/2008	01/10/2009		280,570.33	USD
IC673921H	1816IJ1021-116C	HNK	IMLC	INJAE TRADING COMPANY	HK	11/11/2008	01/09/2009		72,723.49	USD
IC673994H	1819FK11077	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	11/12/2008	12/17/2008		30,628.87	USD
IC674036H	1821JG82913	HNK	IMLC	CHERRY GROUP CO LTD	CN	11/13/2008	12/17/2008		71,841.92	USD
IC674037H	1822JG82915	HNK	IMLC	TAINAN ENTERPRISES CO LTD	TW	11/13/2008	12/27/2008		19,070.10	USD
IC674038H	1823FK11074	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	11/13/2008	12/17/2008		233,227.88	USD
IC674039H	1824FK11101	HNK	IMLC	JAZZING KNITTING CO. LTD.	HK	11/13/2008	12/17/2008		281,746.56	USD
IC674041H	18259S56078U	HNK	IMLC	MERIM CORP.	KR	11/13/2008	01/21/2009		323,654.12	USD
IC674042H	1826KP1105A	HNK	IMLC	UNIVERSAL EXPRESS (GARMENT) LTD	HK	11/13/2008	01/15/2009		101,352.72	USD

OSTSMY.RDF

Wachovia Bank, N.A.
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:

Date: 5

12/26/2008

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC674043H	1827RSl105	HNK	IMLC	SEOHAP CO., LTD	KR	11/13/2008	02/06/2009		45,717.76	USD
IC674045H	1828YJ1110A	HNK	IMLC	POONG IN TRADING CO., LTD	KR	11/13/2008	01/05/2009		74,539.65	USD
IC674049H	1829YJ1110B	HNK	IMLC	POONG IN TRADING CO., LTD	KR	11/13/2008	01/05/2009		105,799.24	USD
IC674051H	1830YJ1110C	HNK	IMLC	NURIAN INT’L INC.	KR	11/14/2008	01/05/2009		77,688.01	USD
IC674052H	1831YJ1110D	HNK	IMLC	HONGS INTERNATIONAL LTD.	KR	11/13/2008	01/05/2009		67,442.42	USD
IC674053H	1832YJ1110E	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	11/13/2008	01/05/2009		75,932.54	USD
IC674054H	1833YJ1110F	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2008	01/05/2009		91,007.66	USD
IC674056H	1834YJ1112B	HNK	IMLC	JUNG KWANG IND. CO., LTD.	KR	11/13/2008	01/19/2009		73,397.08	USD
IC674084H	18368F5679U	HNK	IMLC	SEJEE COMPANY LIMITED	HK	11/14/2008	01/04/2009		526,350.39	USD
IC674100H	1837JG82766	HNK	IMLC	RGM GARMENT COMPANY LTD	HK	11/17/2008	12/29/2008		55,139.83	USD
IC67410lH	1838JG82791	HNK	IMLC	SHANGHAI JOY PLUS FASHION CO., LTD	CN	11/17/2008	12/30/2008		3,977.15	USD
IC674102H	1839JG82825	HNK	IMLC	P.T. UNI-ENLARGEINDUSTRY INDONESIA	ID	11/17/2008	01/13/2009		18,050.51	USD
IC674103H	1840JG82864	HNK	IMLC	LAI’S KNITWEAR MANUFACTURING LTD.	HK	11/17/2008	01/07/2009		108,646.83	USD
IC674104H	184lJG82881	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	11/17/2008	12/31/2008		106,640.65	USD
IC674105H	1842JG82884	HNK	IMLC	SHANGHAI JOY PLUS FASHION CO., LTD	CN	11/18/2008	12/23/2008		35,540.82	USD
IC674107H	1843JG82890	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	11/17/2008	01/07/2009		117,646.38	USD
IC674108H	1844JG82896	HNK	IMLC	RGM GARMENT COMPANY LTD	HK	11/17/2008	12/31/2008		18,005.00	USD
IC674109H	1845JG82911	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	11/17/2008	12/31/2008		34,060.70	USD
IC674110H	1846JG82912	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	11/17/2008	12/31/2008		37,425.60	USD
IC67411lH	1847JG82925	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	11/17/2008	12/30/2008		234,073.14	USD
IC674112H	1848JG00163	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	11/17/2008	12/12/2008		33,012.00	USD
IC674113H	1849EPIC690U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN	11/17/2008	01/30/2009		221,961.10	USD
IC674114H	1850JSMCIPLA	HNK	IMLC	COSMOPOLITAN INDUSTRIES (PVT) LTD	BD	11/17/2008	01/09/2009		966,889.04	USD
IC674115H	185lJTES0130	HNK	IMLC	J-TEX GARMENT CO., LTD.	HK	11/17/2008	12/23/2008		103,281.62	USD
IC674116H	1852JY81208N	HNK	IMLC	SEOHAP CO., LTD	KR	11/17/2008	01/09/2009		90,147.75	USD
IC674117H	1853YJ1112A	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	11 /17/2008	01/05/2009		19,278.00	USD
IC674118H	1854YJ1112E	HNK	IMLC	JUNG KWANG IND. CO., LTD.	KR	11/17/2008	01/05/2009		193,811.33	USD
IC674160H	1854JG82882	HNK	IMLC	NANTONG ZHONG YING FASHION PROD LT	CN	11/18/2008	01/07/2009		24,599.82	USD
IC67416lH	1855JG82937	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	11/18/2008	01/01/2009		63,726.68	USD
IC674162H	1856JG82950	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	11/18/2008	01/27/2009		166,881.61	USD

OSTSMY.RDF

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:                 6

Date: 12/26/2008

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening		Expiry		L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date		Date		Liability Balance
IC674163H	1857JG82955	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK		11/18/2008		01/14/2009	86,955.64 USD
IC674166H	1858JG82957	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK		11/18/2008		12/30/2008	253,054.54 USD
IC674168H	1859EPIC655U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN		11/18/2008		12/20/2008	277,092.11 USD
IC674169H	1860JSMCIPLB	HNK	IMLC	COSMOPOLITAN INDUSTRIES (PVT) LTD	BD		11/18/2008		01/30/2009	203,822.24 USD
IC674170H	1861JSMDECUS	HNK	IMLC	EPIC DESIGNERS LTD	BD		11/18/2008		01/09/2009	184,689.26 USD
IC674171H	1862JSMNOVUS	HNK	IMLC	EPIC DESIGNERS LTD	BD		11/18/2008		12/30/2008	460,255.21 USD
IC674172H	1863TRICH119	HNK	IMLC	TRISTATE TRADING LIMITED-MACAO COM	MO		11/18/2008		01/13/2009	399,572.11 USD
IC674173H	1864YJ1112C	HNK	IMLC	JUNG KWANG IND . CO., LTD.	KR		11/18/2008		01/08/2009	129,344.36 USD
IC674187H	1866JG82964	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK		11/19/2008		01/07/2009	47,554.80 USD
IC674188H	1867FK11075	HNK	IMLC	FORTUNE MINT LIMITED	HK		11/19/2008		12/17/2008	412,267.20 USD
IC674192H	1868TS 11178N	HNK	IMLC	TAESAN FC CO LTD	KR		11/19/2008		01/20/2009	127,977.50 USD
IC674197H	1869MK1118A	HNK	IMLC	HONGS INTERNATIONAL LTD.	KR		11/19/2008		01/18/2009	84,614.54 USD
IC674199H	1870JSSI112	HNK	IMLC	SEOHAP CO., LTD	KR		11/19/2008		01/02/2009	55,936.05 USD
IC674200H	1871JTCH0130	HNK	IMLC	J-TEX GARMENT CO., LTD.	HK		11/19/2008		01/14/2009	164,469.11 USD
IC674202H	1872JG00162	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE		11/19/2008		12/12/2008	221,256.00 USD
IC674203H	1873JTM00130	HNK	IMLC	J-TEX GARMENT CO., LTD.	HK		11/19/2008		01/07/2009	135,592.15 USD
IC674211H	1874EPIC656U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN		11/19/2008		12/20/2008	55,628.01 USD
IC674212H	1875EPIC659U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN		11/19/2008		12/20/2008	122.34 USD
IC674217H	1877JNOP741	HNK	IMLC	EXCELLENT JADE LIMITED	HK		11/19/2008		01/27/2009	88,683.00 USD
IC674315H	1880JNOQ3944	HNK	IMLC	EXCELLENT JADE LIMITED	HK		11/21/2008		12/16/2008	176,184.16 USD
IC674317H	1881JN2B211	HNK	IMLC	EXCELLENT JADE LIMITED	HK		11/21/2008		12/17/2008	60,806.55 USD
IC674318H	1882JNOQ045	HNK	IMLC	EXCELLENT JADE LIMITED	HK		11/21/2008		12/23/2008	201,676.04 USD
IC674319H	1883JNOP7361	HNK	IMLC	EXCELLENT JADE LIMITED	HK		11/21/2008		01/27/2009	32,828.37 USD
IC674320H	1884LCEP06	HNK	IMLC	HONG KONG WINTAI GARMENT LTD	HK		11/21/2008		01/04/2009	59,489.62 USD
IC674341H	1885JG82504	HNK	IMLC	FASTWELL KNITWEAR MANUFACTURING L	HK		11/24/2008		01/07/2009	89,384.26 USD
IC674342H	1886JG82696	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK		11/24/2008		01/07/2009	163,205.42 USD
IC674343H	1887JG82700	HNK	IMLC	NANTONG KINSWEAR MFTG . CO LTD.	CN		11/24/2008		01/03/2009	12,796.05 USD
IC674344H	1888JG82815	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH		11/24/2008		01/07/2009	13,734.00 USD
IC674347H	1889JG82861	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH		11/24/2008		01/07/2009	20,748.00 USD
IC674348H	1890JG82960	HNK	IMLC	LUNG KAE GARMENT CO	HK		11/24/2008		01/05/2009	214,960.71 USD

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:                 7

Date: 12/26/2008

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC674350H	1891JG82962	HNK	IMLC	WINNER WAY INDUSTRIAL LTD .	HK	11/24/2008	01/07/2009	101,934.39 USD
IC674351H	1892JG82980	HNK	IMLC	NANTONG KINSWEAR MFTG. CO LTD .	CN	11/24/2008	12/30/2008	111,730.32 USD
IC674352H	I893JG82987	HNK	IMLC	TAI KEI KNITTERS LIMITED	HK	11/24/2008	12/31/2008	192,852.65 USD
IC674353H	1894JG82990	HNK	IMLC	LAI KO KNITTING FTY. LTD .	HK	11/24/2008	12/31/2008	97,242.05 USD
IC674354H	1895JG82993	HNK	IMLC	CHERRY GROUP CO LTD	CN	11/24/2008	12/25/2008	71,811.57 USD
IC674355H	I896JG82999	HNK	IMLC	SHANGHAI JOY PLUS FASHION CO., LTD	CN	11/24/2008	12/27/2008	148,689.65 USD
IC674356H	1897JG83006	HNK	IMLC	KWIN HING KNITTING FTY. LTD .	HK	11/24/2008	12/31/2008	103,125.18 USD
IC674357H	1898JG83008	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	11/24/2008	12/31/2008	23,892.40 USD
IC674358H	1899JG83011	HNK	IMLC	CHINAMINE TRADING LTD.	HK	11/24/2008	01/05/2009	160,496.19 USD
IC674360H	1901AG03ASP09	HNK	IMLC	APPAREL MERCHANDISING CO.,	IN	11/24/2008	01/23/2009	115,744.02 USD
IC674361H	1902IJ1021-116B	HNK	IMLC	INJAE TRADING COMPANY	HK	11/24/2008	01/09/2009	184,622.39 USD
IC674362H	1903TRICH117	HNK	IMLC	TRISTATE TRADING LIMITED-MACAO COM	MO	11/24/2008	01/13/2009	169,198.86 USD
IC674364H	1904MK1117A	HNK	IMLC	HONGS INTERNATIONAL LTD.	KR	11/24/2008	01/05/2009	92,697.99 USD
IC674365H	1905YJ1112D	HNK	IMLC	JUNG KWANG IND . CO., LTD .	KR	11/24/2008	01/08 /2009	44,541.00 USD
IC674411H	1906JG82919	HNK	IMLC	SLITHER LTD.	HK	11/25/2008	01/07/2009	108,934.35 USD
IC674412H	1907JG82938	HNK	IMLC	SLITHER LTD .	HK	11/25/2008	12/31/2008	93,040.03 USD
IC674413H	1908JG82941	HNK	IMLC	CRYSTAL CLEAR WEALTH LTD	TW	11/25/2008	12/30/2008	261,666.15 USD
IC674414H	1909JG82963	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	11/25/2008	01/08/2009	38,916.00 USD
IC674415H	1910JG83004	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	11/25/2008	12/31/2008	521,011.34 USD
IC674416H	1911JG83010	HNK	IMLC	WILFORD KNITWEAR FTY. LTD.	HK	11/25/2008	12/31/2008	174,535.22 USD
IC674417H	1912JG83018	HNK	IMLC	CHIN HO KNITTING FACTORY LIMITED	HK	11/25/2008	12/31/2008	453,400.52 USD
IC674418H	1913JG83022	HNK	IMLC	UNITEX FASHION (KNITWEAR) LIMITED	HK	11/25/2008	12/30/2008	829,152.84 USD
IC674420H	1914JG83039	HNK	IMLC	P.T . MASTERINDO JAY A ABADI	ID	11/25/2008	01/20/2009	229,832.69 USD
IC674421H	1915JG83041	HNK	IMLC	BURI CO. , LTD .	TH	11/25/2008	12/17/2008	39,081.17 USD
IC674423H	1916JG83042	HNK	IMLC	CHERRY GROUP CO LTD	CN	11/25/2008	01/01/2009	45,299.28 USD
IC674424H	1917JG83065	HNK	IMLC	FASTWELL KNITWEAR MANUFACTURING L	HK	11/25/2008	01/07 /2009	200,279.24 USD
IC674425H	1918JG83066	HNK	IMLC	FORTUNE MINT LIMITED	HK	11/25/2008	01/07/2009	24,455.90 USD
IC674450H	1919IJ1021116A	HNK	IMLC	INJAE TRADING COMPANY	HK	11/26/2008	12/26/2008	76,284.64 USD
IC674452H	1920JG82620	HNK	IMLC	CHINAMINE TRADING LTD.	HK	11/26/2008	01/12/2009	76,996.24 USD
IC674453H	1921JG82852	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	11/26/2008	01/14/2009	11,643.75 USD

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:                 8

Date: 12/26/2008

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC674454H	1922JG82922	HNK	IMLC	SLITHER LTD.	HK	11/26/2008	01/12/2009	16,615.20 USD
IC674455H	1923JG82969	HNK	IMLC	SLITHER LTD.	HK	11/26/2008	01/14/2009	14,414.40 USD
IC674456H	1924JG82981	HNK	IMLC	NANTONG ZHONG YING FASHION PROD LT	CN	11/26/2008	01/12/2009	25,233.30 USD
IC674457H	1925JG82982	HNK	IMLC	TY FASHION INTERNATIONAL CO., LTD	TW	11/26/2008	01/16/2009	14,868.00 USD
IC674459H	1926JG83013	HNK	IMLC	LAKEWILL SILK AND GARMENT LIMITED	HK	11/26/2008	01/10/2009	57,078.53 USD
IC674460H	1927JG83031	HNK	IMLC	CHINAMINE TRADING LTD.	HK	11/26/2008	01/12/2009	14,307.73 USD
IC674461H	1928JG83067	HNK	IMLC	JAZZING KNITTING CO. LTD.	HK	11/26/2008	01/14/2009	171,390.30 USD
IC674463H	1929JG83068	HNK	IMLC	KATTIE FASHION (HONG KONG) LIMITED	HK	11/26/2008	01/14/2009	239,811.16 USD
IC674464H	1930EPIC649U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN	11/26/2008	12/29/2008	120,997.54 USD
IC674465H	1931JBDJU39C	HNK	IMLC	EPIC DESIGNERS LTD	BD	11/26/2008	02/14/2009	157,139.45 USD
IC674467H	1932JNOQ646	HNK	IMLC	EXCELLENT JADE LIMITED	HK	11/26/2008	12/30/2008	571,540.12 USD
IC674469H	1934TRIVN114	HNK	IMLC	TRISTATE TRADING LIMITED -MACAO COM	MO	11/26/2008	12/27/2008	59,191.74 USD
IC674470H	1935KP1113A	HNK	IMLC	UNIVERSAL EXPRESS (GARMENT) LTD	HK	11/26/2008	01/10/2009	139,000.50 USD
IC674471H	1936MK1022B	HNK	IMLC	POONG IN TRADING CO., LTD	KR	11/26/2008	01/18/2009	22,856.10 USD
IC674542H	1937JG82431	HNK	IMLC	FASTWELL KNITWEAR MANUFACTURING L	HK	12/03/2008	01/21/2009	13,551.60 USD
IC674543H	1938JG82555	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	12/03/2008	01/21/2009	13,020.00 USD
IC674544H	1939JG82601	HNK	IMLC	COME LONG FASHION KNITS LTD.	HK	12/03/2008	01/27/2009	50,850.40 USD
IC674545H	1940JG82621	HNK	IMLC	CHINAMINE TRADING LTD.	HK	12/03/2008	01/19/2009	232,726.58 USD
IC674546H	1941JG82736	HNK	IMLC	RGM GARMENT COMPANY LTD	HK	12/03/2008	01/18/2009	15,162.75 USD
IC674548H	1942JG82756	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	12/03/2008	01/28/2009	55,126.16 USD
IC674550H	1943JG82761	HNK	IMLC	CHINAMINE TRADING LTD.	HK	12/03/2008	01/26/2009	170,022.53 USD
IC674551H	1944JG82855	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	12/03/2008	02/01/2009	28,031.25 USD
IC674552H	1945JG82863	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	12/03/2008	01/21/2009	55,335.00 USD
IC674553H	1946JG82867	HNK	IMLC	SHANGHAI JOY PLUS FASHION CO., LTD	CN	12/03/2008	01/27/2009	61,477.60 USD
IC674554H	1947JG82873	HNK	IMLC	UNIMIX EXPORTERS LTD	HK	12/03/2008	01/30/2009	68,423.85 USD
IC674555H	1948JG82892	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	12/03/2008	02/04/2009	101,202.88 USD
IC674556H	1949JG82909	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	12/03/2008	02/04/2009	134,290.10 USD
IC674557H	1950JG82921	HNK	IMLC	SLITHER LTD.	HK	12/03/2008	01/28/2009	23,352.00 USD
IC674558H	1951JG82923	HNK	IMLC	SLITHER LTD.	HK	12/03/2008	01/28/2009	16,210.40 USD
IC674559H	1952JG82927	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	12/03/2008	02/14/2009	16,156.35 USD

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:                 9

Date: 12/26/2008

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC674562H	1953JG82939	HNK	IMLC	SLITHER LTD.	HK	12/03/2008	02/04/2009	43,993.32 USD
IC674567H	1954JG82940	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	12/03/2008	02/04/2009	29,124.90 USD
IC674569H	1955JG82954	HNK	IMLC	LUNG KAE GARMENT CO	HK	12/03/2008	01/21/2009	21,965.00 USD
IC674570H	1956JG82967	HNK	IMLC	ESQUEL ENTERPRISES LIMITED	HK	12/03/2008	01/19/2009	58,663.66 USD
IC674572H	1957JG83014	HNK	IMLC	LAKEWILL SILK AND GARMENT LIMITED	HK	12/03/2008	01/17/2009	35,428.05 USD
IC674573H	1958JG83030	HNK	IMLC	LAKEWILL SILK AND GARMENT LIMITED	HK	12/03/2008	03/21/2009	144,937.84 USD
IC674574H	1959JG83037	HNK	IMLC	UNIMIX EXPORTERS LTD	HK	12/03/2008	02/02/2009	92,207.48 USD
IC674575H	1960JG83055	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	12/03/2008	03/25/2009	12,293.87 USD
IC674576H	1961JG83057	HNK	IMLC	UNITEX FASHION (KNITWEAR) LIMITED	HK	12/03/2008	02/01/2009	62,213.28 USD
IC674577H	1962JG83059	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	12/03/2008	02/18/2009	58,007.25 USD
IC674579H	1963JG83070	HNK	IMLC	FORMOSTAR GARMENT CO LTD	TW	12/03/2008	02/03/2009	53,211.38 USD
IC674580H	1964JG83100	HNK	IMLC	FORMOSTAR GARMENT CO LTD	TW	12/03/2008	01/01/2009	157,979.77 USD
IC674581H	1965JSMJANUSA	HNK	IMLC	EPIC GARMENTS MANUFACTURING CO LT	BD	12/03/2008	01/30/2009	136,244.81 USD
IC674583H	1966HF07708	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	12/03/2008	02/14/2009	520,574.63 USD
IC674584H	1967HFNW039	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	12/03/2008	02/09/2009	462,140.38 USD
IC674588H	1969JN2B212	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/03/2008	01/21/2009	67,032.00 USD
IC674589H	1970JNOP737	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/03/2008	01/27/2009	25,550.60 USD
IC674590H	1971JNOQ749	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/03/2008	12/31/2008	14,786.97 USD
IC674591H	1972TRICH133	HNK	IMLC	TRISTATE TRADING LIMITED-MACAO COM	MO	12/03/2008	01/13/2009	196,950.11 USD
IC674592H	1973DSOl121	HNK	IMLC	SEOHAP CO., LTD	KR	12/03/2008	02/06/2009	37,939.10 USD
IC674594H	1974JS1029	HNK	IMLC	SEOHAP CO., LTD	KR	12/03/2008	02/13/2009	79,909.82 USD
IC674595H	1975MK1125A	HNK	IMLC	HONGS INTERNATIONAL LTD.	KR	12/03/2008	01/25/2009	166,998.37 USD
IC674597H	1976YJl121A	HNK	IMLC	NURIAN INT’L INC.	KR	12/03/2008	01/16/2009	529,628.40 USD
IC674602H	197713001SH	HNK	IMLC	SEOHAP CO., LTD	KR	12/03/2008	01/23/2009	38,490.82 USD
IC674637H	1978JG83071	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	12/04/2008	01/27/2009	57,496.22 USD
IC674638H	1979JG83083	HNK	IMLC	ESQUEL ENTERPRISES LIMITED	HK	12/04/2008	12/29/2008	52,216.50 USD
IC674639H	1980JG83084	HNK	IMLC	ESQUEL ENTERPRISES LIMITED	HK	12/04/2008	01/26/2009	57,189.50 USD
IC674640H	1981JG83085	HNK	IMLC	P.T. UNI-ENLARGEINDUSTRY INDONESIA	ID	12/04/2008	01/20/2009	188,474.56 USD
IC674641H	1982JG83087	HNK	IMLC	P.T. UNI-ENLARGEINDUSTRY INDONESIA	ID	12/04/2008	02/10/2009	47,572.56 USD
IC674642H	1983JG83097	HNK	IMLC	TAINAN ENTERPRISES CO LTD	TW	12/04/2008	01/17/2009	33,368.79 USD

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:               10

Date: 12/26/2008

Applicant Name: JONES APPAREL GROUP USA ,INC.

L/C Bank						Opening	Expiry		L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date		Liability Balance
IC674643H	1984JG83113	HNK	IMLC	WILFORD KNITWEAR FTY . LTD.	HK	12/04/2008		01/10/2009	95,758.20   USD
IC674644H	1985JG83114	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	12/04/2008		01/10/2009	234,705.75   USD
IC674645H	1986JG83123	HNK	IMLC	SHANGHAI JOY PLUS FASHION CO., LTD	CN	12/04/2008		01/31/2009	12,530.95   USD
IC674646H	1987JG83124	HNK	IMLC	SHANGHAI JOY PLUS FASHION CO., LTD	CN	12/04/2008		01/13/2009	36,283.37   USD
IC674647H	1988JG83126	HNK	IMLC	RGM GARMENT COMPANY LTD	HK	12/04/2008		01/19/2009	26,845.85   USD
IC674648H	1989JG83137	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	12/04/2008		12/3112008	147,758.17   USD
IC674649H	1990JG83138	HNK	IMLC	KATTIE FASHION (HONG KONG) LIMITED	HK	12/04/2008		12/31/2008	118,367.23   USD
IC674650H	1991JG83142	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	12/04/2008		01/07/2009	40,717.77   USD
IC674651H	1992JG83144	HNK	IMLC	DASHING INDUSTRIAL COMPANY LIMITED	HK	12/04/2008		01/08/2009	127,962.89   USD
IC674653H	1993JG83146	HNK	IMLC	JAZZING KNITTING CO. LTD.	HK	12/04/2008		12/31/2008	147,902.40   USD
IC674654H	1994JG83157	HNK	IMLC	RGM GARMENT COMPANY LTD	HK	12/04/2008		01/19/2009	28,718.03   USD
IC674655H	1995JG83164	HNK	IMLC	CHERRY GROUP CO LTD	CN	12/04/2008		12/24/2008	25,104.50   USD
IC674656H	1996EGMCLA66	HNK	IMLC	EPIC GARMENTS MANUFACTURING CO LT	BD	12/04/2008		01/30/2009	136,244.81   USD
IC674657H	1997EPIC660U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN	12/04/2008		01/08/2009	41,782.94   USD
IC674658H	1998EPIC662U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN	12/04/2008		01/15/2009	280,523.21   USD
IC674659H	1999EPIC664U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN	12/04/2008		01/15/2009	243,020.02   USD
IC674665H	2000EPIC668U	HNK	IMLC	EPIC DESIGNERS VIETNAM LTD.	VN	12/04/2008		01/14/2009	19,947.84   USD
IC674666H	2001JBDJUSA	HNK	IMLC	EPIC DESIGNERS LTD	BD	12/04/2008		01/30/2009	147,616.58   USD
IC674667H	2002HFD069	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	12/04/2008		01/13/2009	149,364.30   USD
IC674668H	2003HFD070	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	12/04/2008		01/20/2009	53,633.13   USD
lC674669H	20059S5601U	HNK	IMLC	SEJEE COMPANY LIMITED	HK	12/04/2008		01/23/2009	38,225.88   USD
IC674670H	20069S5606U	HNK	IMLC	SEJEE COMPANY LIMITED	HK	12/04/2008		01/13/2009	149,708.08   USD
IC674671H	2007JN2B210	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/04/2008		01/2112009	46,865.70   USD
IC674672H	2008TRICH135	HNK	IMLC	TRISTATE TRADING LIMITED-MACAO COM	MO	12/04/2008		02/10/2009	606,742.19   USD
IC674673H	2009TRIHT022	HNK	IMLC	TRISTATE TRADING LIMITED-MACAO COM	MO	12/04/2008		02/01/2009	52,464.11   USD
IC674674H	201OSH12108N	HNK	IMLC	SEOHAP CO., LTD	KR	12/04/2008		02/13/2009	40,857.68   USD
IC674675H	201lTS112608	HNK	IMLC	TAESAN FC CO LTD	KR	12/04/2008		01/20/2009	118,593.20   USD
IC674689H	2012JG83088	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	12/08/2008		01/14/2009	545,034.00   USD
IC674711H	2013JG82973	HNK	IMLC	TY FASHION INTERNATIONAL CO., LTD	TW	12/08/2008		01/30/2009	111,636.00   USD
IC674712H	20 14JG82983	HNK	IMLC	KING STAR GARMENT INTL CO., LTD.	TW	12/08/2008		01/09/2009	12,695.76   USD

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:               11

Date: 12/26/2008

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC674713H	2015JG83162	HNK	IMLC	BURI CO., LTD.	TH	12/08/2008	12/31/2008	293,943.15   USD
IC674714H	2016JG83166	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	12/08/2008	01/14/2009	334,416.10   USD
IC674716H	2017JG83167	HNK	IMLC	TAINAN ENTERPRISES CO LTD	TW	12/08/2008	01/17/2009	100,813.35   USD
IC674718H	2018JG83175	HNK	IMLC	CHINAMINE TRADING LTD.	HK	12/08/2008	01/31/2009	28,479.75   USD
IC674719H	2019JG83184	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	12/08/2008	02/03/2009	52,368.07   USD
IC674720H	2020JG83192	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	12/08/2008	02/24/2009	37,136.48   USD
IC674721H	2021JG83195	HNK	IMLC	CHERRY GROUP CO LTD	CN	12/08/2008	01/15/2009	115,163.81   USD
IC674722H	2022JG83196	HNK	IMLC	CHERRY GROUP CO LTD	CN	12/08/2008	01/15/2009	70,199.34   USD
IC674723H	2023JG83207	HNK	IMLC	TAINAN ENTERPRISES CO LTD	TW	12/08/2008	02/07/2009	16,065.00   USD
IC674728H	20249WSTl124	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	12/08/2008	01/13/2009	13,467.30   USD
IC674732H	2025AG07OSP09	HNK	IMLC	ORIENT CRAFT LIMITED	IN	12/08/2008	03/04/2009	129,433.40   USD
IC674734H	2026HF08208	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	12/08/2008	02/14/2009	432,965.92   USD
IC674735H	2028JTSPKAP	HNK	IMLC	J-TEX GARMENT CO., LTD.	HK	12/08/2008	01/05/2009	202,548.90   USD
IC674736H	20299S5609U	HNK	IMLC	SEJEE COMPANY LIMITED	HK	12/08/2008	01/27/2009	446,370.31   USD
IC674737H	2030JN2B513	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/08/2008	02/11/2009	60,439.59   USD
IC674738H	2031JSU1202	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	12/10/2008	01/18/2009	233,590.83   USD
IC674739H	2032SEP1204	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	12/08/2008	01/18/2009	44,122.76   USD
IC674740H	2033YJl203A	HNK	IMLC	NURIAN INT’L INC.	KR	12/08/2008	02/05/2009	48,392.32   USD
IC674741H	2034YJl203B	HNK	IMLC	POONG IN TRADING CO., LTD	KR	12/08/2008	02/05/2009	23,476.64   USD
IC674743H	2035YJl203C	HNK	IMLC	HONGS INTERNATIONAL LTD.	KR	12/08/2008	02/05/2009	25,363.17   USD
IC674745H	2036YJl203D	HNK	IMLC	SAMKWANG APPAREL CORP	KR	12/08/2008	02/05/2009	50,053.21   USD
IC674747H	2037YJl203E	HNK	IMLC	JUNG KWANG IND. CO., LTD.	KR	12/08/2008	02/05/2009	134,920.30   USD
IC674749H	2038YJl203G	HNK	IMLC	JUNG KWANG IND. CO., LTD.	KR	12/08/2008	02/05/2009	390,255.87   USD
IC674750H	2039YJl203I	HNK	IMLC	SAMKWANG APPAREL CORP	KR	12/08/2008	02/05/2009	668,859.91   USD
IC674751H	2040YJl203J	HNK	IMLC	NURIAN INT’L INC.	KR	12/08/2008	02/05/2009	20,097.00   USD
IC674752H	2041YJl203K	HNK	IMLC	JUNG KWANG IND. CO., LTD.	KR	12/08/2008	02/10/2009	28,014.27   USD
IC674753H	2042YJl203L	HNK	IMLC	NURIAN INT’L INC.	KR	12/08/2008	02/15/2009	144,258.98   USD
IC674756H	2043YM1202A	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	12/08/2008	02/15/2009	474,165.34   USD
IC674830H	2044JG83187	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	12/10/2008	01/21/2009	246,983.63   USD
IC674831H	2045JG83190	HNK	IMLC	ESQUEL ENTERPRISES LIMITED	HK	12/10/2008	01/26/2009	24,496.79   USD

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:               12

Date: 12/26/2008

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry		L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date		Liability Balance
IC674832H	2046JG83203	HNK	IMLC	BURI CO ., LTD.	TH	12/10/2008		01/14/2009	266,339.42   USD
IC674835H	2047JG83215	HNK	IMLC	FORMOSTAR GARMENT CO LTD	TW	12/10/2008		01/22/2009	648,059.19   USD
IC674836H	2048JG83217	HNK	IMLC	BURI CO., LTD.	TH	12/10/2008		02/25/2009	492,233.72   USD
IC674837H	2049JG83230	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	12/10/2008		01/28/2009	31,206.17   USD
IC674838H	2050JG83233	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	12/10/2008		01/28/2009	62,675.92   USD
IC674839H	205lJ G83241	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK	12/10/2008		01/28/2009	16,868.20   USD
IC674840H	2052JG83242	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	12/10/2008		01/28/2009	16,520.26   USD
IC674841H	2053JG83248	HNK	IMLC	TAINAN ENTERPRISES CO LTD	TW	12/10/2008		01/21/2009	298,059.75   USD
IC674843H	2054JG83249	HNK	IMLC	TAINAN ENTERPRISES CO LTD	TW	12/10/2008		02/04/2009	934,969.21   USD
IC674844H	2058JG83251	HNK	IMLC	CHERRY GROUP CO LTD	CN	12/10/2008		01/07/2009	123,320.55   USD
IC674845H	2059JG83257	HNK	IMLC	SHENXIN TEXTILE IND. HK CO., LTD.	HK	12/10/2008		01/14/2009	609,167.12   USD
IC674846H	2060JG83258	HNK	IMLC	SHENXIN TEXTILE IND. HK CO., LTD.	HK	12/10/2008		01/19/2009	43,374.55   USD
IC674847H	206lJG83266	HNK	IMLC	CHIN HO KNITTING FACTORY LIMITED	HK	12/10/2008		01/28/2009	14,432.50   USD
IC674848H	2062JG83274	HNK	IMLC	ESQUEL ENTERPRISES LIMITED	HK	12/10/2008		02/09/2009	75,758.00   USD
IC674849H	2063JG83275	HNK	IMLC	ESQUEL ENTERPRISES LIMITED	HK	12/10/2008		03/02/2009	127,108.58   USD
IC674859H	2064JG83239	HNK	IMLC	FABRICA DEMALHAS UNIVERSAL LDA	MO	12/11/2008		03/04/2009	55,881.00   USD
IC674860H	2065JG83280	HNK	IMLC	FORMOSTAR GARMENT CO LTD	TW	12/11/2008		01/29/2009	423,101.09   USD
IC674861H	2066JG83287	HNK	IMLC	TAINAN ENTERPRISES CO LTD	TW	12/11/2008		01/17/2009	79,531.20   USD
IC674862H	2067JG83289	HNK	IMLC	FASTWELL KNITWEAR MANUFACTURING L	L HK	12/11/2008		02/04/2009	20,221.60   USD
IC674863H	2068JG83292	HNK	IMLC	FORMOSTAR GARMENT CO LTD	TW	12/11/2008		01/12/2009	585,910.38   USD
IC674864H	2069JG83294	HNK	IMLC	DO DO FASHION LTD.	HK	12/11/2008		02/02/2009	89,287.06   USD
IC674865H	2070JG83297	HNK	IMLC	PAK TAK KNITTING AND GARMENT FTY	HK	12/11/2008		01/07/2009	75,709.51   USD
IC674867H	207lJG83299	HNK	IMLC	WINNER WAY INDUSTRIAL LTD.	HK	12/11/2008		01/14/2009	114,366.30   USD
IC674868H	2072JK83186	HNK	IMLC	WONDERFUL INT’L GROUP (HK) LTD.	HK	12/18/2008		01/1112009	184,437.72   USD
IC674869H	2073PD200837	HNK	IMLC	TONGLU PUDE GARMENTS CO.	CN	12/11/2008		01/10/2009	118,189.53   USD
IC674873H	2074PD200839	HNK	IMLC	TONGLU PUDE GARMENTS CO.	CN	12/11/2008		01/31/2009	188,244.96   USD
IC674875H	2075HF08408	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	12/11/2008		02/14/2009	849,564.16   USD
IC674876H	2076HFD071	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	12/11/2008		02/10/2009	344,535.40   USD
IC674878H	2077JWD11218	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	12/11/2008		01/13/2009	225,116.18   USD
IC674879H	20789S5618BU	HNK	IMLC	SEJEE COMPANY LIMITED	HK	12/11/2008		01/09/2009	18,149.82   USD

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page:               13

Date: 12/26/2008

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC674880H	20799S5618VU	HNK	IMLC	SEJEE COMPANY LIMITED	HK	12/11/2008	01/09/2009	24,691.59		USD
IC674881H	2080JN2B214	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/11/2008	01/21/2009	68,584.95		USD
IC674882H	2081JN2B315	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/11/2008	12/25/2008	22,569.75		USD
IC674883H	2082JNOQ554	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/11/2008	02/04/2009	79,698.11		USD
IC674885H	2083JNOQ752	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/11/2008	12/31/2008	17,796.08		USD
IC674886H	2084JNOS753	HNK	IMLC	EXCELLENT JADE LIMITED	HK	12/11/2008	01/13/2009	220,333.66		USD
IC674887H	2085TRICH139	HNK	IMLC	TRISTATE TRADING LIMITED-MACAO COM	MO	12/11/2008	02/03/2009	475,603.56		USD
IC674888H	2086TRIVN119	HNK	IMLC	TRISTATE TRADING LIMITED — MACAO	MO	12/11/2008	01/16/2009	18,577.78		USD
IC674889H	2087JG83285	HNK	IMLC	CHERRY GROUP CO LTD	CN	12/11/2008	01/07/2009	124,962.38		USD
IC674891H	2088JG83298	HNK	IMLC	TAl KEI KNITTERS LIMITED	HK	12/11/2008	01/07/2009	155,564.78		USD
IC674892H	2089IS1204U	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	12/11/2008	02/01/2009	319,150.72		USD
IC674893H	2090JSS1204	HNK	IMLC	SEOHAP CO., LTD	KR	12/11/2008	02/06/2009	6,174.00		USD
IC674896H	209IJSU1205	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	12/11/2008	01/19/2009	227,434.89		USD
						Appl Name Total:			52,246,478.94
							Total:		66,554,127.98
BA/ACCPT Summary:
							Total:

*** END OF OUTSTANDING SUMMARY REPORT

OSTSMY.RDF

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: NINE WEST Page:                 1

Date: 12/26/2008

Applicant Name: NINE WEST GROUP INC.

L/C Bank						Opening	Expiry		L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date		Liability Balance
IC663853H	NW0152DP449	HNK	IMLC	WTL ENTERPRISE CO. LTD .	TW	10/06/2008		01/03/2009	101,706.00 USD
IC664264H	NWO156MB 1016	HNK	IMLC	FASHION FOCUS MFG LTD.	HK	10/2112008		01/20/2009	29,260.00 USD
IC673799H	NW0160ND1023	HNK	IMLC	SUPERL HOLDINGS LIMITED	HK	11/07/2008		12/20/2008	7,146.36 USD
IC673805H	NW0162ND1029	HNK	IMLC	COSI COSI FOOTWEAR S.L.	ES	11/07/2008		01/10/2009	72,085.50 USD
IC673929H	NW0165LZ023	HNK	IMLC	FASHION FOCUS MFG LTD.	HK	11/11/2008		01/13/2009	60,454.00 USD
IC673984H	NW0180DP459	HNK	IMLC	CORAL REEF ASIA PACIFIC	HK	11/12/2008		01/25/2009	78,000.00 USD
IC673985H	NWO181CR0031	HNK	IMLC	CORAL REEF ASIA PACIFIC	HK	11/12/2008		01/30/2009	5,733.00 USD
IC673988H	NW0182DP455	HNK	IMLC	CORAL REEF ASIA PACIFIC	HK	11/12/2008		01/31/2009	66,223.20 USD
IC673989H	NW0183ND009	HNK	IMLC	BASINI ENTERPRISE CO. LTD.	TH	11/12/2008		02/03/2009	19,800.00 USD
IC673990H	NW0184DP452	HNK	IMLC	WTL ENTERPRISE CO. LTD.	TW	11/14/2008		02/04/2009	173,742.00 USD
IC673991H	NW0185DP456	HNK	IMLC	HONOUR SERVICES LTD.	TW	11/12/2008		02/04/2009	283,035.00 USD
IC673992H	NW0186DP457	HNK	IMLC	BROWN PACIFIC TRADING LTD.	HK	11/12/2008		02/04/2009	245,622.00 USD
IC673993H	NW0187DP458	HNK	IMLC	SHUASIA INTERNATIONAL TRADING LTD .	HK	11/12/2008		02/04/2009	198,648.96 USD
IC674419H	NW0188DP461	HNK	IMLC	GOLDEN MATE INTERNATIONAL CORP.	TW	11/25/2008		02/04/2009	48,844.80 USD
IC674422H	NW0189DP460	HNK	IMLC	PRESTIGE FOOTWEAR CO. LTD.	TW	11/25/2008		02/04/2009	48,285.60 USD
IC674704H	NW0190JB120108	HNK	IMLC	SUPERL HOLDINGS LIMITED	HK	12/05/2008		02/11/2009	166,338.44 USD
IC674705H	NW0191ND112508	HNK	IMLC	SUPERL HOLDINGS LIMITED	HK	12/05/2008		02/11/2009	163,660.74 USD
IC674706H	NW0192DP462	HNK	IMLC	BROWN PACIFIC TRADING LTD .	HK	12/05/2008		02/25/2009	167,665.50 USD
IC674707H	NW0193DP463	HNK	IMLC	WTL ENTERPRISE CO. LTD.	TW	12/05/2008		02/25/2009	76,176.00 USD
IC674926H	NW0194DP464	HNK	IMLC	HONOUR SERVICES LTD.	TW	12/11/2008		03/04/2009	34,425.00 USD
IC674927H	NW0195DP465	HNK	IMLC	WTL ENTERPRISE CO. LTD.	TW	12/11/2008		03/04/2009	172,672.50 USD
IC674928H	NW0196ND010	HNK	IMLC	BASINI ENTERPRISE CO. LTD.	TH	12/11/2008		02/25/2009	26,040.00 USD
IC674929H	NW0197DP466	HNK	IMLC	PUIBRIGHT INVESTMENTS LIMITED	HK	12/11/2008		03/06/2009	108,904.20 USD
IC674930H	NW0198DP467	HNK	IMLC	MASTERSHIP INTERNATIONAL CO., LTD.	TW	12/11/2008		02/10/2009	155,692.80 USD
IC674931H	NW0199DP468	HNK	IMLC	MASTERSHIP INTERNATIONAL CO., LTD.	TW	12/11/2008		03/04/2009	30,404.16 USD
IC675288H	NW0200ND011	HNK	IMLC	CORAL REEF ASIA PACIFIC LTD	HK	12/22/2008		02/03/2009	34,140.75 USD
IC675289H	NW0201SP66	HNK	IMLC	WTL ENTERPRISE CO. LTD.	TW	12/22/2008		02/20/2009	35,089.20 USD
IC675290H	NW0202SP67	HNK	IMLC	MASTERSHIP INTERNATIONAL CO., LTD.	TW	12/22/2008		02/15/2009	35,893.00 USD
IC675291H	NW0203DP470	HNK	IMLC	GOLDEN MATE INTERNATIONAL CORP.	TW	12/22/2008		03/04/2009	260,602.80 USD
IC675292H	NW0204DP469	HNK	IMLC	PRESTIGE FOOTWEAR CO. LTD.	TW	12/22/2008		03/04/2009	115,438.50 USD

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: NINE WEST Page:                 2

Date: 12/26/2008

Applicant Name: NINE WEST GROUP INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC675293H	NW0205ND012	HNK	IMLC	CORAL REEF ASIA PACIFIC LTD	HK	12/22/2008	03/06/2009	32,448.00 USD
IC675309H	NW206SP68	HNK	IMLC	WTL ENTERPRISE CO. LTD.	TW	12/23/2008	02/24/2009	57,003.45 USD
						Appl Name Total:			3,111,181.46
							Total:		3,111,181.46
BA/ACCPT Summary:
							Total:

*** END OF OUTSTANDING SUMMARY REPORT

OSTSMY.RDF

Wachovia Bank, N.A. 
Outstanding Summary Report
For Applicant: JONES APPAREL

Applicant Name: Jones Retail

L/C Bank	L/C Cust					Opening	Expiry	L/C
Reference	Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Balance
SM233625	SM233625	USA	SBLC	Longchamp Usa, Inc	US	12/23/2008	11/30/2009		1,100,000.00

JPMorgan Chase Bank, N.A.

Letters of Credit Outstanding by Bank Reference Number

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
TITI-561172-0058	AIR	USD		24537.24	SEP 26, 2008	—
TITI-561172-0059	AIR	USD		31492.44	SEP 26, 2008	—	DOREEN GARMENTS
TITI-561172-0062	AIR	USD		18424.32	OCT 08, 2008	—
TITI-561172-0063	AIR	USD		31076.4	OCT 14, 2008	—
TITI-561172-0064	AIR	USD		19642.56	OCT 14, 2008	—	DOREEN GARMENTS
TITI-563166-0010	AIR	USD		12954.48	APR 02, 2008	—	DOREEN GARMENTS
TITI-566214-0022	AIR	USD		15802.11	AUG 29, 2008	—
TITI-566214-0025	AIR	USD		19176.48	SEP 09, 2008	—
TITI-566214-0039	AIR	USD		8698	SEP 25, 2008	—	DOREEN GARMENTS
TITI-566214-0050	AIR	USD		8136.48	OCT 23, 2008	—
TITI-566214-0053	AIR	USD		9576	OCT 29, 2008	—	DOREEN GARMENTS
TITI-570422-0003	AIR	USD		21362.64	NOV 20, 2008	—
TITI-570422-0004	AIR	USD		40319.64	NOV 25, 2008	—
TITI-579412-0005	AIR	USD		27041.19	SEP 21, 2007	—
TITI-583166-0005	AIR	USD		2671.68	APR 16, 2008	—	MIAMI EXPORTS PVT
TITI-584264-0005	AIR	USD		19016.88	APR 10, 2007	—
TITI-664648-0010	AIR	USD		19793.8	FEB 28, 2007	—	DIRD GARMENT LIMITED
TITI-561172	ILC	USD		127080.33	AUG 31, 2007	OCT 15, 2008	DOREEN GARMENTS
TITI-565169	ILC	USD		1712477.13	JAN 28, 2008	JAN 09, 2009	THIRD DIMENSION APPAREL LLC
TITI-566214	ILC	USD		502829.57	MAR 12, 2008	SEP 25, 2008	DOREEN GARMENTS
TITI-566252	ILC	USD		723122.4	MAR 12, 2008	DEC 02, 2008	MUSTAFA AND KAMAL ASHRAF TRADING
TITI-566384	ILC	USD		1315961.11	MAR 18, 2008	JAN 13, 2009	LOTUS GARMENTS CO
TITI-567733	ILC	USD		726107.86	MAY 02, 2008	NOV 25, 2008	LOTUS GARMENTS CO
TITI-568784	ILC	USD		97886.63	JUN 09, 2008	SEP 02, 2008	UPAN WASANA EPZ LTD.
TITI-569105	ILC	USD		522831.05	JUN 19, 2008	NOV 18, 2008	VOGUE INTERNATIONAL AGENCY
TITI-569384	ILC	USD		910067.3	JUL 01, 2008	JAN 09, 2009	CLASSIC FASHION APPAREL
TITI-569954	ILC	USD		142511.15	JUL 18, 2008	OCT 07, 2008	UPAN WASANA EPZ LTD.
TITI-570239	ILC	USD		294616.85	JUL 29, 2008	NOV 18, 2008	CLASSIC FASHION COMPANY
TITI-570373	ILC	USD		1032631.27	AUG 04, 2008	JAN 06, 2009	CLASSIC FASHION APPAREL
TITI-570422	ILC	USD		134919.31	AUG 07, 2008	DEC 09, 2008	DOREEN GARMENTS
TITI-570652	ILC	USD		389201.69	AUG 15, 2008	NOV 24, 2008	CLASSIC FASHION APPAREL
TITI-570978	ILC	USD		334200.37	AUG 29, 2008	NOV 12, 2008	DEFIANCE TRADING LLC
TITI-571129	ILC	USD		101256.96	SEP 05, 2008	DEC 24, 2008	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-571130	ILC	USD		433213.7	SEP 08, 2008	DEC 17, 2008	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-571356	ILC	USD		726350.63	SEP 15, 2008	JAN 20, 2009	8ANDO DESIGN LTD.
TITI-571464	ILC	USD		220050.56	SEP 17, 2008	FEB 05, 2009	TRANS AFRICA GARMENT INDUSTRY
TITI-571465	ILC	USD		1029567.29	SEP 17, 2008	DEC 10, 2008	DEFIANCE TRADING LLC
TITI-571468	ILC	USD		1972629.93	SEP 17, 2008	JAN 06, 2009	AFRICA APPARELS EPZ LTD
TITI-571514	ILC	USD		85628.8	SEP 22, 2008	DEC 05, 2008	IVORY GARMENTS FACTORY LLC
TITI-571539	ILC	USD		1461263.11	SEP 22, 2008	JAN 10, 2009	AFRICA APPARELS EPZ LTD
TITI-571540	ILC	USD		112702.59	SEP 22, 2008	DEC 27, 2008	IVORY GARMENTS FACTORY LLC
TITI-571584	ILC	USD		642782.13	SEP 26, 2008	DEC 10, 2008	DEFIANCE TRADING LLC

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
TITI-571636	ILC	USD		798613.52	SEP 26, 2008	DEC 25, 2008	PRESITEX ENTERPRISES PTY LTD
TITI-571677	ILC	USD		165666.06	SEP 26, 2008	DEC 02, 2008	TRANS AFRICA GARMENT INDUSTRY
TITI-571803	ILC	USD		612404.45	OCT 02, 2008	DEC 31, 2008	IMPERIAL READYMADE GARMENTS FTY
TITI-571805	ILC	USD		251610.02	OCT 02, 2008	DEC 23, 2008	SUEZ CANAL GARMENTS CO.
TITI-571822	ILC	USD		724017.42	OCT 07, 2008	DEC 30, 2008	CHERRY GROUP CO., LTD
TITI-571850	ILC	USD		123140.59	OCT 03, 2008	DEC 13, 2008	OM JYOTI APPARELS
TITI-571858	ILC	USD		54085.5	OCT 03, 2008	DEC 13, 2008	ALLIED EXPORT INDUSTRIES
TITI-571919	ILC	USD		611026.31	OCT 14, 2008	JAN 09, 2009	PRESITEX ENTERPRISES PTY LTD
TITI-571923	ILC	USD		302059.93	OCT 08, 2008	JAN 12, 2009	GOKALDAS EXPORTS
TITI-571947	ILC	USD		812377.13	OCT 09, 2008	JAN 13, 2009	IMPERIAL READYMADE GARMENTS FTY
TITI-572016	ILC	USD		1279461.58	OCT 10, 2008	JAN 14, 2009	LOTUS GARMENTS CO
TITI-572017	ILC	USD		450551.57	OCT 10, 2008	JAN 06, 2009	SUEZ CANAL GARMENTS CO.
TITI-572018	ILC	USD		520789.5	OCT 15, 2008	JAN 19, 2009	SUEZ CANAL GARMENTS CO.
TITI-572047	ILC	USD		402506.22	OCT 14, 2008	JAN 14, 2009	NILE CLOTHING COMPANY
TITI-572051	ILC	USD		93919.84	OCT 14, 2008	DEC 02, 2008	PT SAINATH INDUSTRIES
TITI-572111	ILC	USD		98003.51	OCT 16, 2008	DEC 25, 2008	OM JYOTI APPARELS
TITI-572112	ILC	USD		315356.45	OCT 16, 2008	DEC 29, 2008	PT SAINATH INDUSTRIES
TITI-572115	ILC	USD		858538.42	OCT 16, 2008	JAN 28, 2009	TRANS AFRICA GARMENT INDUSTRY
TITI-572116	ILC	USD		679865.3	OCT 16, 2008	NOV 22, 2008	HI-TECH TEXTILE EGYPT
TITI-572203	ILC	USD		1224604.73	OCT 20, 2008	JAN 06, 2009	DEFIANCE TRADING LLC
TITI-572301	ILC	USD		285991.52	OCT 24, 2008	DEC 17, 2008	GULF NISHAT APPAREL LTD.
TITI-572303	ILC	USD		225287.21	OCT 24, 2008	DEC 16, 2008	IVORY GARMENTS FACTORY LLC
TITI-572304	ILC	USD		433210.29	OCT 23, 2008	FEB 13, 2009	MUSTAFA AND KAMAL ASHRAF TRADING
TITI-572305	ILC	USD		231476.93	OCT 23, 2008	DEC 16, 2008	PT SAINATH INDUSTRIES, KAWASAN
TITI-572306	ILC	USD		28076.08	OCT 23, 2008	JAN 08, 2009	CLASSIC FASHION APPAREL
TITI-572322	ILC	USD		45555.2	OCT 24, 2008	DEC 30, 2008	THIRD DIMENSION APPAREL LLC
TITI-572325	ILC	USD		392582.86	OCT 24, 2008	JAN 13, 2009	CLASSIC FASHION COMPANY
TITI-572326	ILC	USD		681066.29	OCT 24, 2008	JAN 23, 2009	CLASSIC FASHION APPAREL
TITI-572327	ILC	USD		697343.85	OCT 24, 2008	DEC 03, 2008	GULF NISHAT APPAREL LTD.
TITI-572329	ILC	USD		617258.88	OCT 24, 2008	DEC 24, 2008	TRANS AFRICA GARMENT INDUSTRY
TITI-572330	ILC	USD		3198806.88	OCT 27, 2008	JAN 13, 2009	NILE CLOTHING COMPANY
TITI-572359	ILC	USD		189969	OCT 28, 2008	NOV 11, 2008	M/S RAJBY INDUSTRIES
TITI-572382	ILC	USD		41774.25	OCT 28, 2008	JAN 07, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-572385	ILC	USD		63304.67	OCT 28, 2008	JAN 07, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-572386	ILC	USD		7003.58	OCT 28, 2008	JAN 07, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-572387	ILC	USD		345440.07	NOV 04, 2008	DEC 13, 2008	DAE HA INC
TITI-572388	ILC	USD		1866561.49	OCT 28, 2008	JAN 10, 2009	MUSTAFA AND KAMAL ASHRAF TRADING
TITI-572391	ILC	USD		1420299.85	OCT 28, 2008	JAN 09, 2009	THIRD DIMENSION APPAREL LLC
TITI-572392	ILC	USD		1164896.75	OCT 28, 2008	DEC 26, 2008	CLASSIC FASHION APPAREL

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
TITI-572494	ILC	USD		157107.01	NOV 03, 2008	JAN 06, 2009	CLASSIC FASHION COMPANY
TITI-572499	ILC	USD		98703.36	NOV 03, 2008	DEC 18, 2008	GULF NISHAT APPAREL LTD.
TITI-572500	ILC	USD		84546	NOV 03, 2008	DEC 15, 2008	JEANS PLUS LIMITED
TITI-572507	ILC	USD		43593.98	OCT 31, 2008	FEB 03, 2009	UNION APPAREL (PVT) LTD.
TITI-572508	ILC	USD		226904.24	OCT 31, 2008	JAN 07, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-572509	ILC	USD		54156.31	OCT31, 2008	JAN 07, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-572510	ILC	USD		56718.9	OCT 31, 2008	DEC 31, 2008	SUZHOU RICH-TIGER TEXTILE AND GMT
TITI-572511	ILC	USD		792675.8	OCT 31, 2008	JAN 04, 2009	PT SAINATH INDUSTRIES
TITI-572512	ILC	USD		180264.92	NOV 03, 2008	JAN 27, 2009	IMPERIAL READYMADE GARMENTS FTY
TITI-572513	ILC	USD		30366	OCT 31, 2008	JAN 11, 2009	PEARL GLOBAL LIMITED
TITI-572514	ILC	USD		249612.68	NOV 03, 2008	JAN 03, 2009	PEARL GLOBAL LIMITED
TITI-572516	ILC	USD		38734.16	OCT 31, 2008	DEC 23, 2008	PT SAINATH INDUSTRIES
TITI-572517	ILC	USD		10099.66	OCT 31, 2008	DEC 30, 2008	PT SAINATH INDUSTRIES
TITI-572518	ILC	USD		635136.99	OCT 31, 2008	DEC 14, 2008	PT SAINATH INDUSTRIES
TITI-572519	ILC	USD		40005	OCT 31, 2008	JAN 03, 2009	PEARL GLOBAL LIMITED
TITI-572579	ILC	USD		214827.48	NOV 04, 2008	FEB 13, 2009	CLASSIC FASHION APPAREL
TITI-572580	ILC	USD		426573.95	NOV 04, 2008	JAN 15, 2009	VOGUE INTERNATIONAL AGENCIES FZE
TITI-572581	ILC	USD		312315.41	NOV 04, 2008	DEC 15, 2008	M/S ITC LIMITED
TITI-572582	ILC	USD		150327.45	NOV 04, 2008	DEC 30, 2008	JEANS PLUS L1MrTED
TITI-572585	ILC	USD		476315.35	NOV 04, 2008	JAN 14, 2009	PEARL GLOBAL LIMITED
TITI-572665	ILC	USD		16810.47	NOV 06, 2008	NOV 22, 2008	ALLIED EXPORT INDUSTRIES
TITI-572666	ILC	USD		366313.25	NOV 06, 2008	JAN 05, 2009	PEARL GLOBAL LIMITED
TITI-572743	ILC	USD		185315.11	NOV 13, 2008	FEB 14, 2009	S.F. FASHION WEARS LTD.
TITI-572744	ILC	USD		121536.35	NOV 13, 2008	FEB 15, 2009	STERLING STYLES LTD
TITI-572750	ILC	USD		258733.61	NOV 13, 2008	DEC 30, 2008	DEFIANCE TRADING LLC
TITI-572751	ILC	USD		102250.26	NOV 13, 2008	JAN 06, 2009	DEFIANCE TRADING LLC
TITI-572752	ILC	USD		363203.27	NOV 13, 2008	JAN 07, 2009	DEFIANCE TRADING LLC
TITI-572755	ILC	USD		71371.19	NOV 13, 2008	DEC 31, 2008	DEFIANCE TRADING LLC
TITI-572756	ILC	USD		261282.04	NOV 13, 2008	FEB 10, 2009	CLASSIC FASHION COMPANY
TITI-572757	ILC	USD		395181.32	NOV 13, 2008	FEB 10, 2009	STANDARD GROUP LIMITED
TITI-572758	ILC	USD		73710	NOV 13, 2008	JAN 21, 2009	M/S RAJBY INDUSTRIES
TITI-572802	ILC	USD		84437.42	NOV 12, 2008	DEC 13, 2008	IVORY GARMENTS FACTORY LLC
TITI-572815	ILC	USD		882042.5	NOV 17, 2008	FEB 24, 2009	LOTUS GARMENTS CO
TITI-572827	ILC	USD		140566.4	NOV 14, 2008	FEB 15, 2009	ABA FASHIONS LTD
TITI-572968	ILC	USD		247836.67	DEC 09, 2008	FEB 03, 2009	SUZHOU RICH-TIGER TEXTILE AND GMT
TITI-572969	ILC	USD		272260.17	NOV 19, 2008	JAN 03, 2009	ALLIED EXPORT INDUSTRIES
TITI-572970	ILC	USD		122674.23	NOV 19, 2008	DEC 30, 2008	DULARI EXPORTS
TITI-572972	ILC	USD		856990.51	NOV 19, 2008	JAN 07, 2009	DEFIANCE TRADING LLC
TITI-572973	ILC	USD		226132.2	NOV 19, 2008	JAN 03, 2009	TEXPORT SYNDICATE INDIA LIMITED
TITI-572974	ILC	USD		32706.83	NOV 19, 2008	JAN 24, 2009	TEXPORT SYNDICATE INDIA LIMITED

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
TITI-572975	ILC	USD		157852.8	NOV 21, 2008	FEB 03, 2009	ALI MURTAZA ASSOCIATES (PVT) LTD
TITI-572976	ILC	USD		71737.97	NOV 19, 2008	JAN 27, 2009	CLASSIC FASHION APPAREL
TITI-572977	ILC	USD		735897.58	NOV 21, 2008	JAN 06, 2009	CLASSIC FASHION COMPANY
TITI-572978	ILC	USD		601020	NOV 21, 2008	JAN 03, 2009	PEARL GLOBAL LIMITED
TITI-572985	ILC	USD		1387066.46	NOV 19, 2008	DEC 31, 2008	TRIMAX TRADING (WUXI) CO., LTD.
TITI-572986	ILC	USD		217443.56	NOV 19, 2008	DEC 30, 2008	ALI MURTAZA ASSOCIATES (PVT) LTD
TITI-573041	ILC	USD		243240.48	NOV 21, 2008	MAR 12, 2009	S.F. FASHION WEARS LTD.
TITI-573045	ILC	USD		95026.81	NOV 24, 2008	JAN 23, 2009	THIRD DIMENSION APPAREL LLC
TITI-573046	ILC	USD		339583.7	NOV 21, 2008	DEC 30, 2008	DAE HA INC
TITI-573188	ILC	USD		58968	NOV 28, 2008	JAN 10, 2009	DULARI EXPORTS
TITI-573353	ILC	USD		356983.81	DEC 10, 2008	MAR 25, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-573354	ILC	USD		589972.7	DEC 10, 2008	MAR 18, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-573355	ILC	USD		40740.62	DEC 11, 2008	FEB 04, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-573356	ILC	USD		14842.8	DEC 11, 2008	FEB 14, 2009	OM JYOTI APPARELS
TITI-573357	ILC	USD		55108.2	DEC 10, 2008	JAN 17, 2009	DULARI EXPORTS
TITI-573361	ILC	USD		518412.01	DEC 11, 2008	JAN 09, 2009	THIRD DIMENSION APPAREL LLC
TITI-573362	ILC	USD		73343.84	DEC 11, 2008	MAR 02, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-573364	ILC	USD		454837.9	DEC 10, 2008	DEC 31, 2008	M/S RAJBY INDUSTRIES
TITI-573365	ILC	USD		86070.6	DEC 11, 2008	MAR 02, 2009	STERLING STYLES LTD
TITI-573366	ILC	USD		235453.55	DEC 10, 2008	MAR 06, 2009	THIRD DIMENSION APPAREL LLC
TITI-573367	ILC	USD		780005.65	DEC 11, 2008	FEB 13, 2009	CLASSIC FASHION APPAREL
TITI-573368	ILC	USD		807390.61	DEC 10, 2008	APR 30, 2009	CLASSIC FASHION APPAREL
TITI-573370	ILC	USD		187668.05	DEC 11, 2008	MAR 13, 2009	TRANS AFRICA GARMENT INDUSTRY
TITI-573371	ILC	USD		291496.97	DEC 11, 2008	FEB 04, 2009	PRESITEX ENTERPRISES PTY LTD
TITI-573563	ILC	USD		1219845.31	DEC 12, 2008	FEB 09, 2009	CLASSIC FASHION COMPANY
TITI-573564	ILC	USD		135697.97	DEC 15, 2008	FEB 14, 2009	JEANS PLUS LIMITED
TITI-573569	ILC	USD		75378.45	DEC 12, 2008	FEB 14, 2009	JEANS PLUS LIMITED
TITI-573570	ILC	USD		181326.73	DEC 15, 2008	FEB 25, 2009	SHINWON CORP
TITI-573573	ILC	USD		1189201.08	DEC 15, 2008	JAN 14, 2009	IVORY GARMENTS FACTORY LLC
TITI-573574	ILC	USD		40740.62	DEC 15, 2008	FEB 04, 2009	SOCOTA BRANDOT INVESTMENTS LTD.
TITI-573586	ILC	USD		118015.38	DEC 12, 2008	FEB 13, 2009	THIRD DIMENSION APPAREL LLC
TITI-573589	ILC	USD		909748.46	DEC 12, 2008	FEB 27, 2009	THIRD DIMENSION APPAREL LLC
TITI-573590	ILC	USD		695314.83	DEC 16, 2008	FEB 25, 2009	DEFIANCE TRADING LLC
TITI-573591	ILC	USD		114597	DEC 12, 2008	JAN 07, 2009	CHERRY GROUP CO., LTD
TITI-573592	ILC	USD		173754	DEC 12, 2008	JAN 22, 2009	CHERRY GROUP CO., LTD
TITI-573593	ILC	USD		269293.25	DEC 12, 2008	MAR 21, 2009	TRIMAX TRADING (WUXI) CO., LTD.
TITI-573594	ILC	USD		74821.41	DEC 12, 2008	JAN 30, 2009	CHERRY GROUP CO., LTD
TITI-573595	ILC	USD		192126.31	DEC 12, 2008	JAN 14, 2009	CHERRY GROUP CO., LTD
TITI-573596	ILC	USD		78422.4	DEC 12, 2008	JAN 23, 2009	IVORY GARMENTS FACTORY LLC
TITI-573597	ILC	USD		62425.94	DEC 12, 2008	JAN 15, 2009	CLASSIC FASHION APPAREL
TITI-573598	ILC	USD		385749	DEC 12, 2008	MAR 02, 2009	JEANS PLUS LIMITED

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
TITI-573599	ILC	USD		63538.52	DEC 15, 2008	FEB 24, 2009	ALLIED EXPORT INDUSTRIES
TITI-573600	ILC	USD		524486.84	DEC 12, 2008	DEC 28, 2008	CHERRY GROUP CO., LTD
TITI-573601	ILC	USD		125884.84	DEC 12, 2008	JAN 09, 2009	CHERRY GROUP CO., LTD
TITI-573707	ILC	USD		31185	DEC 17, 2008	JAN 10, 2009	ALLIED EXPORT INDUSTRIES
TITI-573708	ILC	USD		127457.4	DEC 17, 2008	FEB 21, 2009	ALLIED EXPORT INDUSTRIES
TITI-573710	ILC	USD		620912.12	DEC 18, 2008	JAN 09, 2009	CLASSIC FASHION APPAREL
TITI-573895	ILC	USD		306169.92	DEC 24, 2008	JAN 26, 2009	SUEZ CANAL GARMENTS CO.
TITI-573896	ILC	USD		166253.47	DEC 26, 2008	JAN 20, 2009	SHINWON CORP
TITI-573897	ILC	USD		163204.78	DEC 24, 2008	JAN 14, 2009	TRAKYA TEKSTIL VE GIYIM SAN VE DIS
TITI-573898	ILC	USD		8487.99	DEC 29, 2008	JAN 16, 2009	DAE HA INC
TITI-573899	ILC	USD		72859.25	DEC 26, 2008	JAN 06, 2009	DAE HA INC
TITI-573900	ILC	USD		166901.2	DEC 24, 2008	MAR 31, 2009	DEFIANCE TRADING LLC
TITI-573901	ILC	USD		480724.78	DEC 26, 2008	FEB 10, 2009	DEFIANCE TRADING LLC
TITI-573902	ILC	USD		90969.56	DEC 26, 2008	MAR 07, 2009	DEFIANCE TRADING LLC
TITI-573903	ILC	USD		1014995.02	DEC 24, 2008	MAR 07, 2009	DEFIANCE TRADING LLC
TITI-573904	ILC	USD		226358.12	DEC 24, 2008	MAR 21, 2009	DEFIANCE TRADING LLC
TITI-573907	ILC	USD		486445.3	DEC 26, 2008	MAR 07, 2009	DEFIANCE TRADING LLC
TITI-561172-0071	STG	USD		25848.48	NOV 05, 2008	NOV 04, 2009	DOREEN GARMENTS
TITI-561246-0003	STG	USD		941.4	DEC 07, 2007	DEC 06, 2013
TITI-561254-0010	STG	USD		13014.83	DEC 07, 2007	DEC 06, 2013
TITI-561510-0008	STG	USD		48653	DEC 06, 2007	DEC 06, 2013	UPAN WASANA EPZ LTD.
TITI-561510-0009	STG	USD		5528.3	DEC 07, 2007	DEC 06, 2013	UPAN WASANA EPZ LTD.
TITI-563166-0003	STG	USD		49550.16	MAR 11, 2008	MAR 11, 2009
TITI-568784-0008	STG	USD		182013.96	SEP 12, 2008	SEP 12, 2009	UPAN WASANA EPZ LTD.
TITI-569954-0013	STG	USD		9173.4	NOV 13, 2008	NOV 13, 2014	UPAN WASANA EPZ LTD.
TITI-569954-0014	STG	USD		6472.2	NOV 13, 2008	NOV 13, 2014	UPAN WASANA EPZ LTD.
TITI-579906-0022	STG	USD		64319.42	FEB 01, 2008	FEB 01, 2014	DOREEN GARMENTS
TITI-586996-0002	STG	USD		72630	JUN 15, 2007	JUN 15, 2013
TITI-587831-0003	STG	USD		100323.24	JUN 29, 2007	JUN 24, 2013	UPAN WASANA EPZ LTD.
TITI-663684-0010	STG	USD		132206.4	SEP 15, 2006	SEP 15, 2012
TITI-561172-0023	STG	USD		17141.04	MAR 11, 2008	MAR 11, 2009
TITI-561172-0066	STG	USD		59235.68	OCT 17, 2008	OCT 17, 2009	DOREEN GARMENTS
TITI-566214-0020	STG	USD		11232	AUG 19, 2008	AUG 18, 2009
TITI-566214-0026	STG	USD		27926.8	SEP 09, 2008	SEP 09, 2009	DOREEN GARMENTS
TITI-566214-0027	STG	USD		35102.72	SEP 11, 2008	SEP 11, 2009
TITI-568784-0007	STG	USD		107702.49	SEP 12, 2008	SEP 12, 2009
TITI-569369-0004	STG	USD		98384.88	OCT 31, 2008	OCT 31, 2009
TITI-569954-0009	STG	USD		163222.08	OCT 31, 2008	OCT 31, 2009	UPAN WASANA EPZ LTD.
TITI-569954-0010	STG	USD		3021.48	OCT 31, 2008	OCT 31, 2009

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
T1HI-569955	ILC	USD		7276.5	JUL 18, 2008	DEC 22, 2008	GLORY ON INTERNATIONAL LTD.
T1HI-571288	ILC	USD		1768654.44	SEP 11, 2008	DEC 31,2008	CJR INDUSTRIES (FE) LIMITED
T1HI-571292	ILC	USD		800604	SEP 11, 2008	DEC 31,2008	CHINA POINT (ASIA) LTD
T1HI-571880	ILC	USD		227138.94	OCT 08, 2008	DEC 29, 2008	KENNETEX INTERNATIONAL LTD.
T1HI-571881	ILC	USD		150774.75	OCT 08, 2008	DEC 30, 2008	KENNETEX INTERNATIONAL LTD.
T1HI-571920	ILC	USD		37354.11	OCT 08, 2008	DEC 13, 2008	PRATTISON GARMENT LTD.
T1HI-572302	ILC	USD		63028.84	OCT 24, 2008	JAN 13, 2009	KENNETEX INTERNATIONAL LTD.
T1HI-572311	ILC	USD		598115.95	OCT 23, 2008	JAN 14, 2009	CHINA POINT (ASIA) LTD
T1HI-572312	ILC	USD		117713.11	OCT 24, 2008	JAN 14, 2009	CHINA POINT (ASIA) LTD
T1HI-572589	ILC	USD		1572312.92	NOV 26, 2008	JAN 06, 2009	KENNETEX INTERNATIONAL LTD.
T1HI-572816	ILC	USD		105590.1	NOV 13, 2008	JAN 14, 2009	KENNETEX INTERNATIONAL LTD.
T1HI-572823	ILC	USD		96402.6	NOV 13, 2008	DEC 15, 2008	KENNETEX INTERNATIONAL LTD.
T1HI-572828	ILC	USD		140378.53	NOV 14, 2008	JAN 14, 2009	KENNETEX INTERNATIONAL LTD.
T1HI-572967	ILC	USD		22739.54	NOV 19, 2008	DEC 30, 2008	PRATTISON GARMENT LTD.
T1HI-572971	ILC	USD		258872.8	NOV 19, 2008	JAN 11,2009	PRATTISON GARMENT LTD.
T1HI-573042	ILC	USD		43520.4	NOV 21, 2008	DEC 30, 2008	PRATTISON GARMENT LTD.
T1HI-573358	ILC	USD		4475.52	DEC 10, 2008	DEC 25, 2008	KENNETEX INTERNATIONAL LTD.
T1HI-573363	ILC	USD		414252.04	DEC 10, 2008	JAN 05, 2009	KENNETEX INTERNATIONAL LTD.
T1HI-573369	ILC	USD		3060400.92	DEC 10, 2008	DEC 26, 2008	KENNETEX INTERNATIONAL LTD.
T1HI-573577	ILC	USD		265154.4	DEC 12, 2008	FEB 25, 2009	CHINA POINT (ASIA) LTD
T1HI-573578	ILC	USD		80931.44	DEC 12, 2008	MAR 18, 2009	CHINA POINT (ASIA) LTD
T1HI-573581	ILC	USD		54158.01	DEC 12, 2008	JAN 22, 2009	KENNETEX INTERNATIONAL LTD.
T1HI-573582	ILC	USD		34965	DEC 12, 2008	JAN 11,2009	PRATTISON GARMENT LTD.
T1HI-573585	ILC	USD		68159.7	DEC 12, 2008	JAN 18, 2009	PRATTISON GARMENT LTD.
T1HI-573602	ILC	USD		95206.36	DEC 12, 2008	JAN 11,2009	KENNETEX INTERNATIONAL LTD.
T1HI-573705	ILC	USD		60079.7	DEC 17, 2008	FEB 11, 2009	CHINA POINT (ASIA) LTD
T1HI-573706	ILC	USD		263445.84	DEC 17, 2008	FEB 11, 2009	CHINA POINT (ASIA) LTD
T1HI-573709	ILC	USD		1164895.45	DEC 17, 2008	FEB 07, 2009	KENNETEX INTERNATIONAL LTD.
T1HI-573908	ILC	USD		52611.01	DEC 24, 2008	FEB 14, 2009	KENNETEX INTERNATIONAL LTD.

JPM Reference Number	Product Cat	liab Currency	liab Outstanding Amount	Release Date	Expiry / Maturity Date	Beneficiary Name	Purpose Code	Purpose Category	Notification Period	Auto Extension Period	Final Expiry Date
P-278500	NLC	USD	372500	APR 23, 1998	MAR 31, 2009	B.J.W . ASSOCIATES	OTHER OBLIGATIONS (TRADE)	FINANCIAL	75 DAYS	12 MONTHS	NOV 30, 2010

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
TITI-584853-0006	AIR	USD		51090.62	APR 10, 2007	—
TITI-676212-0005	AIR	USD		3944.5	FEB 10, 2006	—
IITI-573850	ILC	USD		18483.02	DEC 24, 2008	JAN 30, 2009	POONG IN TRADING CO., LTD
IITI-573851	ILC	USD		36025.88	DEC 24, 2008	JAN 09, 2009	SEOHAP CO., LTD.
IITI-573861	ILC	USD		31045.41	DEC 24, 2008	JAN 15, 2009	FORMOSTAR GARMENT CO LTD
IITI-573862	ILC	USD		18861.59	DEC 24, 2008	FEB 11, 2009	PT. MASTERINDO JAYA ABADI
IITI-573868	ILC	USD		116220.64	DEC 24, 2008	JAN 28, 2009	TAINAN ENTERPRISES CO., LTD
IITI-573871	ILC	USD		19331.71	DEC 30, 2008	FEB 14, 2009	TY FASHION INTERNATIONAL CO LTD
IITI-573872	ILC	USD		60483.14	DEC 24, 2008	FEB 13, 2009	KING STAR GARMENT INTL CO LTD
IITI-573879	ILC	USD		21844.04	DEC 24, 2008	FEB 06, 2009	JIANGSU ARTS AND CRAFTS CORPORATION
IITI-573880	ILC	USD		28670.29	DEC 24, 2008	FEB 16, 2009	BURI CO., LTD
IITI-573882	ILC	USD		128339.41	DEC 24, 2008	FEB 25, 2009	MERIM CORP.
IITI-573909	ILC	USD		21776.03	DEC 24, 2008	JAN 15, 2009	CHERRY GROUP CO., LTD
TITI-571460	ILC	USD		18701.64	SEP 17, 2008	OCT 30, 2008	PT INSUNG INTERNATIONAL
TITI-571461	ILC	USD		23766.75	SEP 17, 2008	OCT 09, 2008	RNC GROUP, LLC
TITI-572194	ILC	USD		12488.28	OCT 20, 2008	DEC 01, 2008	THAI GARMENT EXPORT CO., LTD
TITI-572331	ILC	USD		20245.01	OCT 24, 2008	DEC 03, 2008	KING STAR GARMENT INTL CO LTD
TITI-572630	ILC	USD		31430.72	NOV 07, 2008	DEC 30, 2008	TY FASHION INTERNATIONAL CO LTD
TITI-572636	ILC	USD		14206.82	NOV 06, 2008	JAN 03, 2009	ORIENT CRAFT LTD..
TITI-572647	ILC	USD		1418.04	NOV 06, 2008	DEC 20, 2008	KEN TRADING
TITI-572648	ILC	USD		18076.8	NOV 07, 2008	DEC 10, 2008	JK INDUSTRY CO., LTD
TITI-572649	ILC	USD		92785	NOV 06, 2008	JAN 18, 2009	HYUNJIN APPAREL CO. LTD.
TITI-572653	ILC	USD		11261.26	NOV 06, 2008	NOV 30, 2008	POONG IN TRADING CO., LTD
TITI-572794	ILC	USD		49777.85	NOV 12, 2008	JAN 05, 2009	KING STAR GARMENT INTL CO LTD
TITI-572796	ILC	USD		3041.62	NOV 12, 2008	DEC 24, 2008	EPIC DESIGNERS VIETNAM LTD.
TITI-572801	ILC	USD		122455.33	NOV 12, 2008	JAN 21, 2009	HYUNJIN APPAREL CO. LTD.
TITI-572881	ILC	USD		22380.14	NOV 17, 2008	DEC 17, 2008	BURI CO., LTD
TITI-572962	ILC	USD		20878.2	NOV 19, 2008	DEC 17, 2008	CHERRY GROUP CO., LTD
TITI-572963	ILC	USD		13473.81	NOV 19, 2008	JAN 16, 2009	KING STAR GARMENT INTL CO LTD
TITI-573051	ILC	USD		14525.81	NOV 21, 2008	JAN 04, 2009	NINGBO FANHUA IMP AND EXP CO LTD
TITI-573056	ILC	USD		36429.37	NOV 21, 2008	DEC 30, 2008	CRYSTALCLEAR WEALTH LTD
TITI-573057	ILC	USD		23240.7	NOV 21, 2008	DEC 26, 2008	SHANGHAI JOY PLUS FASHION CO., LTD
TITI-573061	ILC	USD		10500.01	NOV 21, 2008	JAN 01, 2009	CHERRY GROUP CO., LTD
TITI-573062	ILC	USD		840.09	NOV 21, 2008	DEC 23, 2008	PT UNGARAN SARI GARMENTS
TITI-573179	ILC	USD		11004.63	NOV 26, 2008	JAN 15, 2009	APPAREL MERCHANDISING CO.,
TITI-573187	ILC	USD		38036.17	NOV 26, 2008	JAN 09, 2009	SEOHAP CO., LTD.
TITI-573304	ILC	USD		34877.74	DEC 04, 2008	JAN 14, 2009	EPIC DESIGNERS VIETNAM LTD.
TITI-573305	ILC	USD		23879.11	DEC 05, 2008	FEB 05, 2009	JUNG KWANG IND CO LTD
TITI-573306	ILC	USD		15655.14	DEC 04, 2008	DEC 26, 2008	BURI CO., LTD
TITI-573313	ILC	USD		21856.67	DEC 04, 2008	JAN 21, 2009	CRYSTALCLEAR WEALTH LTD
TITI-573314	ILC	USD		283500	DEC 05, 2008	MAR 02, 2009	NANTONG KINSWEAR MFG. CO., LTD

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
TITI-573319	ILC	USD		36683.12	DEC 04, 2008	JAN 20, 2009	PT UNI-ENLARGE INDUSTRY INDONESIA
TITI-573320	ILC	USD		17418.49	DEC 05, 2008	JAN 07, 2009	FORMOSTAR GARMENT CO LTD
TITI-573332	ILC	USD		11238.65	DEC 04, 2008	JAN 30, 2009	CRYSTALCLEAR WEALTH LTD
TITI-573333	ILC	USD		175140	DEC 05, 2008	JAN 30, 2009	TY FASHION INTERNATIONAL CO LTD
TITI-573501	ILC	USD		31476.59	DEC 15, 2008	JAN 10, 2009	BURl CO., LTD
TITI-573502	ILC	USD		13767.11	DEC 11, 2008	JAN 04, 2009	TAINAN ENTERPRISES CO., LTD
TITI-573503	ILC	USD		13340.5	DEC 11, 2008	JAN 07, 2009	FORMOSTAR GARMENT CO LTD
TITI-573504	ILC	USD		10714.5	DEC 11, 2008	FEB 06, 2009	JIANGSU ARTS AND CRAFTS CORPORATION
TITI-573507	ILC	USD		10933.27	DEC 11, 2008	DEC 31, 2008	CHERRY GROUP CO., LTD
TITI-573525	ILC	USD		14325.49	DEC 12, 2008	JAN 23, 2009	JIANGSU ARTS AND CRAFTS CORPORATION
TITI-573526	ILC	USD		11336.57	DEC 12, 2008	JAN 20, 2009	PT. MASTERINDO JAYA ABADI
TITI-573527	ILC	USD		21723.77	DEC 12, 2008	JAN 21, 2009	FORMOSTAR GARMENT CO LTD
TITI-573528	ILC	USD		11029.79	DEC 12, 2008	JAN 07, 2009	FORMOSTAR GARMENT CO LTD
TITI-573531	ILC	USD		57875.42	DEC 12, 2008	FEB 07, 2009	FORMOSTAR GARMENT CO LTD
TITI-573532	ILC	USD		40628.11	DEC 12, 2008	JAN 07, 2009	FORMOSTAR GARMENT CO LTD
TITI-573540	ILC	USD		34069.78	DEC 12, 2008	JAN 19, 2009	EPIC DESIGNERS VIETNAM LTD.
TITI-573548	ILC	USD		17826.82	DEC 15, 2008	JAN 16, 2009	TNACO., LTD
TITI-573553	ILC	USD		51073.2	DEC 12, 2008	FEB 05, 2009	JUNG KWANG IND CO LTD
TITI-573554	ILC	USD		111577.91	DEC 12, 2008	FEB 20, 2009	HYUNJIN APPAREL CO. LTD.
TITI-573557	ILC	USD		11760.71	DEC 12, 2008	FEB 17, 2009	PT. MASTERINDO JAYA ABADI
TITI-573663	ILC	USD		20968.76	DEC 16, 2008	FEB 23, 2009	BURl CO., LTD
TITI-573665	ILC	USD		35837.48	DEC 16, 2008	FEB 01, 2009	TAINAN ENTERPRISES CO., LTD
TITI-573666	ILC	USD		11054.51	DEC 16, 2008	JAN 31, 2009	TONGLU PUDE GARMENT CO.
TITI-573667	ILC	USD		83438.07	DEC 16, 2008	FEB 14, 2009	EPIC DESIGNERS VIETNAM LTD.
TITI-573668	ILC	USD		14392.04	DEC 16, 2008	FEB 07, 2009	APPAREL MERCHANDISING CO.,
TITI-573671	ILC	USD		15905.23	DEC 16, 2008	FEB 07, 2009	PATEL EXPORTS INDIA

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
I1HI-573849	ILC	USD		19081.34	DEC 24, 2008	FEB 12, 2009	INJAE TRADING COMPANY
I1HI-573852	ILC	USD		10641.4	DEC 24, 2008	FEB 10, 2009	TRISTATE TRADING LIMITED-MACAO COM
I1HI-573853	ILC	USD		23361.26	DEC 24, 2008	JAN 20, 2009	EXCELLENT JADE LIMITED
I1HI-573854	ILC	USD		29823.79	DEC 24, 2008	FEB 07, 2009	TRISTATE TRADING LIMITED-MACAO COM
I1HI-573855	ILC	USD		10685.14	DEC 24, 2008	FEB 13, 2009	TRISTATE TRADING LIMITED-MACAO COM
I1HI-573856	ILC	USD		33264.83	DEC 24, 2008	JAN 21, 2009	EXCELLENT JADE LIMITED
I1HI-573859	ILC	USD		13403.25	DEC 24, 2008	JAN 27, 2009	EXCELLENT JADE LIMITED
I1HI-573860	ILC	USD		34065.59	DEC 24, 2008	JAN 30, 2009	KWIN HING KNITTING FTY. LTD.
I1HI-573867	ILC	USD		23535.48	DEC 24, 2008	JAN 15, 2009	FASTWELL KNITWEAR MANUFACTURING
I1HI-573873	ILC	USD		13874.04	DEC 24, 2008	JAN 23, 2009	CHINAMINE TRADING LTD
I1HI-573874	ILC	USD		14847.08	DEC 24, 2008	JAN 24, 2009	ARTIF GARMENT FACTORY
I1HI-573875	ILC	USD		15741.31	DEC 24, 2008	JAN 30, 2009	FORNTON KNITTING CO LTD
I1HI-573876	ILC	USD		10881	DEC 24, 2008	JAN 28, 2009	CHIN HO KNITTING FACTORY LTD
I1HI-573877	ILC	USD		37708.4	DEC 24, 2008	JAN 28, 2009	LAI KO KNITTING FACTORY LTD.
I1HI-573878	ILC	USD		19778.33	DEC 24, 2008	MAR 21, 2009	TRIPLE A APPAREL LTD.
I1HI-573881	ILC	USD		24197.24	DEC 24, 2008	MAR 18, 2009	TAl KEI KNITTERS LTD.
I1HI-573889	ILC	USD		41331.05	DEC 24, 2008	MAR 07, 2009	SEJEE COMPANY LTD.
I1HI-573890	ILC	USD		29304.81	DEC 24, 2008	JAN 27, 2009	SEJEE COMPANY LTD.
T1HI-571473	ILC	USD		3196.96	SEP 17, 2008	OCT 23, 2008	KEYABLE INTERNATIONAL LTD
T1HI-572198	ILC	USD		35188.4	OCT 20, 2008	DEC 30, 2008	FASTWELL KNITWEAR MANUFACTURING
T1HI-572278	ILC	USD		25744.66	OCT 22, 2008	DEC 03, 2008	PAK TAK KNITTING AND GARMENT
T1HI-572281	ILC	USD		13952.93	OCT 22, 2008	DEC 30, 2008	KWIN HING KNITTING FTY. LTD.
T1HI-572360	ILC	USD		14392.9	OCT 28, 2008	DEC 31, 2008	COME LONG FASHION KNITS LTD.
T1HI-572377	ILC	USD		36834	OCT 28, 2008	DEC 23, 2008	SLITHER LTD
T1HI-572379	ILC	USD		13455.33	OCT 29, 2008	DEC 31, 2008	FABRICA DE MALHAS UNIVERSAL LDA
T1HI-572483	ILC	USD		3214.2	NOV 03, 2008	DEC 22, 2008	LUNG KAE GARMENT CO
T1HI-572484	ILC	USD		58258.92	NOV 03, 2008	DEC 17, 2008	UNITEX FSHION KNITWEAR LIMITED
T1HI-572491	ILC	USD		16613.98	NOV 03, 2008	DEC 10, 2008	KWIN HING KNITTING FTY. LTD.
T1HI-572587	ILC	USD		28852.85	NOV 04, 2008	DEC 30, 2008	WINNER WAY INDUSTRIAL LTD.
T1HI-572588	ILC	USD		37322.51	NOV 04, 2008	DEC 15, 2008	RGM GARMENT CO., LTD.
T1HI-572629	ILC	USD		32888.16	NOV 07, 2008	JAN 27, 2009	FABRICA DE MALHAS UNIVERSAL LDA
T1HI-572633	ILC	USD		23274.13	NOV 07, 2008	DEC 13, 2008	RGM GARMENT CO., LTD.
T1HI-572634	ILC	USD		39955.23	NOV 07, 2008	DEC 30, 2008	CHINA UNION (CASHMERE) INTL
T1HI-572635	ILC	USD		18583.87	NOV 06, 2008	DEC 17, 2008	CHIN HO KNITTING FACTORY LTD
T1HI-572644	ILC	USD		29701.98	NOV 06, 2008	DEC 18, 2008	HIGH FASHION GARMENTS CO. LTD.
T1HI-572770	ILC	USD		14282.73	NOV 13, 2008	DEC 30, 2008	KWIN HING KNITTING FTY. LTD.
T1HI-572793	ILC	USD		15221.47	NOV 12, 2008	DEC 22, 2008	ARTSON GARMENTS LIMITED
T1HI-572795	ILC	USD		22529.79	NOV 12, 2008	DEC 31, 2008	LAI KO KNITTING FACTORY LTD.

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
T1HI-572797	ILC	USD		43911.63	NOV 13, 2008	JAN 01, 2009	HIGH FASHION GARMENTS CO LTD
T1HI-572798	ILC	USD		30513.01	NOV 12, 2008	JAN 10, 2009	INJAE TRADING COMPANY
T1HI-572882	ILC	USD		15596.42	NOV 19, 2008	DEC 31, 2008	KWIN HING KNITTING FTY. LTD.
T1HI-572961	ILC	USD		13414.28	NOV 19, 2008	DEC 31, 2008	LAI KO KNITTING FACTORY LTD.
T1HI-572964	ILC	USD		20063.52	NOV 19, 2008	JAN 05, 2009	UNIMIX EXPORTERS LTD
T1HI-572965	ILC	USD		23578.13	NOV 19, 2008	DEC 30, 2008	PAK TAK KNITTING AND GARMENT
T1HI-572966	ILC	USD		27964.63	NOV 19, 2008	DEC 30, 2008	KWIN HING KNITTING FTY. LTD.
T1HI-573049	ILC	USD		13285.44	NOV 21, 2008	JAN 07, 2009	INJAE TRADING COMPANY
T1HI-573050	ILC	USD		18536.55	NOV 21, 2008	DEC 19, 2008	TRISTATE TRADING LIMITED-MACAO COM
T1HI-573052	ILC	USD		16734.31	NOV 21, 2008	DEC 31, 2008	TAl KEI KNITTERS LTD.
T1HI-573055	ILC	USD		26679.74	NOV 21, 2008	DEC 31, 2008	LAI KO KNITTING FACTORY LTD.
T1HI-573058	ILC	USD		13800.47	NOV 21, 2008	DEC 31, 2008	KWIN HING KNITTING FTY. LTD.
T1HI-573167	ILC	USD		16054.5	NOV 26, 2008	JAN 07, 2009	SLITHER LTD
T1HI-573168	ILC	USD		17174.77	NOV 28, 2008	JAN 13, 2009	SLITHER LTD
T1HI-573169	ILC	USD		16161.45	NOV 26, 2008	JAN 05, 2009	LUNG KAE GARMENT CO
T1HI-573170	ILC	USD		20462.95	NOV 28, 2008	JAN 05, 2009	CHINAMINE TRADING LTD
T1HI-573171	ILC	USD		81251.86	NOV 26, 2008	DEC 31, 2008	CHIN HO KNITTING FACTORY LTD
T1HI-573172	ILC	USD		12947.09	NOV 26, 2008	JAN 12, 2009	CHINAMINE TRADING LTD
T1HI-573173	ILC	USD		44362.29	NOV 26, 2008	DEC 30, 2008	KWIN HING KNITTING FTY. LTD.
T1HI-573174	ILC	USD		16244.55	NOV 26, 2008	JAN 14, 2009	LAI KO KNITTING FACTORY LTD.
T1HI-573177	ILC	USD		18823.67	NOV 28, 2008	JAN 14, 2009	KWIN HING KNITTING FTY. LTD.
T1HI-573178	ILC	USD		47511.68	NOV 26, 2008	DEC 30, 2008	TAl KEI KNITTERS LTD.
T1HI-573180	ILC	USD		16535.23	DEC 05, 2008	JAN 21, 2009	INJAE TRADING COMPANY
T1HI-573181	ILC	USD		29890.43	NOV 26, 2008	JAN 18, 2009	INJAE TRADING COMPANY
T1HI-573182	ILC	USD		25606.42	NOV 28, 2008	DEC 30, 2008	EXCELLENT JADE LIMITED
T1HI-573183	ILC	USD		23477.69	NOV 26, 2008	JAN 12, 2009	TRISTATE TRADING LIMITED-MACAO COM
T1HI-573184	ILC	USD		35671.95	NOV 26, 2008	JAN 16, 2009	TRISTATE TRADING LIMITED-MACAO COM
T1HI-573185	ILC	USD		25920.83	NOV 28, 2008	DEC 26, 2008	TRISTATE TRADING LIMITED-MACAO COM
T1HI-573189	ILC	USD		8326.73	DEC 05, 2008	JAN 05, 2009	SEJEE COMPANY LTD.
T1HI-573190	ILC	USD		19654.64	DEC 04, 2008	JAN 15, 2009	SEJEE COMPANY LTD.
T1HI-573301	ILC	USD		20577.35	DEC 04, 2008	DEC 27, 2008	TRISTATE TRADING LIMITED-MACAO COM
T1HI-573302	ILC	USD		44459.29	DEC 04, 2008	FEB 08, 2009	EXCELLENT JADE LIMITED
T1HI-573303	ILC	USD		14664.06	DEC 05, 2008	DEC 30, 2008	EXCELLENT JADE LIMITED
T1HI-573307	ILC	USD		12049.8	DEC 05, 2008	JAN 30, 2009	VIMCHAMP GARMENTS LIMITED
T1HI-573308	ILC	USD		26592.3	DEC 05, 2008	JAN 14, 2009	VIMCHAMP GARMENTS LIMITED
T1HI-573315	ILC	USD		29024.54	DEC 04, 2008	FEB 04, 2009	TAl KEI KNITTERS LTD.
T1HI-573316	ILC	USD		11670.93	DEC 05, 2008	DEC 30, 2008	FORNTON KNITTING CO LTD
T1HI-573327	ILC	USD		22758.58	DEC 04, 2008	DEC 30, 2008	PAK TAK KNITTING AND GARMENT
T1HI-573328	ILC	USD		48096.02	DEC 04, 2008	FEB 07, 2009	UNITEX FSHION KNITWEAR LIMITED

JPM Reference Number	Product Cat	Currency	Liab Outstanding Amount		Release Date	Expiry / Maturity Date	Beneficiary Name
T1HI-573331	ILC	USD		12899.49	DEC 04, 2008	FEB 04, 2009	KWIN HING KNITTING FTY. LTD.
T1HI-573334	ILC	USD		56283.16	DEC 05, 2008	JAN 08, 2009	TAl KEI KNITTERS LTD.
T1HI-573349	ILC	USD		35166.98	DEC 10, 2008	FEB 02, 2009	UNIMIX EXPORTERS LTD
T1HI-573350	ILC	USD		19290.72	DEC 10, 2008	FEB 14, 2009	HIGH FASHION GARMENTS CO LTD
T1HI-573351	ILC	USD		97176.65	DEC 10, 2008	FEB 14, 2009	HIGH FASHION GARMENTS CO LTD
T1HI-573352	ILC	USD		21601.49	DEC 11, 2008	JAN 27, 2009	TRISTATE TRADING LIMITED — MAC COM
T1HI-573372	ILC	USD		27461.43	DEC 11, 2008	JAN 07, 2009	FORNTON KNITTING CO LTD
T1HI-573493	ILC	USD		40253.47	DEC 11, 2008	DEC 31, 2008	PAK TAK KNITTING AND GARMENT
T1HI-573494	ILC	USD		16817.62	DEC 11, 2008	JAN 07, 2009	DASHING INDUSTRIAL CO. LTD.
T1HI-573495	ILC	USD		30138.97	DEC 11, 2008	JAN 15, 2009	TAI KEI KNITTERS LTD.
T1HI-573496	ILC	USD		44267.77	DEC 11, 2008	JAN 15, 2009	PAK TAK KNITTING AND GARMENT
T1HI-573497	ILC	USD		15650.25	DEC 11, 2008	FEB 04, 2009	FASTWELL KNITWEAR MANUFACTURING
T1HI-573498	ILC	USD		37472.8	DEC 11, 2008	JAN 10, 2009	LUNG KAE GARMENT CO
T1HI-573508	ILC	USD		12559.07	DEC 11, 2008	JAN 26, 2009	DO DO FASHION LTD
T1HI-573509	ILC	USD		12688.43	DEC 11, 2008	JAN 19, 2009	SHENXIN TEXTILE INDUSTRIAL (HK)
T1HI-573510	ILC	USD		21751.55	DEC 11, 2008	JAN 14, 2009	SHENXIN TEXTILE INDUSTRIAL (HK)
T1HI-573535	ILC	USD		13277.96	DEC 12, 2008	FEB 02, 2009	DO DO FASHION LTD
T1HI-573536	ILC	USD		31353.61	DEC 15, 2008	JAN 30, 2009	CHIN HO KNITTING FACTORY LTD
T1HI-573539	ILC	USD		16808.4	DEC 12, 2008	JAN 21, 2009	CHIN HO KNITTING FACTORY LTD
T1HI-573543	ILC	USD		69778.68	DEC 12, 2008	FEB 14, 2009	HIGH FASHION GARMENTS CO LTD
T1HI-573544	ILC	USD		68276.07	DEC 12, 2008	FEB 14, 2009	HIGH FASHION GARMENTS CO. LTD.
T1HI-573545	ILC	USD		16299.31	DEC 12, 2008	MAR 01, 2009	SEJEE COMPANY LTD.
T1HI-573546	ILC	USD		12251.86	DEC 12, 2008	JAN 21, 2009	EXCELLENT JADE LIMITED
T1HI-573547	ILC	USD		26440.69	DEC 12, 2008	JAN 17, 2009	TRISTATE TRADING LIMITED-MACAO COM
T1HI-573558	ILC	USD		33495	DEC 12, 2008	JAN 04, 2009	HONG KONG WINTAI GARMENT LTD
T1HI-573661	ILC	USD		90244.39	DEC 16, 2008	DEC 31, 2008	JAZZING KNITTING CO., LTD
T1HI-573662	ILC	USD		298214.47	DEC 16, 2008	JAN 30, 2009	KWIN HING KNITTING FTY. LTD.
T1HI-573664	ILC	USD		45002.12	DEC 16, 2008	FEB 09, 2009	LUNG KAE GARMENT CO
T1HI-573672	ILC	USD		23388.75	DEC 16, 2008	JAN 30, 2009	UNIVERSAL EXPRESS GARMENTS LTD
T1HI-573673	ILC	USD		40177.47	DEC 16, 2008	APR 03, 2009	UNIVERSAL EXPRESS GARMENTS LTD
1-695880-0008	STG	USD		58835.74	APR 19, 2005	APR 19, 2011	WING TAl ENTERPRISES LIMITED
1-695880-0009	STG	USD		241541.26	APR 19, 2005	APR 16, 2011	WING TAl ENTERPRISES LIMITED

CitiDirect:® Online Banking

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818058508	SCANWELL LOGISTICS	Sight	02/27/2008	28,738.56 USD
5818554747	UNITED STATES OF AMERICA		02/14/2009	28,738.56 USD			28,738.56 USD
		Total Liability Amount					28,738.56 USD
5818058509	SCANWELL LOGISTICS	Sight	02/27/2008	33,288.00 USD
5818554724	UNITED STATES OF AMERICA		02/14/2009	33,288.00 USD			33,288.00 USD
		Total Liability Amount						33,288.00 USD
5818064514	SUMMIT GLOBAL LOGISTIC	Sight	03/05/2008	54,370.08 USD
5818554703	UNITED STATES OF AMERICA		02/28/2009	54,370.08 USD			54,370.08 USD
		Total Liability Amount					54,370.08 USD
5818555311	TRISTATE TRADING LTD MACAO COMM.	Sight	07/02/2008	242,276.53 USD		5/5
0631TRICH048	MACAU		12/16/2008	37,131.26 USD			46,607.93 USD
		Total Liability Amount						46,607.93 USD
5818555438	TRISTATE TRADING LTD MACAO COMM.	Sight	08/18/2008	22,088.50 USD		5/5
0753TRIVN061	MACAU		12/15/2008	0.00 USD			0.00 USD
		Total Liability Amount						0.00 USD
5818555486	TRISTATE TRADING LTD MACAO COMM.	Sight	09/05/2008	99,514.95 USD		5/5
0798TRICH072	MACAU		01/13/2009	192,326.57 USD			239,674.71 USD
		Total Liability Amount						239,674.71 USD
5818555534	TRISTATE TRADING LTD MACAO COMM.	Sight	09/16/2008	51,530.00 USD		5/5
0842TRICH084	MACAU		02/10/2009	245,598.42 USD			277,266.48 USD
		Total Liability Amount						277,266.48 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 1 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555555	TRISTATE TRADING LTD MACAO COMM.	Sight	09/22/2008	206,503.36 USD		5/5
0863TRICH087	MACAU		01/13/2009	131,886.55 USD			161,554.09 USD
Total Liability Amount							161,554.09 USD
5818555558	TRISTATE TRADING LTD MACAO COMM.	Sight	09/22/2008	46,913.00 USD		5/5
0866TRIVN082	MACAU		01/10/2009	5,862.96 USD			7,586.20 USD
Total Liability Amount							7,586.20 USD
5818555609	TRISTATE TRADING LTD MACAO COMM.	Sight	10/13/2008	112,444.00 USD		5/5
0912TRICH100	MACAU		01/06/2009	43,835.67 USD			58,581.07 USD
Total Liability Amount							58,581.07 USD
5818555618	DO DO FASHION LTD.	Sight	10/15/2008	327,240.74 USD		5/5
0921DD04108	HONG KONG		12/15/2008	0.00 USD			10,169.63 USD
Total Liability Amount							10,169.63 USD
5818555623	PT. UNGARAN SARI GARMENTS.	Sight	10/20/2008	77,033.21 USD		5/5
0926KSP10168	REPUBLIC OF INDONESIA		01/20/2009	3,026.22 USD			6,877.88 USD
Total Liability Amount							6,877.88 USD
5818555632	TRISTATE TRADING LTD MACAO COMM.	Sight	10/20/2008	70,250.06 USD		5/5
0935TRIVN097	MACAU		12/15/2008	0.00 USD			0.00 USD
Total Liability Amount							0.00 USD
5818555634	KWIN HING KNITING FACTORY LTD,,	Sight	10/20/2008	90,545.78 USD		5/5
0937JK82660	HONG KONG		12/17/2008	90,545.78 USD			95,073.07 USD
Total Liability Amount							95,073.07 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 2 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555637	NINGBO FANHUA IMP EXP CO LTD	Sight	10/20/2008	180,368.71 USD		5/5
0940JG82598	PEOPLE'S REPUBLIC OF CHINA		01/04/2009	114,404.28 USD			129,188.03 USD
Total Liability Amount							129,188.03 USD
5818555640	CHIN HO KNITTING FTY LTD	Sight	10/22/2008	380,924.55 USD		5/5
0943JK82653	HONG KONG		12/17/2008	384,526.20 USD			403,752.51 USD
Total Liability Amount							403,752.51 USD
5818555641	TRISTATE TRADING LTD MACAO COMM.	Sight	10/22/2008	15,621.33 USD		5/5
0944TRICH106	MACAU		01/06/2009	129,506.57 USD			145,500.38 USD
Total Liability Amount							145,500.38 USD
5818555654	TRISTATE TRADING LTD MACAO COMM.	Sight	10/23/2008	14,295.84 USD		5/5
0956TRIVN098	MACAU		12/22/2008	222,636.97 USD			234,971.67 USD
Total Liability Amount							234,971.67 USD
5818555658	DO DO FASHION LTD..	Sight	10/28/2008	185,300.76 USD		5/5
0960DD04208	HONG KONG		12/25/2008	6,053.02 USD			15,318.06 USD
Total Liability Amount							15,318.06 USD
5818555659	HANSAE CO. LTD.	Sight	10/28/2008	60,303.61 USD		5/5
0961AK08034	REPUBLIC OF KOREA		12/29/2008	60,303.61 USD			63,318.79 USD
Total Liability Amount							63,318.79 USD
5818555660	FABRICA DE MALHAS UNIVERSAL LDA.	Sight	10/30/2008	33,116.48 USD		5/5
0962JG82729	MACAU		12/31/2008	21,793.11 USD			23,448.93 USD
Total Liability Amount							23,448.93 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 3 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID
Customer Name 949148
KASPER ASL LTD Branch Code
Branch Name 712
HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555663	UNITEX FASHION (KNITWEAR) LIMITED	Sight	10/30/2008	314,390.85 USD		5/5
0964JK82739	HONG KONG		12/28/2008	314,390.85 USD			330,110.39 USD
Total Liability Amount							330,110.39 USD
5818555665	TRISTATE TRADING LTD MACAO COMM.	Sight	10/30/2008	185,748.64 USD		5/5
0966TRICH110	MACAU		01/13/2009	16,804.05 USD			26,636.81 USD
Total Liability Amount							26,636.81 USD
5818555667	TRISTATE TRADING LTD MACAO COMM.	Sight	11/05/2008	48,980.20 USD		5/5
0968TRICH11308	MACAU		12/16/2008	42.36 USD			4,794.87 USD
Total Liability Amount							4,794.87 USD
5818555668	TRISTATE TRADING LTD MACAO COMM.	Sight	10/30/2008	139,138.40 USD		5/5
0969TRIVN099	MACAU		01/08/2009	545,164.45 USD			573,273.34 USD
Total Liability Amount							573,273.34 USD
5818555669	TRISTATE TRADING LTD MACAO COMM.	Sight	10/30/2008	31,206.00 USD		5/5
0970TRIVN101	MACAU		02/05/2009	268,414.34 USD			288,204.02 USD
Total Liability Amount							288,204.02 USD
5818555676	DO DO FASHION LTD.	Sight	11/05/2008	14,696.36 USD		5/5
0977JG82754	HONG KONG		12/19/2008	0.00 USD			0.00 USD
Total Liability Amount							0.00 USD
5818555679	FORTUNE MINT LIMITED,	Sight	11/05/2008	11,892.00 USD		5/5
0980JK82701	HONG KONG		12/17/2008	11,892.00 USD			12,486.60 USD
Total Liability Amount							12,486.60 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 4 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555682	HIGH FASHION GARMENTS CO. LTD..	Sight	11/05/2008	98,263.95 USD		5/5
0983HF07208	HONG KONG		12/18/2008	83,731.11 USD			88,644.31 USD
Total Liability Amount							88,644.31 USD
581855 5683	TRISTATE TRADING LTD MACAO COMM.	Sight	11/05/2008	80,078.56 USD		5/5
0984TRICH112	MACAU		01/13/2009	231,900.96 USD			243,496.01 USD
Total Liability Amount							243,496.01 USD
5818555684	UNIVERSAL EXPRESS GARMENTS LTD.,	Sight	11/05/2008	155,515.60 USD		5/5
0985KP1027A	HONG KONG		01/09/2009	155,515.60 USD			163,291.38 USD
Total Liability Amount							163,291.38 USD
5818555685	JK INDUSTRY CO. LTD.	Sight	11/06/2008	45,240.00 USD		5/5
0986AKNY18U	REPUBLIC OF KOREA		12/18/2008	45,240.00 USD			47,502.00 USD
Total Liability Amount							47,502.00 USD
5818555686	POONG IN TRADING CO., LTD.. 19F	Sight	11/06/2008	131,795.87 USD		5/5
0987PI1030	REPUBLIC OF KOREA		01/11/2009	121,714.97 USD			128,304.76 USD
Total Liability Amount							128,304.76 USD
5818555687	LUNG KAE GARMENT COMPANY	Sight	11/07/2008	123,355.25 USD		5/5
0988JG82785	HONG KONG		12/15/2008	24,415.56 USD			30,583.32 USD
Total Liability Amount							30,583.32 USD
5818555688	P.T. MASTERINDO JAYA ABADI..	Sight	11/07/2008	10,480.00 USD		515
0989JG82827	REPUBLIC OF INDONESIA		12/16/2008	73.36 USD			597.36 USD
Total Liability Amount							597.36 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 5 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID
Customer Name 949148
KASPER ASL LTD Branch Code
Branch Name 712
HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555690	P.T. UNI-ENLARGE INDUSTRY INDONESIA	Sight	11/07/2008	31,334.40 USD		5/5
0991JG82865	REPUBLIC OF INDONESIA		01/06/2009	31,703.04 USD			33,288.19 USD
Total Liability Amount							33,288.19 USD
5818555693	TRISTATE TRADING LTD MACAO COMM.	Sight	11/07/2008	146,395.80 USD		5/5
0994TRICH115	MACAU		12/23/2008	138,673.66 USD			145,993.45 USD
Total Liability Amount							145,993.45 USD
5818555694	KWIN HING KNITTING FACTORY LTD,,	Sight	11/11/2008	87,627.40 USD		5/5
0995JG82433	HONG KONG		01/14/2009	64,360.52 USD			68,741.89 USD
Total Liability Amount							68,741.89 USD
5818555695	FASTWELL KNITWEAR MANUFACTURING	Sight	11/11/2008	68,219.00 USD		5/5
0996JG82434	HONG KONG		01/14/2009	166,563.80 USD			174,891.99 USD
Total Liability Amount							174,891.99 USD
5818555697	PT UNI-ENLARGE INDUSTRY INDONESIA.	Sight	11/11/2008	7,084.00 USD		5/5
0998JG82866	REPUBLIC OF INDONESIA		01/20/2009	7,084.00 USD			7,438.20 USD
Total Liability Amount							7,438.20 USD
5818555699	TAI KEI KNITTERS LTD.	Sight	11/11/2008	413,530.00 USD		5/5
1000JK82678	HONG KONG		01/09/2009	413,530.00 USD			434,206.50 USD
Total Liability Amount							434,206.50 USD
5818555700	HENFIELD ENTERPRISES LIMITED.	Sight	11/11/2008	76,276.24 USD		5/5
1001JK82820	HONG KONG		01/03/2009	76,276.24 USD			80,090.05 USD
Total Liability Amount							80,090.05 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 6 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID
Customer Name 949148
KASPER ASL LTD Branch Code
Branch Name 712
HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555701	CHIN HO KNITTING FTY LTD	Sight	11/11/2008	116,193.14 USD		5/5
1002JK82843	HONG KONG		12/31/2008	116,193.14 USD			122,002.80 USD
Total Liability Amount							122,002.80 USD
5818555702	WONDERFUL INTL GROUP HK LTD.	Sight	11/11/2008	131,679.25 USD		5/5
1003JK82871	HONG KONG		12/27/2008	21,461.39 USD			28,045.35 USD
Total Liability Amount							28,045.35 USD
5818555703	DO DO FASHION LTD.	Sight	11/11/2008	445,429.34 USD		5/5
1004DD04308	HONG KONG		01/09/2009	119,343.59 USD			141,615.06 USD
Total Liability Amount							141,615.06 USD
5818555704	INJAE TRADING COMPANY	Sight	11/11/2008	66,060.52 USD		5/5
1005IJ0811140	HONG KONG		01/03/2009	66,060.52 USD			69,363.55 USD
Total Liability Amount							69,363.55 USD
5818555705	SEJEE COMPANY LTD.	Sight	11/11/2008	37,488.32 USD		5/5
10068F5681U	HONG KONG		12/16/2008	37,488.32 USD			39,362.74 USD
Total Liability Amount							39,362.74 USD
5818555708	EXCELLENT JADE LIMITED	Sight	11/11/2008	53,033.55 USD		5/5
1009AN1J331	HONG KONG		01/30/2009	53,033.55 USD			55,685.23 USD
Total Liability Amount							55,685.23 USD
5818555709	TRISTATE TRADING LTD MACAO COMM.	Sight	11/11/2008	55,781.75 USD		5/5
1010TRIVN104	MACAU		01/12/2009	453,573.37 USD			477,612.62 USD
Total Liability Amount							477,612.62 USD
5818555710	TRISTATE TRADING LTD MACAO COMM.	Sight	11/11/2008	10,412.00 USD		5/5
1011TRIVN105	MACAU		12/15/2008	10,412.00 USD			10,932.60 USD
Total Liability Amount							10,932.60 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 7 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID
Customer Name 949148
KASPERASL LTD Branch Code
Branch Name 712
HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555711	TRISTATE TRADING LTD MACAO COMM.	Sight	11/11/2008	283,922.23 USD		5/5
1012TRIVN106	MACAU		01/05/2009	286,070.02 USD			313,954.26 USD
Total Liability Amount							313,954.26 USD
5818555712	TRISTATE TRADING LTD MACAO COMM.	Sight	11/11/2008	138,948.40 USD		5/5
1013TRICH114	MACAU		12/30/2008	131,682.04 USD			145,192.11 USD
Total Liability Amount							145,192.11 USD
5818555714	WONDERFUL INTL GROUP HK LTD.	Sight	11/13/2008	309,866.59 USD		5/5
1014JK82872	HONG KONG		01/03/2009	309,866.59 USD			325,359.92 USD
Total Liability Amount							325,359.92 USD
5818555715	THAI GARMENT EXPORT CO., LTD	Sight	11/13/2008	22,270.00 USD		5/5
1015JK82876	THAILAND		12/19/2008	22,270.00 USD			23,383.50 USD
Total Liability Amount							23,383.50 USD
5818555716	DO DO FASHION LTD.	Sight	11/13/2008	377,694.00 USD		5/5
1016DD04508	HONG KONG		01/30/2009	391,411.62 USD			410,982.20 USD
Total Liability Amount							410,982.20 USD
5818555718	SEOHAP CO. LTD.	Sight	11/13/2008	27,351.36 USD		5/5
1018DS1105	REPUBLIC OF KOREA		01/10/2009	0.00 USD			2,012.95 USD
Total Liability Amount							2,012.95 USD
5818555722	TRISTATE TRADING LTD MACAO COMM.	Sight	11/14/2008	183,576.12 USD		5/5
1019TRICHl1608	MACAU		01/13/2009	199,828.62 USD			209,820.06 USD
Total Liability Amount							209,820.06 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 8 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID
Customer Name 949148
KASPER ASL LTD Branch Code
Branch Name 712
HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555723	LAI KO KNITTING FACTORY LIMITED	Sight	11/17/2008	41,441.06 USD		5/5
1020JK82845	HONG KONG		12/31/2008	41,441.06 USD			43,513.11 USD
Total Liability Amount							43,513.11 USD
5818555725	EXCELLENT JADE LIMITED	Sight	11/17/2008	87,605.16 USD		5/5
1022AN1I734	HONG KONG		12/27/200 8	87,605.16 USD			91,985.42 USD
Total Liability Amount							91,985.42 USD
5818555727	LUNG KAE GARMENT COMPANY	Sight	11/19/2008	11,884.72 USD		5/5
1023JG82823	HONG KONG		01/01/2009	11,884.72 USD			12,478.96 USD
Total Liability Amount							12,478.96 USD
5818555728	NANTONG ZHONG YING FASHION PRODUCTS	Sight	11/19/2008	26,683.20 USD		5/5
1024JG82932	PEOPLE'S REPUBLIC OF CHINA		12/28/2008	26,683.20 USD			28,017.36 USD
Total Liability Amount							28,017.36 USD
5818555729	DO DO FASHION LTD..	Sight	11/19/2008	13,959.36 USD		5/5
1025JG82946	HONG KONG		01/08/2009	13,959.36 USD			14,657.33 USD
Total Liability Amount							14,657.33 USD
5818555730	DO DO FASHION LTD..	Sight	11/19/2008	9,567.36 USD		5/5
1026JG82970	HONG KONG		01/01/2009	9,567.36 USD			10,045.73 USD
Total Liability Amount							10,045.73 USD
5818555731	TRIPLE AAPPAREL LIMITED	Sight	11/19/2008	49,192.00 USD		5/5
1027JG82971	HONG KONG		12/27/2008	49,192.00 USD			51,651.60 USD
Total Liability Amount							51,651.60 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 9 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%	Liability Amount
5818555732	CRYSTALCLEAR WEALTH LTD.	Sight	11/19/2008	32,271.33 USD	5/5
1028JK82698	TAIWAN, PROVINCE OF ROC		01/01/2009	32,271.33 USD		33,884.90 USD
Total Liability Amount						33,884.90 USD
5818555736	EXCELLENT JADE LIMITED	Sight	11/19/2008	30,161.56 USD	5/5
1032AY736873	HONG KONG		01/06/2009	30,161.56 USD		31,669.64 USD
Total Liability Amount						31,669.64 USD
5818555737	TRISTATE TRADING LTD MACAO COMM.	Sight	11/19/2008	66,943.60 USD	5/5
1033TRICH118	MACAU		12/23/2008	66,943.60 USD		70,290.78 USD
Total liability Amount						70,290.78 USD
5818555738	TRISTATE TRADING LTD MACAO COMM.	Sight	11/19/2008	25,741.76 USD	5/5
1034TRICH120	MACAU		01/06/2009	208,937.80 USD		219,384.69 USD
Total Liability Amount						219,384.69 USD
5818555739	DONG HAN INTERNATIONAL CO., LTD	Sight	11/19/2008	39,428.35 USD	5/5
1035AK08036	REPUBLIC OF KOREA		12/27/2008	39,428.35 USD		41,399.77 USD
Total Liability Amount						41,399.77 USD
5818555740	TRISTATE TRADING LTD MACAO COMM.	Sight	11/24/2008	88,526.45 USD	5/5
1036TRICH12308	MACAU		12/20/2008	65,810.78 USD		70,237.10 USD
Total Liability Amount						70,237.10 USD
5818555741	TRISTATE TRADING LTD MACAO COMM.	Sight	11/24/2008	179,512.38 USD	5/5
1037TRIVN111	MACAU		01/05/2009	183,058.38 USD		192,211.30 USD
Total Liability Amount						192,211.30 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 10 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%	Liability Amount
5818555742	EXCELLENT JADE LIMITED	Sight	11/24/2008	61,505.64 USD	5/5
1038AN1J836	HONG KONG		12/30/2008	61,505.64 USD		64,580.92 USD
Total Liability Amount						64,580.92 USD
5818555743	EXCELLENT JADE LIMITED	Sight	11/24/2008	119,598.10 USD	5/5
1039AKY6672	HONG KONG		01/13/2009	119,598.10 USD		125.578.01 USD
Total liability Amount						125,578.01 USD
5818555744	TRISTATE TRADING LTD MACAO COMM.	Sight	11/24/2008	206,984.71 USD	5/5
1040TRICH125	MACAU		01/13/2009	206,984.71 USD		217.333.95 USD
Total Liability Amount						217,333.95 USD
5818555745	DO DO FASHION LTD.	Sight	11/24/2008	410,871.51 USD	5/5
1041DD04408	HONG KONG		01/30/2009	410,871.51 USD		431,415.09 USD
Total Liability Amount						431,415.09 USD
5818555746	ARTIF GARMENT FACTORY	Sight	11/24/2008	26,415.94 USD	5/5
1042JG82894	HONG KONG		01/05/2009	26,415.94 USD		27,736.74 USD
Total Liability Amount						27,736.74 USD
5818555747	LAI KO KNITTING FACTORY LIMITED	Sight	11/24/2008	67.708.08 USD	5/5
1043JG82924	HONG KONG		01/15/2009	67.708.08 USD		71.093.48 USD
Total Liability Amount						71,093.48 USD
5818555748	JAZZING KNITTING CO., LTD	Sight	11/24/2008	16,202.77 USD	5/5
1044JG82930	HONG KONG		01/05/2009	21,303.95 USD		22,369.15 USD
Total Liability Amount						22,369.15 USD
5818555749	SLITHER LTD.	Sight	11/24/2008	32,471.66 USD	5/5
1045JG82934	HONG KONG		01/12/2009	32,471.66 USD		34,095.24 USD
Total Liability Amount						34,095.24 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 11 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%	Liability Amount
5818555750	SLITHER LTD.	Sight	11/24/2008	12,118.82 USD	5/5
1046JG82959	HONG KONG		01/06/2009	12,118.82 USD		12,724.76 USD
Total Liability Amount						12,724.76 USD
5818555751	SUY CO., LTD.	Sight	11/24/2008	25,430.40 USD	5/5
1047JG82968	REPUBLIC OF KOREA		12/20/2008	25,430.40 USD		26,701.92 USD
Total Liability Amount						26,701.92 USD
5818555752	VIMCHAMP GARMENTS LIMITED..	Sight	11/24/2008	14,070.00 USD	5/5
1048JK82822	HONG KONG		01/04/2009	14,070.00 USD		14,773.50 USD
Total Liability Amount						14,773.50 USD
5818555753	KATTIE FASHION (HONG KONG) LIMITED	Sight	11/24/2008	35,178.00 USD	5/5
1049JK82836	HONG KONG		01/07/2009	35,178.00 USD		36,936.90 USD
Total Liability Amount						36,936.90 USD
5818555754	KWIN HING KNITTING FACTORY LTD,,	Sight	11/24/2008	7,672.32 USD	5/5
1050JK82974	HONG KONG		01/07/2009	7,672.32 USD		8,055.94 USD
Total Liability Amount						8,055.94 USD
5818555755	CHIN HO KNITTING FTY LTD	Sight	11/24/2008	19,791.50 USD	5/5
1051JK82975	HONG KONG		01/07/2009	19,791.50 USD		20,781.08 USD
Total Liability Amount						20,781.08 USD
5818555756	SEJEE COMPANY LTD.	Sight	11/24/2008	41,136.76 USD	5/5
10529S5401A	HONG KONG		12/16/2008	41,136.76 USD		43,193.60 USD
Total Liability Amount						43,193.60 USD
5818555757	SEOHAP CO. LTD.	Sight	11/24/2008	5,161.80 USD	5/5
1053KDS1117	REPUBLIC OF KOREA		01/03/2009	23,795.70 USD		24,985.49 USD
Total Liability Amount						24,985.49 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 12 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%	Liability Amount
5818555758	UNIVERSAL EXPRESS GARMENTS LTD.,	Sight	11/24/2008	117,160.00 USD	5/5
1054KP1117A	HONG KONG		01/03/2009	117,160.00 USD		123,018.00 USD
Total Liability Amount						123,018.00 USD
5818555759	UNIVERSAL EXPRESS GARMENTS LTD.,	Sight	11/24/2008	22,800.00 USD	5/5
1055KP1112A	HONG KONG		01/03/2009	22,800.00 USD		23,940.00 USD
Total Liability Amount						23,940.00 USD
5818555760	HONGKONG ORIENTAL YEYANG	Sight	11/24/2008	4,800,000.00 USD	5/5
1056YY0901	HONG KONG		05/15/2009	4,800,000.00 USD		5,040,000.00 USD
Total Liability Amount						5,040,000.00 USD
5818555762	WONDERFUL INTL GROUP HK LTD.	Sight	11/25/2008	104,748.80 USD	5/5
1058JK82933REV1	HONG KONG		01/02/2009	104,748.80 USD		109,986.24 USD
Total Liability Amount						109,986.24 USD
5818555763	WONDERFUL INTL GROUP HK LTD.	Sight	11/25/2008	235,547.40 USD	5/5
1059JK82931REV1	HONG KONG		01/04/2009	78,201.52 USD		89,978.89 USD
Total Liability Amount						89,978.89 USD
5818555765	UNITEX FASHION (KNITWEAR) LIMITED	Sight	11/25/2008	10,398.22 USD	5/5
1060JK83017	HONG KONG		12/30/2008	10,398.22 USD		10,918.13 USD
Total Liability Amount						10,918.13 USD
5818555766	FORNTON KNITTING CO LTD.. 1/F,	Sight	11/25/2008	105,499.46 USD	5/5
1061JK83019	HONG KONG		12/30/2008	105,499.46 USD		110,774.43 USD
Total Liability Amount						110,774.43 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 13 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555767	ARTIF GARMENT FACTORY	Sight	11/25/2008	45,145.64 USD		5/5
1062JG83033	HONG KONG		01/05/2009	45,145.64 USD			47,402.92 USD
Total Liability Amount							47,402.92 USD
5818555768	TRISTATE TRADING LTD MACAO COMM.	Sight	11/25/2008	91,904.00 USD		5/5
1063TRICH12708	MACAU		12/16/2008	91,904.00 USD			96,499.20 USD
Total Liability Amount							96,499.20 USD
5818555769	TRISTATE TRADING LTD MACAO COMM.	Sight	11/25/2008	115,377.61 USD		5/5
1064TRIVN109R1	MACAU		01/18/2009	205,389.33 USD			215,658.80 USD
Total Liability Amount							215,658.80 USD
5818555770	TAI KEI KNITTERS LTD.	Sight	11/26/2008	59,771.63 USD		5/5
1065JG82929	HONG KONG		01/05/2009	64,527.31 USD			67,753.67 USD
Total Liability Amount							67,753.67 USD
5818555771	DO DO FASHION LTD.	Sight	11/26/2008	15,368.34 USD		5/5
1066JG82978	HONG KONG		01/15/2009	15,368.34 USD			16,136.76 USD
Total Liability Amount							16,136.76 USD
5818555772	NANTONG KINSWEAR MFG. CO., LTD.	Sight	11/26/2008	19,135.20 USD		5/5
1067JG82985	PEOPLE’S REPUBLIC OF CHINA		01/12/2009	19,135.20 USD			20,091.96 USD
Total Liability Amount							20,091.96 USD
5818555773	CHERRY GROUP CO., LTD.	Sight	11/26/2008	149,431.54 USD		5/5
1068JG83001	PEOPLE’S REPUBLIC OF CHINA		01/14/2009	149,431.54 USD			156,903.12 USD
Total Liability Amount							156,903.12 USD
5818555774	TAI KEI KNITTERS LTD.	Sight	11/26/2008	25,578.00 USD		5/5
1069JG83054	HONG KONG		01/14/2009	25,578.00 USD			26,856.90 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 14 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
Total Liability Amount							26,856.90 USD
5818555775	LAI KO KNITTING FACTORY LIMITED	Sight	11/26/2008	57,307.50 USD		5/5
1070JK82847	HONG KONG		01/14/2009	57,307.50 USD			60,172.88 USD
Total Liability Amount							60,172.88 USD
5818555776	KWIN HING KNITTING FACTORY LTD,,	Sight	11/26/2008	26,618.15 USD		5/5
1071JK82849	HONG KONG		01/14/2009	26,618.15 USD			27,949.06 USD
Total Liability Amount							27,949.06 USD
5818555777	SEJEE COMPANY LTD.	Sight	11/26/2008	12,862.00 USD		5/5
10729S5401C	HONG KONG		12/30/2008	12,862.00 USD			13,505.10 USD
Total Liability Amount							13,505.10 USD
5818555778	SEJEE COMPANY LTD.	Sight	11/26/2008	286,270.51 USD		5/5
10739S73KK	HONG KONG		01/09 /2009	286,270.51 USD			300,584.04 USD
Total Liability Amount							300,584.04 USD
5818555779	EXCELLENT JADE LIMITED	Sight	11/26/2008	76,516.57 USD		5/5
1074AN1J837	HONG KONG		12/30/2008	76,516.57 USD			80,342.40 USD
Total Liability Amount							80,342.40 USD
5818555780	TRISTATE TRADING LTD MACAO COMM.	Sight	11/26/2008	312,596.34 USD		5/5
1075TRICH121	MACAU		01/06 /2009	312,596.34 USD			328,226.16 USD
Total Liability Amount							328,226.16 USD
5818555781	TRISTATE TRADING LTD MACAO COMM.	Sight	11/26/2008	44,695.92 USD		5/5
1076TRIVN112	MACAU		01/08/2009	44,695.92 USD			46,930.72 USD
Total Liability Amount							46,930.72 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 15 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555782	TRISTATE TRADING LTD MACAO COMM.	Sight	11/26/2008	51,471.08 USD		5/5
1077TRIVN114	MACAU		12/27/2008	51,471.08 USD			54,044.63 USD
Total Liability Amount							54,044.63 USD
5818555783	TNA CO LTD	Sight	11/26/2008	106,416.40 USD		5/5
1078AK08037	REPUBLIC OF KOREA		01/12/2009	106,416.40 USD			111,737.22 USD
Total Liability Amount							111,737.22 USD
5818555784	NANTONG ZHONG YING FASHION PRODUCTS	Sight	12/03 /2008	75,485.56 USD		5/5
1079JG82590	PEOPLE’S REPUBLIC OF CHINA		01/18/2009	75,485.56 USD			79,259.84 USD
Total Liability Amount							79,259.84 USD
5818555785	FASTWELL KNITWEAR MANUFACTURING	Sight	12/03/2008	14,712.00 USD		515
1080JG82742	HONG KONG		03/11/2009	14,712.00 USD			15,447.60 USD
Total Liability Amount							15,447.60 USD
5818555786	TAl KEI KNITTERS LTD.	Sight	12/03/2008	60,275.19 USD		515
1081JG82947	HONG KONG		01/31/2009	94,377.06 USD			99,095.91 USD
Total Liability Amount							99,095.91 USD
5818555787	LUNG KAE GARMENT COMPANY	Sight	12/03/2008	29,285.41 USD		5/5
1082JG830454693	HONG KONG		01/19/2009	29,285.41 USD			30,749.68 USD
Total Liability Amount							30,749.68 USD
5818555789	DO DO FASHION LTD.	Sight	12/03/2008	91,384.44 USD		5/5
1083JG83049	HONG KONG		01/25/2009	91,384.44 USD			95,953.66 USD
Total Liability Amount							95,953.66 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 16 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555791	CARNIVAL INDUSTRIAL CORP.	Sight	12/03/2008	13,151.10 USD		5/5
1084JG83096	TAIWAN, PROVINCE OF ROC		12/27/2008	13,151.10 USD			13,808.66 USD
Total Liability Amount							13,808.66 USD
5818555792	SHANGHAI JOY PLUS FASHION CO., LTD	Sight	12/03/2008	18,168.00 USD		5/5
1085JG83121	PEOPLE'S REPUBLIC OF CHINA		01/10/2009	18,168.00 USD			19,076.40 USD
Total Liability Amount							19,076.40 USD
5818555793	TAI KEI KNITTERS LTD.	Sight	12/03/2008	19,030.00 USD		5/5
1086JK82706	HONG KONG		01/21/2009	19,030.00 USD			19,981.50 USD
Total Liability Amount							19,981.50 USD
5818555794	TAI KEI KNITTERS LTD.	Sight	12/03/2008	63,899.53 USD		5/5
1087JK82750	HONG KONG		02/04/2009	63,899.53 USD			67,094.51 USD
Total Liability Amount							67,094.51 USD
5818555795	HIGH FASHION KNIT CO., LTD	Sight	12/03/2008	20,418.00 USD		5/5
1088JK82851	HONG KONG		01/30/2009	20,418.00 USD			21,438.90 USD
Total Liability Amount							21,438.90 USD
5818555796	HENFIELD ENTERPRISES LIMITED.	Sight	12/03/2008	37,287.26 USD		5/5
1089JK82905	HONG KONG		01/30/2009	37,287.26 USD			39,151.62 USD
Total Liability Amount							39,151.62 USD
5818555797	SLITHER LTD.	Sight	12/03/2008	35,653.22 USD		5/5
1090JK83016	HONG KONG		03/05/2009	35,653.22 USD			37,435.88 USD
Total Liability Amount							37,435.88 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 17 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555798	FORTUNE MINT LIMITED,	Sight	12/03/2008	26,813.12 USD		5/5
1091JK83024	HONG KONG		12/30/2008	26,813.12 USD			28,153.78 USD
Total Liability Amount							28,153.78 USD
5818555799	FORTUNE MINT LIMITED, FLAT 9B,	Sight	12/03/2008	64,944.00 USD		5/5
1092JK83026	HONG KONG		03/11/2009	64,944.00 USD			68,191.20 USD
Total Liability Amount							68,191.20 USD
5818555800	CHIN HO KNITTING FTY LTD	Sight	12/03/2008	151,333.26 USD		5/5
1093JK83027	HONG KONG		01/30/2009	151,333.26 USD			158,899.92 USD
Total Liability Amount							158,899.92 USD
5818555801	WONDERFUL INTL GROUP HK LTD.	Sight	12/03/2008	243,618.59 USD		5/5
1094JK83063	HONG KONG		01/09/2009	243,618.59 USD			255,799.52 USD
Total Liability Amount							255,799.52 USD
5818555802	CHIN HO KNITTING FTY LTD	Sight	12/03/2008	18,398.16 USD		5/5
1095JK83072	HONG KONG		12/30/2008	18,398.16 USD			19,318.07 USD
Total Liability Amount							19,318.07 USD
5818555803	FORTUNE MINT LIMITED, FLAT 9B,	Sight	12/03/2008	50,944.38 USD		5/5
1096JK83073	HONG KONG		01/30/2009	50,944.38 USD			53,491.60 USD
Total Liability Amount							53,491.60 USD
5818555804	KWIN HING KNITTING FACTORY LTD,,	Sight	12/03/2008	280,015.26 USD		5/5
1097JK83077	HONG KONG		12/30/2008	284,029.26 USD			298,230.72 USD
Total Liability Amount							298,230.72 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 18 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555806	PAK TAK KNITTING/GARMENT FTY. LTD.	Sight	12/03/2008	132,636.41 USD		5/5
1098JK3079	HONG KONG		12/30/2008	132,636.41 USD			139,268.23 USD
Total Liability Amount							139,268.23 USD
5818555807	FOOK TIN GARMENT MFR LTD	Sight	12/03/2008	83,415.00 USD		5/5
1099JK83099	HONG KONG		01/05/2009	83,415.00 USD			87,585.75 USD
Total Liability Amount							87,585.75 USD
5818555808	UNIFORM KNITTERS LIMITED	Sight	12/03/2008	15,350.50 USD		5/5
1100JK83112	HONG KONG		02/02/2009	15,350.50 USD			16,118.03 USD
Total Liability Amount							16,118.03 USD
5818555809	WONDERFUL INTL GROUP HK LTD.	Sight	12/03/2008	74,760.40 USD		5/5
1101JK83128	HONG KONG		12/28/2008	74,760.40 USD			78,498.42 USD
Total Liability Amount							78,498.42 USD
5818555810	SEJEE COMPANY LTD.	Sight	12/03/2008	14,227.84 USD		5/5
11028F7349	HONG KONG		12/26/2008	14,227.84 USD			14,939.23 USD
Total Liability Amount							14,939.23 USD
5818555811	SEJEE COMPANY LTD.	Sight	12/03/2008	216,322.91 USD		5/5
11039S7328A	HONG KONG		01/09/2009	216,322.91 USD			227,139.06 USD
Total Liability Amount							227,139.06 USD
5818555815	EXCELLENT JADE LIMITED	Sight	12/03/2008	19,142.30 USD		5/5
1104AN1J441	HONG KONG		12/28/2008	19,142.30 USD			20,099.42 USD
Total Liability Amount							20,099.42 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 19 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555816	TRISTATE TRADING LTD MACAO COMM.	Sight	12/03/2008	321,841.78 USD		5/5
1105TRICH12408	MACAU		01/06/2009	321,841.78 USD			337,933.87 USD
Total Liability Amount							337,933.87 USD
5818555817	EXCELLENT JADE LIMITED	Sight	12/04/2008	72,221.47 USD		5/5
1106AN1I942	HONG KONG		12/28/2008	72,221.47 USD			75,832.54 USD
Total Liability Amount							75,832.54 USD
5818555818	TRISTATE TRADING LTD
1107TRICH126	MACAO COMM.	Sight	12/04/2008	130,752.20 USD		5/5
	MACAU		02/06/2009	130,752.20 USD			137,289.81 USD
Total Liability Amount							137,289.81 USD
5818555819	TRISTATE TRADING LTD
1108TRICH132	MACAO COMM.	Sight	12/04/2008	102,363.42 USD		5/5
	MACAU		01/13/2009	102,363.42 USD			107,481.59 USD
Total Liability Amount							107,481.59 USD
5818555820	TRISTATE TRADING LTD
1109TRICH134	MACAO COMM.	Sight	12/04/2008	130,702.56 USD		5/5
	MACAU		01/24/2009	130,702.56 USD			137,237.69 USD
Total Liability Amount							137,237.69 USD
5818555821	TRISTATE TRADING LTD
1110TRIVN102	MACAO COMM.	Sight	12/04/2008	128,206.00 USD		5/5
	MACAU		02/07/2009	184,958.70 USD			192,418.36 USD
Total Liability Amount							192,418.36 USD
5818555822	UNIVERSAL EXPRESS GARMENTS
1111KP109	LTD.,	Sight	12/04/2008	27,360.00 USD		5/5
	HONG KONG		01/24/2009	27,360.00 USD			28,728.00 USD
Total Liability Amount							28,728.00 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 20 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555823	SEOHAP CO. LTD.	Sight	12/04/2008	25,320.00 USD		5/5
1112AKS1127KDS	REPUBLIC OF KOREA		01/17/2009	25,320.00 USD			26,586.00 USD
Total Liability Amount							26,586.00 USD
5818555825	JAZZING KNITTING CO., LTD	Sight	12/10/2008	61,422.49 USD		5/5
1113JG83092	HONG KONG		02/09/2009	61,422.49 USD			64,493.61 USD
Total Liability Amount							64,493.61 USD
5818555826	FORNTON KNITTING CO LTD..	Sight	12/10/2008	62,364.05 USD		5/5
1114JG83095	HONG KONG		02/09/2009	79,162.40 USD			83,120.52 USD
Total Liability Amount							83,120.52 USD
5818555827	JIANGSU ARTS AND CRAFTS CORPORATION	Sight	12/10/2008	109,759.25 USD		5/5
1115JG83133	PEOPLE’S REPUBLIC OF CHINA		02/07/2009	109,759.25 USD			115,247.21 USD
Total Liability Amount							115,247.21 USD
5818555828	KING STAR GARMENT INTERNATIONAL	Sight	12/10/2008	61,322.40 USD		5/5
1116JG83173	TAIWAN, PROVINCE OF ROC		01/30/2009	61,322.40 USD			64,388.52 USD
Total Liability Amount							64,388.52 USD
5818555829	KING STAR GARMENT INTERNATIONAL	Sight	12/10/2008	55,080.00 USD		5/5
1117JG83174	TAIWAN, PROVINCE OF ROC		03/20/2009	55,080.00 USD			57,834.00 USD
Total Liability Amount							57,834.00 USD
5818555830	JIANGSU ARTS AND CRAFTS CORPORATION	Sight	12/10/2008	27,342.72 USD		5/5
1118JG83179	PEOPLE’S REPUBLIC OF CHINA		01/17/2009	27,342.72 USD			28,709.86 USD
Total Liability Amount							28,709.86 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 21 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555831	DO DO FASHION LTD..	Sight	12/10/2008	41,373.12 USD		5/5
1119JG83263	HONG KONG		02/02/2009	41,373.12 USD			43,441.78 USD
Total Liability Amount							43,441.78 USD
5818555832	DO DO FASHION LTD..	Sight	12/10/2008	14,972.47 USD		5/5
1120JG83264	HONG KONG		01/26/2009	14,972.47 USD			15,721.09 USD
Total Liability Amount							15,721.09 USD
5818555833	CRYSTALCLEAR WEALTH LTD.	Sight	12/09/2008	124,341.90 USD		5/5
1121JK83044	TAIWAN, PROVINCE OF ROC		01/21/2009	124,341.90 USD			130,559.00 USD
Total Liability Amount							130,559.00 USD
5818555834	WONDERFUL INTL GROUP HK LTD.	Sight	12/10/2008	148,218.81 USD		5/5
1122JK83185	HONG KONG		01/04/2009	148,218.81 USD			155,629.75 USD
Total Liability Amount							155,629.75 USD
5818555835	KWIN HING KNITTING FACTORY LTD,,	Sight	12/10/2008	3,545.52 USD		5/5
1123JK83269	HONG KONG		01/28/2009	3,545.52 USD			3,722.80 USD
Total Liability Amount							3,722.80 USD
5818555836	CHIN HO KNITTING FTY LTD	Sight	12/10/2008	21,994.32 USD		5/5
1124JK83270	HONG KONG		01/21/2009	21,994.32 USD			23,094.04 USD
Total Liability Amount							23,094.04 USD
5818555837	WONDERFUL INTL GROUP HK LTD.	Sight	12/10/2008	51,156.00 USD		5/5
1125JK83272	HONG KONG		12/30/2008	51,156.00 USD			53,713.80 USD
Total Liability Amount							53,713.80 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 22 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555838	WONDERFUL INTL GROUP HK LTD.	Sight	12/10/2008	240,624.60 USD		5/5
1126JK83273	HONG KONG		02/01/2009	240,624.60 USD			252,655.83 USD
Total Liability Amount							252,655.83 USD
5818555839	WONDERFUL INTL GROUP HK LTD.	Sight	12/10/2008	105,512.00 USD		5/5
1127JK83277	HONG KONG		01/11/2009	105,512.00 USD			110,787.60 USD
Total Liability Amount							110,787.60 USD
5818555840	DO DO FASHION LTD..	Sight	12/09/2008	264,292.76 USD		5/5
1128DD04608	HONG KONG		01/30/2009	264,292.76 USD			277,507.40 USD
Total Liability Amount							277,507.40 USD
5818555841	HIGH FASHION GARMENTS CO. LTD..	Sight	12/10/2008	36,205.56 USD		5/5
1129HFD073	HONG KONG		02/07/2009	36,205.56 USD			38,015.84 USD
Total Liability Amount							38,015.84 USD
5818555842	SEJEE COMPANY LTD.	Sight	12/10/2008	40,352.80 USD		5/5
11309S5402A	HONG KONG		01/30/2009	40,352.80 USD			42,370.44 USD
Total Liability Amount							42,370.44 USD
5818555843	EXCELLENT JADE LIMITED	Sight	12/10/2008	47,431.53 USD		5/5
1131ANlI843	HONG KONG		01/07/2009	47,431.53 USD			49,803.11 USD
Total Liability Amount							49,803.11 USD
5818555844	EXCELLENT JADE LIMITED	Sight	12/10/2008	17,775.54 USD		5/5
1132AN1J740	HONG KONG		02/07/2009	17,775.54 USD			18,664.32 USD
Total Liability Amount							18,664.32 USD
5818555845	TRISTATE TRADING LTD	Sight	12/10/2008	103,311.00 USD		5/5
1133TRICH131	MACAO COMM. MACAU		02/03/2009	103,311.00 USD			108,476.55 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 23 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
Total Liability Amount							108,476.55 USD
5818555846	TRISTATE TRADING LTD	Sight	12/10/2008	273,930.00 USD		5/5
1134TRICH137	MACAO COMM. MACAU		01/20/2009	273,930.00 USD			287,626.50 USD
Total Liability Amount							287,626.50 USD
5818555847	TRISTATE TRADING LTD	Sight	12/10/2008	221,496.00 USD		5/5
1135TRICH138	MACAO COMM. MACAU		02/07/2009	221,496.00 USD			232,570.80 USD
Total Liability Amount							232,570.80 USD
5818555848	TRISTATE TRADING LTD	Sight	12/10/2008	75,822.93 USD		5/5
1136TRIVN1116R1	MACAO COMM. MACAU		02/09/2009	75,822.93 USD			79,614.08 USD
Total Liability Amount							79,614.08 USD
5818555849	TRISTATE TRADING LTD	Sight	12/10/2008	64,268.90 USD		5/5
1137TRIVN117R1	MACAO COMM. MACAU		02/05/2009	64,268.90 USD			67,482.35 USD
Total Liability Amount							67,482.35 USD
5818555850	TNA CO LTD	Sight	12/10/2008	163,804.29 USD		5/5
1138AK08039	REPUBLIC OF KOREA		01/12/2009	163,804.29 USD			171,994.50 USD
Total Liability Amount							171,994.50 USD
5818555851	HYUNJIN APPAREL CO., LTD.	Sight	12/10/2008	50,669.20 USD		5/5
1139KSU1203	REPUBLIC OF KOREA		01/05/2009	50,669.20 USD			53,202.66 USD
Total Liability Amount							53,202.66 USD
5818555852	HONGS INTERNATIONAL LIMITED	Sight	12/10/2008	7,108.15 USD		5/5
1140HS1205R1	REPUBLIC OF KOREA		01/04/2009	7,108.15 USD			7,463.56 USD
Total Liability Amount							7,463.56 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 24 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555853	HONGS INTERNATIONAL LIMITED	Sight	12/10/2008	38,476.34 USD		5/5
1141HS1205R2	REPUBLIC OF KOREA		01/30/2009	38,476.34 USD			40,400.16 USD
Total Liability Amount							40,400.16 USD
5818555854	POONG IN TRADING CO., LTD.	Sight	12/10/2008	96,996.16 USD		5/5
1142PI1208A	REPUBLIC OF KOREA		02/06/2009	96,996.16 USD			101,845.97 USD
Total Liability Amount							101,845.97 USD
5818555855	POONG IN TRADING CO., LTD.	Sight	12/10/2008	13,260.00 USD		5/5
1143PI1208C	REPUBLIC OF KOREA		01/16/2009	13,260.00 USD			13,923.00 USD
Total Liability Amount							13,923.00 USD
5818555856	SAMKWANG APPAREL CORP.,	Sight	12/10/2008	10,530.00 USD		5/5
1144SK1208D	REPUBLIC OF KOREA		01/12/2009	10,530.00 USD			11,056.50 USD
Total Liability Amount							11,056.50 USD
5818555857	TRISTATE TRADING LTD MACAO COMM.	Sight	12/10/2008	134,020.02 USD		5/5
1145TRIVN108R2	MACAU		01/05/2009	134,020.02 USD			140,721.02 USD
Total Liability Amount							140,721.02 USD
5818555858	CRYSTALCLEAR WEALTH LTD.	Sight	12/15/2008	192,241.39 USD		5/5
1146JG82943	TAIWAN, PROVINCE OF ROC		02/20/2009	192,241.39 USD			201,853.46 USD
Total Liability Amount							201,853.46 USD
5818555859	KING STAR GARMENT INTERNATIONAL	Sight	12/15/2008	127,587.60 USD		5/5
1147JG82972	TAIWAN, PROVINCE OF ROC		01/09/2009	127,587.60 USD			133,966.98 USD
Total Liability Amount							133,966.98 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 25 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555860	THAI GARMENT EXPORT CO., LTD	Sight	12/15/2008	369,755.00 USD		5/5
1148JG83089	THAILAND		02/11/2009	369,755.00 USD			388,242.75 USD
Total Liability Amount							388,242.75 USD
5818555861	TAl KEI KNITTERS LTD.	Sight	12/15/2008	89,431.92 USD		5/5
1149JG83148	HONG KONG		01/28/2009	89,431.92 USD			93,903.52 USD
Total Liability Amount							93,903.52 USD
5818555862	FORMOSTAR GARMENT CO., LTD.	Sight	12/15/2008	90,687.48 USD		5/5
1150JG83168	TAIWAN, PROVINCE OF ROC		01/15/2009	90,687.48 USD			95,221.85 USD
Total Liability Amount							95,221.85 USD
5818555863	LUNG KAE GARMENT COMPANY	Sight	12/15/2008	238,878.60 USD		5/5
1151JG83200	HONG KONG		01/12/2009	238,878.60 USD			250,822.53 USD
Total Liability Amount							250,822.53 USD
5818555864	LUNG KAE GARMENT COMPANY	Sight	12/15/2008	415,262.91 USD		5/5
1152JG83290	HONG KONG		02/09/2009	415,262.91 USD			436,026.06 USD
Total Liability Amount							436,026.06 USD
5818555865	LAKEWILL SILK AND GARMENT LIMITED	Sight	12/15/2008	26,088.00 USD		5/5
1153JG83300	HONG KONG		02/28/2009	26,088.00 USD			27,392.40 USD
Total Liability Amount							27,392.40 USD
5818555866	P.T.MASTERINDO JAYA ABADI	Sight	12/15/2008	59,885.70 USD		5/5
1154JG83301	REPUBLIC OF INDONESIA		02/03/2009	59,885.70 USD			62,879.99 USD
Total Liability Amount							62,879.99 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 26 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555867	P.T.MASTERINDO JAYA ABADI	Sight	12/15/2008	88,965.00 USD		5/5
1155JG83304	REPUBLIC OF INDONESIA		02/24/2009	88,965.00 USD			93,413.25 USD
Total Liability Amount							93,413.25 USD
5818555868	TAINAN ENTERPRISES CO., LTD	Sight	12/17/2008	263,224.22 USD		5/5
1156	TAIWAN, PROVINCE OF ROC		01/11/2009	263,224.22 USD			276,385.43 USD
Total Liability Amount							276,385.43 USD
5818555869	SLITHER LTD.	Sight	12/15/2008	44,871.00 USD		5/5
1157JG83311	HONG KONG		03/08/2009	44,871.00 USD			47,114.55 USD
Total Liability Amount							47,114.55 USD
5818555870	CHERRY GROUP CO., LTD	Sight	12/15/2008	25,149.14 USD		5/5
1158JG83312	PEOPLE’S REPUBLIC OF CHINA		01/22/2009	25,149.14 USD			26,406.60 USD
Total Liability Amount							26,406.60 USD
5818555871	LAKEWILL SILK AND GARMENT LIMITED	Sight	12/15/2008	55,541.00 USD		5/5
1159JG83314	HONG KONG		02/28/2009	55,541.00 USD			58,318.05 USD
Total Liability Amount							58,318.05 USD
5818555872	TAINAN ENTERPRISES CO., LTD	Sight	12/15/2008	27,568.75 USD		5/5
1160JG83316	TAIWAN, PROVINCE OF ROC		01/11/2009	27,568.75 USD			28,947.19 USD
Total Liability Amount							28,947.19 USD
5818555873	JIANGSU ARTS AND CRAFTS CORPORATION	Sight	12/17/2008	54,444.65 USD		5/5
1161JG83325	PEOPLE’S REPUBLIC OF CHINA		01/24/2009	54,444.65 USD			57,166.88 USD
Total Liability Amount							57,166.88 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 27 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555874	WONDERFUL INTL GROUP HK LTD.	Sight	12/15/2008	111,844.44 USD		5/5
1162JK83261	HONG KONG		01/27/2009	111,844.44 USD			117,436.66 USD
Total Liability Amount							117,436.66 USD
5818555875	CHINAMINE TRADING LTD.	Sight	12/15/2008	10,046.40 USD		5/5
1163JK83268	HONG KONG		01/31/2009	10,046.40 USD			10,548.72 USD
Total Liability Amount							10,548.72 USD
5818555877	LUNG KAE GARMENT COMPANY	Sight	12/15/2008	183,334.10 USD		5/5
1164JK83329	HONG KONG		02/03/2009	183,334.10 USD			192,500.81 USD
Total Liability Amount							192,500.81 USD
5818555878	FORMOSTAR GARMENT CO., LTD..	Sight	12/15/2008	140,912.27 USD		5/5
1165JG83069	TAIWAN, PROVINCE OF ROC		01/01/2009	140,912.27 USD			147,957.88 USD
Total Liability Amount							147,957.88 USD
5818555879	HAIYANG WORLDBEST CO., LTD	Sight	12/15/2008	18,272.28 USD		5/5
1166JG83334	PEOPLE'S REPUBLIC OF CHINA		02/02/2009	18,272.28 USD			19,185.89 USD
Total Liability Amount							19,185.89 USD
5818555880	FORTUNE MINT LIMITED, FLAT9B,	Sight	12/15/2008	53,313.12 USD		5/5
1167JK83321	HONG KONG		02/04/2009	53,313.12 USD			55,978.78 USD
Total Liability Amount							55,978.78 USD
5818555881	DO DO FASHION LTD.. 12/F,TUNGTEX	Sight	12/15/2008	179,995.46 USD		5/5
1168DD04708	HONG KONG		02/25/2009	179,995.46 USD			188,995.23 USD
Total Liability Amount							188,995.23 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 28 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555882	EPIC DESIGNERS VIETNAM LTD.	Sight	12/15/2008	12,020.40 USD		5/5
1169EP658AU	SOCIALIST REPUBLIC OF VIETNAM		01/30/2009	12,020.40 USD			12,621.42 USD
Total Liability Amount				12,621.42 USD
5818555883	EPIC DESIGNERS VIETNAM LTD.	Sight	12/15/2008	32,386.20 USD		5/5
1170EPIC667U	SOCIALIST REPUBLIC OF VIETNAM		01/01/2009	32,386.20 USD			34,005.51 USD
Total Liability Amount				34,005.51 USD
5818555884	EPIC DESIGNERS VIETNAM LTD.	Sight	12/15/2008	52,982.75 USD		5/5
1171EPIC669U	SOCIALIST REPUBLIC OF VIETNAM		01/18/2009	52,982.75 USD			55,631.89 USD
Total Liability Amount				55,631.89 USD
5818555885	HIGH FASHION GARMENTS CO. LTD..	Sight	12/15/2008	341,462.89 USD		5/5
1172HF07208	HONG KONG		02/14/2009	341,462.89 USD			358,536.03 USD
Total Liability Amount				358,536.03 USD
5818555886	SEJEE COMPANY LTD. ROOM 201,2/F.,	Sight	12/15/2008	49,133.36 USD		5/5
11739S5403	HONG KONG		12/30/2008	49,133.36 USD			51,590.03 USD
Total Liability Amount				51,590.03 USD
5818555887	EXCELLENT JADE LIMITED	Sight	12/15/2008	14,612.60 USD		5/5
1174AN1J5944	HONG KONG		01/20/2009	14,612.60 USD			15,343.23 USD
Total Liability Amount				15,343.23 USD
5818555888	EXCELLENT JADE LIMITED	Sight	12/15/2008	42,342.18 USD		5/5
1175AN1J838	HONG KONG		02/08/2009	42,342.18 USD			44,459.29 USD
Total Liability Amount							44,459.29 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 29 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPERASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555889	EXCELLENT JADE LIMITED	Sight	12/15/2008	51,253.00 USD		5/5
1176AN1J945	HONG KONG		01/20/2009	51,253.00 USD			53,815.65 USD
Total Liability Amount							53,815.65 USD
5818555890	EXCELLENT JADE LIMITED	Sight	12/15/2008	48,400.50 USD		5/5
117JN2B416	HONG KONG		01/23/2009	48,400.50 USD			50,820.53 USD
Total Liability Amount							50,820.53 USD
5818555891	TRISTATE TRADING LTD MACAO COMM.	Sight	12/15/2008	166,710.33 USD		5/5
1178TRICH130	MACAU		01/06/2009	166,710.33 USD			175,045.85 USD
Total Liability Amount							175,045.85 USD
5818555892	TRISTATE TRADING LTD MACAO COMM.	Sight	12/15/2008	76,965.48 USD		5/5
1179TRICH141	MACAU		01/17/2009	76,965.48 USD			80,813.75 USD
							80,813.75 USD
Total Liability Amount
5818555893	TRISTATE TRADING LTD MACAO COMM.	Sight	12/15/2008	51,018.00 USD		5/5
1180TRICH143	MACAU		02/03/2009	51,018.00 USD			53,568.90 USD
Total Liability Amount							53,568.90 USD
5818555894	TRISTATE TRADING LTD MACAO COMM.	Sight	12/15/2008	157,680.00 USD		5/5
1181TRIHT023	MACAU		01/12/2009	157,680.00 USD			165,564.00 USD
Total Liability Amount							165,564.00 USD
5818555895	TRISTATE TRADING LTD MACAO COMM.	Sight	12/15/2008	89,211.60 USD		5/5
1182TRIHT024	MACAU		01/12/2009	89,211.60 USD			93,672.18 USD
Total Liability Amount							93,672.18 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 30 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555896	TRISTATE TRADING LTD	Sight	12/15/2008	132,272.43 USD		5/5
1183TRIVN118	MACAO COMM. MACAU		02/03/2009	132,272.43 USD			138,886.05 USD
Total Liability Amount							138,886.05 USD
5818555897	TRISTATE TRADING LTD	Sight	12/15/2008	47,334.17 USD		5/5
1184TRIVN120	MACAO COMM. MACAU		02/09/2009	47,334.17 USD			49,700.88 USD
Total Liability Amount							49,700.88 USD
5818555898	SEOHAP CO. LTD.	Sight	12/15/2008	7,847.00 USD		5/5
1185E12098SH	REPUBLIC OF KOREA		01/03/2009	7,847.00 USD			8,239.35 USD
Total Liability Amount							8,239.35 USD
5818555899	HONGS INTERNATIONAL LIMITED	Sight	12/15/2008	105,219.84 USD		5/5
1186HS1210	REPUBLIC OF KOREA		02/09/2009	105,219.84 USD			110,480.83 USD
Total Liability Amount							110,480.83 USD
5818555900	HYUNJIN APPAREL CO., LTD.	Sight	12/17/2008	114,841.70 USD		5/5
1187JSU1210	REPUBLIC OF KOREA		01/18/2009	136,343.65 USD			143,160.84 USD
Total Liability Amount							143,160.84 USD
5818555901	HYUNJIN APPAREL CO., LTD.	Sight	12/15/2008	33,342.09 USD		5/5
1188JSU1211	REPUBLIC OF KOREA		12/29/2008	33,342.09 USD			35,009.19 USD
Total Liability Amount							35,009.19 USD
5818555902	SEOHAP CO. LTD.	Sight	12/15/2008	18,175.10 USD		5/5
1189KDS1209	REPUBLIC OF KOREA		03/07/2009	18,175.10 USD			19,083.86 USD
Total Liability Amount							19,083.86 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 31 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555903	SAMKWANG APPAREL	Sight	12/15/2008	120,998.38 USD		5/5
1190MK1210A	CORP.
	REPUBLIC OF KOREA		01/12/2009	120,998.38 USD			127,048.30 USD
Total Liability Amount							127,048.30 USD
5818555904	POONG IN TRADING CO.,	Sight	12/15/2008	107,695.45 USD		5/5
1191MK1210B	LTD..19F ACE
	REPUBLIC OF KOREA		01/25/2009	107,695.45 USD			113,080.22 USD
Total Liability Amount							113,080.22 USD
5818555905	POONG IN TRADING CO.,	Sight	12/15/2008	152,151.00 USD		5/5
1192MK1210C	LTD..19F ACE
	REPUBLIC OF KOREA		01/12/2009	152,151.00 USD			159,758.55 USD
Total Liability Amount							159,758.55 USD
5818555906	POONG IN TRADING CO.,	Sight	12/15/2008	173,751.92 USD		5/5
1193MK1210D	LTD..19F ACE
	REPUBLIC OF KOREA		01/18/2009	173,751.92 USD			182,439.52 USD
Total Liability Amount							182,439.52 USD
5818555907	HYUNJIN APPAREL CO., LTD.	Sight	12/15/2008	84,642.90 USD		5/5
1194NWS1210	REPUBLIC OF KOREA		01/12/2009	84,642.90 USD			88,875.05 USD
Total Liability Amount							88,875.05 USD
5818555908	HYUNJIN APPAREL CO., LTD.	Sight	12/17/2008	277,505.46 USD		5/5
1195NWS12101	REPUBLIC OF KOREA		01/12/2009	324,736.32 USD			340,973.13 USD
Total Liability Amount							340,973.13 USD
5818555909	HYUNJIN APPAREL CO., LTD.	Sight	12/15/2008	93,281.10 USD		5/5
1196SEP1209	REPUBLIC OF KOREA		02/02/2009	117,091.55 USD			122,946.13 USD
Total Liability Amount							122,946.13 USD

Report Date 12/29/2008 08:41 :04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 32 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555910	SAMKWANG APPAREL	Sight	12/15/2008	150,026.40 USD		5/5
1197SK1210	CORP.
	REPUBLIC OF KOREA		02/25/2009	150,026.40 USD			157,527.72 USD
Total Liability Amount							157,527.72 USD
5818555911	SHENXIN TEXTILE	Sight	12/16/2008	101,020.00 USD		5/5
1198JG83232	INDUSTRIAL (HK) LTD
	HONG KONG		01/19/2009	101,020.00 USD			106,071.00 USD
Total Liability Amount							106,071.00 USD
5818555912	TAl KEI KNITTERS LTD.	Sight	12/16/2008	251,681.14 USD		5/5
1199JK83320	HONG KONG		03/18/2009	251,681.14 USD			264,265.20 USD
Total Liability Amount							264,265.20 USD
5818555913	DO DO FASHION LTD..	Sight	12/16/2008	236,516.89 USD		5/5
1200DD04808	HONG KONG		02/25/2009	236,516.89 USD			248,342.73 USD
Total Liability Amount							248,342.73 USD
5818555914	EPIC DESIGNERS VIETNAM	Sight	12/16/2008	359,454.29 USD		5/5
1201EPIC671U	LTD.
	SOCIALIST REPUBLIC OF		02/08/2009	359,454.29 USD			377,427.00 USD
	VIET NAM
Total Liability Amount							377,427.00 USD
5818555915	SEJEE COMPANY LTD.	Sight	12/16/2008	92,141.13 USD		5/5
12029S5616U	ROOM 201,2/F.,
	HONG KONG		02/27/2009	92,141.13 USD			96,748.19 USD
Total Liability Amount							96,748.19 USD
5818555916	HYUNJIN APPAREL CO., LTD.	Sight	12/16/2008	710,650.38 USD		5/5
12031S1203U	REPUBLIC OF KOREA		02/23/2009	710,650.38 USD			746,182.90 USD
Total Liability Amount							746,182.90 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 33 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555917	NURIAN INTERNATIONAL INC.	Sight	12/16/2008	84,798.36 USD		5/5
1204NR1211	REPUBLIC OF KOREA		02/02/2009	84,798.36 USD			89,038.28 USD
Total Liability Amount							89,038.28 USD
5818555918	POONG IN TRADING CO., LTD.. 19F ACE	Sight	12/16/2008	12,240.00 USD		5/5
1205PI1210	REPUBLIC OF KOREA		03/20/2009	12,240.00 USD			12,852.00 USD
Total Liability Amount							12,852.00 USD
5818555919	SEOHAP CO. LTD.	Sight	12/16/2008	14,668.64 USD		5/5
1206RS1210	REPUBLIC OF KOREA		02/07/2009	14,668.64 USD			15,402.07 USD
Total Liability Amount							15,402.07 USD
5818555920	SAMKWANG APPAREL CORP..	Sight	12/16/2008	41,210.16 USD		5/5
1207SK1209A1	REPUBLIC OF KOREA		03/09/2009	41,210.16 USD			43,270.67 USD
Total Liability Amount							43,270.67 USD
5818555921	SAMKWANG APPAREL CORP..	Sight	12/16/2008	34,476.00 USD		5/5
1208SK1209A2	REPUBLIC OF KOREA		03/12/2009	34,476.00 USD			36,199.80 USD
Total Liability Amount							36,199.80 USD
5818555922	JIANGSU ARTS AND CRAFTS CORPORATION	Sight	12/16/2008	179,842.03 USD		5/5
1209JG83216	PEOPLE’S REPUBLIC OF CHINA		02/14/2009	179,842.03 USD			188,834.13 USD
Total Liability Amount							188,834.13 USD
5818555923	FASTWELL KNITWEAR MANUFACTURING	Sight	12/16/2008	53,560.00 USD		5/5
1210JG83313	HONG KONG		04/01/2009	53,560.00 USD			56,238.00 USD
Total Liability Amount							56,238.00 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 34 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPERASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555924	PAK TAK KNITTING/GARMENT FTY. LTD.	Sight	12/16/2008	48,737.00 USD		5/5
1211JG83324	HONG KONG		03/11/2009	48,737.00 USD			51,173.85 USD
Total Liability Amount							51,173.85 USD
5818555925	TAI KEI KNITTERS LTD.	Sight	12/16/2008	590,393.03 USD		5/5
1212JG83340	HONG KONG		01/28/2009	590,393.03 USD			619,912.68 USD
Total Liability Amount							619,912.68 USD
5818555926	FORNTON KNITTING CO LTD.	Sight	12/16/2008	36,297.62 USD		5/5
1213JG83341	HONG KONG		01/28/2009	36,297.62 USD			38,112.50 USD
Total Liability Amount							38,112.50 USD
5818555927	WILFORD KNITWEAR FACTORY LIMITED	Sight	12/16/2008	232,951.82 USD		5/5
1214JG83342	HONG KONG		01/28/2009	232,951.82 USD			244,599.41 USD
Total Liability Amount							244,599.41 USD
5818555928	ESQUEL ENTERPRISES LIMITED	Sight	12/16/2008	59,760.04 USD		5/5
1215JG83345	HONG KONG		02/23/2009	59,760.04 USD			62,748.04 USD
Total Liability Amount							62,748.04 USD
5818555929	ESQUEL ENTERPRISES LIMITED	Sight	12/16/2008	34,128.00 USD		5/5
1216JG83346	HONG KONG		03/30/2009	34,128.00 USD			35,834.40 USD
Total Liability Amount							35,834.40 USD
5818555930	RGM GARMENT COMPANY LTD UNITS	Sight	12/17/2008	49,371.84 USD		5/5
1217JG83347	HONG KONG		03/16/2009	49,371.84 USD			51,840.43 USD
Total Liability Amount							51,840.43 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 35 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555931	PT. UNGARAN SARI GARMENTS.	Sight	12/16/2008	36,155.00 USD		5/5
12189WST1213	REPUBLIC OF INDONESIA		01/20/2009	36,155.00 USD			37,962.75 USD
Total Liability Amount							37,962.75 USD
5818555932	EXCELLENT JADE LIMITED	Sight	12/16/2008	119,792.00 USD		5/5
1219AN1J647	HONG KONG		01/06/2009	119,792.00 USD			125,781.60 USD
Total Liability Amount							125,781.60 USD
5818555933	EXCELLENT JADE LIMITED	Sight	12/16/2008	20,303.00 USD		5/5
1220JN2C117	HONG KONG		01/21/2009	20,303.00 USD			21,318.15 USD
Total Liability Amount							21,318.15 USD
5818555934	HYUNJIN APPAREL CO., LTD.	Sight	12/16/2008	53,039.78 USD		5/5
1221NWS1215	REPUBLIC OF KOREA		02/02/2009	72,705.38 USD			76,340.65 USD
Total Liability Amount							76,340.65 USD
5818555935	CARNIVAL INDUSTRIAL CORP.	Sight	12/18/2008	110,938.96 USD		5/5
1222JG83330	TAIWAN, PROVINCE OF ROC		01/29/2009	110,938.96 USD			116,485.91 USD
Total Liability Amount							116,485.91 USD
5818555936	SHENXIN TEXTILE INDUSTRIAL (HK) LTD	Sight	12/18/2008	50,844.00 USD		5/5
1223JG83333	HONG KONG		01/19/2009	50,844.00 USD			53,386.20 USD
Total Liability Amount							53,386.20 USD
5818555937	SHANGHAI JOY PLUS FASHION CO., LTD	Sight	12/18/2008	77,348.55 USD		5/5
1224JG83352	PEOPLE’S REPUBLIC OF CHINA		01/24/2009	77,348.55 USD			81,215.98 USD
Total Liability Amount							81,215.98 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 36 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555938	LAKEWILL SILK AND GARMENT LIMITED	Sight	12/18/2008	28,773.00 USD		5/5
1225JG83355	HONG KONG		01/31/2009	28,773.00 USD			30,211.65 USD
Total Liability Amount							30,211.65 USD
5818555939	CARNIVAL INDUSTRIAL CORP.	Sight	12/18/2008	56,820.00 USD		5/5
1226JG83363	TAIWAN, PROVINCE OF ROC		01/08/2009	56,820.00 USD			59,661.00 USD
Total Liability Amount							59,661.00 USD
5818555940	WONDERFUL INTL GROUP HK LTD.	Sight	12/18/2008	248,240.38 USD		5/5
1227JK83328	HONG KONG		01/17/2009	248,240.38 USD			260,652.40 USD
Total Liability Amount							260,652.40 USD
5818555941	FOOK TIN GARMENT MFR LTD	Sight	12/18/2008	111,814.85 USD		5/5
1228JK83349	HONG KONG		01/12/2009	111,814.85 USD			117,405.59 USD
Total Liability Amount							117,405.59 USD
5818555942	EPIC DESIGNERS VIETNAM LTD.	Sight	12/18/2008	31,973.40 USD		5/5
1229EPIC672U	SOCIALIST REPUBLIC OF VIET NAM		01/28/2009	31,973.40 USD			33,572.07 USD
Total Liability Amount							33,572.07 USD
5818555943	APPAREL MERCHANDISING CO.,	Sight	12/23/2008	119,308.40 USD		5/5
1230AG08ASP09	INDIA		02/05/2009	119,308.40 USD			125,273.82 USD
Total Liability Amount							125,273.82 USD
5818555944	ORIENT CRAFT LTD. 7-D MARUTI	Sight	12/18/2008	17,751.69 USD		5/5
1231AG10OSP09	INDIA		01/20/2009	17,751.69 USD			18,639.27 USD
Total Liability Amount							18,639.27 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 37 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555945	HIGH FASHION GARMENTS CO. LTD.	Sight	12/18/2008	149,795.00 USD		5/5
1232HFD072	HONG KONG		02/07/2009	149,795.00 USD			157,284.75 USD
Total Liability Amount							157,284.75 USD
5818555946	HIGH FASHION GARMENTS CO. LTD.	Sight	12/18/2008	168,257.50 USD		5/5
1233HFNW040	HONG KONG		02/09/2009	168,257.50 USD			176,670.38 USD
Total Liability Amount							176,670.38 USD
5818555947	J-TEX GARMENT CO., LTD RM 1101-02,	Sight	12/18/2008	143,183.38 USD		5/5
1234JTAN0228	HONG KONG		01/21/2009	143,183.38 USD			150,342.55 USD
Total Liability Amount							150,342.55 USD
5818555949	KCC TRADING INC.	Sight	12/18/2008	54,336.00 USD		5/5
1235TH121208	UNITED STATES OF AMERICA		01/03/2009	54,336.00 USD			57,052.80 USD
Total Liability Amount							57,052.80 USD
5818555950	EXCELLENT JADE LIMITED	Sight	12/18/2008	40,269.90 USD		5/5
1236AN1I848	HONG KONG		01/10/2009	40,269.90 USD			42,283.40 USD
Total Liability Amount							42,283.40 USD
5818555951	EXCELLENT JADE LIMITED	Sight	12/18/2008	18,096.00 USD		5/5
1237JNOS758	HONG KONG		01/13/2009	18,096.00 USD			19,000.80 USD
Total Liability Amount							19,000.80 USD
5818555952	TRISTATE TRADING LTD MACAO COMM.	Sight	12/18/2008	56,215.64 USD		5/5
1238TRICH144	MACAU		01/31/2009	56,215.64 USD			59,026.42 USD
Total Liability Amount							59,026.42 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 38 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555953	TRISTATE TRADING LTD MACAO COMM.	Sight	12/18/2008	252,230.60 USD		5/5
1239TRICH145	MACAU		02/07/2009	252,230.60 USD			264,842.13 USD
Total Liability Amount							264,842.13 USD
5818555954	HT TRADING LIMITED- MACAO RUADE	Sight	12/18/2008	135,231.00 USD		5/5
1240TRIHT025	MACAU		01/13/2009	135,231.00 USD			141,992.55 USD
Total Liability Amount							141,992.55 USD
5818555955	TRISTATE TRADING LTD MACAO COMM.	Sight	12/18/2008	30,927.00 USD		5/5
1241TRIHT026	MACAU		01/19/2009	30,927.00 USD			32,473.35 USD
Total Liability Amount							32,473.35 USD
5818555956	UNIVERSAL EXPRESS GARMENTS LTD.,	Sight	12/18/2008	125,658.00 USD		5/5
1242KP1212A	HONG KONG		02/07/2009	125,658.00 USD			131,940.90 USD
Total Liability Amount							131,940.90 USD
5818555957	TAESAN F AND C CO., LTD	Sight	12/18/2008	22,400.00 USD		5/5
1243E12118TS	REPUBLIC OF KOREA		01/08/2009	22,400.00 USD			23,520.00 USD
Total Liability Amount							23,520.00 USD
5818555958	POONG IN TRADING CO., LTD.	Sight	12/18/2008	32,388.50 USD		5/5
1244MK1210E	REPUBLIC OF KOREA		01/18/2009	32,388.50 USD			34,007.93 USD
Total Liability Amount							34,007.93 USD
5818555959	SHENXIN TEXTILE INDUSTRIAL (HK) LTD	Sight	12/23/2008	26,762.40 USD		5/5
1245JG83244	HONG KONG		01/26/2009	26,762.40 USD			28,100.52 USD
Total Liability Amount							28,100.52 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 39 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555960	SHENXIN TEXTILE INDUSTRIAL (HK) LTD	Sight	12/23/2008	183,562.76 USD		5/5
1246JG83336	HONG KONG		01/19/2009	183,562.76 USD			192,740.90 USD
Total Liability Amount							192,740.90 USD
5818555961	ARTIF GARMENT FACTORY	Sight	12/23/2008	43,951.80 USD		5/5
1247JG83351	HONG KONG		01/26/2009	43,951.80 USD			46,149.39 USD
Total Liability Amount							46,149.39 USD
5818555962	CARNIVAL INDUSTRIAL CORP.	Sight	12/23/2008	33,840.00 USD		5/5
1248JG83366	TAIWAN, PROVINCE OF ROC		01/08/2009	33,840.00 USD			35,532.00 USD
Total Liability Amount							35,532.00 USD
5818555963	DO DO FASHION LTD..	Sight	12/23/2008	35,800.28 USD		5/5
1249JG83371	HONG KONG		02/02/2009	35,800.28 USD			37,590.29 USD
Total Liability Amount							37,590.29 USD
5818555964	DO DO FASHION LTD..	Sight	12/23/2008	85,230.50 USD		5/5
1250JG83372	HONG KONG		02/02/2009	85,230.50 USD			89,492.03 USD
Total Liability Amount							89,492.03 USD
5818555965	DO DO FASHION LTD..	Sight	12/23/2008	44,659.84 USD		5/5
1251JG83373	HONG KONG		02/02/2009	44,659.84 USD			46,892.83 USD
Total Liability Amount							46,892.83 USD
5818555966	LUNG KAE GARMENT COMPANY	Sight	12/23/2008	9,124.48 USD		5/5
1252JG83374	HONG KONG		02/02/2009	9,124.48 USD			9,580.70 USD
Total Liability Amount							9,580.70 USD
5818555967	LUNG KAE GARMENT COMPANY	Sight	12/23/2008	46,330.44 USD		5/5
1253JG83375	HONG KONG		02/02/2009	46,330.44 USD			48,646.96 USD
Total Liability Amount							48,646.96 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 40 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555968	LUNG KAE GARMENT COMPANY	Sight	12/23/2008	13,553.90 USD		5/5
1254JG83376	HONG KONG		02/09/2009	13,553.90 USD			14,231.60 USD
Total Liability Amount							14,231.60 USD
5818555969	SHENXIN TEXTILE INDUSTRIAL (HK) LTD	Sight	12/23/2008	138,558.10 USD		5/5
1255JG83377	HONG KONG		01/26/2009	138,558.10 USD			145,486.01 USD
Total Liability Amount							145,486.01 USD
5818555970	FASTWELL KNITWEAR MANUFACTURING	Sight	12/23/2008	62,390.40 USD		5/5
1256JG83378	HONG KONG		04/15/2009	62,390.40 USD			65,509.92 USD
Total Liability Amount							65,509.92 USD
5818555971	CHINAMINE TRADING LTD.	Sight	12/23/2008	31,448.76 USD		5/5
1257JG83396	HONG KONG		03/16/2009	31,448.76 USD			33,021.20 USD
Total Liability Amount							33,021.20 USD
5818555972	METRO LEGEND LTD	Sight	12/23/2008	16,773.95 USD		5/5
1258JG83398	HONG KONG		02/05/2009	16,773.95 USD			17,612.65 USD
Total Liability Amount							17,612.65 USD
5818555973	P.T. MASTERINDO JAYA ABADI..	Sight	12/23/2008	61,174.68 USD		5/5
1259JG83399	REPUBLIC OF INDONESIA		02/10/2009	61,174.68 USD			64,233.41 USD
Total Liability Amount							64,233.41 USD
5818555974	LUNG KAE GARMENT COMPANY	Sight	12/23/2008	113,875.81 USD		5/5
1260JG83400	HONG KONG		02/02/2009	113,875.81 USD			119,569.60 USD
Total Liability Amount							119,569.60 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 41 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID
Customer Name 949148
KASPERASL LTD Branch Code
Branch Name 712
HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%	Liability Amount
5818555975	FASTWELL KNITWEAR	Sight	12/23/2008	31,816.54 USD	5/5
	MANUFACTURING
1261JG83407	HONG KONG		02/02/2009	31,816.54 USD		33,407.37 USD
Total Liability Amount						33,407.37 USD
5818555976	KATTIE FASHION (HONG	Sight	12/23/2008	50,491.32 USD	5/5
	KONG) LIMITED
1262JG83410	HONG KONG		04/06/2009	50,491.32 USD		53,015.89 USD
Total Liability Amount						53,015.89 USD
5818555977	KWIN HING KNITTING	Sight	12/23/2008	270,791.74 USD	5/5
	FACTORY LTD,,
1263JG83415	HONG KONG		01/28/2009	270,791.74 USD		284,331.33 USD
Total Liability Amount						284,331.33 USD
5818555978	KWIN HING KNITTING	Sight	12/23/2008	87,845.35 USD	5/5
	FACTORY LTD,,
1264JG83422	HONG KONG		02/09/2009	87,845.35 USD		92,237.62 USD
Total Liability Amount						92,237.62 USD
5818555979	PAK TAK	Sight	12/23/2008	33,535.84 USD	5/5
	KNITTING/GARMENT FTY.
	LTD.
1265JG83426	HONG KONG		01/28/2009	33,535.84 USD		35,212.63 USD
Total Liability Amount						35,212.63 USD
5818555980	TAI KEI KNITTERS LTD.	Sight	12/23/2008	101,808.44 USD	5/5
1266JG83429	HONG KONG		04/06/2009	101,808.44 USD		106,898.86 USD
Total Liability Amount						106,898.86 USD
5818555981	PAK TAK	Sight	12/26/2008	78,546.82 USD	5/5
	KNITTING/GARMENT FTY.
	LTD.
1267JG83431	HONG KONG		02/09/2009	78,546.82 USD		82,474.16 USD
Total Liability Amount						82,474.16 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 42 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555982	CHINAMINE TRADING LTD.	Sight	12/23/2008	67,348.03 USD		5/5
1268JG83435	HONG KONG		02/07/2009	67,348.03 USD			70,715.43 USD
Total Liability Amount							70,715.43 USD
5818555983	TONGLU SPRING RIVER KNITTING CO LTD	Sight	12/23/2008	148,005.76 USD		5/5
1269JG83438	PEOPLE’S REPUBLIC OF CHINA		01/28/2009	148,005.76 USD			155,406.05 USD
Total Liability Amount							155,406.05 USD
5818555984	FORNTON KNITTING CO LTD..	Sight	12/23/2008	123,941.22 USD		5/5
1270JK83380	HONG KONG		01/30/2009	123,941.22 USD			130,138.28 USD
Total Liability Amount							130,138.28 USD
5818555985	KWIN HING KNITTING FACTORY LTD,,	Sight	12/23/2008	189,870.66 USD		5/5
1271JK83382	HONG KONG		01/30/2009	189,870.66 USD			199,364.19 USD
Total Liability Amount							199,364.19 USD
5818555986	FOOK TIN GARMENT MFR LTD 7/F PO	Sight	12/23/2008	83,796.64 USD		5/5
1272JK83385	HONG KONG		01/26/2009	83,796.64 USD			87,986.47 USD
Total Liability Amount							87,986.47 USD
5818555987	TAI KEI KNITTERS LTD.	Sight	12/23/2008	18,518.40 USD		5/5
1273JK83401	HONG KONG		02/04/2009	18,518.40 USD			19,444.32 USD
Total Liability Amount							19,444.32 USD
5818555988	AEC KOREA CO., LTD	Sight	12/23/2008	284,394.70 USD		5/5
1274AEC20082	REPUBLIC OF KOREA		03/12/2009	284,394.70 USD			298,614.44 USD
Total Liability Amount							298,614.44 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 43 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555989	ATRACO INDUSTRIAL ENTERPRISES	Sight	12/23/2008	44,526.28 USD		5/5
1275JG00164	UNITED ARAB EMIRATES (UAE)		01/13/2009	44,526.28 USD			46,752.59 USD
Total Liability Amount							46,752.59 USD
5818555990	PT. UNGARAN SARI GARMENTS.	Sight	12/23/2008	11,490.00 USD		5/5
1276JWD12178	REPUBLIC OF INDONESIA		01/20/2009	11,490.00 USD			12,064.50 USD
Total Liability Amount							12,064.50 USD
5818555991	PT. UNGARAN SARI GARMENTS.	Sight	12/23/2008	58,578.18 USD		5/5
1277JWS12178	REPUBLIC OF INDONESIA		02/10/2009	58,578.18 USD			61,507.09 USD
Total Liability Amount							61,507.09 USD
5818555993	DO DO FASHION LTD..	Sight	12/23/2008	211,364.40 USD		5/5
1278DD049-08	HONG KONG		02/04/2009	211,364.40 USD			221,932.62 USD
Total Liability Amount							221,932.62 USD
5818555994	EPIC DESIGNERS VIETNAM LTD.	Sight	12/24/2008	179,159.56 USD		5/5
1279EPIC666U	SOCIALIST REPUBLIC OF VIETNAM		01/20/2009	179,159.56 USD			188,117.54 USD
Total Liability Amount							188,117.54 USD
5818555995	HIGH FASHION GARMENTS CO. LTD..	Sight	12/23/2008	148,778.94 USD		5/5
1280HF08608	HONG KONG		03/14/2009	148,778.94 USD			156,217.89 USD
Total Liability Amount							156,217.89 USD
5818555996	HONG KONG WINTAI GARMENT LTD	Sight	12/23/2008	108,712.60 USD		5/5
1281LCEP08	HONG KONG		01/30/2009	108,712.60 USD			114,148.23 USD
Total Liability Amount							114,148.23 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 44 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818555997	INJAE TRADING COMPANY	Sight	12/23/2008	120,959.48 USD		5/5
1282IJ1217116	HONG KONG		02/06/2009	120,959.48 USD			127,007.45 USD
Total Liability Amount							127,007.45 USD
5818555998	KCC TRADING INC.	Sight	12/23/2008	46,497.44 USD		5/5
1283TH1218081	UNITED STATES OF AMERICA		02/14/2009	46,497.44 USD			48,822.31 USD
Total Liability Amount							48,822.31 USD
5818555999	SEJEE COMPANY LTD.	Sight	12/23/2008	87,655.50 USD		5/5
12849S5602U	HONG KONG		02/06/2009	87,655.50 USD			92,038.28 USD
Total Liability Amount							92,038.28 USD
5818556000	SEJEE COMPANY LTD.	Sight	12/23/2008	17,605.32 USD		5/5
12859S5629U	HONG KONG		03/17/2009	17,605.32 USD			18,485.59 USD
Total Liability Amount							18,485.59 USD
5818556001	SEJEE COMPANY LTD.	Sight	12/23/2008	634,938.10 USD		5/5
12869S7329	HONG KONG		01/09/2009	634,938.10 USD			666,685.01 USD
Total Liability Amount							666,685.01 USD
5818556002	EXCELLENT JADE LIMITED	Sight	12/23/2008	130,549.50 USD		5/5
1287A697374	HONG KONG		01/13/2009	130,549.50 USD			137,076.98 USD
Total Liability Amount							137,076.98 USD
5818556003	EXCELLENT JADE LIMITED	Sight	12/23/2008	10,587.92 USD		5/5
1288A778476	HONG KONG		02/17/2009	10,587.92 USD			11,117.32 USD
Total Liability Amount							11,117.32 USD
5818556004	EXCELLENT JADE LIMITED	Sight	12/23/2008	44,746.91 USD		5/5
1289AKY7875	HONG KONG		02/07/2009	44,746.91 USD			46,984.26 USD
Total Liability Amount							46,984.26 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 45 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818556005	EXCELLENT JADE LIMITED	Sight	12/23/2008	33,953.00 USD		5/5
1290AN1K049	HONG KONG		02/10/2009	33,953.00 USD			35,650.65 USD
Total Liability Amount							35,650.65 USD
5818556006	EXCELLENT JADE LIMITED	Sight	12/23/2008	479,373.82 USD		5/5
1291JNOQ556	HONG KONG		02/10/2009	479,373.82 USD			503,342.51 USD
Total Liability Amount							503,342;51 USD
5818556007	EXCELLENT JADE LIMITED	Sight	12/23/2008	101,633.32 USD		5/5
1292JNOQ559	HONG KONG		01/30/2009	101,633.32 USD			106,714.99 USD
Total Liability Amount							106,714.99 USD
5818556008	EXCELLENT JADE LIMITED	Sight	12/23/2008	333,420.46 USD		5/5
1293JNOR1360	HONG KONG		02/17/2009	333,420.46 USD			350,091.48 USD
Total Liability Amount							350,091.48 USD
5818556009	EXCELLENT JADE LIMITED	Sight	12/23/2008	121,913.16 USD		5/5
1294JNOT601	HONG KONG		02/03/2009	121,913.16 USD			128,008.82 USD
Total Liability Amount							128,008.82 USD
5818556010	EXCELLENT JADE LIMITED	Sight	12/23/2008	29,371.92 USD		5/5
1295JYPC804	HONG KONG		01/27/2009	29,371.92 USD			30,840.52 USD
Total Liability Amount							30,840.52 USD
5818556011	SLITHER LTD.	Sight	12/24/2008	44,217.74 USD		5/5
1296JG83389	HONG KONG		02/03/2009	44,217.74 USD			46,428.63 USD
Total Liability Amount							46,428.63 USD
5818556012	KING STAR GARMENT INTERNATIONAL	Sight	12/24/2008	199,795.12 USD		5/5
1297JG83439	TAIWAN, PROVINCE OF ROC		01/30/2009	199,795.12 USD			209,784.88 USD
Total Liability Amount							209,784.88 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 46 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818556013	KING STAR GARMENT INTERNATIONAL	Sight	12/24/2008	890,132.80 USD		5/5
1298JG83441	TAIWAN, PROVINCE OF ROC		01/31/2009	890,132.80 USD			934,639.44 USD
Total Liability Amount							934,639.44 USD
5818556014	TY FASHION INTERNATIONAL CO., LTD	Sight	12/24/2008	95,802.48 USD		5/5
1299JG83443	TAIWAN, PROVINCE OF ROC		03/14/2009	95,802.48 USD			100,592.60 USD
Total Liability Amount							100,592.60 USD
5818556015	TY FASHION INTERNATIONAL CO., LTD	Sight	12/24/2008	30,000.00 USD		5/5
1300JG83444	TAIWAN, PROVINCE OF ROC		04/25/2009	30,000.00 USD			31,500.00 USD
Total Liability Amount							31,500.00 USD
5818556016	TY FASHION INTERNATIONAL CO., LTD	Sight	12/24/2008	62,550.00 USD		5/5
1301JG83445	TAIWAN, PROVINCE OF ROC		03/28/2009	62,550.00 USD			65,677.50 USD
Total Liability Amount							65,677.50 USD
5818556017	CRYSTALCLEAR WEALTH LTD.	Sight	12/24/2008	53,790.00 USD		5/5
1302JG83447	TAIWAN, PROVINCE OF ROC		02/28/2009	53,790.00 USD			56,479.50 USD
Total Liability Amount							56,479.50 USD
5818556018	TRIPLE AAPPAREL LIMITED	Sight	12/24/2008	44,715.00 USD		5/5
1303JG83448	HONG KONG		03/15/2009	44,715.00 USD			46,950.75 USD
Total Liability Amount							46,950.75 USD
5818556019	TRIPLE AAPPAREL LIMITED	Sight	12/24/2008	37,577.40 USD		5/5
1304JG83450	HONG KONG		04/14/2009	37,577.40 USD			39,456.27 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 47 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
Total Liability Amount							39,456.27 USD
5818556020	KATTIE FASHION (HONG KONG) LIMITED	Sight	12/24/2008	47,916.00 USD		5/5
1305JG83465	HONG KONG		03/11/2009	47,916.00 USD			50,311.80 USD
Total Liability Amount							50,311.80 USD
5818556021	SHENXIN TEXTILE INDUSTRIAL (HK) LTD	Sight	12/24/2008	205,782.00 USD		5/5
1306JG83472	HONG KONG		02/02/2009	205,782.00 USD			216,071.10 USD
Total Liability Amount							216,071.10 USD
5818556022	FASTWELL KNITWEAR MANUFACTURING	Sight	12/24/2008	40,386.60 USD		5/5
1307JG83474	HONG KONG		01/28/2009	40,386.60 USD			42,405.93 USD
Total Liability Amount							42,405.93 USD
5818556023	WINNER WAY INDUSTRIAL LTD..FLAT/RM	Sight	12/24/2008	87,644.00 USD		5/5
1308JG83475	HONG KONG		01/28/2009	87,644.00 USD			92,026.20 USD
Total Liability Amount							92,026.20 USD
5818556024	WILFORD KNITWEAR FACTORY LIMITED.	Sight	12/24/2008	11,580.00 USD		5/5
1309JG83477	HONG KONG		01/28/2009	11,580.00 USD			12,159.00 USD
Total Liability Amount							12,159.00 USD
5818556025	FORTUNE MINT LIMITED, FLAT 9B,2/F	Sight	12/24/2008	82,735.70 USD		5/5
1310JG83478	HONG KONG		02/04/2009	82,735.70 USD			86,872,49 USD
Total Liability Amount							86,872.49 USD
5818556026	UNITEX FASHION (KNITWEAR) LIMITED	Sight	12/24/2008	120,777.46 USD		5/5
1311JG83479	HONG KONG		02/04/2009	120,777.46 USD			126,816.33 USD
Total Liability Amount							126,816.33 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 48 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818556027	FORTUNE MINT LIMITED, FLAT 9B,2/F	Sight	12/24/2008	106,139.75 USD		5/5
1312JK83452	HONG KONG		04/01/2009	106,139.75 USD			111,446.74 USD
Total Liability Amount							111,446.74 USD
5818556028	WONDERFUL INTL GROUP HK LTD.	Sight	12/24/2008	362,889.25 USD		5/5
1313JK83454	HONG KONG		01/27/2009	362.889.25 USD			381,033.71 USD
Total Liability Amount							381,033.71 USD
5818556029	NINGBO FANHUA IMP AND EXP CO., LTD	Sight	12/24/2008	81,519.72 USD		5/5
1314JK83455	PEOPLE'S REPUBLIC OF CHINA		01/27/2009	81,519.72 USD			85,595.71 USD
Total Liability Amount							85,595.71 USD
5818556030	LAI KO KNITTING FACTORY LIMITED	Sight	12/24/2008	36,855.00 USD		5/5
1315JK83456	HONG KONG		03/18/2009	36,855.00 USD			38,697.75 USD
Total Liability Amount							38,697.75 USD
5818556032	J-TEX GARMENT CO., LTD	Sight	12/24/2008	88,376.58 USD		5/5
1317JTSPBIM	HONG KONG		02/02/2009	88,376.58 USD			92,795.41 USD
Total Liability Amount							92,795.41 USD
5818556033	INJAE TRADING COMPANY	Sight	12/24/2008	44,974.00 USD		5/5
1318IJ1217140	HONG KONG		02/11/2009	44,974.00 USD			47,222.70 USD
Total Liability Amount							47,222.70 USD
5818556034	SEJEE COMPANY LTD.	Sight	12/24/2008	164,638.27 USD		5/5
13199S56223U	HONG KONG		04/01/2009	164,638.27 USD			172,870.18 USD
Total Liability Amount							172,870.18 USD
5818556035	EXCELLENT JADE LIMITED	Sight	12/24/2008	24,066.24 USD		5/5
1320JNOR264	HONG KONG		02/10/2009	24,066.24 USD			25,269.55 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 49 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
Total Liability Amount							25,269.55 USD
5818556037	TRISTATE TRADING LTD MACAO COMM.	Sight	12/29/2008	65,394.83 USD		5/5
1322TRICH147	MACAU		02/07/2009	65,394.83 USD			68,664.57 USD
Total Liability Amount							68,664.57 USD
5818556039	TRISTATE TRADING LTD MACAO COMM.	Sight	12/29/2008	57,654.00 USD		5/5
1324TRICH151	MACAU		02/03/2009	57,654.00 USD			60,536.70 USD
Total Liability Amount							60,536.70 USD
5818556040	TRISTATE TRADING LTD MACAO COMM.	Sight	12/29/2008	71,004.80 USD		5/5
1325TRIVN121	MACAU		02/26/2009	71,004.80 USD			74,555.04 USD
Total Liability Amount							74,555.04 USD
5818556041	TRISTATE TRADING LTD MACAO COMM.	Sight	12/26/2008	24,645.20 USD		5/5
1326TRIVN122	MACAU		02/09/2009	24,645.20 USD			25,877.46 USD
Total Liability Amount							25,877.46 USD
5818556044	UNIVERSAL EXPRESS GARMENTS LTD.,	Sight	12/29/2008	43,313.94 USD		5/5
1329KP1219A	HONG KONG		01/25/2009	43,313.94 USD			45,479.64 USD
Total Liability Amount							45,479.64 USD
5818556045	DONG HAN INTERNATIONAL CO., LTD.	Sight	12/24/2008	20,553.50 USD		5/5
1330AK08042	REPUBLIC OF KOREA		02/01/2009	20,553.50 USD			21,581.18 USD
Total Liability Amount							21,581.18 USD
5818556050	POONG IN TRADING CO., LTD..19F ACE	Sight	12/24/2008	174,989.64 USD		5/5
1335MK1222C	REPUBLIC OF KOREA		02/06/2009	174,989.64 USD			183,739.12 USD
Total Liability Amount							183,739.12 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 50 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount	Credit Tolerance+/-%		Liability Amount
5818556052	POONG IN TRADING CO., LTD..19F ACE	Sight	12/24/2008	8,240.64 USD		5/5
1336MK1222D	REPUBLIC OF KOREA		02/22/2009	8,240.64 USD			8,652.67 USD
Total Liability Amount							8,652.67 USD
5818556053	SAMKWANG APPAREL CORP.	Sight	12/24/2008	6,017.82 USD		5/5
1337MK1222F	REPUBLIC OF KOREA		02/16/2009	6,017.82 USD			6,318.71 USD
Total Liability Amount							6,318.71 USD
5818556054	HYUNJIN APPAREL CO., LTD.	Sight	12/24/2008	80,897.44 USD		5/5
1338NWS1219	REPUBLIC OF KOREA		01/12/2009	80,897.44 USD			84,942.31 USD
Total Liability Amount							84,942.31 USD
5818556055	JUNG KWANG IND. CO., LTD.	Sight	12/26/2008	32,004.00 USD		5/5
1339YJ1218A	REPUBLIC OF KOREA		02/18/2009	32,004.00 USD			33,604.20 USD
Total Liability Amount							33,604.20 USD
5818556057	EUHA INTERNATIONAL LTD.	Sight	12/26/2008	40,446.12 USD		5/5
1341YJ1218C	REPUBLIC OF KOREA		03/07/2009	40,446.12 USD			42,468.43 USD
Total Liability Amount							42,468.43 USD
5818556058	NURIAN INTERNATIONAL INC.	Sight	12/29/2008	57,024.00 USD		5/5
1342YJ1218D	REPUBLIC OF KOREA		03/07/2009	57,024.00 USD			59,875.20 USD
Total Liability Amount							59,875.20 USD
5818556060	HONGS INTERNATIONAL LIMITED	Sight	12/26/2008	36,914.55 USD		5/5
1344YJ1218F	REPUBLIC OF KOREA		03/02/2009	36,914.55 USD			38,760.28 USD
Total Liability Amount							38,760.28 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 51 of 54

Outstanding Import Letters of Credit by LC Reference

Customer ID	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount		Credit Tolerance+/-%		Liability Amount
5818556063	POONG IN TRADING CO., LTD.	Sight	12/24/2008	109,787.30 USD
1347YJ1219B	REPUBLIC OF KOREA		03/08/2009	109,787.30 USD			5/5	115,276.67 USD
Total Liability Amount								115,276.67 USD
5818556064	SAMKWANG APPAREL CORP..	Sight	12/24/2008	91,018.72 USD
1348YJ1219C	REPUBLIC OF KOREA		03/16/2009	91,018.72 USD			5/5	95,569.66 USD
Total Liability Amount								95,569.66 USD
5818556066	SHENXIN TEXTILE INDUSTRIAL (HK) LTD	Sight	12/24/2008	51,622.24 USD
1350JG83337	HONG KONG		01/19/2009	51,622.24 USD			5/5	54,203.35 USD
Total Liability Amount								54,203.35 USD
5818556067	SHENXIN TEXTILE INDUSTRIAL (HK) LTD	Sight	12/24/2008	72,618.00 USD
1351JG83383	HONG KONG		02/02/2009	72,618.00 USD			5/5	76,248.90 USD
Total Liability Amount								76,248.90 USD
5818556068	ARTIF GARMENT FACTORY	Sight	12/24/2008	105,121.12 USD
1352JG83395	HONG KONG		02/02/2009	105,121.12 USD			5/5	110,377.18 USD
Total Liability Amount								110,377.18 USD
5818556069	KWIN HING KNITTING FACTORY LTD,,	Sight	12/24/2008	32,712.75 USD
1353JK83453	HONG KONG		03/11/2009	32,712.75 USD			5/5	34,348.39 USD
Total Liability Amount								34,348.39 USD
5818556071	SEOHAP CO. LTD.	Sight	12/24/2008	30,307.56 USD
1354JWSO1219	REPUBLIC OF KOREA		03/14/2009	30,307.56 USD			5/5	31,822.94 USD
Total Liability Amount								31,822.94 USD
	Count for     949148				373

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 52 of 54

Outstanding Import Letters of Credit by LC Reference

Count for All Customer IDs		373
Total Outstanding Amount	USD		42,246,424.14 USD
Total Liability Amount	USD		44,580,026.36 USD

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LETTERS OF CREDIT 53 of 54

Outstanding Import Letters of Credit by LC Reference

SELECTION CRITERIA
Customer ID	949148	712
Group By	LC Reference
User	JACKIE	STAHL
Share	Private
Format	DHTML Report
Favorite	No

Report Date 12/29/2008 08:41:04 (EST) OUTSTANDING IMPORT LEITERS OF CREDIT 54 of 54

Schedule 7.1(b)

SCHEDULE 7.1(b)
Subsidiaries and Capitalization

	State/Country
	of	Type of	Shares		Shares Issued and
Name of Corporation	Incorporation	Shares	Authorized		Outstanding
Apparel Testing Services, Inc.	New Jersey	Common		1,000		100
Asia Expert Limited	Hong Kong	$HK		500,000		1,000
Energie Knitwear, Inc.	Delaware	Common		200		200
Exportex de Mexico, S.A. de C.V.	Mexico	Common		1,000		1,000
Import Technology of Texas, Inc.	Texas	Common		500,000		1,000
Jones Apparel Group, Inc.	Pennsylvania	Common		201,000,000		86,571,939*
Jones Apparel Group Canada, LP	Canada				Jones Canada, Inc. owns .1% and Jones Apparel Group Canada ULC owns 476 partnership units
Jones Apparel Group Canada ULC	Canada	Common		100,000,000		71,500
Jones Apparel Group Holdings, Inc.	Delaware	Common		1,000		1,000
Jones Apparel Group USA, Inc.	Delaware	Common		1,000		100
Jones Canada, Inc.	Canada	Common	Unlimited			100
Jones Distribution Corporation	Delaware	Common		200		200
Jones Holding Inc.	Delaware	Common		1,000		100
Jones International Limited	Hong Kong	Common		100		100
Jones Investment Co. Inc.	Delaware	Common		200		100
		Common		15,000		10,000
Jones Jeanswear Group, Inc. (formerly known as McNaughton Apparel Group Inc.)	New York	Preferred A		200,000		200,000
		Preferred B		100,000		100,000
Jones Management Service Company	Delaware	Common		1,000		1,000

	State/Country
	of	Type of	Shares		Shares Issued and
Name of Corporation	Incorporation	Shares	Authorized		Outstanding
Jones Retail Corporation	New Jersey	Common		1,000		100
L.E.I. Group, Inc.	Delaware	Common		200		200
Maxwell Footwear of California, Inc.	Delaware	Common		1,000		1,000
Nine West Accessories (HK) Limited	Hong Kong	Ordinary		10,000		2
Nine West Development Corporation	Delaware	Common		3,000		1,000
Nine West Footwear Corporation	Delaware	Common		3,000		1,000
Nine West Melbourne Pty. Ltd.	Australia	Ordinary		100,000		100
Rachel Roy IP Company LLC	Delaware	Membership Interests			Jones Investment Co. Inc. holds 50% membership interests; Royale Etenia LLC (a non-subsidiary Delaware LLC) holds 50% membership interests
Victoria + Co Ltd.	Rhode Island	Common		50,000		3,405

2

Schedule 7.1(p)

						Reclassed to
						short-term
						portion of
	Interest Rate			Balance		long-term debt
Debt:
Jones Apparel Group USA, Inc.
4.25% Senior Notes due 2009		4.250	%	$	249,955,900
5.125% Senior Notes due 2014		5.125	%		249,874,875
6.125% Senior Notes due 2034		6.125	%		249,619,267
Total JAG USA Senior Notes				$	749,450,042
Capital Leases (Equipment)	Various			$	24,531
Jones Distribution Corporation
Capital Lease (Virginia warehouse)	Various			$	21,572,137
Jones Management Service Company
Capital Leases (Computer Equipment)	Various			$	2,908,180
Capital Lease (Bristol 180 building)	Various			$	8,369,125
Intercompany Debt:
Jones Apparel Group USA, Inc.
Due to Nine West				$	1,427,066,351
Due to Jones Canada					97,245
Due to Jones Jeanswear Group					171,572,255
Due to Jones Apparel Group Holdings					532,773,068
Due to Jones Holding, Inc.					53,077,518
Due to Rachel Roy IP Company					35,483
Due to Apparel Testing Services, Inc.					2,862,507
						$	2,187,484,427
Nine West Footwear Corporation
Due to Jones Retail Corporation					1,855,541,434
Due to Jones Canada					3,125
Due to Nine West International — Italy					856,571
Due to Nine West Development					307,859,209
Due to Jones Management Service Co.					137,133,547
Due to Jones Apparel Group Holdings					2,017,922
Due to Jones Investment Co., Inc.					694,143
							2,304,105,951

				Reclassed to
				short-term
				portion of
	Interest Rate	Balance		long-term debt
Jones Jeanswear Group, Inc.
Due to Jones Apparel Group, Inc.			44,016,364
Due to Jones Management Service Co.			130,427,996
Due to Apparel Testing Services, Inc.			560,423
Due to Jones International Limited			9,692,365
Due to Nine West Development			14,631,453
Due to Nine West Footwear Corporation			17,049,135
Due to Victoria + Co Limited			571,808
Due to Jones Retail Corporation			4,650,699
					221,600,243
Jones Retail Corporation
Due to Jones Apparel Group USA, Inc.			1,154,815,956
Due to Jones Apparel Group, Inc.			29,183,309
Due to Nine West Development			29,049,112
Due to Victoria			518,718
Due to Jones Management Service Co.			61,182,832
					1,274,749,927
Jones Apparel Group Canada, Inc.
Due to Jones Holding, Inc.			3,747,685
Due to Jones Apparel Group, Inc.			57,571
Due to Jones International Limited			3,980
Due to Jones Management Service Co.			518,157
Due to Jones Jeanswear			199,397,776
					203,725,169
Victoria + Co Limited
Due to Jones Apparel Group, Inc.			3,846,164
Due to Nine West Footwear Corp.			10,473,969
Due to Nine West Development			6,872,045
Due to Jones Management Service Co.			51,889,459
Due to Jones Investment Co., Inc.			10,158,004
					83,239,641
Jones Investment Co., Inc.
Due to Jones Apparel Group USA, Inc.			61,499,705
Due to Jones Canada			7,615
Due to Jones Retail Corporation			17,943,223
Due to Jones Jeanswear			72,623,720
Due to Apparel Testing Services, Inc.			130,000
					152,204,263
Jones Management Service Co.
Due to Jones Apparel Group USA, Inc.			178,991,176
Due to Nine West Development			101,169,479
Due to Jones Investment Co., Inc.			141,914,504
Due to Jones Apparel Group Holdings			11,612,021

2

				Reclassed to
				short-term
				portion of
	Interest Rate	Balance		long-term debt
Due to Jones International Limited			1,363,853
					435,051,033
Jones Apparel Group Holdings, Inc.
Due to Jones Apparel Group, Inc.			7,894,371
Due to Jones Retail Corporation			23,667,940
Due to Nine West Development			585,345
Due to Jones Investment Co., Inc.			258,586,559
					290,734,215
Nine West Development Corp.
Due to Jones Investment Co., Inc.			17,021,187
Due to Jones Apparel Group USA, Inc.			74,155,562
					91,176,749
Nine West Accessories (HK) Limited
Due to Jones Apparel Group USA, Inc.			2,890
Due to Jones Retail Corporation			36,326
Due to Nine West Footwear Corp.			1,863,319
					1,902,535
Nine West International — Italy
Due to Jones Apparel Group USA, Inc.			13,213
Due to Jones Retail Corporation			148,189
					161,402
Jones International Limited
Due to Jones Apparel Group USA, Inc.			701,289
Due to Jones Apparel Group, Inc.			243,344
					944,633
Jones Apparel Group, Inc.
Due to Jones Management Service Co.			603,888
Due to Jones Apparel Group USA, Inc.			456,627,393
					457,231,281
					7,704,311,469

3

Schedule 7.1(q)

Litigation

None.

Schedule 11.3

Existing Liens

1.	Liens, if any, in respect of certain computer equipment, POS equipment, warehouse equipment, copiers and other office equipment and office furniture used by the Credit Parties and their Subsidiaries which are subject to leases, which Liens, in the aggregate, do not have a Material Adverse Effect.
2.	Liens, if any, in respect of the intellectual property acquired pursuant to the acquisition by Nine West Group Inc. of the footwear business of The United States Shoe Corporation, which Liens, in the aggregate, do not have a Material Adverse Effect.
3.	Liens, if any, in respect of the real and personal property of Jones Apparel Group USA, Inc. for unpaid taxes, interest, additions and/or penalties owed to the State of Pennsylvania or any subdivision thereof, which Liens, in the aggregate, do not have a Material Adverse Effect; provided that such Liens shall not be permitted to remain outstanding under Section 11.3(h) at any time after the 90th day following the Amendment Date.
4.	Liens, if any, in respect of the accounts receivable and documents related to the accounts receivable, and proceeds of the foregoing, of Victoria + Co. Ltd., which Liens, in the aggregate, do not have a Material Adverse Effect; provided that such Liens shall not be permitted to remain outstanding under Section 11.3(h) at any time after the 90th day following the Amendment Date..

Schedule 11.4

Advances to Contractors:
Jones Apparel Group USA, Inc.	$	4,250,000
Jones Apparel Group Canada, LP		908,437
Total Loans and Advances to Contractors	$	5,158,437
Advances to Employees:
Total Loans and Advances to Employees	$	—
Investments:
Investment in GRI (Jones Canada)	$	19,604,262
Total Loans and Advances to Contractors	$	19,604,262

EXHIBIT A — FORM OF
REVOLVING CREDIT NOTE

          $                                                                                       , 200___

          FOR VALUE RECEIVED, the undersigned JONES APPAREL GROUP USA, INC., a corporation organized under the laws of Delaware, (the “Borrower”), JONES APPAREL GROUP, INC., a corporation organized under the laws of Pennsylvania, JONES APPAREL GROUP HOLDINGS, INC., a corporation organized under the laws of Delaware, JONES RETAIL CORPORATION, a corporation organized under the laws of New Jersey, and NINE WEST FOOTWEAR CORPORATION, a corporation organized under the laws of Delaware (collectively, with the Borrower, the “Debtors”), hereby jointly and severally promise to pay to the order of                     , (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of                      DOLLARS ($                    ) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made to the Borrower by the Lender pursuant to that certain Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, amended and restated as of January 5, 2009 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders who are or may become a party thereto (collectively, the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          The unpaid principal amount of Revolving Credit Loans from time to time outstanding is subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 5.1 of the Credit Agreement. All payments of principal and interest on Revolving Credit Loans shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement.

          This Revolving Credit Note (the “Revolving Credit Note”) is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable. The obligations of the Debtors under this Revolving Credit Note and the other Loan Documents, and the obligations of the other Granting Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents.

          THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

          The Debt evidenced by this Revolving Credit Note is senior in right of payment to all Subordinated Debt referred to in the Credit Agreement.

          The Debtors hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note.

          IN WITNESS WHEREOF, the undersigned have executed this Revolving Credit Note under seal as of the day and year first above written.

JONES APPAREL GROUP USA, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP HOLDINGS, INC.
By:
	Name:
	Title:
JONES RETAIL CORPORATION
By:
	Name:
	Title:
NINE WEST FOOTWEAR CORPORATION
By:
	Name:
	Title:

2 

EXHIBIT B — FORM OF
NOTICE OF REVOLVING CREDIT BORROWING

NOTICE OF REVOLVING CREDIT BORROWING

Dated as of:                     

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Revolving Credit Borrowing is delivered to you under Section 2.2(a) of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, amended and restated as of January 5, 2009 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Borrower hereby requests that the Lenders make a Revolving Credit Loan to the Borrower in the aggregate principal amount of $                    . (Complete with an amount in accordance with Section 2.2(a) of the Credit Agreement.)

          2. The Borrower hereby requests that such Revolving Credit Loan be made on the following Business Day:                     . (Complete with a Business Day in accordance with Section 2.2(a) of the Credit Agreement).

          3. The Borrower hereby requests that the Revolving Credit Loan bear interest at the following interest rate, plus the Applicable Margin, as set forth below:

			Termination Date for Interest Period (If applicable)
		Interest Period
Component of Loan	Interest Rate	(LIBOR Rate only)
	Base Rate or LIBOR
	Rate

          4. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof (including the requested Revolving Credit Loan) does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

          5. The Borrower hereby represents and warrants that the conditions specified in Section 6.3 of the Credit Agreement have been satisfied or waived as of the date hereof.

          6. The Borrowing Availability Limit exceeds the aggregate principal amount of the Revolving Credit Loans outstanding after giving effect to the Revolving Credit Loans requested hereby, as set forth in the attached Schedule I [Schedule I to come].

          Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Revolving Credit Borrowing as of the                      day of                     ,           .

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

2 

EXHIBIT C — FORM OF NOTICE OF
ACCOUNT DESIGNATION

NOTICE OF ACCOUNT DESIGNATION

Dated as of:                     

Wachovia Bank, National Association,
    as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This Notice of Account Designation is delivered to you under Section 2.2(b) of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, amended and restated as of January 5, 2009 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account(s):

ABA Routing Number:                                                    

Account Number:                                                              

          2. This authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation is provided by the Borrower to the Administrative Agent.

          3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation as of the                      day of                     ,              .

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

EXHIBIT D — FORM OF
NOTICE OF PREPAYMENT

NOTICE OF PREPAYMENT

Dated as of:                     

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center
301 South College Street, TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Prepayment is delivered to you under Section 2.3(c) of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, amended and restated as of January 5, 2009 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Borrower hereby provides notice to the Administrative Agent that it shall repay the following [Base Rate Loans] and/or [LIBOR Rate Loans]:                     . (Complete with an amount in accordance with Section 2.3(c) of the Credit Agreement.)

          2. The Borrower shall repay the above-referenced Revolving Credit Loans on the following Business Day:                     . (Complete in accordance with Section 2.3(c) of the Credit Agreement.)

          3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment as of the                      day of                     ,                     .

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

EXHIBIT E — FORM OF
NOTICE OF CONVERSION/CONTINUATION

NOTICE OF CONVERSION/CONTINUATION

Dated as of:                     

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center
301 South College Street, TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Conversion/Continuation (the “Notice”) is delivered to you under Section 5.2 of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, amended and restated as of January 5, 2009 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. This Notice is submitted for the purpose of: (Check one and complete applicable information in accordance with the Credit Agreement.)

          Converting all or a portion of a Base Rate Loan into a LIBOR Rate Loan

(a)	The aggregate outstanding principal balance of such Revolving Credit Loan is $                    .
(b)	The principal amount of such Revolving Credit Loan to be converted is $                    .
(c)	The requested effective date of the conversion of such Revolving Credit Loan is                     .
(d)	The requested Interest Period applicable to the converted Revolving Credit Loan is                     .

          Converting all or a portion of a LIBOR Rate Loan into a Base Rate Loan

(a)	The aggregate outstanding principal balance of such Revolving Credit Loan is $
(b)	The last day of the current Interest Period for such Revolving Credit Loan is                     .

(c)	The principal amount of such Revolving Credit Loan to be converted is $                    .
(d)	The requested effective date of the conversion of such Revolving Credit Loan is                     .

          Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan

(a)	The aggregate outstanding principal balance of such Revolving Credit Loan is $                    .
(b)	The last day of the current Interest Period for such Revolving Credit Loan is                     .
(c)	The principal amount of such Revolving Credit Loan to be continued is $                    .
(d)	The requested effective date of the continuation of such Revolving Credit Loan is                     .
(e)	The requested Interest Period applicable to the continued Revolving Credit Loan is                     .

          2. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

          3. The Borrower hereby represents and warrants that no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing.

          4. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/ Continuation as of the                      day of                     ,                     .

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

2

EXHIBIT F — FORM OF
OFFICER’S COMPLIANCE CERTIFICATE

OFFICER’S COMPLIANCE CERTIFICATE

          The undersigned, on behalf of JONES APPAREL GROUP USA, INC. (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

          1. This Certificate is delivered to you pursuant to Section 8.2 of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, amended and restated as of January 5, 2009 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          2. I have reviewed the consolidated financial statements of Jones Apparel Group, Inc. and its Subsidiaries dated as of                      and for the                      period[s] then ended and such statements present fairly in all material respects the consolidated financial condition of Jones Apparel Group, Inc. and its Subsidiaries as of their respective dates and the results of the consolidated operations of Jones Apparel Group, Inc. and its Subsidiaries for the respective period[s] then ended, subject to normal year end adjustments for interim statements.

          3. I have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of Jones Apparel Group, Inc. and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this Certificate [except, if such condition or event existed or exists, describe the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto].

          4. Jones Apparel Group, Inc. and its Subsidiaries are in compliance with the financial covenants contained in Article X of the Credit Agreement as shown on Schedule 1.

          5. As of the fiscal period subject of the financial statements described in Paragraph 2 above, the Borrowing Availability Limit was $                    , as shown on Schedule 1.

          WITNESS the following signature as of the                      day of                     ,                      .

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

2 

Schedule 1

to

Officer’s Compliance Certificate

[To be provided by Borrower in form reasonably acceptable to the Administrative Agent]

EXHIBIT G — FORM OF
ASSIGNMENT AND ACCEPTANCE

ASSIGNMENT AND ACCEPTANCE

Dated as of:                     

     Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, amended and restated as of January 5, 2009, as amended, restated, supplemented or otherwise modified (the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein which are not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                                       & nbsp; (the “Assignor”) and                                           (the “Assignee”) agree as follows:

          1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, as of the Effective Date (as defined below), a                     % interest in and to all of the Assignor’s interest, rights and obligations with respect to its Revolving Credit Commitment and Revolving Credit Loans (including such percentage of the outstanding L/C Obligations), which percentage represents not less than $5,000,000, unless such percentage equals 100% of such Lender’s Revolving Credit Commitment, and the Assignor thereby retains                     % of its interest therein.

          This Assignment and Acceptance is entered pursuant to, and authorized by, Section 14.10 of the Credit Agreement.

          2. The Assignor (i) represents that, as of the date hereof, its Revolving Credit Commitment Percentage (without giving effect to assignments thereof which have not yet become effective) under the Credit Agreement is                     % and the outstanding balances of its Revolving Credit Loans (including its Revolving Credit Commitment Percentage of the outstanding L/C Obligations) is $                    ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of their obligations under the Credit Agreement or any other instrument or document furnished or executed pursuant thereto; and (iv) to the extent it has received Revolving Credit Note(s) from the Borrower, attaches the applicable Revolving Credit Note(s) delivered to it under the Credit Agreement and requests that the Borrower exchange such Revolving Credit Note(s) for new Revolving Credit Notes payable to each of the Assignor and the Assignee as follows:

Revolving Credit Note Payable to the Order of: Principal Amount of Note:

          3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor or any other Lender or the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; (vii) agrees to hold all confidential information in accordance with the provisions of Section 14.10(g) of the Credit Agreement; and (viii) includes herewith for the Administrative Agent the forms required by Section 5.11(e) of the Credit Agreement (if not previously delivered).

          4. The effective date for this Assignment and Acceptance shall be as set forth in Section 1 of Schedule 1 hereto (the “Effective Date”), subject to the consents referred to in the following sentence. Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for, to the extent required by the Credit Agreement, consent by the Borrower and the Administrative Agent and acceptance and recording in the Register.

          5. Upon such consents, acceptance and recording, from and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and the other Loan Documents to which Lenders are parties and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender under each such agreement, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents.

          6. Upon such consents, acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

          7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE DEEMED TO BE A CONTRACT UNDER SEAL AND SHALL BE GOVERNED BY AND CONSTRUED IN

2 

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

3 

           WITNESS the following signatures as of the                       day of                       ,                      .

ASSIGNOR:
 

By:  

Title:  

ASSIGNEE:
 

By:  

Name:  

Title:  

Acknowledged and Consented to on behalf of the Credit Parties:

JONES APPAREL GROUP USA, INC.
 

By:  

Name:  

Title:  

Consented to and Accepted by:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent
 

By:  

Name:  

Title:  

4 

Schedule 1
to
Assignment and Acceptance

1.	Effective Date:                                         ,
2.	Assignor’s Interest Prior to Assignment:

(a) Revolving Credit Commitment Percentage

%

(b) Outstanding balance of Revolving Credit Loans

$

(c) Outstanding balance of Assignor’s Revolving
Credit Commitment Percentage of the
L/C Obligations

$

3. Assigned Interest (from Section 1) of:

(a) Revolving Credit Loans

%

4. Assignee’s Extensions of Credit
After Effective Date:

(a) Total outstanding balance of
Assignee’s Revolving Credit Loans
(line 2(b) times line 3(a))

$

(b) Total outstanding balance of
Assignee’s Revolving Credit
Commitment Percentage
of the L/C Obligations
(line 2(c) times line 3(a))

$

5. Retained Interest of Assignor after
Effective Date:

(a) Retained Interest (from Section 1):

(i) Revolving Credit Commitment Percentage

%

(b) Outstanding balance of Assignor’s Revolving Credit Loans
(line 2(b) times line 5(a)(i))

$

(c) Outstanding balance of Assignor’s

Revolving Credit Commitment
Percentage of L/C Obligations
(line 2(c) times line 5(a)(i))

$

6. Payment Instructions:

(a) If payable to Assignor,
to the account of Assignor to:
ABA No.:
Account Name:
Account No.
Attn:
Ref:

(b)	If payable to Assignee, to the account of Assignee to:
	ABA No.: Account Name: Account No.: Attn: Ref:

2 

ANNEX B

Security Agreement

[Filed separately as Exhibit 10.3 to Form 8-K filed July 30, 2010]

EX-10.3

Exhibit 10.3

SECURITY AGREEMENT

Dated January 5, 2009

From

The Grantors referred to herein

as Grantors

to

Wachovia Bank, National Association

as Administrative Agent

T A B L E  O F  C O N T E N T S

Section	Page
Section 1. Grant of Security		1
Section 2. Security for Obligations		3
Section 3. Grantors Remain Liable		3
Section 4. Representations and Warranties		4
Section 5. Further Assurances		5
Section 6. As to Inventory		6
Section 7. Insurance		6
Section 8. Post-Closing Changes; Collections on Receivables and Related Contracts		6
Section 9. Transfers and Other Liens		7
Section 10. Administrative Agent Appointed Attorney in Fact		7
Section 11. Administrative Agent May Perform		8
Section 12. The Administrative Agent’s Duties		8
Section 13. Remedies		8
Section 14. Indemnity and Expenses		10
Section 15. Amendments; Waivers; Additional Grantors; Etc.		10
Section 16. Notices, Etc.		10
Section 17. Continuing Security Interest; Assignments under the 2005 Credit Agreement		11
Section 18. Release; Termination		11
Section 19. Security Interest Absolute		12
Section 20. Execution in Counterparts		13
Section 21. Governing Law; Consent to Jurisdiction		13

Schedules
Schedule I	-	Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number
Schedule II	-	Tradenames
Schedule III	-	Changes in Name, Location, Etc.
Schedule IV	-	Locations of Inventory
Exhibits
Exhibit A	-	Form of Security Agreement Supplement

ii

SECURITY AGREEMENT

          SECURITY AGREEMENT dated January 5, 2009 made by Jones Apparel Group USA, Inc., a Delaware corporation (the “Borrower”), Jones Retail Corporation, Nine West Footwear Corporation and certain subsidiaries of the Credit Parties (as defined in the 2005 Credit Agreement referred to below) listed on the signature pages hereof (the Credit Parties and the subsidiaries so listed being, collectively, the “Grantors”), to Wachovia Bank, National Association, as agent (the “Administrative Agent”) for the Secured Parties (as defined in the 2005 Credit Agreement referred to below).

          PRELIMINARY STATEMENTS.

          (1) Reference is made to the Amended and Restated Credit Agreement dated as of May 16, 2005, as amended by Amendment No. 1 dated as of July 27, 2007, Amendment No. 2 dated as of June 6, 2008 and as further amended and restated by Amendment No. 3 dated as of January 5, 2009 (as amended and restated, the “2005 Credit Agreement”) among Jones Apparel Group USA, Inc. (formerly known as Kasper, Ltd.), a Delaware corporation, as the Borrower, the Additional Obligors, the Lenders party thereto, and Wachovia Bank, National Association, as Administrative Agent for the Lenders.

          (2) The Borrower has requested changes and modifications (the “Amendment”) to the 2005 Credit Agreement. It is a condition precedent to the effectiveness of the Amendment that the Grantors shall have granted the security interest contemplated by this Agreement. Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents and the Additional Secured Agreements.

          (3) Terms defined in the 2005 Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the 2005 Credit Agreement. Further, unless otherwise defined in this Agreement or in the 2005 Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9. “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non perfection or the priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non perfection or priority.

          NOW, THEREFORE, in consideration of the premises and in order to induce the Secured Parties to consent to the Amendment, to continue to perform under the existing Additional Secured Agreements and to enter into the Additional Secured Agreements, each Grantor hereby agrees with the Administrative Agent for the ratable benefit of the Secured Parties as follows:

          Section 1. Grant of Security. Subject to the proviso to this Section 1, each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such

Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”):

     (a) all inventory in all of its forms, including, without limitation, (i) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions thereto and products thereof and documents therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC (any and all such property being the “Inventory”);

     (b) all accounts, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, being the “Receivables,” and any and all such supporting obligations, security agreements, Liens, leases, letters of credit and other contracts being the “Related Contracts”);

     (c) to the extent constituting proceeds of the Collateral described in clauses (a) and (b) of this Section 1, chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments, documents, deposit accounts, letter-of-credit rights, general intangibles and other obligations of any kind, all investment property in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner from the proceeds of Receivables or Related Contracts, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto;

     (d) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral; and

     (e) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (d) of this Section 1) and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral,

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provided, that, notwithstanding any of the foregoing to the contrary, for so long as any notes or other debt securities are outstanding under the Indenture, with respect to each Grantor that is a Restricted Party (as defined in the Indenture), the Collateral shall not include any property of such Restricted Party which, pursuant to the Indenture, would require such Grantor to grant Liens in favor of the Trustee (as defined in the Indenture) to equally and ratably secure any of the notes or other debt securities issued pursuant to the Indenture.

          Section 2. Security for Obligations. (a) This Agreement secures, in the case of each Grantor, the payment of all Obligations of such Grantor now or hereafter existing under the Loan Documents and all obligations of such Grantor or any of its Affiliates now or hereafter existing under the Additional Secured Agreements, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise, provided, that, with respect to the Grantors that are Restricted Parties, in no event shall the aggregate amount of obligations secured by the Collateral of such Grantors exceed the amounts permitted to be secured by Liens granted by such Grantors without the requirement to equally and ratably secure any of the notes or other debt securities issued pursuant to the Indenture (all such obligations being the “Secured Obligations”). Without limiting the generality of the foregoing, this Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the Loan Documents and the Additional Secured Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Credit Party.

          (b) Each Grantor, and by its acceptance of this Agreement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Agreement and the obligations of each Grantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the obligations of each Grantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Grantors hereby irrevocably agree that the obligations of each Grantor under this Agreement at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Grantor not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 6.01(f) of the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

          Section 3. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including, without limitation, the Related Contracts and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, any other Loan Document or any Additional Secured Agreement, nor

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shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

          Section 4. Representations and Warranties. Each Grantor represents and warrants as follows:

     (a) Such Grantor’s exact legal name, location, chief executive office, type of organization, jurisdiction of organization and organizational identification number is set forth in Schedule I hereto. Such Grantor has no trade names other than as listed on Schedule II hereto. Within the five years preceding the date hereof, such Grantor has not changed its name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule I hereto except as set forth in Schedule III hereto.

     (b) Such Grantor is the legal and beneficial owner of the Collateral granted or purported to be granted by it free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement and those permitted under Section 11.3 of the Credit Agreement. No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as may have been filed in favor of the Administrative Agent relating to the Loan Documents and the Additional Secured Agreements or in connection with Liens permitted under Section 11.3 of the Credit Agreement.

     (c) All of the Inventory of such Grantor is located at the places specified therefor in Schedule IV hereto or at another location as to which such Grantor has complied with the requirements of Section 6(a). Such Grantor has exclusive possession and control of its Inventory, other than Inventory stored at any leased premises or warehouse as to which such Grantor has complied with the requirements of Section 6(d).

     (d) None of the Receivables are evidenced by a promissory note or other instrument that has not been delivered to the Administrative Agent.

     (e) This Agreement creates in favor of the Administrative Agent for the benefit of the Secured Parties a valid security interest in the Collateral granted by such Grantor, securing the payment of the Secured Obligations. The Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations prepared by the Administrative Agent based upon the information provided to the Administrative Agent pursuant to clause (a) of this Section 4 (or specified by notice from the Borrower to the Administrative Agent after the date hereof in the case of filings, recordings or registrations required in the future), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions.

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     (f) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the grant by such Grantor of the security interest granted hereunder or for the execution, delivery or performance of this Agreement by such Grantor, (ii) the perfection or maintenance of the security interest created hereunder, except for the filing of financing and continuation statements under the UCC described in clause (e) above, which financing statements have been duly filed and are in full force and effect, or (iii) the exercise by the Administrative Agent of its rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement.

     (g) The Inventory that has been produced or distributed by such Grantor has been produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.

          Section 5. Further Assurances. (a) Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action necessary or that the Administrative Agent may reasonably request, in order to perfect and reasonably maintain any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (i) if any such Collateral shall be evidenced by a promissory note or other instrument or chattel paper, deliver and pledge to the Administrative Agent hereunder such note or instrument or chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent; (ii) file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, or as the Administrative Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; and (iii) deliver to the Administrative Agent evidence that all other actions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the security interest granted or purported to be granted by such Grantor under this Agreement has been taken.

          (b) Each Grantor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all of the inventory and accounts receivable (or words of similar effect) of such Grantor. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Administrative Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

          (c) Each Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection with such Collateral as the Administrative Agent may reasonably request, all in reasonable detail.

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          Section 6. As to Inventory. (a) Each Grantor will keep its Inventory (other than Inventory sold in the ordinary course of business) at the places therefor specified in Section 4(c) or, upon 30 days’ prior written notice to the Administrative Agent, at such other places designated by such Grantor in such notice.

          (b) Each Grantor will promptly furnish to the Administrative Agent a statement respecting any loss or damage exceeding $5,000,000 per occurrence to any of its Inventory.

          (c) Each Grantor will pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including, without limitation, claims for labor, materials and supplies) against, its Inventory, except to the extent payment thereof is not required by Section 9.5 of the 2005 Credit Agreement. In producing its Inventory, each Grantor will comply with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act.

          (d) With respect to leased premises or warehouses at which Inventory with a net book value of greater than $500,000 is stored, at Borrower’s expense, each Grantor will use commercially reasonable efforts to obtain a landlord’s or warehouseman’s agreement, in form and substance reasonably satisfactory to the Administrative Agent, as duly executed and delivered by the applicable landlord or warehouseman within 30 days after the date hereof or such later date as Administrative Agent may specify in its discretion.

          Section 7. Insurance. Each Grantor will, at its own expense, maintain insurance with respect to its Inventory in accordance with the requirements of Section 9.3 of the Credit Agreement.

          Section 8. Post-Closing Changes; Collections on Receivables and Related Contracts. (a) No Grantor will change its name, type of organization, jurisdiction of organization, organizational identification number or location from those set forth in Section 4(a) of this Agreement without first giving at least 30 days’ prior written notice to the Administrative Agent and taking all action required by the Administrative Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Related Contracts, and will permit representatives of the Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and other documents. If any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Administrative Agent of such organizational identification number.

          (b) Except as otherwise provided in this subsection (b), each Grantor will continue to collect, at its own expense, all amounts due or to become due such Grantor in respect of the Receivables and under the Related Contracts. In connection with such collections, such Grantor may take (and, at the Administrative Agent’s direction, will take) such action as such Grantor or the Administrative Agent may deem necessary to enforce collection of the Receivables and Related Contracts; provided, however, that the Administrative Agent shall have the right at any time upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the obligors in respect of any Receivables and under any Related Contracts of the assignment of such Receivables and

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Related Contracts to the Administrative Agent and to direct such obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary indorsement) and if any Event of Default shall have occurred and be continuing, applied as provided in Section 13(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Related Contract, release wholly or partly any obligor thereof or allow any credit or discount thereon. No Grantor will permit or consent to the subordination of its right to payment of any Receivables or amount due under any Related Contracts to any other indebtedness or obligations of the obligor thereof.

          Section 9. Transfers and Other Liens. Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the 2005 Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the 2005 Credit Agreement.

          Section 10. Administrative Agent Appointed Attorney in Fact. Each Grantor hereby irrevocably appoints the Administrative Agent such Grantor’s attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time upon the occurrence and during the continuance of an Event of Default, in the Administrative Agent’s discretion, to take any action and to execute any instrument that the Administrative Agent may reasonably request to accomplish the purposes of this Agreement, including, without limitation:

     (a) to obtain and adjust insurance required to be paid to the Administrative Agent pursuant to Section 7,

     (b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

     (c) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, and

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     (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce compliance with the rights of the Administrative Agent with respect to any of the Collateral.

          Section 11. Administrative Agent May Perform. If any Grantor fails to perform any agreement contained herein, the Administrative Agent may, but without any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by such Grantor under Section 14.

          Section 12. The Administrative Agent’s Duties. (a) The powers conferred on the Administrative Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

          (b) Anything contained herein to the contrary notwithstanding, the Administrative Agent may from time to time, when the Administrative Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Administrative Agent hereunder with respect to all or any part of the Collateral. In the event that the Administrative Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent, in addition to the Administrative Agent, for the ratable benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Administrative Agent, with all rights, powers, privileges, interests and remedies of the Administrative Agent hereunder with respect to such Collateral, and (iii) the term “Administrative Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Administrative Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Administrative Agent.

          Section 13. Remedies. If any Event of Default shall have occurred and be continuing:

     (a) The Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC and also may: (i)

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require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other commercially reasonable terms; (iii) occupy any premises owned or leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; and (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision, in respect of the Receivables, the Related Contracts and the other Collateral, and (B) exercise all other rights and remedies with respect to the Receivables, the Related Contracts and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

     (b) Any cash held by or on behalf of the Administrative Agent and all cash proceeds received by or on behalf of the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 14) in whole or in part by the Administrative Agent for the ratable benefit of the Secured Parties against, all or any part of the Secured Obligations, in the following manner:

     (i) first, paid to the Administrative Agent for any amounts then owing to the Administrative Agent pursuant to Section 14.2 of the 2005 Credit Agreement or otherwise under the Loan Documents; and

     (ii) second, ratably paid to the other Secured Parties for the Secured Obligations.

     Any surplus of such cash or cash proceeds held by or on the behalf of the Administrative Agent and remaining after payment in full of all the Secured Obligations shall be promptly paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive such surplus.

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     (c) All payments received by any Grantor in respect of the Collateral shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary indorsement).

          Section 14. Indemnity and Expenses. (a) Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

          (b) Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Administrative Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Administrative Agent or the other Secured Parties hereunder or (iv) the failure by such Grantor to perform or observe any of the provisions hereof.

          Section 15. Amendments; Waivers; Additional Grantors; Etc. (a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Administrative Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

          (b) Upon the execution and delivery by any Person of a security agreement supplement in substantially the form of Exhibit A hereto (each a “Security Agreement Supplement”), such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement and the other Loan Documents to “Grantor” shall also mean and be a reference to such Additional Grantor, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and be a reference to the Collateral granted by such Additional Grantor and each reference in this Agreement to a Schedule shall also mean and be a reference to the schedules attached to such Security Agreement Supplement.

          Section 16. Notices, Etc. All notices and other communications provided for hereunder shall be either (i) in writing (including telegraphic, telecopier or telex communication) and mailed, telegraphed, telecopied, telexed or otherwise delivered or (ii) by electronic mail (if

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electronic mail addresses are designated as provided below) confirmed immediately in writing, in the case of the Borrower or the Administrative Agent, addressed to it at its address specified in the 2005 Credit Agreement and, in the case of each Grantor other than the Borrower, addressed to it at its address set forth opposite such Grantor’s name on the signature pages hereto or on the signature page to the Security Agreement Supplement pursuant to which it became a party hereto; or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and other communications shall, when mailed, telegraphed, telecopied, telexed, sent by electronic mail or otherwise, be effective when deposited in the mails, delivered to the telegraph company, telecopied, confirmed by telex answerback, sent by electronic mail and confirmed in writing, or otherwise delivered (or confirmed by a signed receipt), respectively, addressed as aforesaid; except that notices and other communications to the Administrative Agent shall not be effective until received by the Administrative Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Security Agreement Supplement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

          Section 17. Continuing Security Interest; Assignments under the 2005 Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Revolving Credit Termination Date and (iii) the termination or expiration of all Letters of Credit, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the 2005 Credit Agreement (including, without limitation, all or any portion of its Revolving Credit Commitment, the Revolving Credit Loans owing to it and the Revolving Credit Note (or Notes), if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 14.10 of the 2005 Credit Agreement.

          Section 18. Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents in form and substance reasonably satisfactory to the Administrative Agent as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in

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accordance with Section 2.3 of the 2005 Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.3 of the 2005 Credit Agreement.

          (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Revolving Credit Termination Date and (iii) the termination or expiration of all Letters of Credit, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

          Section 19. Security Interest Absolute. The obligations of each Grantor under this Agreement are independent of the Secured Obligations or any other obligations of any other Grantor under or in respect of the Loan Documents and the Additional Secured Agreements, and a separate action or actions may be brought and prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is brought against such Grantor or any other Grantor or whether such Grantor or any other Grantor is joined in any such action or actions. All rights of the Administrative Agent and the other Secured Parties and the pledge, assignment and security interest hereunder, and all obligations of each Grantor hereunder, shall be irrevocable, absolute and unconditional irrespective of, and each Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following:

     (a) any lack of validity or enforceability of any Loan Document, any Additional Secured Agreement or any other agreement or instrument relating thereto;

     (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other obligations of any other Credit Party under or in respect of the Loan Documents, the Additional Secured Agreements or any other amendment or waiver of or any consent to any departure from any Loan Document or Additional Secured Agreement including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to any Credit Party or any of its Subsidiaries or otherwise;

     (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations;

     (d) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of any other Grantor under or in respect of the Loan Documents, the Additional Secured Agreements or any other assets of any Credit Party or any of its Subsidiaries;

     (e) any change, restructuring or termination of the corporate structure or existence of any Credit Party or any of its Subsidiaries;

Jones Apparel
Security Agreement

12

     (f) any failure of any Secured Party to disclose to any Grantor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Grantor now or hereafter known to such Secured Party (each Grantor waiving any duty on the part of the Secured Parties to disclose such information);

     (g) the failure of any other Person to execute this Agreement or any other Collateral Document, guaranty or agreement or the release or reduction of liability of any Grantor or other grantor or surety with respect to the Secured Obligations; or

     (h) any other circumstance (other than release of such Grantor pursuant to Section 18, but including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, such Grantor or any other Grantor or a third party grantor of a security interest.

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Credit Party or otherwise, all as though such payment had not been made.

          Section 20. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

          Section 21. Governing Law; Consent to Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

          (b) Each of the parties hereby irrevocably consents to the personal jurisdiction of the state and federal courts located in New York County, New York, in any action, claim or other proceeding arising out of any dispute in connection with this Agreement, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations. Each of the parties hereby irrevocably consents to the service of a summons and complaint and other process in any action, claim or proceeding brought by any other party hereto in connection with this Agreement, any rights or obligations hereunder, or the performance of such rights and obligations, on behalf of itself or its property, in the manner specified in Section 16. Nothing in this Section 21 shall affect the right of any of the parties hereto to serve legal process in any other manner permitted by Applicable Law or affect the right of any of the parties hereto to bring any action or proceeding against any other party hereto or its properties in the courts of any other jurisdictions.

          (c) EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES IT IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF,

Jones Apparel
Security Agreement

13

CONNECTED WITH OR RELATING TO THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

[signatures appear on the following pages]

Jones Apparel
Security Agreement

14

     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Address for Notices:	ENERGIE KNITWEAR, INC.
1441 Broadway
New York, New York 10018	By	/s/ Joseph T. Donnalley
		Name: Joseph T. Donnalley
		Title:   Vice President & Assistant Secretary

Address for Notices:	JONES APPAREL GROUP USA, INC.
180 Rittenhouse Circle
Bristol, Pennsylvania 19007	By	/s/ Joseph T. Donnalley
		Name: Joseph T. Donnalley
		Title:   Treasurer

Address for Notices:	JONES INVESTMENT CO. INC.
1007 Orange Street, Suite 225
Wilmington, Delaware 19801	By	/s/ Joseph T. Donnalley
		Name: Joseph T. Donnalley
		Title:   Vice President/Finance, Treasurer and Assistant Secretary

Address for Notices:	JONES JEANSWEAR GROUP, INC.
1441 Broadway
New York, New York 10018	By	/s/ Joseph T. Donnalley
		Name: Joseph T. Donnalley
		Title:   Vice President & Assistant
		Secretary

Address for Notices:	JONES RETAIL CORPORATION
180 Rittenhouse Circle
Bristol, Pennsylvania 19007	By	/s/ Joseph T. Donnalley
		Name: Joseph T. Donnalley
		Title:   Vice President & Treasurer

[signature page]

Jones Apparel
Security Agreement

Address for Notices:	L.E.I. GROUP, INC.
1441 Broadway
New York, New York 10018	By	/s/ Joseph T. Donnalley
		Name:  Joseph T. Donnalley
		Title:   Vice President & Assistant
		Secretary

Address for Notices:	NINE WEST DEVELOPMENT CORPORATION
1007 Orange Street, Suite 225
Wilmington, Delaware 19801	By	/s/ Joseph T. Donnalley
		Name: Joseph T. Donnalley
		Title:   Vice President/Finance, Treasurer and Assistant
		Secretary

Address for Notices:	NINE WEST FOOTWEAR CORPORATION
1129 Westchester Avenue
White Plains, New York 10604	By	/s/ Joseph T. Donnalley
		Name: Joseph T. Donnalley
		Title:   Treasurer

Address for Notices:	VICTORIA + CO LTD.
10 New Road
East Providence, RI 02916	By	/s/ Joseph T. Donnalley
		Name: Joseph T. Donnalley
		Title:   Assistant Secretary

[signature page]

Jones Apparel
Security Agreement

Accepted and agreed as of the date first above written:

WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Susan T. Gallagher
	Name:	Susan T. Gallagher
	Title:	Director

[signature page]

Jones Apparel
Security Agreement

Schedule I to the
Security Agreement

LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,
JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL
IDENTIFICATION NUMBER

		Chief
		Executive	Type of	Jurisdiction of	Organizational
Grantor	Location	Office	Organization	Organization	I.D. No.
Energie Knitwear, Inc.		1441 Broadway, New York, New York 10018	Corporation	Delaware	4631626
Jones Apparel Group USA, Inc.		180 Rittenhouse Circle, Bristol, Pennsylvania 19007	Corporation	Delaware	2725401
Jones Investment Co. Inc.		1007 Orange Street, Suite 225, Wilmington, Delaware 19801	Corporation	Delaware	2266760
Jones Jeanswear Group, Inc.		1441 Broadway, New York, New York 10018	Corporation	New York	N/A
Jones Retail Corporation		180 Rittenhouse Circle, Bristol, Pennsylvania 19007	Corporation	New Jersey	0100200097
L.E.I. Group, Inc.		1441 Broadway, New York, New York 10018	Corporation	Delaware	4631625
Nine West Development Corporation		1007 Orange Street, Suite 225, Wilmington, Delaware 19801	Corporation	Delaware	2646190
Nine West Footwear Corporation		1129 Westchester Avenue, White Plains, New York 10604	Corporation	Delaware	2362947
Victoria + Co Ltd.		10 New Road, East Providence, RI 02916	Corporation	Rhode Island	000088864

Schedule I to the
Jones Apparel
Security Agreement

Schedule II to the
Security Agreement

Trade Names

Grantor	Names
	JNY Blue
Jones Apparel Group Canada, LP	Jones New York Factory Store
	Jones New York
Jones Apparel Group USA, Inc.	Jones Apparel Group USA (DE), Inc. (New York only)
Jones Jeanswear Group, Inc.	Energie
	Erika
	Anne Klein
	Anne Klein New York
	AK Anne Klein
	Banister Shoe
	Banister Shoe Studio
	Banister/Easy Spirit
	Bandolino
	Banister Shoe
	e
	Enzo Angiolini
	Easy Spirit
	Easy Spirit Outlet
	Jones New York
	Jones New York Woman
	Jones New York Sport
	Jones New York Factory Stores
Jones Retail Corporation	Jones New York Country
	Jones New York Company Store
	Jones New York Country/Sport
	Jones New York Sport Factory Stores
	Jones New York Mens & Womens Suits
	Jones New York The Executive Suite
	Jones New York Factory Finale
	Kasper
	Nine West
	Nine West Apparel
	Nine West Lifestyle
	Nine West Outlet
	NW Clearance
	Nine West Clearance
	Rena Rowan
	Shoe Woo
	The Napier Factory Store

Schedule II to the
Jones Apparel
Security Agreement

Schedule III to the
Security Agreement

CHANGES IN NAME, LOCATION, ETC.

			Changed Chief	Changed		Changed
	Changed	Changed	Executive	Type of	Changed	Organizational
Grantor	Names	Location	Office	Organization	Jurisdiction	I.D. No.
Energie Knitwear, Inc.
Jones Apparel Group USA, Inc.	1/23/2004: Kasper A.S.L., Ltd. changed its name to Kasper, Ltd.				Delaware
	1/1/2007: Jones Apparel Group USA, Inc. (a PA corporation) merged into Kasper, Ltd., which thereupon changed its name to Jones Apparel Group USA, Inc.
Jones Investment Co. Inc.			10/20/2006: moved from 200 West Ninth Street Plaza, Suite 700, Wilmington, Delaware 19801 to 1007 Orange Street, Suite 225, Wilmington, Delaware 19801
Jones Jeanswear	1/6/2005:
Group, Inc.	Norton McNaughton of Squire, Inc. changed its name to McNaughton Apparel Group Inc.
	5/27/2008:
	McNaughton Apparel Group Inc. changed its name to Jones Jeanswear Group, Inc.
Jones Retail Corporation
L.E.I. Group, Inc.

Schedule III to the
Jones Apparel
Security Agreement

			Changed Chief	Changed		Changed
	Changed	Changed	Executive	Type of	Changed	Organizational
Grantor	Names	Location	Office	Organization	Jurisdiction	I.D. No.
Nine West Development Corporation			10/20/2006: moved from 200 West Ninth Street Plaza, Suite 700, Wilmington, Delaware 19801 to 1007 Orange Street, Suite 225, Wilmington, Delaware 19801
Nine West Footwear Corporation
Victoria + Co Ltd.

Jones Apparel
Security Agreement

2

Schedule IV to the
Security Agreement

LOCATION OF INVENTORY

[See Attached.]

Schedule IV to the
Jones Apparel
Security Agreement

Jones Apparel Group, Inc.

Warehouse/Distribution Center Locations with Wholesale Inventory
As of 12/22/08

1.	1245 Forest Parkway	Leased
	West Deptford, NJ 08066
2.	1250 Forest Parkway	Leased
	West Deptford, NJ 08066
3.	10 New Road	Leased
	East Providence, RI 02916
4.	99 Motivation Drive	Leased
	Lawrenceburg, TN 38464
5.	2350 W.O. Smith Drive	Leased
	Lawrenceburg, TN 38464
6.	11891 Alameda Avenue	Leased
	Socorro, TX 79927
7.	170 Butts Street	Leased
	South Hill, VA 23970
8.	Gilbert West	Third-Party Logistics Warehouse
	6725 Kimbell Avenue
	Chino, CA 91710
9.	Gilbert West	Third-Party Logistics Warehouse
	15835 San Antonio Avenue
	Chino, CA 91710
10.	Gilbert East	Third-Party Logistics
	1000 Industrial Avenue
	Keasbey, NJ 08832
11.	338 Applewood Crest	Leased
	Vaughan, Ontario L4K 4B4

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
02505510007		0007	Prime Outlets - San Marcos	7/23/1993	7/31/2010	Active	SAN MARCOS FTY STORES @ WACHOV
02569810015		0015	Designer Outlet Gallery	8/30/1989	12/31/2009	Active	SECAUCUS OUTLET CENTER LLC
02569810016		0016	Prime Outlets - Birch Run	2/10/1992	11/30/2011	Active	BIRCH RUN OUTLETS II LLC
02569810017		0017	Prime Outlets - Kenosha	10/14/1989	12/31/2015	Active	PRIME OUTLETS AT PLEASANT PRAI
02569810018		0018	Kittery Premium Outlets	9/8/1989	4/30/2015	Active	KITTERY PREMIUM OUTLETS LLC
02569810019		0019	Liberty Village Premium Outlet	3/3/1990	3/31/2011	Active	CPG PARTNERS L.P.
02569810020		0020	Gilroy Premium Outlets	5/5/1990	9/30/2016	Active	GILROY PREMIUM OUTLETS LLC
02569810020		0020	Gilroy Premium Outlets	5/5/1990	9/30/2016	Active	GILROY PREMIUM OUTLETS LLC
02569810021		0021	Prime Outlets - Burlington	9/18/1996	9/30/2011	Active	THE OUTLET SHOPPES AT BURLINGT
02569810025		0025	Aurora Farms Premium Outlets	5/5/1990	3/31/2012	Active	CPG PARTNERS L.P.
02569810026		0026	Prime Outlets - Queenstown	8/9/1990	11/30/2011	Active	SECOND HORIZON GROUP LP
02569810027		0027	Prime Outlets - Perryville	8/18/1990	1/31/2009	Month-to-Month	SHOPS AT PERRYVILLE LLC
02569810028		0028	Prime Outlets - Williamsburg	5/9/1997	8/31/2009	Active	WILLIAMSBURG OUTLETS LLC
02569810030		0030	Silverthorne Factory Stores	6/17/1996	8/31/2013	Active	CRAIG REALTY GROUP SILVERTHORN
03093120030		0030	Silverthorne Factory Stores	6/17/1996	8/31/2013	Active	CRAIG REALTY GROUP SILVERTHORN
02569810031		0031	Desert Hills Premium Outlets	11/16/1990	8/31/2012	Active	CPG PARTNERS L.P.
02569810033		0033	The Crossings Premium Outlets	3/6/1996	12/31/2011	Active	CHELSEA POCONO FINANCE, LLC
02569810035		0035	Lighthouse Place Prem. Outlets	7/12/1991	1/31/2010	Active	LIGHTHOUSE PLACE PREMIUM OUTLE
02569810037		0037	Craig Realty Group Hillsboro	1/25/1992	1/31/2009	Month-to-Month	CRAIG REALTY GROUP--HILLSBORO
03069510037		0037	Prime Outlets - Hillsboro	1/25/1992	1/31/2009	Month-to-Month	CRAIG REALTY GROUP--HILLSBORO
02569810040		0040	Prime Outlets - Ellenton	10/3/1991	2/29/2012	Active	GULF COAST FTY SHOPS LP/WACHOV
02569810042		0042	Prime Outlets - Naples	12/31/1991	12/31/2009	Active	CORAL ISLE FTY SHOPS LP/WACHOV
02569810043		0043	Prime Outlets - San Marcos	2/21/1996	3/31/2018	Active	SAN MARCOS FTY STORES @ WACHOV
02569810052		0052	Osage Beach Premium Outlets	5/7/1993	4/30/2014	Active	CPG PARTNERS L.P.
02502110053		0053	Jones New York	4/22/1992	2/28/2011	Active	EDWARD M. PAUL
02569810057		0057	Rockvale Square	9/3/1993	5/31/2010	Active	ROCKVALE OUTLETS
02569810058		0058	Lake George Plaza	5/19/1992	10/31/2010	Active	LAKE GEORGE PLAZA LLC, C/O GRE
02569810066		0066	Silver Sands Factory Outlet	8/12/1992	7/31/2013	Active	SILVER SANDS JOINT VENTURE PAR
02569810068		0068	Prime Outlets - Calhoun	6/29/1996	6/30/2013	Active	CALHOUN OUTLETS LLC C/O WACHOV
02502510077		0077	Fresh Market Shoppes	7/27/1993	9/30/2010	Active	WRI-SRP HILTON HEAD LLC
02569810099		0099	Santa Fe Factory Stores	11/22/1993	5/31/2010	Active	FASHION OUTLETS OF SANTA FE LL
03095420101		0101	Stamford Towne Center	8/23/1983	1/31/2010	Active	STAMFORD TOWN CENTER
02569810212		0212	Prime Outlets - Fremont	3/30/1994	12/31/2011	Active	THE OUTLET SHOPPES AT FREMONT
02569810220		0220	Tanger Center - Riverhead	7/1/1994	7/31/2009	Active	TANGER PROPERTIES LP
02569810224		0224	Prime Outlets - Grove City	8/19/1994	8/31/2011	Active	GROVE CITY FTRY SHOPS LP & WAC
02569810232		0232	Tanger Center - Vero Beach	10/23/1994	1/31/2009	Active	VERO FASHION OUTLETS LLC
02569810237		0237	Prime Outlets - Pismo Beach	11/23/1994	12/31/2013	Active	PRIME OUTLETS @ PISMO BEACH LL

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
02569810243		0243	The Outlets at Hershey	10/15/1994	10/31/2009	Active	FSH ASSOCIATES, L.P.
02569810245		0245	Napa Premium Outlets	11/16/1994	4/30/2013	Active	CHELSEA FINANCING PARTNERSHIP,
02569810270		0270	Waterloo Premium Outlets	4/7/1995	4/30/2012	Active	WATERLOO PREMIUM OUTLETS LLC
02569810272		0272	Penn’s Purchase Factory Outlet	5/20/1995	5/19/2010	Active	PENN’S PURCHASE FACTORY OUTLET
02569810276		0276	Circle Factory Outlet Center	4/15/1995	4/30/2010	Active	CIRCLE FACTORY OUTLET LLC
02569810284		0284	Tanger Outlet - Rehoboth Beach	6/16/1995	6/30/2013	Active	COROC/REHOBOTH I LLC
02569810295		0295	Tanger Center - Sanibel	12/16/1995	1/31/2013	Active	TANGER PROPERTIES LP
02501910296		0296	Woodbury Commons Premium Outle	9/9/1995	8/31/2013	Active	CPG PARTNERS L.P.
02501910305		0305	Prime Outlets - Birch Run	9/15/1995	1/31/2013	Active	BIRCH RUN OUTLETS II LLC
02501910306		0306	Liberty Village Premium Outlet	3/9/1996	12/31/2010	Active	CPG PARTNERS L.P.
02569810309		0309	N. Georgia Premium Outlets	5/4/1996	5/31/2009	Active	CPG PARTNERS L.P.
02569810312		0312	Clinton Crossing Premium Outle	8/16/1996	8/31/2016	Active	CPG PARTNERS L.P.
02502510315		0315	Liberty Village Premium Outlet	4/25/1996	3/31/2012	Active	CPG PARTNERS L.P.
02502510316		0316	Circle Factory Outlet Center	4/11/1996	4/30/2009	Active	CIRCLE FACTORY OUTLET LLC
02501910320		0320	Silverthorne Factory Stores	7/26/1996	11/30/2010	Active	CRAIG REALTY GROUP SILVERTHORN
02502510328		0328	Penn’s Purchase Factory Outlet	7/25/1996	5/31/2010	Active	PENN’S PURCHASE FACTORY OUTLET
02502510329		0329	Tanger Center - Riverhead	7/4/1996	7/31/2014	Active	TANGER PROPERTIES LP
02501910338		0338	Gilroy Premium Outlets	10/31/1996	1/31/2017	Active	GILROY PREMIUM OUTLETS LLC
02501910338		0338	Gilroy Premium Outlets	10/31/1996	1/31/2017	Active	GILROY PREMIUM OUTLETS LLC
02569810340		0340	Prime Outlet - Gaffney	10/18/1996	12/31/2010	Active	GAFFNEY OUTLETS LLC
02569810355		0355	Lakes Region Factory Stores	4/30/1997	4/30/2017	Active	COROC/LAKES REGION LLC
02501910356		0356	Hilton Head Factory Stores	5/2/1997	1/31/2010	Active	COROC/HILTON HEAD I LLC
02569810358		0358	Prime Outlets - Lee	5/22/1997	6/30/2009	Active	LEE OUTLETS LLC
02501910359		0359	Prime Outlets - Lee	5/22/1997	5/31/2009	Active	LEE OUTLETS LLC
02502510365		0365	Oak Creek Factory Outlets	12/15/1992	12/31/2012	Active	OAKCREEK LTD LLC
02569810369		0369	Fancy Fair Mall	5/22/1997	3/31/2012	Active	FANCY FAIR
02569810373		0373	Tanger Outlet - Myrtle Beach	11/15/2002	1/31/2010	Active	COROC/MYRTLE BEACH LLC
02501910377		0377	The Outlets at Hershey	8/1/1997	1/31/2013	Active	FSH ASSOCIATES, L.P.
02569710381		0381	Jackson Outlet Village	7/5/1997	7/31/2009	Active	CPG PARTNERS L.P.
02569810392		0392	Seaside Factory Outlet Center	8/2/1997	12/31/2013	Active	NORTHWEST CAPITAL INVESTMENT G
03095420403		0403	Baybrook Mall	7/2/1984	12/31/2012	Active	BAYBROOK MALL LP-0403
02569810406		0406	Prime Outlets - Hagerstown	9/15/2005	9/30/2010	Active	OUTLET VILLAGE OF HAGERSTOWN L
02569610408		0408	Tanger Center - Kensington	3/2/1998	3/31/2013	Active	TANGER PROPERTIES LIMITED PART
02569710410		0410	Las Vegas Outlet Center	3/13/1998	1/31/2012	Active	CHELSEA LAS VEGAS HOLDINGS LLC
02501910411		0411	Jones New York Country	5/24/1998	5/31/2010	Active	ANGIE PETROS
02501910413		0413	Factory Stores at Lincoln City	5/22/1998	12/31/2013	Active	COROC/LINCOLN CITY LLC
02569810414		0414	Viejas Outlet Center	5/8/1998	12/31/2011	Active	VIEJAS OUTLET CENTER
02569610416		0416	Potomac Mills	5/5/1998	1/31/2011	Active	MALL AT POTOMAC MILLS LLC
02569810421		0421	St. Augustine Factory Outlets	7/31/1999	7/31/2009	Active	LVP ST AUGUSTINE OUTLETS LLC
02569610425		0425	Designer Place	5/4/1998	2/22/2022	Active	VF OUTLET INC.

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
02569610426		0426	Wrentham Premium Outlets	3/3/1998	10/31/2017	Active	CPG PARTNERS L.P.
02501910427		0427	Carlsbad Premium Outlets	6/6/1998	6/30/2016	Active	CPG CARLSBAD HOLDINGS LLC
02569610444		0444	Leesburg Corner Premium Outlet	10/22/1998	1/31/2016	Active	CPG PARTNERS L.P.
02569610447		0447	Camarillo Premium Outlets	2/24/1995	2/28/2015	Active	CPG PARTNERS L.P.
02569610448		0448	Great Lakes Crossing	11/12/1998	1/31/2010	Active	TAUBMAN AUBURN HILLS ASSOCIATE
02569810450		0450	Woodburn Company Stores	7/25/1999	7/31/2010	Active	CRAIG REALTY GROUP-WOODBURN LL
02569610453		0453	Albertville Premium Outlets	4/18/2000	4/30/2010	Active	CPG PARTNERS L.P.
02501910456		0456	Gettysburg Village Factory Sto	10/1/2000	1/31/2010	Active	GETTYSBURG OUTLET CENTER LP
02501910462		0462	Arundel Mills	11/17/2000	1/1/2011	Active	ARUNDEL MILLS SHOPPING CTR
02569810463		0463	Concord Mills	3/24/2001	3/31/2011	Active	CONCORD MILLS SHOPPING MALL
02569810464		0464	St. Helena Premium Outlets	9/8/2001	6/30/2011	Active	ST. HELENA OUTLET PARTNERS L.P
02569610467		0467	Petaluma Village Premium Outle	6/24/2001	6/30/2011	Active	CPG PARTNERS L.P.
02569810468		0468	Carlsbad Company Stores	4/1/2002	3/31/2012	Active	CPG CARLSBAD HOLDINGS LLC
02569810471		0471	Orlando Premium Outlets	11/30/2001	11/30/2011	Active	CHELSEA ORLANDO DEVELOPMENT, L
02569810473		0473	Olde Lafayette Village	3/23/2002	12/31/2012	Active	OLDE LAFAYETTE VILLAGE
02569610474		0474	Allen Premium Outlets	3/23/2002	3/31/2012	Active	CHELSEA ALLEN DEVELOPMENT, L.P
02569810475		0475	Vacaville Premium Outlets	4/17/2003	4/30/2013	Active	CPG FINANCE II, LLC
02569810476		0476	Prime Outlets - Lebanon	4/10/1998	1/31/2012	Active	PRIME OUTLETS @ LEBANON LP/WAC
02569810477		0477	Jones New York Building	8/1/1993	8/31/2015	Active	JYN RETAIL CORP.
02569810478		0478	Denney Block	8/21/1989	9/30/2009	Active	THE DENNEY BLOCK LLC
02569810479		0479	Hampshire Self Storage	10/1/2007	10/31/2009	Active	HAMPSHIRE SELF STORAGE - CENTR
02569810479		0479	Woodbury Commons Premium Outle	3/25/1989	8/31/2010	Active	CPG PARTNERS L.P.
02501910480		0480	Desert Hills Premium Outlets	9/16/1995	11/30/2012	Active	CPG PARTNERS L.P.
02569810481		0481	Tanger Center - Gonzales	2/14/1998	1/31/2012	Active	TANGER PROPERTIES LP
02569810482		0482	Edinburgh Premium Outlet	4/18/1998	4/30/2011	Active	CPG PARTNERS L.P.
02569810484		0484	Las Vegas Premium Outlets	8/1/2003	8/31/2013	Active	SIMON/CHELSEA LAS VEGAS DEVELO
02501910488		0488	Sands Shopping Center	9/9/2003	9/30/2013	Active	G & L BUILDING CORP.
02569810493		0493	Tanger Center - Myrtle Beach	5/21/2004	5/31/2014	Active	TWMB ASSOCIATES, LLC
03002110494		0494	Seattle Premium Outlets	5/5/2005	5/31/2015	Active	CPG PARTNERS L.P.
02569610498		0498	Cape Cod Factory Mall	6/25/2004	12/31/2008	Active	HIGH ROCK FACTORY OUTLET ROAD
03069810499		0499	Chicago Premium Outlets	12/10/2004	11/30/2014	Active	SIMONCHELSEA DEVEL LLC
03069810505		0505	CPG Tinton Falls Urban Renewal	9/12/2008	1/31/2019	Active	TINTON FALLS PREMIUM OUTLETS
03069810506		0506	Philadelphia Premium Outlets	9/10/2007	1/31/2018	Active	CHELSEA LIMERICK HOLDINGS LLC
03069810507		0507	Round Rock Premium Outlets	6/1/2006	8/31/2016	Active	CPG ROUND ROCK L.P.
03069810508		0508	Grapevine Mills	12/16/2004	12/31/2009	Active	GRAPEVINE MILLS SHOPPING CTR
03069810510		0510	Jones New York	12/22/2004	12/31/2009	Active	FULLIN BROTHERS LAND COMPANY
03001910511		0511	Miromar Outlets	5/12/2005	5/31/2010	Active	MIROMAR OUTLET WEST, LLC
03069810512		0512	Tanger Outlet Center	8/4/2006	8/31/2011	Active	TANGER PROPERTIES LP
03069810513		0513	Rio Grande Outlets	9/7/2006	11/30/2016	Active	CPG MERCEDES L.P.
03069810514		0514	Fashion Outlets - Niagara	7/18/2005	7/31/2010	Active	FASHION OUTLET OF NIAGARA FALL

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03069810515		0515	Valley Mall Shopping Center	11/1/2005	9/30/2015	Active	VALLEY & PLAINFIELD ASSOCIATES
03069810516		0516	The Citadel	1/8/2006	1/31/2011	Active	CRAIG REALTY GROUP - CITADEL L
03069810517		0517	Sam Moon Shopping Center	11/4/2005	11/30/2010	Active	MOON VENTURES LTD
03069810518		0518	Tanger-Wisconsin Dell	7/28/2006	7/31/2011	Active	TANGER WISCONSIN DELLS, LLC
03069810520		0520	Tanger Outlet Center - Foley	3/20/2006	4/30/2011	Active	COROC/RIVIERA LLC
03069810521		0521	Festival Bay	8/21/2006	8/31/2011	Active	BT ORLANDO LIMITED PARTNERSHIP
03069810522		0522	Columbia Gorge Factory Stores	3/1/2006	5/31/2016	Active	CHELSEA FINANCING PARTNERSHIP,
03069810523		0523	Colorado Mills	11/20/2006	11/30/2009	Active	COLORADO MILLS MALL LP
03069810524		0524	The Outlet Shoppes at El Paso	8/13/2007	10/31/2012	Active	EL PASO OUTLET CENTER LLC
03069810525		0525	The Mall At The Source	11/22/2006	1/31/2017	Active	W&S ASSOCIATES L.P.
03069810526		0526	Pleasant Valley	7/10/2006	7/31/2016	Active	KIMCO REALTY CORP
03069810527		0527	Riverpoint Shopping Center	10/12/2006	10/31/2011	Active	RIVERPOINT SC SPRINGING
03069810530		0530	Tanger Outlets-The Arches	10/23/2008	10/31/2013	Active	DEER PARK ENTERPRISE LLC
03069810533		0533	Winter Garden Village	5/31/2007	1/31/2018	Active	COLE MT WINTER GARDEN FL LLC
03002110534		0534	Sam Moon	5/21/2007	4/30/2012	Active	SM CENTER WOODLANDS LTD.
03069810535		0535	The Forum at Olympia Parkway	5/23/2007	1/31/2018	Active	S.A. DEVELOPMENT COMPANY L.P.
03069810536		0536	Johnson Creek Premium Outlets	4/11/2007	1/31/2012	Active	CPG PARTNERS L.P.
03069810537		0537	Pine Island Marketplace	2/9/2008	1/31/2018	Active	CAPE CORAL LAND DEVELOPMENT LL
03069810538		0538	5401 West Oak Ridge Road	8/1/2007	1/31/2018	Active	ORLANDO OUTLET WORLD
03069810539		0539	The Walk	6/25/2007	6/30/2017	Active	ATLANTIC CITY ASSOCIATES NUMBE
03069810540		0540	The Arboretum	3/16/2007	1/31/2018	Active	ARBORETUM JOINT VENTURE
03069810541		0541	Lincoln Square	4/30/2007	1/31/2018	Active	LINCOLN SQUARE MALL LTD
03069810543		0543	Shops at Pembroke Gardens	8/27/2007	1/31/2018	Active	AD PEMBROKE LAND COMPANY LLC
03069810544		0544	Carolina Premium Outlets	9/5/2007	1/31/2018	Active	CPG FINANCE I, LLC - 6738
03069810545		0545	Houston Premium Outlets	3/27/2008	1/31/2019	Active	HOUSTON PREMIUM OUTLETS
03069810546		0546	Tanger Outlets-Pittsburg	8/29/2008	8/31/2013	Active	TANGER PROPERTIES LP
03069810547		0547	Prime Outlets at Gulfport	3/5/2008	3/31/2018	Active	GULFPORT FACTORY SHOPS LP
03069810548		0548	Tanger OUtlets - Locust Grove	10/19/2007	10/31/2012	Active	TANGER PROPERTIES LP
03069810554		0554	Portchester Shopping Center	2/26/2005	2/28/2015	Active	AVR-PORTCHESTER LLC
03069810556		0556	Factory Merchants - Branson	12/16/2004	11/30/2009	Active	CPG PARTNERS L.P.
03069810557		0557	Horizon Outlet Center	5/6/2004	5/31/2009	Active	PRE/TULARE LLC
03069810559		0559	Tanger Outlet Center	7/21/2008	7/31/2018	Active	TANGER PROPERTIES LTD.
03069810560		0560	Kimco Realty Corporation	8/22/2008	1/31/2019	Active	KIMCO NORTH TRUST II
03069810566		0566	700 Terminal Tower	10/31/2008	1/31/2014	Active	FOREST CITY COMMERCIAL MGMT IN
02617610602		0602	Liberty Village Premium Outlet	11/21/1999	12/31/2012	Active	CPG PARTNERS L.P.
02617610603		0603	Woodbury Commons Premium Outle	11/21/1986	12/31/2012	Active	CPG PARTNERS L.P.
02617610604		0604	Designer Outlet Gallery	11/21/1999	12/31/2009	Active	SECAUCUS OUTLET CENTER LLC
02617610605		0605	Desert Hills Premium Outlets	11/21/1999	12/31/2012	Active	CPG PARTNERS L.P.
02617610606		0606	Prime Outlets - San Marcos	11/21/1999	1/31/2012	Active	SAN MARCOS FTY STORES @ WACHOV
02617610607		0607	Clinton Crossing Premium Outle	11/21/1999	12/31/2012	Active	CPG PARTNERS L.P.

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
02617610608		0608	Waikele Premium Outlets	11/21/1999	12/31/2012	Active	CPG PARTNERS L.P.
02617610609		0609	Orlando Premium Outlets	9/2/2000	12/30/2012	Active	CHELSEA ORLANDO DEVELOPMENT, L
02617610611		0611	Tanger Center - Riverhead	8/17/2002	1/31/2013	Active	TANGER FACTORY OUTLET CENTER
02617610640		0640	Tanger Center - Kensington	10/25/2003	1/31/2011	Active	TANGER FACTORY OUTLET CENTER
02617610647		0647	Potomac Mills	9/30/2004	12/31/2010	Active	MALL AT POTOMAC MILLS LLC
03017610649		0649	Prime Outlets - Williamsburg	1/14/2005	1/31/2012	Active	WILLIAMSBURG OUTLETS LLC
02617610651		0651	Guam Factory Outlet	7/30/2004	7/31/2009	Active	GPO DELAWARE LLC
02617610653		0653	Highridge Plaza	11/15/2004	1/31/2009	S	NESHER LLP
03017610654		0654	Lighthouse Place Premium Outle	6/1/2005	6/30/2015	Active	LIGHTHOUSE PLACE PREMIUM OUTLE
03017610656		0656	Philadelphia Premium Outlets	9/10/2007	1/31/2018	Active	CHELSEA LIMERICK HOLDINGS LLC
03017610657		0657	Round Rock Premium Outlets	6/1/2006	8/31/2016	Active	CPG ROUND ROCK L.P.
03017610658		0658	Kittery Premium Outlets	2/22/2005	3/31/2015	Active	KITTERY PREMIUM OUTLETS LLC
03017610659		0659	Silverthorne Factory Stores	3/17/2005	3/31/2010	Active	CRAIG REALTY GROUP SILVERTHORN
03017610660		0660	Citadel Outlets Shopping Ctr	8/19/2005	9/30/2010	Active	CRAIG REALTY GROUP - CITADEL L
03017610661		0661	Gilroy Premium Outlets	12/3/2004	12/31/2014	Active	GILROY PREMIUM OUTLETS LLC
03017610662		0662	Great Mall of the Bay Area	11/26/2004	12/31/2009	Active	THE GREAT MALL AT MILPITAS
03017610663		0663	Camarillo Premium Outlets	9/28/1995	9/30/2015	Active	CPG PARTNERS L.P.
03017610665		0665	Leesburg Corner Premium Outlet	12/9/2000	12/31/2010	Active	CPG PARTNERS L.P.
03017610667		0667	Tanger Center - Rehoboth Beach	2/14/2005	3/31/2010	Active	COROC/REHOBOTH I LLC
03017610668		0668	Prime Outlets - Hagerstown	3/3/2005	3/31/2010	Active	OUTLET VILLAGE OF HAGERSTOWN L
03017610669		0669	Denny Block	4/13/2005	4/30/2010	Active	THE DENNY BLOCK LLC
03017610670		0670	Tanger Center - Myrtle Beach	2/7/2005	3/31/2010	Active	TWMB ASSOCIATES
03017610671		0671	Tanger Outlet - Foley	11/4/2005	11/30/2010	Active	COROC/RIVIERA LLC
03017610672		0672	Rio Grande Outlets	9/18/2006	11/30/2016	Active	CPG MERCEDES L.P.
03017610674		0674	Shops at Las Americas	5/20/2005	5/31/2010	Active	CHELSEA SAN DIEGO FINANCE LLC
03017610675		0675	N. Georgia Premium Outlets	5/1/2005	6/30/2015	Active	CPG PARTNERS L.P.
03017610676		0676	Allen Premium Outlets	11/17/2000	11/30/2010	Active	CHELSEA ALLEN DEVELOPMENT, L.P
03017610677		0677	Fashion Outlets - Niagara	7/18/2005	10/31/2010	Active	FASHION OUTLETS OF NIAGARA FAL
03017610680		0680	Sawgrass Mills	10/30/2006	11/30/2016	Active	SAWGRASS MILLS SHOPPING MALL
03017610681		0681	Carlsbad Premium Outlet	6/6/1998	6/30/2016	Active	CPG CARLSBAD HOLDINGS LLC
03017610682		0682	Anne Klein	5/24/1998	5/31/2010	Active	ANGIE PETROS
03017610683		0683	Prime Outlets - Lee	5/22/1997	5/31/2009	Active	LEE OUTLETS LLC
03017610684		0684	Wrentham Village Outlets	10/20/1997	10/31/2017	Active	CPG PARTNERS L.P.
03017610685		0685	The Crossings Premium Outlets	5/10/1996	1/31/2011	Active	CHELSEA POCONO FINANCE, LLC
03017610686		0686	Concord Mills	6/5/2006	12/31/2016	Active	CONCORD MILLS SHOPPING MALL
03017610687		0687	Tanger Outlet Center	8/4/2006	8/31/2011	Active	TANGER PROPERTIES LP
03017610688		0688	Tanger Outlets-The Arches	10/23/2008	10/31/2013	Active	DEER PARK ENTERPRISE LLC
03017610689		0689	The Outlet Shoppes at El Paso	8/13/2007	1/31/2013	Active	EL PASO OUTLET CENTER LLC
03017610690		0690	Las Vegas Premium Outlet	7/17/2007	1/31/2018	Active	SIMON/CHELSEA LAS VEGAS DEVELO
03017610693		0693	Vacaville Premium Outlets	8/10/2005	9/30/2015	Active	CPG FINANCE II, LLC

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03017610694		0694	Edinburgh Premium Outlets	10/19/2005	10/31/2015	Active	CPG PARTNERS L.P.
03017610695		0695	Tanger Factory Outlets	4/5/2005	4/30/2010	Active	COROC/HILTON HEAD I LLC
03017610696		0696	Winter Garden Village	5/31/2007	1/31/2018	Active	COLE MT WINTER GARDEN FL LLC
03017610697		0697	Sam Moon	5/21/2007	4/30/2012	Active	SM CENTER WOODLANDS LTD.
03017610698		0698	Prime Outlets- Birch Run	9/15/1995	1/31/2013	Active	BIRCH RUN OUTLETS II LLC
03095420701		0701	Washington Street	7/27/1984	1/31/2016	Active	25 EAST WASHINGTON ASSOC., LP
02616310703		0703	Prime Outlets - Williamsburg	2/2/2004	12/31/2011	Active	WILLIAMSBURG OUTLETS LLC
02616310705		0705	Hilton Head Factory Strs. 1, S	7/15/1995	10/31/2010	Active	RR HILTON HEAD
02616310706		0706	Prime Outlets - Ellenton	7/15/1995	5/31/2012	Active	GULF COAST FTY SHOPS LP/WACHOV
02616310707		0707	Sawgrass Mills Center	7/15/1995	3/31/2017	Active	SAWGRASS MILLS SHOPPING MALL
02616310708		0708	Tanger Outlet - Foley	7/15/1995	3/31/2010	Active	COROC/RIVIERA LLC
02616310709		0709	Tanger Center - Gonzales	7/15/1995	12/31/2013	Active	FACTORY FACTORY OUTLET CENTER
02616310710		0710	Gainesville Factory Shops	7/15/1995	1/31/2009	Month-to-Month	C U BUSINESS PARNTERS LLC
02616310711		0711	Prime Outlets - San Marcos	7/15/1995	5/31/2009	Active	SAN MARCOS FTY STORES @ WACHOV
02616310712		0712	Lake Elsinore Outlet Center	7/19/1995	2/28/2009	Active	CASTLE & COOKE LAKE ELSINORE C
02616310713		0713	Las Vegas Outlet Center	7/19/1995	8/31/2013	Active	E.J. FINANCIAL ENTERPRISES LLC
02616310714		0714	Craig Realty Group Hillsboro	7/27/1995	6/30/2009	Active	CRAIG REALTY GROUP--HILLSBORO
02616310715		0715	Franklin Mills	11/24/1995	12/31/2009	Active	FRANKLIN MILLS ASSOCIATES LP
02616310717		0717	Potomac Mills	4/13/1996	3/31/2013	Active	MALL AT POTOMAC MILLS LLC
02616310719		0719	N. Georgia Premium Outlets	5/11/1996	12/31/2012	Active	CPG PARTNERS L.P.
02616310720		0720	Edinburgh Premium Outlet	5/23/1996	12/31/2012	Active	CPG PARTNERS L.P.
02616310721		0721	Gilroy Premium Outlets	5/24/1996	12/31/2012	Active	GILROY PREMIUM OUTLETS LLC
02616310722		0722	Woodbury Commons Prem. Outlets	7/25/1996	12/31/2012	Active	CPG PARTNERS L.P.
02616310723		0723	Clinton Crossing Premium Outle	8/16/1996	12/31/2012	Active	CPG PARTNERS L.P.
02616310724		0724	Rockvale Square	10/4/1996	1/31/2013	Active	ROCKVALE OUTLETS
02616310725		0725	The Outlets at Vero Beach	10/12/1996	10/31/2009	Active	VERO FASHION OUTLETS LLC
02616310726		0726	Camarillo Premium Outlets	11/7/1996	12/31/2012	Active	CPG PARTNERS L.P.
02616310727		0727	Prime Outlet	11/8/1996	11/30/2010	Active	GAFFNEY OUTLETS LLC
02616310728		0728	Ontario Mills	11/14/1996	12/31/2012	Active	ONTARIO MILLS LP
02616310729		0729	Tanger Center - Kensington	11/15/1996	11/30/2011	Active	TANGER FACTORY OUTLET CENTER
02616310730		0730	Prime Outlets - Grove City	11/15/1996	11/30/2009	Active	GROVE CITY FTRY SHOPS LP & WAC
02616310731		0731	VF Desginer Place	4/5/1997	2/22/2022	Active	VF OUTLET INC.
02616310732		0732	Waterloo Premium Outlets	4/25/1997	12/31/2012	Active	WATERLOO PREMIUM OUTLETS LLC
02616310733		0733	Jackson Outlet Village	4/26/1997	4/30/2009	Active	CPG PARTNERS L.P.
02616310734		0734	Prime Outlets	5/3/1997	8/31/2017	Active	ORLANDO OUTLET OWNER LLC
02616310735		0735	Lighthouse Place Premium Outle	5/17/1997	12/31/2012	Active	LIGHTHOUSE PLACE PREMIUM OUTLE
02616310736		0736	Tanger Center - Riverhead	5/23/1997	6/30/2010	Active	TANGER FACTORY OUTLET CENTER
02616310736		0736	Tanger Center - Riverhead	5/23/1997	6/30/2010	Active	TANGER FACTORY OUTLET CENTER
02616310737		0737	Tanger Center - Five Oaks	9/22/1997	6/30/2012	Active	TANGER FACTORY OUTLET CENTER
02616310737		0737	Tanger Factory Outlet Center	9/22/1997	6/30/2012	Active	TANGER FACTORY OUTLET CENTER

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
02616310738		0738	Prime Outlets - Birch Run	10/4/1997	10/31/2009	Active	BIRCH RUN OUTLETS II LLC
02616310739		0739	Tanger Center - Commerce	10/10/1997	10/31/2010	Active	TANGER FACTORY OUTLET CENTER
02616310740		0740	The Crossings Premium Outlets	10/11/1997	10/31/2011	Active	CHELSEA POCONO FINANCE, LLC
02616310741		0741	Folsom Premium Outlets	4/10/1998	12/31/2012	Active	CHELSEA FINANCING PARTNERSHIP,
02616310742		0742	Prime Outlets - Lebanon	4/17/1998	4/30/2013	Active	PRIME OUTLETS @ LEBANON LP/WAC
02616310743		0743	Wrentham Premium Outlets	5/2/1998	12/31/2012	Active	CPG PARTNERS L.P.
02616310744		0744	Prime Outlets - Lee	5/23/1998	6/30/2009	Active	LEE OUTLETS LLC
02616310745		0745	St. Augustine Premium Outlets	5/30/1998	5/31/2010	Active	CPG PARTNERS L.P.
02616310746		0746	Tanger Center - Blowing Rock	6/3/1998	6/30/2011	Active	TANGER FACTORY OUTLET CENTER
02616310747		0747	Prime Outlets - Hagerstown	8/7/1998	1/31/2014	Active	OUTLET VILLAGE OF HAGERSTOWN L
02616310748		0748	Leesburg Corner Premium Outlet	10/9/1998	12/31/2012	Active	CPG PARTNERS L.P.
02616310750		0750	Liberty Village Premium Outlet	3/9/1996	12/31/2010	Active	CPG PARTNERS L.P.
02616310751		0751	Silver Sands Factory Outlet	5/30/1999	5/31/2009	Active	SILVER SANDS JV PARTNERS II PR
02616310752		0752	Prime Outlets - Queenstown	7/2/1999	7/31/2013	Active	SECOND HORIZON GROUP LP
02616310753		0753	Concord Mills	9/17/1999	9/30/2011	Active	CONCORD MILLS SHOPPING MALL
02616310754		0754	Carolina Premium Outlets	10/31/1999	12/31/2012	Active	CPG FINANCE I, LLC - 6738
02616310755		0755	Carlsbad Company Stores	12/12/1999	12/31/2011	Active	CPG CARLSBAD HOLDINGS LLC
02616310756		0756	The Outlets at Hershey	4/14/2000	4/30/2010	Active	FSH ASSOCIATES L.P.
02616310757		0757	Great Lakes Crossing	7/8/2000	6/30/2010	Active	TAUBMAN AUBURN HILLS ASSOC.
02616310758		0758	Desert Hills Premium Outlets	8/19/2000	12/31/2012	Active	CPG PARTNERS L.P.
02616310759		0759	Arundel Mills	11/17/2000	1/1/2014	Active	ARUNDEL MILLS SHOPPING CENTER
02616310760		0760	Tanger Center - Locust Grove	2/15/2003	2/28/2013	Active	TANGER FACTORY OUTLET CENTER
02616310762		0762	Allen Premium Outlets	3/21/2003	3/31/2013	Active	CHELSEA ALLEN DEVELOPMENT, L.P
02616310764		0764	Tanger Center - Myrtle Beach	5/23/2003	5/31/2013	Active	T.W.M.B. ASSOCIATES LLC
02616310765		0765	Discover Mills	7/19/2003	12/31/2010	Active	DISCOVER MILLS SHOPPING CTR
02616310766		0766	Northest Enterprise Inc	7/19/2003	1/31/2012	Active	NORTHEAST ENTERPRISES INC
02616310767		0767	Prime Outlets - Gulfport	7/9/2003	7/31/2013	Active	PRIME OUTLETS AT GULFPORT
02616310768		0768	Jersey Gardens Mall	7/26/2003	7/31/2009	Active	JG ELIZABETH LLC
02616310770		0770	Kasper	9/20/2003	9/30/2013	Active	ROXVILLE ASSOCIATES
02616310771		0771	Prime Outlets- Kenosha	7/9/2003	1/31/2010	Active	PRIME OUTLETS AT PLEASANT PRAI
02616310795		0795	Route 146 Millbury	5/7/2004	5/31/2014	Active	ROUTE 146 MILLBURY, LLC
02616310796		0796	Chicago Premium Outlets	5/19/2004	5/31/2014	Active	SIMONCHELSEA DEVEL LLC
02616310797		0797	Horizon Outlet Center	5/6/2004	5/31/2009	Active	PRE/TULARE LLC
02616310798		0798	Lake George Plaza	6/28/1997	6/30/2012	Active	LAKE GEORGE PLAZA LLC, C/O GRE
02616310799		0799	Lake Buena Vista Factory Store	5/27/2004	5/27/2009	Active	LAKE BUENA VISTA JOINT VENTURE
02616310800		0800	Crossville Premium Outlets	11/11/2004	11/30/2009	Active	CPG FINANCE II, LLC
02616310815		0815	Secaucus Outlet Center LLC	11/24/2004	11/30/2009	Active	SECAUCUS OUTLET CENTER LLC
03016310816		0816	Factory Merchants Branson	12/16/2004	11/30/2009	Active	CPG PARTNERS L.P.
03016310818		0818	Philadelphia Premium Outlets	9/10/2007	1/31/2018	Active	CHELSEA LIMERICK HOLDINGS LLC
03016310819		0819	Round Rock Premium Outlets	6/1/2006	8/31/2016	Active	CPG ROUND ROCK L.P.

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03016310820		0820	Grapevine Mills	11/26/2004	12/31/2009	Active	GRAPEVINE MILLS SHOPPING CTR
03016310821		0821	Katy Mills	12/19/2004	5/31/2009	Active	KATY MILLS SHOPPING MALL
03016310823		0823	Portchester Shopping Center	2/26/2005	2/28/2015	Active	AVR-PORTCHESTER LLC
03016310824		0824	The Maine Outlets	3/4/2005	3/31/2010	Active	CPG KITTERY HOLDINGS LLC
03016310825		0825	Tanger Outlet Center	8/4/2006	8/31/2011	Active	TANGER PROPERTIES LP
03016310826		0826	Festival Bay	7/29/2006	8/31/2011	Active	BT ORLANDO LIMITED PARTNERSHIP
03016310827		0827	Silverthorne Factory Outlet	7/26/1996	11/30/2010	Active	CRAIG REALTY GROUP SILVERTHORN
03016310828		0828	Tanger Outlets-The Arches	10/23/2008	10/31/2013	Active	DEER PARK ENTERPRISE LLC
03016310829		0829	Rio Grande Outlets	9/18/2006	11/30/2016	Active	CPG MERCEDES L.P.
03016310830		0830	Town Center North	5/15/2007	1/31/2018	Active	WOLFORD DEVELOPMENT INC.
03016310831		0831	The Outlet Shoppes at El Paso	7/9/2007	10/31/2012	Active	EL PASO OUTLET CENTER LLC
03016310832		0832	Houston Premium Outlets	3/27/2008	1/31/2019	Active	HOUSTON PREMIUM OUTLETS
03016310833		0833	Tanger Outlets-Pittsburg	8/29/2008	8/31/2013	Active	TANGER PROPERTIES LP
03016310838		0838	Miromar Outlets	11/1/2008	5/31/2010	Active	MIROMAR OUTLET WEST LLC
03016310841		0841	Jersey Shore Premium Outlets	9/12/2008	1/31/2019	Active	TINTON FALLS PREMIUM OUTLETS
03068310904		0904	Tanger Center - Hilton Head	4/5/2005	4/30/2010	Active	COROC/HILTON HEAD I LLC
03068310907		0907	Lighthouse Place Premium Outle	7/26/1997	7/31/2011	Active	LIGHTHOUSE PLACE PREMIUM OUTLE
03068310909		0909	Wrentham Premium Outlets	10/20/1997	10/31/2017	Active	CPG PARTNERS L.P.
03068310911		0911	Edinburgh Premium Outlets	10/19/2005	10/31/2015	Active	CPG PARTNERS L.P.
03068310915		0915	Vacaville Premium Outlets	8/10/2005	9/30/2015	Active	CPG FINANCE II, LLC
03068310917		0917	Prime Outlets- Hagerstown	9/15/2005	9/30/2010	Active	OUTLET VILLAGE OF HAGERSTOWN L
03068310918		0918	Allen Premium Outlets	11/11/2005	11/30/2015	Active	CHELSEA ALLEN DEVELOPMENT, L.P
02569410920		0920	Jones New York	5/28/1999	6/30/2009	Active	130 PRINCE ASSOCIATES LLC
03068310922		0922	Rockvale Square	5/4/2006	5/30/2011	Active	ROCKVALE OUTLETS
03068320925		0925	Colonial Pinnacle Turkey Creek	4/12/2006	4/30/2016	Active	PARKSIDE DRIVE LLC
03017611002		1002	Sam Moon	6/4/2007	7/31/2012	Active	MOON VENTURES LTD
03017611003		1003	St. Augustine Premium Outlets	7/21/2008	1/31/2019	Active	CPG PARTNERS LP
03017611004		1004	The Outlets at Hershey	8/1/1997	1/31/2013	Active	FSH ASSOCIATES, L.P.
03017611005		1005	Chicago Premium Outlets	9/11/2007	1/31/2018	Active	SIMONCHELSEA DEVEL LLC
03017611006		1006	Houston Premium Outlets	3/27/2008	1/31/2019	Active	HOUSTON PREMIUM OUTLETS
03017611008		1008	Prime Outlets at Pismo Beach	11/16/2007	1/31/2018	Active	PRIME OUTLETS @ PISMO BEACH LL
03017611011		1011	Tanger Center - Sanibel	7/31/2004	7/31/2009	Active	TANGER PROPERTIES LTD
03068421112		1112	Anne Klein	3/1/2006	11/30/2018	Active	PLAZA MADISON LLC
03068421120		1120	Mall At Green Hills	9/13/2006	9/30/2016	Active	GREEN HILLS MALL LLC
03068421121		1121	Plaza Frontenac	8/26/1994	9/30/2016	Active	PLAZA FRONTENAC
03068421124		1124	Nine West	7/28/2006	2/29/2028	Active	CARLO FRAIOLI
03068421128		1128	Copley Place	10/20/2006	1/31/2017	Active	COPLEY PLACE ASSOCIATES LLC
03047021132		1132	Somerset Collection M/A Dues	8/15/1996	1/31/2017	Active	SOMERSET COLLECTION MERCHANTS
03047021132		1132	Somerset LTD Partnership	8/15/1996	1/31/2017	Active	FRANKEL/FORBES-COHEN ASSOCIATE
03047021133		1133	Plaza Frontenac	8/26/1994	9/30/2016	Active	PLAZA FRONTENAC

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03047021134		1134	Westfield- Century City	8/16/2006	1/31/2017	Active	CENTURY CITY MALL LLC
03047021135		1135	Copley Place	10/20/2006	1/31/2017	Active	COPLEY PLACE ASSOCIATES LLC
03047021136		1136	San Francisco Shopping Center	9/28/2006	1/31/2017	Active	SAN FRANCISCO SHOPPING CENTRE
03047021137		1137	Mall at Green Hills	9/13/2006	9/30/2016	Active	GREEN HILLS MALL LLC
03047021138		1138	Carlo Fraioli	7/28/2006	2/29/2028	Active	CARLO FRAIOLI
03047021139		1139	Jones New York	5/28/1999	6/30/2009	Active	130 PRINCE ASSOCIATES LLC
03095421202		1202	Barton Creek Mall	10/20/1984	1/31/2015	Active	0145 BARTON CREEK -SPG(TX)LP
03092821205		1205	North Star Mall	3/25/1995	12/31/2013	Active	NS MALL PROPERTY LP
03092821206		1206	Fashion Center at Pentagon Cit	2/1/2003	1/31/2013	Active	1116 FASHION CENTER ASSOC,INC
03092821206		1206	Fashion Center at Pentagon Cit	7/1/2006	6/30/2009	Active	FASHION CENTER @ PENTAGON CITY
03092821206		1206	Fashion Center at Pentagon Cit	7/1/2006	6/30/2009	Active	FASHION CENTER @ PENTAGON CITY
03092821206		1206	Fashion Center at Pentagon Cit	11/3/2006	6/30/2009	Active	FASHION CENTER @ PENTAGON CITY
03092821207		1207	Embarcadero Center	11/18/1994	1/31/2015	Active	BOSTON PROPERTIES-EMBARCADERO
03092821208		1208	San Francisco Center	10/19/1994	6/30/2016	Active	WESTFIELD EMPORIUM LLC
03092821208		1208	San Francisco Center	3/1/2007	5/31/2009	Active	SAN FRANCISCO SHOPPING CTR ASS
03092821213		1213	Galleria at South Bay	8/16/1995	1/31/2016	Active	SOUTH BAY CENTER LLC
03092821218		1218	The Westchester	12/5/1998	6/30/2015	Active	4676 WESTCHESTER MALL LLC
03092821218		1218	The Westchester Storage	10/1/2006	1/31/2009	Month-to-Month	THE WESTCHESTER STORAGE
03092821223		1223	Bandolino	4/25/1995	12/31/2014	Active	SLG 331 MADISON LLC
03092821225		1225	Shops at Liberty Place	4/14/2004	4/13/2014	Active	LIBERTY PLACE RETAIL ASSOC. LP
03092821226		1226	Stonebriar Center	4/15/2004	1/31/2014	Active	STONEBRIAR MALL LIMITED PARTNE
03092821227		1227	The Avenues	5/5/2004	5/31/2014	Active	JACKSONVILLE AVENUES LP
03092821228		1228	Newport Centre Mall	12/10/2004	12/31/2014	Active	2810 NEWPORT CENTRE LLC
03092821229		1229	Memorial City Mall	12/1/2004	1/31/2015	Active	MEMORIAL CITY MALL
03092821230		1230	Pembroke Lakes Mall	4/1/2005	6/30/2015	Active	PEMBROKE LAKES MALL, LTD.
03092821230		1230	Pembroke Lakes Mall	5/12/2006	6/30/2015	Active	PEMBROKE PINES SELF STORAGE
03092821231		1231	The Shops at LaCantera	8/3/2005	9/30/2015	Active	THE SHOPS AT LA CANTERA
03092821233		1233	Fair Oaks Mall	1/17/2005	1/31/2015	Active	FAIRFAX COMPANY OF VIRGINIA LL
03092821234		1234	Lakeforest Center	1/31/2005	1/31/2015	Active	LAKEFOREST ASSOCIATES LLC
03092821236		1236	Westfield - Santa Anita	11/4/2005	1/31/2016	Active	WESTFIELD SANTA ANITA
03092821237		1237	Westfield Shoppingtown-CT	3/10/2006	6/30/2016	Active	THE CONNECTICUT POST LP
03092821238		1238	National Press Building	1/6/2006	1/31/2016	Active	PRESS BUILDING LLC
03092821239		1239	Union Station	2/1/2006	1/31/2016	Active	UNION STATION INVESTCO LLC
03092821241		1241	Broward Mall	8/1/2006	8/31/2016	Active	BROWARD MALL
03092821243		1243	Monmouth Mall	7/14/2006	7/31/2016	Active	EATONTOWN MONMOUTH MALL LLC
03092821244		1244	Montgomery Mall	8/28/2006	8/31/2016	Active	7710 MALL AT MONTGOMERYVILLE L
03092821245		1245	Freehold Raceway Mall	9/21/2006	1/31/2017	Active	FREE MALL ASSOCIATES LLC
03092821246		1246	Irvine Spectrum Center	5/1/2006	7/31/2016	Active	THE IRVINE COMPANY LLC
03092821247		1247	Charleston Town Center	6/15/2006	6/30/2016	Active	FOREST CITY MGMT. INC.
03092821248		1248	Westshore Plaza	6/2/2006	7/31/2016	Active	GLIMCHER WESTSHORE LLC

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03092821250		1250	Lakeline Mall	8/2/2006	8/31/2016	Active	LAKELINE DEVELOPERS
03092821251		1251	White Flint Mall	4/6/2007	4/30/2017	Active	WHITE FLINT MALL LLLP
03092821252		1252	Yorktown Shopping Center	6/5/2006	7/31/2016	Active	YORKTOWN HOLDINGS L.L.C.
03092821253		1253	South Hills Village	6/19/2006	7/31/2016	Active	SOUTH HILLS VILLAGE ASSOC. LP
03092821254		1254	The Shoppes at N. Brunswick	10/31/2007	10/31/2017	Active	STANBERY NORTH BRUNSWICK LLC
03092821255		1255	1329 Wisconsin Ave	12/15/2006	1/31/2017	Active	CW CAPITAL LLC
03092821256		1256	Independence Center	6/19/2006	8/31/2016	Active	SPG INDEPENDENCE CENTER LLC
03092821257		1257	The Promenade at Dos Lagos	10/27/2006	10/31/2016	Active	DOS LAGOS LIFESTYLE CENTER LLC
03092821258		1258	Coolsprings Galleria	10/13/2006	1/31/2017	Active	THE GALLERIA ASSOCIATES LP
03092821259		1259	Roosevelt Feild Mall	10/26/2006	10/31/2016	Active	4836 ROOSEVELT FIELD MALL
03092821260		1260	Paramus Park	9/29/2006	1/31/2017	Active	PARAMUS PARK SHOPPING CENTER
03092821261		1261	Friendly Center	1/26/2007	3/31/2017	Active	CBL-TRS JOINT VENTURE LLC
03092821263		1263	Regency Mall	10/6/2006	1/31/2017	Active	RACINE JOINT VENTURE II LLC
03092821264		1264	Crystal Mall	10/14/2006	1/31/2017	Active	CRYSTAL MALL LLC
03092821265		1265	South Plains Mall	9/14/2006	1/31/2017	Active	MACERICH LUBBOCK LIMITED PARTN
03092821266		1266	Chesterfield Town Center	9/18/2006	1/31/2017	Active	MACERICH PARTNERSHIP LP
03092821268		1268	Penn Square	4/16/2007	1/31/2017	Active	7603 PENN SQUARE MALL
03092821269		1269	Mall Del Norte Shopping Center	9/14/2006	1/31/2017	Active	MALL DEL NORTE LLC
03092821270		1270	Coral Square Mall	12/13/2006	1/31/2017	Active	CORAL CS LTD ASSOCIATES
03092821271		1271	Westfield South Shore	2/1/2007	1/31/2017	Active	WESTLAND SOUTHSHORE MALL LP
03092821272		1272	Tyrone Square Mall	10/24/2006	1/31/2017	Active	9690 TYRONE SQUARE
03092821273		1273	Treasure Coast Square	10/12/2006	1/31/2017	Active	9896-TREASURE COAST-JCP ASSOCI
03092821274		1274	Post Oak Mall	9/19/2006	1/31/2017	Active	POM-COLLEGE STATION LLC
03092821275		1275	Columbia Mall	3/26/2007	1/31/2017	Active	COLUMBIA MALL
03092821277		1277	Genesee Valley Center	11/20/2006	11/30/2016	Active	GENESSE VALLEY PARTNERS L.P.
03092821278		1278	Menlo Park Mall	9/8/2006	1/31/2018	Active	SHOPPING CENTER ASSOCIATES
03092821279		1279	College Mall	10/4/2006	10/31/2016	Active	0540 SIMON PROPERTY GROUP LP
03092821280		1280	Exton Mall	2/13/2007	1/31/2018	Active	PR EXTON LP
03092821283		1283	The Falls	10/3/1996	1/31/2027	Active	FALLS SHOPPING CENTER ASSOCIAT
03092821284		1284	Oak Court	6/30/1995	1/31/2017	Active	4668 SHOPPING CENTER ASSOC
03092821285		1285	Mall of Louisiana	10/29/1997	1/31/2017	Active	GGP MALL OF LOUISIANA LP
03092821288		1288	2251 Broadway	6/1/2007	12/31/2016	Active	2255 HOLDING CO.
03092821290		1290	Flordia Mall	5/10/2007	1/31/2018	Active	8544 FLORIDA MALL ASSOC LTD
03092821292		1292	Lakeside Mall	6/3/1999	6/30/2009	Active	CAUSEWAY ASSOCIATES
03093111511		1511	Johnson Premium Outlets	5/16/1998	12/31/2012	Active	CPG PARTNERS L.P.
03093111517		1517	Eagle Leasing Co.	9/6/2005	2/22/2022	Active	EAGLE LEASING CO.
03093111517		1517	Wrentham Premium Outlets	10/15/1997	10/31/2017	Active	CPG PARTNERS L.P.
03093111522		1522	Tanger Center - San Marcos	1/23/1998	1/31/2013	Active	TANGER PROPERTIES LTD PTSHP
03093111532		1532	Prime Outlets Jeffersonville	4/30/1998	1/31/2014	Active	OHIO FTY SHOPS PTNSH/WACHOVIA
03093111533		1533	Miromar Outlets	10/31/1998	10/31/2013	Active	MIROMAR OUTLET WEST LLC

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03093111536		1536	Franklin Mills	6/6/1998	12/31/2009	Active	FRANKLIN MILLS ASSOCIATES LP
03093111543		1543	Tanger Factory Outlet Center	2/1/1999	1/31/2009	Active	COROC/RIVIERA LLC
03093111545		1545	Factory Stores at Lincoln City	6/10/1999	5/31/2009	Active	COROC/LINCOLN CITY LLC
03093111602		1602	Tanger Center - Myrtle Beach	6/29/2002	6/30/2012	Active	TWMB ASSOCIATES, LLC.
03093111603		1603	Horizon Outlet Center	4/19/2002	4/30/2012	Active	PRE/LAUGHLIN (NV) LLC
03093111604		1604	Chicago Premium Outlets	5/19/2004	5/31/2014	Active	SIMONCHELSEA DEVEL LLC
03093111609		1609	Jersey Gardens Mall	8/7/2003	8/31/2013	Active	JG ELIZABETH LLC
03093111613		1613	Gettysburg Village Factory Sto	10/1/2000	10/31/2009	Active	GETTYSBURG OUTLET CENTER LP
03093111616		1616	The Mall at the Source	9/12/2004	9/30/2014	Active	3635 W & S ASSOCIATES L.P.
03093111618		1618	Clinton Premium Outlets	10/18/2003	10/31/2013	Active	CPG PARTNERS L.P.
03093111619		1619	Tanger Center - Locust Grove	10/20/2004	10/31/2009	Active	TANGER PROPERTIES LTD PARTNERS
03093111621		1621	Great Lakes Crossing	11/19/2004	1/31/2014	Active	TAUBMAN AUBURN HILLS ASSOC.
03093111623		1623	CPG Tinton Falls Urban Renewal	9/12/2008	1/31/2019	Active	TINTON FALLS PREMIUM OUTLETS
03093111624		1624	Philadelphia Premium Outlets	9/10/2007	1/31/2018	Active	CHELSEA LIMERICK HOLDINGS LLC
03093111625		1625	Round Rock Premium Outlets	6/1/2006	8/31/2016	Active	CPG ROUND ROCK L.P.
03093111626		1626	Lake Buena Vista Factory Store	4/16/2005	4/30/2010	Active	LAKE BUENA VISTA
03093111627		1627	Sands Shopping Center	5/27/2005	5/30/2010	Active	G & L BUILDING CORP.
03093111628		1628	Prime Outets at Hagerstown	6/29/2005	6/30/2010	Active	OUTLET VILLAGE OF HAGERSTOWN L
03093111629		1629	Tanger Outlet Center	8/4/2006	8/31/2011	Active	TANGER PROPERTIES LP
03093111630		1630	Rio Grande Outlets	9/7/2006	11/30/2016	Active	CPG MERCEDES L.P.
03093111631		1631	Louisiana Boardwalk	5/12/2005	5/31/2010	Active	LOUISIANA RIVERWALK LLC
03093111632		1632	Seattle Premium Outlets	5/5/2005	5/31/2015	Active	CPG PARTNERS L.P.
03093111633		1633	Concord Mills	11/6/2005	11/30/2015	Active	CONCORD MILLS SHOPPING MALL
03093111635		1635	Tanger - Wisconsin Dell	7/28/2006	7/31/2011	Active	TANGER WISCONSIN DELLS, LLC
03093111637		1637	Desert Hills Premium Outlets	9/16/1995	11/30/2012	Active	CPG PARTNERS L.P.
03093111638		1638	Fashion Outlets of Las Vegas	3/27/2006	1/31/2012	Active	FASHION OUTLET OF LAS VEGAS LL
03093111639		1639	Tanger Outlets-The Arches	10/23/2008	10/31/2013	Active	DEER PARK ENTERPRISE LLC
03093111640		1640	The Outlet Shoppes at El Paso	7/1/2007	1/31/2013	Active	EL PASO OUTLET CENTER LLC
03093111641		1641	Las Vegas Outlet Center	3/1/2007	1/31/2018	Active	CHELSEA LAS VEGAS HOLDINGS LLC
03093111642		1642	Winter Garden Village	7/16/2007	1/31/2018	Active	COLE MT WINTER GARDEN FL LLC
03093111643		1643	Coral Ridge Mall	3/19/2007	1/31/2013	Active	GUMBERG ASSEST MANAGEMENT CORP
03093111645		1645	Prime Outlets Pleasant Prairie	6/6/2007	6/30/2017	Active	PRIME OUTLETS AT PLEASANT PRAI
03093111646		1646	The Walk	6/15/2007	6/30/2017	Active	ATLANTIC CITY ASSOCIATES NUMBE
03093111649		1649	Tanger Outlets-Pittsburg	8/29/2008	8/31/2013	Active	TANGER PROPERTIES LP
03093111650		1650	Tanger Outlets - Gonzales	6/30/2007	8/31/2012	Active	TANGER PROPERTIES LP
03093111653		1653	Houston Premium Outlets	3/27/2008	1/31/2019	Active	HOUSTON PREMIUM OUTLETS
03093111655		1655	Hampshire Self Storage	10/19/2007	10/31/2009	Active	HAMPSHIRE SELF STORAGE - CENTR
03093111655		1655	Hampshire Self Storage	10/19/2007	10/31/2009	Active	HAMPSHIRE SELF STORAGE - CENTR
03093111656		1656	Tanger Outlets - Sevierville	6/30/2007	9/30/2012	Active	TANGER PROPERTIES LP
03095421901		1901	Copley Place	2/1/1995	7/31/2009	Active	7611-COPLEY PLACE ASSOCIATES,

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095422011		2011	Court at King Of Prussia	2/23/1985	1/31/2009	Month-to-Month	K O P
03095422012		2012	Woodland Hills Mall	7/19/1985	1/31/2014	Active	WOODLAND HILL MALL LLC
03095422015		2015	Quail Springs Mall	2/1/2004	1/31/2011	Active	DAYJAY ASSOCIATES
03095422017		2017	The Esplanade	10/9/1985	2/28/2018	Active	THE ESPLANADE
03095422018		2018	Montebello Town Center	9/20/1985	1/31/2016	Active	MONTEBELLO TOWN
03095422027		2027	Rosedale Center	9/7/1985	1/31/2011	Active	ROSEDALE CENTER
03095422029		2029	Horton Plaza	8/9/1985	6/30/2015	Active	HORTON PLAZA LLC
03095422030		2030	North Park Center	8/31/1985	4/20/2016	Active	NORTHPARK PARTNERS LP
03095422031		2031	Oglethorpe Mall	8/17/2006	7/31/2016	Active	GGP IVANHOE II INC.
03095422032		2032	Cumberland Mall	11/1/1985	12/31/2014	Active	CUMBERLAND MALL
03095422034		2034	North Star Mall	11/2/1985	2/28/2015	Active	NS MALL PROPERTY LP
03095422101		2101	Danbury Fair Mall	10/28/1986	12/31/2014	Active	DANBURY FAIR MALL LLC
03095422101		2101	Danbury Fair Mall	10/28/1986	12/31/2014	Active	DANBURY FAIR MALL LLC
03095422103		2103	Riverchase Galleria	2/19/1986	1/31/2017	Active	HOOVER MALL LIMITED, L.P.
03095422104		2104	Vernon Hills	3/5/1986	6/30/2017	Active	HAWTHORN LP
03095422105		2105	St. Louis Galleria	4/29/1986	8/31/2014	Active	SAINT LOUIS GALLERIA LLC
03095422106		2106	Florida Mall S/C	3/12/1986	7/31/2010	Active	8544 FLORIDA MALL ASSOC. LTD
03095422107		2107	Cobb Center	2/26/1986	4/30/2009	Active	TOWN CENTER AT COBB LLC
03095422109		2109	Ross Park Mall	8/15/1986	1/31/2017	Active	3107 PENN ROSS JOINT VENTURE
03095422109		2109	Ross Park Mall	10/29/2008	12/31/2008	Active	ROSS PARK MALL MGMT OFFICE
03095422110		2110	Valley Fair	10/15/1986	1/31/2013	Active	VALLEY FAIR MALL
03095422117		2117	Owings Mill Town Center	7/30/1986	1/31/2009	Month-to-Month	OWINGS MILLS LP
03095422120		2120	Monroeville Mall	9/27/1986	4/30/2011	Active	CBL/MONROEVILLE LP
03095422121		2121	River Oaks Center	11/25/1986	2/28/2014	Active	4671 FOX VALLEY RIVER OAKS PRT
03095422124		2124	Lenox Square	11/1/1990	1/31/2017	Active	4827 THE RETAIL TRUST
03095422124		2124	Lenox Square	9/1/2008	8/31/2009	Active	THE RETAIL PROPERTY TRUST
03095422125		2125	Old Orchard Shopping Center	11/26/1986	1/31/2017	Active	OLD ORCHARD URBAN LP
03095422128		2128	Aventura Mall	8/8/1986	6/30/2014	Active	AVENTURA MALL VENTURE
03095422129		2129	Town Center at Boca Raton	10/29/1986	1/31/2018	Active	4839 TOWN CNTR @ BOCA RATON -
03095422129		2129	Town Center at Boca Raton	10/29/1986	1/31/2018	Active	4839 TOWN CNTR @ BOCA RATON -
03095422129		2129	Town Cntr at Boca Raton	3/1/2008	2/28/2009	Active	TOWN CENTER AT BOCA RATON
03095422129		2129	Town Center at Boca Raton	10/29/1986	1/31/2018	Active	4839 TOWN CNTR @ BOCA RATON -
03095412211		2211	Prime Outlets - Kenosha	11/23/1994	11/30/2009	Active	PRIME OUTLETS AT PLEASANT PRAI
03095412500		2500	Franklin Mills	11/10/1989	12/31/2009	Active	FRANKLIN MILLS SHOPPING MALL
03095412502		2502	U-Haul International	10/5/2007	12/31/2009	Active	U-HAUL INTERNATIONAL
03095412502		2502	U-Haul International	8/1/2008	12/31/2009	Active	U-HAUL INTERNATIONAL
03095412502		2502	Sawgrass Mills Center	10/4/1990	10/31/2010	Active	SAWGRASS MILLS SHOPPING MALL
03095412502		2502	U-Haul International	10/1/2007	1/31/2009	Month-to-Month	U-HAUL INTERNATIONAL
03095412502		2502	U-Haul International	10/1/2007	1/31/2009	Month-to-Month	U-HAUL INTERNATIONAL
03095412502		2502	U-Haul International	10/1/2007	1/31/2009	Month-to-Month	U-HAUL INTERNATIONAL

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095412503		2503	Potomac Mills	11/10/1990	11/9/2010	Active	MALL AT POTOMAC MILLS LLC
03095412503		2503	Potomac Mills	4/1/1998	11/9/2010	Active	PUBLIC STORAGE
03095412505		2505	Hampshire Self-Storage	11/15/2005	5/31/2015	Active	HAMPSHIRE SELF STORAGE - CENTR
03095412505		2505	Woodbury Commons Premium Outle	5/1/1993	5/31/2015	Active	CPG PARTNERS L.P.
03095412506		2506	Gurnee Mills	8/8/1991	8/31/2009	Active	GURNEE MILLS SHOPPING CTR
03095412507		2507	Prime Outlets - San Marcos	5/3/2004	5/31/2014	Active	SAN MARCOS FTY STORES @ WACHOV
03095412509		2509	Gilroy Premium Outlets	8/24/1991	1/31/2017	Active	GILROY PREMIUM OUTLETS LLC
03095412509		2509	Gilroy Premium Outlets	8/24/1991	1/31/2017	Active	GILROY PREMIUM OUTLETS LLC
03095412510		2510	Conroe Outlet Center	2/21/1992	2/28/2010	Active	CRAIG REALTY GROUP - CONROE LP
03095412511		2511	Craig Realty Group-Hillsboro	2/13/1992	6/30/2010	Active	CRAIG REALTY GROUP-HILLSBORO
03095412512		2512	Bellport Outlet Center	6/7/1992	1/31/2009	Month-to-Month	ALROSE BELLPORT LLC
03095412515		2515	Tanger Outlet - Rehoboth Beach	5/22/1991	1/31/2011	Active	COROC/REHOBOTH I LLC
03095412516		2516	Folsom Premium Outlets	3/18/1992	5/31/2014	Active	CHELSEA FINANCING PARTNERSHIP,
03095412517		2517	Prime Outlets - Niagara Falls	10/26/1995	6/30/2017	Active	FASHION OUTLET OF NIAGARA FALL
03095412520		2520	Vacaville Premium Outlets	8/20/1991	8/31/2016	Active	CPG FINANCE II, LLC
03095412522		2522	Silverthorne Factory Stores	12/9/1993	1/31/2009	Month-to-Month	CRAIG REALTY GROUP SILVERTHORN
03095412523		2523	Prime Outlets - Birch Run	5/1/1992	1/31/2013	Active	BIRCH RUN OUTLETS II LLC
03095412526		2526	Castle Rock Factory Shops	11/20/1992	1/31/2009	Month-to-Month	CRAIG REALTY GROUP CASTLE ROCK
03095412530		2530	Highridge Plaza	1/23/1998	1/31/2013	Active	NESHER LLP
03095412533		2533	Burlington Manufacturer’s Outl	11/6/1992	1/31/2011	Active	BURLINGTON OUTLET VILLAGE
03095412534		2534	Las Vegas Outlet Center	2/13/1998	2/28/2013	Active	E.J. FINANCIAL ENTERPRISES, LL
03095412536		2536	Lighthouse Place Premium Outlt	7/26/1997	7/31/2011	Active	LIGHTHOUSE PLACE PREMIUM OUTLE
03095412538		2538	Warrenton Outlet Center	10/14/1993	1/31/2009	Month-to-Month	PPRE/WARRENTON LLC
03095412539		2539	Prime Outlet Jeffersonville	4/8/1993	1/31/2014	Active	OHIO FTY SHOPS PTNSH/WACHOVIA
03095412540		2540	U-Lock-IT of Pocono	6/28/2002	1/31/2009	Month-to-Month	U-LOCK-IT OF POCONO
03095412541		2541	French Mountain Commons	5/9/1992	1/31/2012	Active	L & M INVESTMENT ASSOCIATES
03095412542		2542	Plainview Shopping	5/22/1992	1/31/2012	Active	TREECO/CENTERS LP
03095412543		2543	Nine West Outlet	9/16/1992	7/31/2012	Active	U22 ASSOCIATES LLC C/O VANICK
03095412545		2545	City Place	7/31/1992	5/31/2009	Active	CITY PLACE LP
03095412548		2548	Osage Beach Premium Outlets	2/26/1993	1/31/2009	Month-to-Month	CPG PARTNERS L.P.
03095412549		2549	Desert Hills Premium Outlets	5/1/1995	1/31/2010	Active	CPG PARTNERS L.P.
03095412551		2551	Tanger Outlet - Foley	4/10/1993	1/31/2009	Active	COROC/RIVIERA LLC
03095412554		2554	Tanger Center - Lancaster	4/8/1993	4/30/2018	Active	TANGER PROPERTIES LTD PTSHP
03095412555		2555	Bradley Shopping Center	9/18/1992	7/31/2012	Active	ACKLINIS YONKERS REALTY LLC
03095412557		2557	Camarillo Premium Outlets	3/1/1995	3/31/2015	Active	CPG PARTNERS L.P.
03095412557		2557	Camarillo Premium Outlets	8/1/2006	3/31/2015	Active	WELLS CARGO
03095412558		2558	Santa Fe Factory Stores	11/19/1993	5/31/2010	Active	FASHION OUTLETS OF SANTA FE LL
03095412560		2560	Nine West	5/20/1993	1/31/2014	Active	ACADIA CLARK-DIVERSEY LLC
03095412561		2561	Paterson-Hamburg Turnpike	3/31/1993	2/28/2013	Active	WAYNE PSC, LLC
03095412562		2562	Tanger Center - Riverhead	7/14/1994	1/31/2010	Active	TANGER PROPERTIES LTD PTSHP

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095412563		2563	Tanger Center - Gonzales	8/27/1993	1/31/2009	Active	TANGER PROPERTIES LP
03095412564		2564	1419 Kings Highway	3/31/1994	1/31/2009	Active	IRVING GOLDMAN
03095412564		2564	Nine West	3/31/1994	1/31/2009	Month-to-Month	AUG FAMILY KINGS HIGHWAY INVES
03095412566		2566	Petaluma Village Premium Outle	11/19/1994	1/31/2015	Active	CPG PARTNERS L.P.
03095412567		2567	Marina Square	9/23/1993	1/31/2014	Active	MARINA SQUARE SHOPPING CTR
03095412569		2569	Prime Outlets - Grove City	8/19/1994	1/31/2010	Active	GROVE CITY FTRY SHOPS LP & WAC
03095412573		2573	Tanger Outlet Center	7/15/1994	1/31/2010	Active	COROC/LAKES REGION LLC
03095412574		2574	Kohl’s Shopping Center	11/24/1993	1/31/2014	Active	AVR-PORTCHESTER LLC
03095412577		2577	Tanger Center - Nags Head	10/22/1993	1/31/2009	Active	TANGER PROPERTIES LP
03095412578		2578	Vero Fashion Outlets, LLC	10/24/1994	1/31/2010	Active	VERO FASHION OUTLETS LLC
03095412582		2582	Georgetown Shopping Center	6/30/1994	5/31/2009	Active	ASTORIA HOLDING CORP.
03095412583		2583	The Sands Shopping Center	3/30/1994	3/31/2009	Active	G & L BUILDING CORP.
03095412584		2584	Penn’s Purchase Factory Outlet	5/26/1995	1/31/2011	Active	PENN’S PURCHASE FACTORY OUTLET
03095412586		2586	San Ysidro Village	4/8/1994	2/28/2009	Active	FOUNTAIN SQUARE SHOPPING CENTE
03095412590		2590	Prime Outlets - Florida City	9/23/1994	1/31/2012	Active	FLORIDA KEYS FTY SHOPS LP @ WA
03095412591		2591	Outlets at Anthem	9/15/1995	5/31/2009	Active	CRAIG REALTY GROUP ANTHEM LP
03095412593		2593	The Outlets at Hershey	11/11/1994	11/30/2009	Active	FSH ASSOCIATES LP
03095412594		2594	Tanger Outlet Center - Myrtle	9/15/1995	12/31/2010	Active	COROC/MYRTLE BEACH LLC
03095412596		2596	Hilton Head Factory Stores	6/30/1994	1/31/2010	Active	COROC/HILTON HEAD I LLC
03095412599		2599	Tanger Center - Locust Grove	10/26/1994	12/31/2013	Active	TANGER PROPERTIES LP
03095412605		2605	Tanger Center - Kensington	11/15/1996	11/30/2011	Active	TANGER PROPERTIES LP
03095412607		2607	Napa Premium Outlets	3/19/1995	3/31/2010	Active	CHELSEA FINANCING PARTNERSHIP,
03095412609		2609	Orlando Design Center	11/5/1994	1/31/2015	Active	ORLANDO DESIGN CENTER LLC
03095412610		2610	Silver Sands Factory Outlet	3/17/1995	3/31/2015	Active	SILVER SANDS JOINT VENTURE PAR
03095412613		2613	Prime Outlets - Pismo Beach	12/22/1994	4/30/2011	Active	PRIME OUTLETS @ PISMO BEACH LL
03095412615		2615	Waterloo Premium Outlets	3/31/1995	3/31/2010	Active	WATERLOO PREMIUM OUTLETS LLC
03095412618		2618	The Great Mall	11/25/1994	11/24/2009	Active	THE GREAT MALL AT MILPITAS
03095412619		2619	Westbrook Factory	11/4/1995	1/31/2011	Active	COROC/WESTBROOK I
03095412621		2621	Berkshire Outlet Village	5/8/1997	5/31/2012	Active	LEE OUTLETS LLC
03095412622		2622	Prime Outlets - Huntley	11/4/1995	3/31/2010	Active	HUNTLEY FACTORY SHOPS, LTD
03095412623		2623	Tanger Center - Commerce	12/8/1995	1/31/2010	Active	TANGER PROPERTIES LTD PTSHP
03095412625		2625	Nine West	6/30/1995	6/30/2010	Active	FREEPORT GROUP LLC
03095412626		2626	Public Storage Properties	6/1/1997	1/31/2011	Active	PUBLIC STORAGE PROPERTIES
03095412626		2626	Public Storage Properties	5/5/2004	1/31/2011	Active	PUBLIC STORAGE PROPERTIES
03095412626		2626	Public Storage Properties	3/19/2008	12/31/2009	Active	PUBLIC STORAGE PROPERTIES
03095412626		2626	Waikele Premium Outlets	6/17/1995	1/31/2011	Active	CPG PARTNERS L.P.
03095412628		2628	Ontario Mills	11/14/1996	7/31/2011	Active	ONTARIO MILLS LP
03095412629		2629	Tanger Center - Five Oaks	4/27/1996	4/30/2011	Active	TANGER PROPERTIES LP
03095412631		2631	Focus Properties	8/3/1995	1/31/2009	Active	FOCUS PROPERTIES INC
03095412633		2633	Bayridge	2/23/1996	10/5/2010	Active	CENTURY REALTY INC

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095412636		2636	Tanger Outlet - Park City	1/31/1997	1/31/2013	Active	COROC/PARK CITY LLC
03095412643		2643	Jackson Outlet Village	4/19/1997	4/30/2012	Active	CPG PARTNERS L.P.
03095412650		2650	Lake Buena Vista Factory Store	8/1/1996	7/31/2011	Active	LAKE BUENA VISTA JOINT VENTURE
03095412651		2651	N. Georgia Premium Outlets	5/10/1996	5/31/2011	Active	CPG PARTNERS L.P.
03095412652		2652	Prime Outlet	10/18/1996	1/31/2012	Active	GAFFNEY OUTLETS LLC
03095412654		2654	Prime Outlets - Hagerstown	8/7/1998	1/31/2014	Active	OUTLET VILLAGE OF HAGERSTOWN L
03095412658		2658	Hamden Mart	7/23/1996	7/31/2011	Active	MILTON COOPER SPECIAL INC.
03095412659		2659	Jacksonville Landing	6/1/1990	5/31/2010	Active	JACKSONVILLE LANDING INVESTMEN
03095412661		2661	St. Augustine Premium Outlets	3/1/1991	2/28/2014	Active	CPG PARTNERS L.P.
03095412664		2664	Grapevine Mills	10/30/1997	1/31/2018	Active	GRAPEVINE MILLS SHOPPING CTR
03095412666		2666	Arizona Mills	11/20/1997	11/30/2012	Active	ARIZONA MILLS LLC
03095412669		2669	Nine West Outlet	11/20/1997	10/31/2012	Active	KUTIK REALTY
03095412671		2671	Edinburgh Premium Outlet	8/22/1997	1/31/2015	Active	CPG PARTNERS L.P.
03095412672		2672	Carlsbad Company Stores	11/13/1997	1/31/2017	Active	CPG CARLSBAD HOLDINGS LLC
03095412672		2672	U-Haul International	1/4/2007	1/31/2009	Month-to-Month	U-HAUL INTERNATIONAL
03095412673		2673	Fashion Outlets Of Las Vegas	7/15/1998	7/31/2015	Active	FASHION OUTLET OF LAS VEGAS
03095412676		2676	Guam Premier Outlets	10/29/1997	10/31/2010	Active	GPO DELAWARE LLC
03095412679		2679	Viejas Outlet Center	5/22/1998	12/31/2011	Active	VIEJAS OUTLET CENTER
03095412681		2681	Eagle Leasing Co.	9/6/2005	2/22/2022	Active	EAGLE LEASING CO.
03095412681		2681	Wrentham Premium Outlets	10/15/1997	10/31/2017	Active	CPG PARTNERS L.P.
03095412683		2683	Nine West	3/28/1998	1/31/2013	Active	KIRBY ASSOCIATES, INC.
03095412688		2688	Prime Outlets - Ellenton	11/26/1997	1/31/2013	Active	GULF COAST FTY SHOPS LP/WACHOV
03095412691		2691	Great Lakes Crossing	11/11/1998	1/31/2009	Active	TAUBMAN AUBURN HILLS ASSOCIATE
03095412694		2694	Leesburg Corner Premium Outlet	11/6/1998	1/31/2009	Month-to-Month	CPG PARTNERS L.P.
03095412697		2697	Nine West Outlet	4/23/1999	1/31/2014	Active	MICHAEL KONTALONIS
03095412699		2699	Jersey Gardens Mall	10/21/1999	1/31/2019	Active	JG ELIZABETH LLC
03095412701		2701	Liberty Village Premium Outlet	6/22/1999	9/30/2014	Active	CPG PARTNERS L.P.
03095412702		2702	Arundel Mills	11/17/2000	12/31/2012	Active	ARUNDEL MILLS SHOPPING CTR
03095412703		2703	Matawan Outlets	6/29/1996	6/30/2011	Active	SEEMAN BROTHERS PARTNERSHIP
03095412704		2704	American Tin Cannery	3/26/1988	12/31/2009	Active	FOURSOME DVLPMT CO.-AMERICAN T
03095412705		2705	Clinton Crossing	8/16/1996	8/31/2011	Active	CPG PARTNERS L.P.
03095412707		2707	Oak Creek Factory Outlets	8/20/1990	1/31/2012	Active	OAKCREEK LTD LLC
03095412709		2709	Prime Outlets - Lebanon	4/17/1998	1/31/2012	Active	PRIME OUTLETS @ LEBANON LP/WAC
03095412711		2711	The Mall at the Source	9/5/1997	1/31/2013	Active	3635 W & S ASSOCIATES LP
03095412712		2712	Citadel Outlet	11/13/1990	11/30/2010	Active	CRAIG REALTY GROUP CITADEL LLC
03095412715		2715	Tanger Center - Barstow	4/11/2001	4/30/2011	Active	TANGER PROPERTIES LTD
03095412716		2716	Opry Mills	8/1/2001	2/22/2022	Active	OPRY MILLS LLC
03095412717		2717	Concord Mills	6/27/2001	8/31/2012	Active	CONCORD MILLS SHOPPING MALL
03095412719		2719	Discover Mills	11/1/2001	1/31/2009	Month-to-Month	SUGARLOAF MILLS LP
03095412720		2720	Allen Premium Outlets	11/3/2001	11/30/2011	Active	CHELSEA ALLEN DEVELOPMENT, L.P

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095412722		2722	Katy Mills	12/19/2001	12/31/2011	Active	KATY MILLS SHOPPING MALL
03095412723		2723	Tanger Center - Myrtle Beach	5/28/2003	5/31/2013	Active	TWMB ASSOCIATES, LLC.
03095412724		2724	Chicago Premium Outlets	5/19/2004	5/31/2014	Active	SIMONCHELSEA DEVEL LLC
03095412726		2726	WaterMark Place	6/28/2002	1/31/2009	Month-to-Month	WATERMARK PLACE
03095412727		2727	Colorado Mills	11/14/2002	1/31/2009	Month-to-Month	COLORADO MILLS MALL LP
03095412729		2729	Horizon Outlet Center	8/7/2003	8/31/2013	Active	PRE/TULARE LLC
03095412730		2730	St. Louis Mills	11/13/2003	1/31/2009	Month-to-Month	ST. LOUIS MILLS LP
03095412731		2731	Tanger Center - Blowing Rock	7/6/2003	7/31/2013	Active	TANGER PROPERTIES LP
03095412732		2732	Harlem USA	11/28/2003	11/30/2013	Active	HUSA MANAGEMENT CO., LLC
03095412736		2736	Aurora Farms Premium Outlets	1/1/2004	12/31/2014	Active	CPG PARTNERS L.P.
03095412737		2737	Seattle Premium Outlets	5/5/2005	5/31/2015	Active	CPG PARTNERS L.P.
03095412738		2738	Nine West Outlet	4/28/2004	4/4/2009	Active	BAWABEH BROTHERS NO 2 LLC
03095412739		2739	Louisiana Boardwalk	5/12/2005	5/31/2010	Active	LOUISIANA RIVERWALK LLC
03095412740		2740	Prime Outlets - Burlington	7/3/2004	7/31/2011	Active	THE OUTLET SHOPPES AT BURLINGT
03095412742		2742	Dolphin Mall	3/1/2008	1/31/2014	Active	TAUBMAN-DOLPHIN MALL ASSOC LP
03095412743		2743	Designers Outlet Gallery	11/26/2004	11/30/2009	Active	SECAUCUS OUTLET CENTER LLC
03095412744		2744	Woodburn Company Stores	7/24/1999	7/31/2014	Active	CRAIG REALTY GROUP-WOODBURN LL
03095412745		2745	Albertville Premium Outlets	10/10/2004	12/31/2009	Active	CPG PARTNERS L.P.
03095412746		2746	CPG Tinton Falls Urban Renewal	9/12/2008	1/31/2019	Active	TINTON FALLS PREMIUM OUTLETS
03095412747		2747	Philadelphia Premium Outlets	9/10/2007	1/31/2018	Active	CHELSEA LIMERICK HOLDINGS LLC
03095412748		2748	Round Rock Premium Outlets	6/1/2006	8/31/2016	Active	CPG ROUND ROCK L.P.
03095412749		2749	Tanger Center - Sanibel	11/23/2004	11/30/2009	Active	TANGER PROPERTIES LLP
03095412750		2750	Atlantic City Associates	4/15/2005	6/30/2010	Active	ATLANTIC CITY ASSOCIATES LLC
03095412751		2751	Nine West Outlet	12/22/2004	12/31/2009	Active	FULLIN BROTHERS LAND COMPANY
03095412753		2753	Nine West Outlet	11/5/2004	10/31/2009	Active	NEW POST PROPERTIES LLC
03095412756		2756	Boulevard at the Capital Ctr	1/26/2005	3/31/2010	Active	INLAND US MANAGEMENT LLC
03095412757		2757	Sam Moon Shopping Center	3/23/2005	6/30/2009	Active	MOON VENTURES LTD
03095412758		2758	Ridgeway Shopping Center	4/1/2005	3/31/2010	Active	UB STAMFORD
03095412759		2759	Orlando Premium Outlets	5/4/2005	5/31/2015	Active	CHELSEA ORLANDO DEVELOPMENT, L
03095412759		2759	U-Haul International	10/25/2005	5/31/2015	Active	U-HAUL INTERNATIONAL
03095412759		2759	U-Haul International	10/6/2006	2/22/2022	Active	U-HAUL INTERNATIONAL
03095412759		2759	U-Haul International	9/4/2007	9/30/2009	Active	U-HAUL INTERNATIONAL
03095412759		2759	U-Haul International	10/5/2007	12/31/2009	Active	U-HAUL INTERNATIONAL
03095412759		2759	U-Haul International	8/1/2008	12/31/2009	Active	U-HAUL INTERNATIONAL
03095412760		2760	Miromar Outlets	4/26/2005	4/30/2010	Active	MIROMAR OUTLET WEST LLC
03095412761		2761	Nine West	8/17/2005	7/31/2015	Active	JENEL MANAGEMENT CORP
03095412762		2762	Tanger Outlet Center	8/4/2006	8/31/2011	Active	TANGER PROPERTIES LP
03095412763		2763	Rio Grande Outlets	9/25/2006	11/30/2016	Active	CPG MERCEDES L.P.
03095412764		2764	Las Vegas Premium Outlets	4/25/2005	5/31/2015	Active	SIMON/CHELSEA LAS VEGAS DEVELO
03095412764		2764	StorageOne at Downtown	9/3/2008	12/31/2009	Active	STORAGE ONE @ DOWNTOWN

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095412766		2766	Nine West Outlet	5/13/2005	3/31/2010	Active	THE PICKWICK CLUB
03095412767		2767	Shops at Las Americas	5/20/2005	5/31/2010	Active	CHELSEA SAN DIEGO FINANCE LLC
03095412770		2770	Newport West	5/13/2006	5/31/2011	Active	NEWPORT WEST LLC
03095412771		2771	Bay Plaza	10/7/2005	10/31/2010	Active	BAY PLAZA COMMUNITY CENTER LLC
03095412772		2772	Richland Mall	11/9/2005	11/30/2015	Active	CBL RM-WACO LLC
03095412773		2773	Town West Square	11/18/2005	1/31/2016	Active	3920 TOWNE WEST SQUARE LLC
03095412776		2776	Tanger-Wisconsin Dell	7/28/2006	7/31/2011	Active	TANGER WISCONSIN DELLS, LLC
03095412778		2778	Prime Outlets - Queenstown	4/8/2006	4/30/2011	Active	SECOND HORIZON GROUP LP
03095412779		2779	Madison/East Towne, LLC	3/15/2006	3/31/2016	Active	MADISON/EAST TOWNE, LLC
03095412781		2781	Panama City Mall	3/29/2006	1/31/2016	Active	PANAMA CITY MALL, LLC
03095412782		2782	Festival Bay	8/21/2006	8/31/2011	Active	BT ORLANDO LIMITED PARTNERSHIP
03095412783		2783	Factory Stores at the Y	4/15/2006	1/15/2011	Active	TWO SISTERS LP
03095412784		2784	Monterey Park Atlantic Square	5/3/2006	6/23/2011	Active	TRC MM LLC
03095412785		2785	Carolina Premium Outlets	4/1/2006	4/30/2016	Active	CPG FINANCE I, LLC - 6738
03095412786		2786	Cape Cod Factory Outlets	3/15/2006	3/31/2009	Active	HIGH ROCK FACTORY OUTLET ROAD
03095412787		2787	North Bend Premium Outlet	3/1/2006	5/31/2011	Active	CPG FINANCE II, LLC
03095412788		2788	Coral Ridge Mall	7/14/2006	8/31/2011	Active	GUMBERG ASSEST MANAGEMENT CORP
03095412789		2789	Catalina Centre	7/27/2006	7/31/2011	Active	CATALINA SHOPPES FLA, LLC
03095412790		2790	Village at Cambridge Crossing	6/26/2006	5/31/2016	Active	PARAMOUNT CROSSING AT MT LAURE
03095412791		2791	The Outlet Shoppes at El Paso	7/9/2007	1/31/2013	Active	EL PASO OUTLET CENTER LLC
03095412792		2792	Fresh Meadows	9/1/2006	8/31/2016	Active	STREET RETAIL, INC.- PROPERTY
03095412793		2793	Huntington Sq. Shopping Center	9/28/2006	1/31/2017	Active	LUK-SHOP INC
03095412794		2794	The Shops At Tanforan	10/2/2006	1/31/2017	Active	TANFORAN PARK SHOPPING CENTER
03095412795		2795	Pleasant Valley	7/11/2006	7/31/2016	Active	KIMCO REALTY CORP
03095412796		2796	The Gallery at Market East	3/22/2007	1/31/2018	Active	KEYSTONE PHILADELPHIA PROP. LP
03095412797		2797	Tanger Outlets-The Arches	10/23/2008	10/31/2013	Active	DEER PARK ENTERPRISE LLC
03095412798		2798	Oakwood Plaza	10/10/2006	1/21/2017	Active	OAKWOOD PLAZA LP
03095412800		2800	Valley Mall Shopping Center	1/12/2007	1/31/2017	Active	VALLEY & PLAINFIELD ASSOCIATES
03095412801		2801	The Hub	9/10/2007	10/31/2017	Active	RELATED RETAIL HUB LLC
03095412802		2802	Largo Mall Shopping Center	6/8/2007	6/30/2017	Active	WEINGARTEN REALTY INVESTORS
03095412803		2803	Kendall Town and Country Ctr	6/8/2007	1/31/2018	Active	WRC PROPERTIES INC.
03095412805		2805	Winter Garden Village	7/16/2007	1/31/2018	Active	COLE MT WINTER GARDEN FL LLC
03095412806		2806	Bellair Plaza Shopping Center	5/2/2007	1/31/2018	Active	PMAT BELLAIR, LLC
03095412807		2807	South Beach Regional Center	6/13/2007	1/31/2018	Active	EQUITY ONE INC
03095412809		2809	Jamaica Avenue	3/2/2007	5/31/2017	Active	JAMAICA & MERRICK LLC
03095412810		2810	Waterford Lakes Town Center	3/8/2007	1/31/2018	Active	4508 SIMON PROPERTY GROUP
03095412811		2811	Sam Moon	5/21/2007	4/30/2012	Active	SM CENTER WOODLANDS LTD
03095412812		2812	Lincoln Square	4/30/2007	1/31/2018	Active	LINCOLN SQUARE MALL LTD
03095412813		2813	Nine West	4/27/2007	4/30/2017	Active	3605 BERGENLINE LLC
03095412814		2814	The Aboretum	3/16/2007	1/31/2018	Active	ARBORETUM JOINT VENTURE

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095412815		2815	Vermont And Wilshire	6/13/2007	1/31/2018	Active	WILSHIRE VERMONT HOUSING PARTN
03095412816		2816	Town Center North	5/15/2007	1/31/2018	Active	WOLFORD DEVELOPMENT INC.
03095412817		2817	Oakleaf Plantation	1/25/2008	1/31/2018	Active	ARGYLE FOREST RETAIL I LLC
03095412819		2819	Estate of Joseph B Allen, Jr	4/30/2007	10/31/2012	Active	ESTATE OF JOSEPH B ALLEN JR
03095412820		2820	Tanger Outlets-Pittsburg	8/29/2008	8/31/2013	Active	TANGER PROPERTIES LP
03095412823		2823	Carrollwood Commons	9/1/2007	10/31/2017	Active	KIMCO CARROLLWOOD 664 INC
03095412824		2824	Festival Center	10/13/2007	10/31/2018	Active	KIMCO RETAIL -MOBILE FESTIVAL
03095412825		2825	Merchants Walk	10/2/2007	10/31/2017	Active	KIMCO LAKELAND 123 INC
03095412827		2827	Houston Premium Outlets	3/27/2008	1/31/2019	Active	HOUSTON PREMIUM OUTLETS
03095412828		2828	Las Palmas Marketplace	11/15/2007	1/31/2018	Active	A.D.D. HOLDINGS LP 2828
03095412829		2829	Scottsdale Fiesta	1/31/2008	1/31/2018	Active	SCOTTSDALE FIESTA RETAIL CTR L
03095412830		2830	Hammond Aire Plaza	1/18/2008	1/31/2018	Active	KIMCO BATON ROUGE 1183 LLC
03095412832		2832	Clearwater Mall	3/25/2008	1/31/2019	Active	CENTRO NP CLEARWATER MALL LLC
03095412836		2836	Alameda Town Center	2/1/2008	1/31/2019	Active	HARSCH INVESTMENT REALTY LLC
03095412837		2837	Inland US Management LLC	9/1/2006	8/31/2011	Active	INLAND US MANAGEMENT LLC
03095412838		2838	Central Park	3/24/2006	3/31/2013	Active	CENTRAL PARK MARKETPLACE HOLDI
03095412839		2839	Plaza Mexico	9/28/2006	9/30/2016	Active	PLACO INVESTMENT LLC
03095412840		2840	Brick Plaza	3/15/2006	5/31/2016	Active	FEDERAL REALTY INVESTMENT TRUS
03095412842		2842	The Outlet Shopps at Oshkosh	5/8/2008	1/31/2019	Active	THE OUTLET SHOPPES AT OSHKOSH
03095412843		2843	Black Rock Turnpike Mall	8/19/2008	7/31/2018	Active	SUN REALTY ASSOCIATES LLC
03095412846		2846	Plaza Rio Hondo	6/30/2008	1/31/2009	Month-to-Month	DDR RIO HONDO LLC SE
03095412850		2850	Prime Outlets - PR Barcelonett	11/2/2008	1/31/2019	Active	PRIME OUTLETS @ PR BARCELONETT
03068442975		2975	Sawgrass Mills	10/30/2006	11/30/2016	Active	SAWGRASS MILLS SHOPPING MALL
03093942977		2977	Forest Promenade	6/11/2008	1/31/2009	Month-to-Month	MASON AVENUE HOLDING CORP.
03095423008		3008	The Gallery at Harbor Place	9/2/1987	1/31/2017	Active	BALTIMORE CENTER ASSOC. LP
03095423010		3010	Perimeter Mall	9/25/1987	1/31/2009	Month-to-Month	PERIMETER MALL LLC
03089543133		3133	The Brickyard	9/1/2006	8/31/2011	Active	INLAND US MANAGEMENT LLC
03089543134		3134	Plaza Mexico	9/28/2006	9/30/2016	Active	PLACO INVESTMENT LLC
03095413204		3204	Wrentham Village Outlets	10/20/1997	10/31/2017	Active	CPG PARTNERS L.P.
03098623210		3210	Menlo Park Mall	9/27/1991	1/31/2019	Active	4666 SHOPPING CENTER ASSOC.
03095424002		4002	The Gardens	10/5/1988	1/31/2017	Active	FORBES/COHEN FLORIDA PROP LP
03095424002		4002	The Gardens Promotional Fund	10/5/1988	1/31/2017	Active	GARDENS PROMOTIONAL FUND
03095424003		4003	Oak Court	9/15/1988	5/31/2015	Active	4668 SHOPPING CENTER ASSOC
03095424004		4004	Tysons Corner Center	10/27/1988	10/31/2017	Active	TYSONS CORNER HOLDINGS LLC
03095424004		4004	Tysons Corner Center	10/27/1988	10/31/2017	Active	TYSONS CORNER HOLDINGS LLC
03095424005		4005	Stonestown Galleria	8/1/1988	12/31/2011	Active	STONESTOWN SHOPPING CENTER LP
03095424007		4007	Willowbrook Mall	9/16/1988	5/31/2012	Active	WILLOWBROOK MALL LP
03095424014		4014	Broward Mall	11/25/1988	2/28/2011	Active	BROWARD MALL
03095425001		5001	Woodfield Mall	5/5/1989	3/31/2017	Active	WOODFIELD ASSOCIATES
03095425002		5002	Sherman Oaks Fashion Square	5/30/1990	1/31/2019	Active	SHERMAN OAKS FASHION ASSOCIATE

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095425010		5010	Beachwood Place	9/29/1989	1/31/2017	Active	BEACHWOOD PLACE
03095425010		5010	Beachwood Place	9/29/1989	1/31/2017	Active	BEACHWOOD PLACE
03095425010		5010	Beachwood Place Mall-Storage	4/1/2007	1/31/2009	Month-to-Month	BEACHWOOD PLACE MALL STORAGE
03095425011		5011	Fashion Ctr at Pentagon City	7/1/2006	6/30/2009	Active	FASHION CENTER @ PENTAGON CITY
03095425011		5011	Fashion Ctr at Pentagon City	7/1/2006	6/30/2009	Active	FASHION CENTER @ PENTAGON CITY
03095425011		5011	Fashion Ctr at Pentagon City	7/1/2006	6/30/2009	Active	FASHION CENTER @ PENTAGON CITY
03095425011		5011	Fashion Ctr.@ Pentagon City	11/22/1989	1/31/2018	Active	1116 FASHION CENTRE ASSOC--501
03095426005		6005	Freehold Raceway Mall	8/1/1990	1/31/2011	Active	FREEHOLD RACEWAY MALL MARKETIN
03095426006		6006	Westfarms Mall	7/20/1990	1/31/2015	Active	WESTFARMS ASSOCIATES
03095426011		6011	Beverly Center	6/16/1990	1/31/2017	Active	LA CIENEGA ASSOCIATES
03095426012		6012	Cherry Creek Mall	8/18/1990	1/31/2018	Active	TAUBMAN-CHERRY CREEK LP
03095426015		6015	Cherry Hill Mall	4/5/1990	1/31/2018	Active	CHERRY HILL CENTERS
03095426015		6015	Cherry Hill Mall	4/5/1990	1/31/2018	Active	CHERRY HILL CENTERS
03095426016		6016	Kenwood Towne Centre	8/6/1997	4/30/2014	Active	KENWOOD MALL, LLC
03095426021		6021	Roosevelt Field Mall	11/21/1990	1/31/2015	Active	4836 THE RETAIL PROPERTY TRUST
03095426021		6021	Roosevelt Field Mall-Storage	4/10/2007	2/28/2009	Active	ROOSEVELT FIELD MALL
03095426022		6022	Galleria at South Bay	11/4/1990	1/31/2011	Active	SOUTH BAY CENTER LLC
03093126100		6100	Hamilton Place	6/22/1994	1/31/2009	Active	HAMILTON PLACE
03093126101		6101	South Coast Plaza	2/1/1986	1/9/2009	S	SOUTH COAST PLAZA
03093126103		6103	Cary Town Center	11/11/1994	1/31/2011	Active	CARY VENTURE LIMITED PARTNERSH
03093126104		6104	Westfarms Mall	6/24/1985	1/31/2016	Active	WESTFARMS ASSOCIATES
03093126105		6105	Bridgewater Commons	4/1/1988	1/31/2012	Active	BRIDGEWATER COMMONS MALL II, L
03093126110		6110	Boynton Beach Mall	11/23/1985	1/31/2017	Active	8142 BOYNTON JCP ASSOC. LTD.
03093126110		6110	Boynton Beach Mall	11/23/1985	1/31/2017	Active	8142 BOYNTON JCP ASSOC. LTD.
03093126111		6111	Regency Square	9/23/1986	4/30/2009	Active	TRG-REGENCY SQUARE ASSOCIATES
03093126116		6116	Easy Spirit	1/29/1996	1/31/2018	Active	RODNEY COMPANY
03093126117		6117	Livingston Mall	8/1/1988	4/30/2011	Active	4828 LIVINGSTON MALL VENTURE--
03093126118		6118	Woodbridge Center	10/26/1978	7/31/2013	Active	WOODBRIDGE CENTER INC
03093126126		6126	South Hills Village	2/8/1988	1/31/2009	Month-to-Month	SOUTH HILLS VILLAGE ASSOC LP
03093126127		6127	Landmark Center	8/10/1989	10/31/2011	Active	LANDMARK MALL
03093126128		6128	South Park Mall	5/8/1989	10/31/2014	Active	#7605 SOUTHPARK
03093126129		6129	Lakeside Mall	11/1/1989	3/31/2009	Active	GREATER LAKESIDE CORP.
03093126132		6132	Century III Mall	8/1/1990	1/31/2009	Month-to-Month	8245 CENTURY III MALL L.P.
03093126133		6133	Kenwood Towne Centre	11/11/1988	10/31/2017	Active	KENWOOD MALL, LLC
03093126135		6135	Ross Park Mall	10/11/1986	2/28/2011	Active	3107 PENN ROSS JOINT VENTURE
03093126137		6137	Quaker Bridge Mall	8/1/1991	1/31/2012	Active	LAWRENCE ASSOCIATES
03093126140		6140	Columbia Mall	8/1/1992	3/31/2017	Active	THE MALL IN COLUMBIA
03093126143		6143	Wheaton Plaza Regional SC	10/30/1987	1/31/2013	Active	WHEATON PLAZA REGIONAL SC LLP
03093126149		6149	Paramus Park Shopping Center	11/1/1992	1/31/2013	Active	PARAMUS PARK SHOPPING CENTER L
03093126151		6151	Freehold Raceway Mall	4/14/1993	4/30/2018	Active	FREEHOLD RACEWAY MALL MARKETIN

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03093126154		6154	Westfield Shoppingtown North C	8/10/1992	1/31/2013	Active	WESTFIELD CORPORATION INC.
03093126155		6155	Westfield Shoppingtown Montgom	10/1/1992	6/30/2013	Active	MONTGOMERY MALL LLC
03093126156		6156	Kings Plaza Shopping Center	11/27/1992	2/28/2013	Active	ALEXANDER’S KINGS PLAZA CENTER
03093126157		6157	Brandon Shopping Center Ptnrs.	5/1/2007	1/31/2018	Active	BRANDON SHOPPING CENTER PTNRS.
03093126157		6157	Westfield Shoppingtown Brandon	5/1/2007	1/31/2018	Active	BRANDON SHOPPING CENTER PTNRS.
03093126158		6158	Potomac Mills	8/11/1992	1/31/2012	Active	MOAC MALL HOLDINGS LLC
03093126159		6159	St. Louis Galleria	2/23/1993	4/30/2014	Active	SAINT LOUIS GALLERIA LLC
03093126160		6160	The Westchester	3/17/1995	3/31/2015	Active	4676 WESTCHESTER MALL LLC
03093126166		6166	Lynnhaven Mall	5/1/1995	1/31/2016	Active	LYNNHAVEN MALL LLC
03093126167		6167	Montclair Plaza	10/1/1991	1/31/2014	Active	MONTCLAIR PLAZA LLC
03093126170		6170	Glendale Galleria	9/1/1993	8/31/2013	Active	GLENDALE GALLERIA
03093126171		6171	Embarcadero Center	12/19/1979	12/31/2012	Active	BOSTON PROPERTIES-EMBARCADERO
03093126174		6174	Houston Galleria II	11/2/1993	2/28/2013	Active	7623 SA GALLERIA IV LP
03093126176		6176	Oakland Mall	12/2/1993	1/31/2010	Active	URBANCAL OAKLAND MALL LLC
03093126177		6177	Rockaway Town Square	8/10/1977	12/31/2012	Active	4835 ROCKAWAY CENTER ASSOC-61
03093126178		6178	Arrowhead Town Ctn.	10/13/1993	12/31/2008	Closed	NEW RIVER ASSOCIATES
03093126179		6179	Springfield Mall	4/15/1992	12/31/2014	Active	FRANCONIA TWO LP
03093126180		6180	Tysons Corner Center	12/17/1993	1/31/2014	Active	TYSONS CORNER, LLC
03093126182		6182	Garden State Plaza	12/4/1990	1/31/2014	Active	WESTLAND GARDEN STATE LLC-618
03093126183		6183	Rosedale Center	1/3/1994	1/31/2009	Month-to-Month	ROSEDALE CENTER
03093126185		6185	Annapolis Mall	3/17/1994	1/31/2010	Active	ANNAPOLIS MALL LP
03093126188		6188	Walden Galleria	5/1/1989	4/30/2019	Active	PYRAMID WALDEN COMPANY LP
03093126192		6192	Collin Creek Mall	4/14/1994	4/30/2009	Active	COLLIN CREEK MANAGEMENT CO.
03093126195		6195	Hanes Mall	8/19/1994	1/31/2009	Month-to-Month	JG WINSTON-SALEM LLC
03093126197		6197	Southern Park Mall	10/19/1993	7/31/2009	Active	SIMON CAPITAL GP
03093126198		6198	Colonie Center	6/16/1994	1/31/2018	Active	FMP COLONIE LLC
03093126201		6201	Natick Mall	10/12/1994	1/31/2009	Month-to-Month	NATICK MALL
03093126207		6207	Laurel Park Mall	7/23/1994	6/30/2016	Active	LAUREL PARK RETAIL PROP
03093126208		6208	Tri-County Mall	9/22/1994	9/30/2009	Active	THOR GALLERY AT TRI COUNTY, LL
03093126209		6209	Monroeville Mall	3/1/1988	2/28/2011	Active	CBL/MONROEVILLE LP
03093126222		6222	Southdale Center	11/30/1994	1/31/2009	Month-to-Month	SOUTHDALE LP
03093126225		6225	Santa Anita Fashion Park	11/16/1995	11/30/2015	Active	WESTFIELD SHOPPINGTOWN SANTA A
03093126227		6227	Roosevelt Field Mall	6/7/1995	3/31/2015	Active	4836 THE RETAIL PROPERTY TRUST
03093126227		6227	Roosevelt Field Mall	2/1/2007	1/31/2009	Active	ROOSEVELT FIELD MALL
03093126239		6239	Pembroke Lakes Mall	4/10/1996	2/28/2015	Active	PEMBROKE LAKES MALL LTD
03093126245		6245	Easy Spirit	4/16/1997	2/28/2017	Active	HSBC BANK USA
03093126255		6255	Cherry Creek Mall	6/2/1996	1/31/2016	Active	TAUBMAN-CHERRY CREEK LP
03093126259		6259	Lakeforest Center	6/8/1996	1/31/2014	Active	LAKEFOREST ASSOCIATES LLC
03093126260		6260	Woodfield Mall	5/2/1996	1/31/2014	Active	WOODFIELD ASSOCIATES
03093126267		6267	Menlo Park Mall	10/22/1996	1/31/2017	Active	4666 SHOPPING CENTER ASSOC

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03093126286		6286	Coral Square Mall	6/21/1997	1/31/2018	Active	9862 CORAL-CS LTD ASSOCIATES
03093126288		6288	Easy Spirit	11/21/2008	6/30/2018	Active	CROSS COUNTY S.C.
03093126290		6290	Easy Spirit	2/14/1997	10/31/2011	Active	182 BROADWAY REALTY LLC
03093126306		6306	Galleria Mall	4/1/1998	1/31/2010	Active	GALLERIA AT WHITE PLAINS
03093126315		6315	Galleria at Sunset	2/28/1996	1/31/2009	Active	FOREST CITY MGMT. INC.
03093126320		6320	Easy Spirit	9/12/1997	7/31/2012	Active	MARSH & McLENNAN COMPANIES, IN
03093126327		6327	Burlington Mall	7/1/1997	1/31/2009	Month-to-Month	4822 BELLWETHER PROP OF MA
03093126329		6329	Willowbrook Mall	12/5/1997	1/31/2018	Active	WILLOWBROOK MALL LP
03093126329		6329	Willowbrook Mall	12/5/1997	1/31/2018	Active	WILLOWBROOK MALL LP
03093126339		6339	Westside Pavilion	12/15/1997	1/31/2013	Active	MACERICH WESTSIDE LP
03093126341		6341	White Flint Mall	11/22/1997	11/30/2017	Active	WHITE FLINT LP
03093126345		6345	MacArthur Ctr.	3/12/1999	1/31/2010	Active	MACARTHUR SHOPPING CENTER
03093126347		6347	Citrus Park Town Center	3/3/1999	2/28/2010	Active	CITRUS PARK VENTURE L.P.
03093126353		6353	Traingle Towne Center	8/14/2002	12/27/2008	Active	TRIANGLE TOWN CENTER LLC
03093126354		6354	Fashion Show	11/1/2002	10/31/2012	Active	FASHION SHOW MGMT.,LLC
03093126360		6360	Aventura Mall	10/11/2003	10/31/2013	Active	AVENTURA MALL VENTURE
03093126362		6362	Newport Centre Mall	12/10/2004	12/31/2014	Active	2810 NEWPORT CENTER LLC
03093126363		6363	Fair Oaks	5/7/2005	1/31/2015	Active	FAIRFAX COMPANY OF VIRGINIA LL
03093126364		6364	Northbrook Court	3/1/1996	2/28/2009	Active	WESTCOAST ESTATES
03093126365		6365	Shoppingtown Mall	12/15/2004	12/31/2014	Month-to-Month	SHOPPINGTOWN MALL LLC
03093126367		6367	Northlake Mall	9/15/2005	1/31/2015	Active	TRG CHARLOTTE LLC
03093126368		6368	Dulles Town Center	9/3/2005	9/30/2015	Active	DULLES TOWN CENTER MALL LLC
03093126369		6369	The Shops at LaCantera	9/16/2005	9/30/2015	Active	THE SHOPS AT LA CANTERA
03093126370		6370	Northpark Center	4/21/2006	4/30/2016	Active	NORTHPARK PARTNERS LP
03093126371		6371	Broward Mall	8/1/2006	8/31/2016	Active	BROWARD MALL
03093126373		6373	Mallat Fairfield Commons	3/19/2007	1/31/2018	Active	MFC BEAVERCREEK LLC
03093126374		6374	The Village at Lake Sumter	2/1/2007	1/31/2018	Active	THE VILLAGES OPERATING CO.
03093126378		6378	Valley Square Shopping Center	9/18/2007	1/31/2018	Active	VALLEY SQUARE LIFESTYLE LP
03093126380		6380	Town Center at Boca Raton	4/25/2008	1/31/2019	Active	4839 TOWN CNTR @ BOCA RATON -
03093126381		6381	2255 Holding Co.	6/1/2007	12/31/2016	Active	2255 HOLDING CO.
03093126382		6382	Fairlane Town Center, LLC	11/13/2008	1/31/2018	Active	FAIRLANE TOWN CENTER
03093116706		6706	VF Factory Stores of America	3/26/1983	2/22/2022	Active	KAY WINDSOR INC
03093116707		6707	Cape Cod Factory Mall	11/25/1988	11/30/2009	Active	HIGH ROCK FACTORY OUTLET ROAD
03093116719		6719	St. Augustine Premium Outlets	11/2/1990	4/30/2015	Active	CPG PARTNERS L.P.
03093116722		6722	Factory Merchants	2/22/1986	2/28/2010	Active	2850 PARKWAY GENERAL PARTNERSH
03093116725		6725	Columbia Gorge Factory Stores	4/26/1991	4/30/2013	Active	CHELSEA FINANCING PARTNERSHIP,
03093116731		6731	The Crossings Premium Outlets	8/22/1991	8/31/2016	Active	CHELSEA POCONO FINANCE, LLC
03093116734		6734	Williamsburg Pottery	11/7/1981	10/31/2022	Active	WILLIAMSBURG POTTERY FACTORY I
03093116738		6738	Carolina Premium Outlets	5/26/1988	12/31/2010	Active	CPG FINANCE I, LLC - 6738
03093116739		6739	Lighthouse Place Premium Outle	5/2/1987	5/31/2015	Active	LIGHTHOUSE PLACE PREMIUM OUTLE

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03093116751		6751	Factory Merchants Branson	5/27/1988	6/30/2013	Active	CPG PARTNERS L.P.
03093116752		6752	Factory Stores of America	11/11/1989	12/31/2009	Active	DESANTIS PROPERTIES
03093116753		6753	Vanity Fair	2/13/1987	1/31/2009	Month-to-Month	INFINITY MESA, LLC
03093116755		6755	Factory Stores of America	8/25/1982	12/31/2009	Active	CPG FINANCE I, LLC - 6738
03093116756		6756	VF Factory Stores of America	7/28/1989	6/30/2009	Active	BRAZOS RIVER FACTORY STORES LP
03093116758		6758	VF Factory Stores of America	8/12/1989	6/30/2010	Active	HK REALTY OF CARROLLTON, LLC
03093116759		6759	VF Factory Stores of America	6/1/1993	12/31/2009	Active	CPG FINANCE I, LLC - 6738
03093116760		6760	Factory Stores Of America	10/31/1987	12/31/2009	Active	DESANTIS PROPERTIES
03093116761		6761	VF Factory Stores of America	5/12/1990	12/31/2009	Active	CPG FINANCE I, LLC - 6738
03093116762		6762	Factory Stores of America	11/13/1986	4/30/2009	Active	DRAPER L.T.D. LLC
03093116764		6764	VF Factory Stores of America	11/3/1989	12/31/2009	Active	LANDERS INVESTMENTS INC
03093116766		6766	Factory Stores Of America	10/1/1988	12/31/2009	Active	CPG FINANCE II, LLC
03093116767		6767	VF Factory Stores of America	8/19/1989	12/31/2008	Active	JV RESTAURANT LLC
03093116768		6768	Factory Stores Of America	6/2/1990	12/31/2009	Active	DESANTIS PROPERTIES
03093116772		6772	Centralia Factory Outlet	10/8/1988	1/31/2009	Month-to-Month	CENTRALIA OUTLETS LLC
03093116776		6776	Tanger Outlet - Rehoboth Beach	4/14/1989	7/31/2009	Active	COROC/REHOBOTH II LLC
03093116782		6782	Hanson Outlet Mall	11/11/1989	12/31/2009	Active	DESANTIS PROPERTIES
03093116803		6803	Prime Outlets - Birch Run	10/4/1986	1/31/2010	Active	BIRCH RUN OUTLETS II LLC
03093116804		6804	Osage Beach Premium Outlets	5/31/1987	12/31/2009	Active	CPG PARTNERS L.P.
03093116805		6805	Vanity Fair Wyomissing	10/15/1983	2/22/2022	Active	VF OUTLET INC.
03093116807		6807	New Braunfels Factory Center	3/14/1988	2/22/2022	Active	NEW BRAUNFELS MARKETPLACE LP
03093116808		6808	Factory Stores Of America	6/10/1993	12/31/2009	Active	CPG FINANCE I, LLC - 6738
03093116809		6809	Factory Stores of America	6/10/1993	12/31/2009	Active	CPG FINANCE I, LLC - 6738
03093116810		6810	Factory Stores of America	6/10/1993	1/31/2009	Month-to-Month	USC-TEXAG, LLC.
03093116811		6811	VF Factory Stores of America	6/10/1993	6/30/2010	Active	F.A. MANAGEMENT CORP
03093116815		6815	Harmon Cove	6/28/1996	12/31/2009	Active	HARTZ MOUNTAIN IND. INC.
03093116828		6828	Prime Outlets - Grove City	11/15/1996	1/31/2013	Active	GROVE CITY FTRY SHOPS LP & WAC
03093116830		6830	Adirondack Factory	8/15/1996	12/31/2010	Active	ADIRONDACK OUTLET MALL
03093116832		6832	Prime Outlets - Lee	5/8/1997	5/31/2012	Active	LEE OUTLETS LLC
03093116844		6844	Rockvale Square	10/18/1996	1/31/2012	Active	ROCKVALE OUTLETS
03093116846		6846	Maine Outlet Mall	11/9/1996	10/31/2010	Active	CPG KITTERY HOLDINGS LLC
03093116847		6847	Prime Outlets - Orlando	7/13/1990	7/31/2017	Active	ORLANDO OUTLET OWNER LLC
03093116855		6855	Prime Outlets - Queenstown	7/25/1989	12/31/2012	Active	SECOND HORIZON GROUP LP
03093116863		6863	Prime Outlets - Williamsburg	8/29/1997	8/31/2012	Active	WILLIAMSBURG OUTLETS LLC
03093116868		6868	Prime Outlets - Ellenton	10/15/1992	2/28/2015	Active	GULF COAST FTY SHOPS LP/WACHOV
03093116874		6874	Tanger Outlet Center	4/24/1993	4/30/2018	Active	TANGER PROPERTIES LP
03093116887		6887	Belz Factory Outlet	3/1/1991	2/28/2012	Active	FOM PIGEON FORGE LLC
03093116950		6950	Warrenton Outlet Center	10/29/1993	1/31/2009	Active	PPRE/WARRENTON LLC
03093116952		6952	Lakes Region Factory Stores	7/15/1994	7/31/2009	Active	COROC/LAKES REGION LLC
03093116953		6953	Edinburgh Premium Outlet	11/25/1994	11/30/2011	Active	CPG PARTNERS L.P.

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03093116956		6956	Penn’s Purchase Factory Outlet	5/20/1995	4/30/2010	Active	PENN’S PURCHASE FACTORY STORES
03093116958		6958	Hilton Head Factory Stores	4/22/1989	4/30/2009	Active	COROC/HILTON HEAD I LLC
03093116959		6959	Outlets at Anthem	9/13/1996	3/31/2009	Active	CRAIG REALTY GROUP ANTHEM LP
03093116960		6960	Pigeon Forge Outlet Partners	8/31/1996	8/31/2009	Active	PIGEON FORGE OUTLET PARTNERS L
03093116961		6961	Branson Meadows	9/14/1996	12/31/2009	Active	CPG FINANCE I, LLC - 6738
03093116962		6962	Vacaville Premium Outlets	10/20/1996	10/31/2011	Active	CPG FINANCE II, LLC
03093116964		6964	Tanger Center - Commerce	10/3/1997	1/31/2013	Active	TANGER PROPERTIES LP
03093116965		6965	The Outlets at Hershey	8/31/1996	8/31/2011	Active	FSH ASSOCIATES LP
03093116967		6967	Gilroy Premium Outlets	5/23/1997	5/31/2014	Active	GILROY PREMIUM OUTLETS LLC
03093116968		6968	Tanger Outlet - Riverhead	5/3/1997	4/30/2012	Active	TANGER PROPERTIES LP
03093116969		6969	Westbrook Factory	10/12/1996	10/31/2011	Active	RR WESTBROOK, INC.
03093116971		6971	Potomac Mills	6/6/1997	6/30/2012	Active	MALL AT POTOMAC MILLS LLC
03093116973		6973	Easy Spirit Outlet	2/13/1997	1/31/2010	Active	BSR MANAGEMENT LLC
03093116975		6975	Tanger Center - Boaz	7/18/1997	1/31/2009	Month-to-Month	NORTHEAST ENTERPRISES INC
03093116976		6976	Tanger Center - West Branch	8/22/1997	1/31/2009	Active	TANGER PROPERTIES LP
03093116978		6978	Vero Fashion Outlets LLC	8/24/1997	1/31/2010	Active	VERO FASHION OUTLETS LLC
03093116984		6984	Easy Spirit	9/3/1997	2/22/2022	Active	VILLAGE OF RIPLEY
03093116986		6986	St. Augustine Factory Outlets	7/29/1999	1/31/2013	Active	LVP ST AUGUSTINE OUTLETS LLC
03093116987		6987	Aurora Farms Premium Outlets	2/1/2000	12/31/2014	Active	CPG PARTNERS L.P.
03093116988		6988	Tanger Outlet - Myrtle Beach	5/29/1998	5/31/2010	Active	COROC/MYRTLE BEACH LLC
03093116989		6989	Prime Outlets - Calhoun	11/19/1992	1/31/2015	Active	CALHOUN OUTLETS LLC C/O WACHOV
03093116991		6991	Camarillo Premium Outlets	6/1/2001	5/31/2011	Active	CPG PARTNERS L.P.
03093116992		6992	Silver Sands Factory Outlet	7/1/2001	7/31/2013	Active	SILVER SANDS JOINT VENTURE PAR
03093116993		6993	N. Georgia Premium Outlets	7/1/2001	9/30/2011	Active	CPG PARTNERS L.P.
03093116994		6994	Discover Mills	11/1/2001	1/31/2009	S	SUGARLOAF MILLS LP-6994
03093116996		6996	Allen Premium Outlets	11/3/2001	11/30/2011	Active	CHELSEA ALLEN DEVELOPMENT, L.P
03093116999		6999	Leesburg Corner Premium Outlet	3/14/2002	1/31/2009	Month-to-Month	CPG PARTNERS L.P.
03095427001		7001	Kings Plaza Shopping Center	3/27/1991	8/31/2012	Active	ALEXANDER’S KINGS PLAZA CENTER
03095427002		7002	Menlo Park Mall	9/27/1991	1/31/2019	Active	4666 SHOPPING CENTER ASSOC.
03095427005		7005	Southdale Center	8/21/1991	1/31/2009	Month-to-Month	SOUTHDALE LP
03095427007		7007	Montgomery Mall	10/18/1991	6/30/2012	Active	MONTGOMERY MALL
03095427008		7008	Oakbrook Shopping Center	4/5/1991	3/31/2011	Active	OAKBROOK SHOPPING CENTER LLC
03095427010		7010	South Park Mall Storage	10/1/2007	6/30/2009	Active	SOUTH PARK MALL LIMITED PARTNE
03095427010		7010	Southpark Mall	9/5/1991	1/31/2013	Active	#7605 SOUTHPARK
03095427011		7011	South Shore Plaza	11/8/2003	1/31/2013	Active	4838 BRAINTREE PROP ASSOC LP
03095427012		7012	Towson Town Center	10/16/1991	10/31/2010	Active	TOWSON TC, LLC
03095427013		7013	Mall at Green Hills	8/31/1991	1/31/2012	Active	THE MALL AT GREEN HILLS MANAGE
03095427014		7014	Walden Galleria	10/31/1991	2/28/2018	Active	PYRAMID WALDEN CO LP
03095427016		7016	Crossgates Mall	4/17/1992	1/31/2009	Active	CROSSGATES MALL CO. NEWCO LLC
03095427018		7018	Scottsdale Fashion Square	10/18/1991	12/31/2012	Active	SCOTTSDALE FASHION SQUARE PTSH

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095427022		7022	South Coast Plaza	11/19/1991	1/31/2012	Active	SOUTH COAST PLAZA
03095427100		7100	Mall of America	8/11/1992	1/31/2013	Active	MOAC MALL HOLDINGS LLC
03095427103		7103	Embarcadero Center	4/23/1992	5/31/2012	Active	BOSTON PROPERTIES-EMBARCADERO
03095427106		7106	Reston Town Center	11/5/1992	4/30/2009	Active	RESTON TOWN CENTER PROPERTY LL
03095427108		7108	Paseo Nueva Mall	11/27/1992	1/31/2018	Active	I&G DIRECT REAL ESTATE 3. LP
03095427108		7108	Paseo Nueva Mall	11/1/1998	1/31/2009	Month-to-Month	PAVILION
03095427111		7111	Glendale Galleria	8/21/1992	7/31/2011	Active	GLENDALE GALLERIA
03095427114		7114	University Town Center	11/21/1992	1/31/2015	Active	UNIVERSITY TOWNE CENTRE - 711
03095427115		7115	Pioneer Place	9/23/1992	1/31/2009	Month-to-Month	PIONEER PLACE LP
03095427116		7116	Westlake Mall	9/28/1992	1/31/2009	Month-to-Month	WESTLAKE CENTER ASSOCIATES
03095427117		7117	Burlington Mall	11/27/1992	1/31/2009	Month-to-Month	4822 BELLWETHER PROP OF MA
03095427118		7118	Westfield Shoppingtown Garden	11/27/1992	6/30/2013	Active	WESTFIELD GARDEN STATE PLAZA L
03095427119		7119	Westside Pavilion	11/10/1992	1/31/2019	Active	MACERICH WESTSIDE LP
03095427121		7121	Mall St. Matthews	12/20/1992	1/31/2010	Active	MALL ST MATTHEWS LP
03095427122		7122	San Francisco Center	2/1/2005	1/31/2015	Active	SAN FRANCISCO SHOPPING CTR ASS
03095427200		7200	Hillsdale Mall	3/31/1993	1/31/2009	Month-to-Month	BOHANNON DEVELOPMENT COMPANY
03095427202		7202	Stanford Shopping Center	4/28/1993	5/31/2013	Active	4692 SPG CENTER LLC
03095427203		7203	Lakeside Mall	5/8/1993	1/31/2017	Active	GREATER LAKESIDE SHOPPING CENT
03095427203		7203	Lakeside Mall	5/8/1993	1/31/2017	Active	GREATER LAKESIDE SHOPPING CENT
03095427203		7203	U-Haul International	12/29/2006	1/31/2009	Month-to-Month	U-HAUL INTERNATIONAL
03095427204		7204	Bellevue Square	6/6/1993	7/31/2014	Active	BELLEVUE SQUARE LLC
03095427208		7208	Dallas Galleria	8/14/1993	1/31/2014	Active	GALLERIA MALL INVESTORS LP
03095427209		7209	Downtown Plaza	10/20/1993	1/31/2009	Month-to-Month	DOWNTOWN PLAZA LLC
03095427214		7214	Highland Mall	8/28/1993	4/30/2011	Active	HIGHLAND MALL JV
03095427216		7216	The Grove at Shrewsbury	10/16/1993	1/31/2014	Active	RTE 35 SHREWSBURY LTD.
03095427300		7300	The Westchester	3/17/1995	3/31/2015	Active	4676 WESTCHESTER MALL LLC
03095427300		7300	The Westchester Storage	2/1/2007	1/31/2009	Active	THE WESTCHESTER STORAGE
03095427303		7303	Shops at Liberty Place	11/17/1993	1/31/2014	Active	LIBERTY PLACE RETAIL ASSOC. LP
03095427304		7304	Fashion Mall at Keystone Cross	11/17/1993	1/31/2014	Active	SDG FASHION MALL LP
03095427307		7307	Central Ave.	11/24/1993	1/31/2009	Active	NATIONWIDE MGMT CORP
03095427310		7310	Warwick Mall	11/26/1993	1/31/2012	Active	WARWICK MALL
03095427311		7311	Circle Center Mall	9/8/1995	1/31/2016	Active	0564 CIRCLE CENTRE MALL LLC
03095427313		7313	Eastview Commons	10/2/1995	3/31/2016	Active	EASTVIEW MALL, LLC
03095427314		7314	Natick Mall	10/12/1994	1/31/2009	Month-to-Month	GGP-NATICK COLLECTION
03095427317		7317	Nine West	10/20/1994	1/11/2017	Active	METROPOLITAN TRANSPORTATION AU
03095427321		7321	Willowbrook Mall	5/13/1994	1/31/2014	Active	GGP WILLOWBROOK LP
03095427327		7327	Nine West	9/22/1994	12/31/2012	Active	YEUNG CHI SHING, INC.
03095427328		7328	Tower Place Mall	6/4/1994	1/31/2009	Month-to-Month	TPM ASSOCIATES LLC
03095427329		7329	West Shore Plaza	6/30/1994	6/30/2014	Active	GLIMCHER WESTSHORE LLC
03095427332		7332	Four Seasons Town Center	4/29/1995	7/31/2015	Active	GGP-FOUR SEASONS, LLC

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095427333		7333	Nine West	9/17/1994	12/31/2017	Active	STEPHEN BRETT & COMPANY
03095427337		7337	Princeton Palmer Square	10/28/1994	7/31/2009	Active	PALMER SQUARE LP
03095427338		7338	Nine West	12/30/1994	12/31/2016	Active	577 RETAIL LLC
03095427339		7339	Coral Square Mall	1/1/1995	1/31/2017	Active	9862 CORAL-CS LTD. ASSOCIATES
03095427339		7339	Coral Square Mall	1/1/1995	1/31/2017	Active	9862 CORAL-CS LTD. ASSOCIATES
03095427339		7339	Coral Square Mall	6/1/2008	5/31/2009	Active	CORAL SQUARE MALL
03095427340		7340	Miami International Mall	12/23/1994	12/31/2013	Active	9780 MALL AT MIAMI INTERNATION
03095427340		7340	Miami International Mall	4/1/2007	3/31/2009	Active	MIAMI INT’L MALL
03095427342		7342	Haywood Mall	3/18/1995	3/31/2015	Active	4825 SPG,L.P. AS AGENTS FOR
03095427343		7343	Nine West	12/30/1994	5/31/2014	Active	BANK OF AMERICA,N.A.
03095427345		7345	Nine West	1/21/1995	12/31/2015	Active	RICKY HUEY
03095427350		7350	Ala Moana Center	11/9/1996	1/31/2016	Active	GGP ALA MOANA L.L.C.
03095427351		7351	Orlando Fashion Sq. Mall	8/22/1995	1/31/2009	Month-to-Month	PR ORLANDO FASHION SQUARE LLC
03095427352		7352	Mall Del Norte Shopping Center	6/23/1995	7/31/2015	Active	MALL DEL NORTE LLC
03095427354		7354	Santa Anita Fashion Park	5/13/1995	6/30/2015	Active	WESTFIELD SHOPPINGTOWN SANTA A
03095427355		7355	Northpark Mall	4/12/1995	3/31/2015	Active	NORTHPARK MALL
03095427356		7356	Crabtree Valley Mall	3/11/1995	3/31/2015	Active	CVM HOLDINGS, LLC
03095427357		7357	Regency Square	5/13/1995	4/30/2011	Active	TRG-REGENCY SQUARE ASSOCIATES
03095427359		7359	Tower City Mall	3/31/1995	1/31/2016	Active	TOWER CITY AVENUE LLC
03095427364		7364	Cielo Vista Mall	5/3/1995	1/31/2018	Active	0511 SIMON PROP GRP (TX) LP
03095427365		7365	Laurel Park Place	6/22/1995	9/30/2015	Active	LAUREL PARK RETAIL PROP
03095427369		7369	University Park Village	11/16/1995	12/31/2015	Active	UCR ASSET SERVICES
03095427372		7372	Mall at Steamtown	7/26/1995	12/31/2010	Active	STEAMTOWN MALL PARTNERS
03095427379		7379	Somerset Collection	8/15/1996	1/31/2017	Active	FRANKEL/FORBES-COHEN ASSOCIATE
03095427379		7379	Somerset Collection M/A Dues	8/15/1996	1/31/2017	Active	SOMERSET COLLECTION MERCHANTS
03095427380		7380	Nine West	8/22/1996	1/21/2011	Active	SAHAAR REALTY CORP.
03095427385		7385	Pembroke Lakes Mall	12/21/1995	1/31/2014	Active	PEMBROKE LAKES
03095427385		7385	Pembroke Lakes Mall	2/9/2006	2/29/2008	Active	PEMBROKE LAKES MALL
03095427386		7386	Los Cerritos Center	5/25/1996	6/30/2015	Active	MACERICH CERRITOS LLC
03095427387		7387	Charlottesville Fashion Sq.	3/1/1996	3/31/2016	Active	4661 SHOPPING CENTER ASSOC
03095427388		7388	Riverwalk	12/29/1995	2/28/2010	Active	RIVERWALK MARKETPLACE
03095427392		7392	Mall of Louisiana	10/29/1997	1/31/2017	Active	GGP MALL OF LOUISIANA LP
03095427393		7393	Wolfchase Galleria	2/26/1997	2/28/2017	Active	GALLERIA AT WOLFCHASE LLC
03095427394		7394	Providence Place	8/20/1999	8/20/2009	Active	ROUSE PROVIDENCE LLC
03095427395		7395	Nine West	10/17/1996	10/31/2012	Active	7TH STREET ASSOCIATES
03095427400		7400	Penn Square Mall	10/17/1996	12/31/2016	Active	7603 PENN SQUARE MALL
03095427400		7400	Penn Square Mall	10/17/1996	12/31/2016	Active	7603 PENN SQUARE MALL
03095427400		7400	Penn Square Mall-Storage	11/1/2006	10/31/2009	Active	PENN SQUARE MALL
03095427407		7407	The Avenues	5/11/1991	6/30/2011	Active	8087 JACKSONVILLE AVENUES LP
03095427407		7407	The Avenues	1/1/2006	1/31/2009	Month-to-Month	THE AVENUES

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095427408		7408	The Galleria Mall	6/10/1997	12/31/2017	Active	KEYSTONE FLORIDA PROP HOLDING
03095427408		7408	The Galleria Mall	6/10/1997	12/31/2017	Active	KEYSTONE FLORIDA PROP HOLDING
03095427409		7409	Nine West	3/26/1998	12/31/2017	Active	KING @ MARKET LP
03095427413		7413	The Arboretum	7/22/1997	1/31/2013	Active	4602 SPG ARB ASSOCIATES L.P.
03095427414		7414	Galleria Mall	10/10/1997	1/31/2009	Month-to-Month	GALLERIA AT WHITE PLAINS
03095427416		7416	Green Acres Mall	7/23/1997	1/31/2018	Active	GREEN ACRES MALL LLC
03095427418		7418	Union Station	12/5/1997	1/31/2009	Month-to-Month	UNION STATION INVESTCO LLC
03095427421		7421	Newport Centre Mall	10/2/1997	1/31/2018	Active	2810 NEWPORT CENTRE LLC
03095427425		7425	White Flint Mall	11/22/1997	11/30/2017	Active	WHITE FLINT LP
03095427428		7428	Atrium at Chestnut	3/3/1998	1/31/2009	Month-to-Month	MAYFLOWER ATRIUM LLC
03095427429		7429	Hanes Mall	3/21/1998	1/31/2019	Active	JG WINSTON-SALEM LLC
03095427433		7433	Pitt Airport	5/15/1998	12/31/2016	Active	BAA PITTSBURGH INC.
03095427435		7435	Valencia Town Center	12/1/1998	1/31/2009	Active	VALENCIA TOWN CENTER VENTURE L
03095427442		7442	Citrus Park Town Center	3/3/1999	2/28/2009	Active	CITRUS PARK VENTURE LP
03095427445		7445	Houston Galleria	6/15/1984	2/28/2013	Active	7623 SA GALLERIA IV LP
03095427445		7445	Houston Galleria	2/15/2008	1/31/2009	Month-to-Month	THE GALLERIA
03095427446		7446	Dadeland Mall	7/14/1984	3/31/2014	Active	SDG DADELAND ASSOCIATES, INC.
03095427448		7448	Water Tower Mall	5/25/2001	9/30/2018	Active	ROUSE (WATER TOWER LLC)
03095427448		7448	110 N. Wacker Dr.	5/25/2001	9/30/2018	Active	ROUSE (WATER TOWER LLC)
03095427450		7450	The Shops at Willow Bend	8/20/2001	1/31/2010	Active	WILLOW BEND ASSOCIATES LP
03095427451		7451	Nine West	9/16/1995	4/30/2010	Active	HINES 425 LEXINGTON AVE LLC
03095427453		7453	Triangle Towne Center	8/14/2002	12/27/2008	Active	TRIANGLE TOWN CENTER
03095427454		7454	Mall of Millennia	10/18/2002	1/31/2011	Active	FORBES TAUBMAN ORLANDO LLC
03095427454		7454	Mall of Millennia Promo Fund	10/18/2002	1/31/2011	Active	THE MALL AT MILLENIA PROMOTION
03095427455		7455	Nine West	5/19/1995	11/30/2009	Active	CEDAR MANAGEMENT CORP.
03095427456		7456	Fashion Show	10/2/2002	9/30/2012	Active	FASHION SHOW MGMT., LLC
03095427456		7456	Fashion Show Mall-Storage	3/1/2007	2/28/2009	Active	ROUSE-FS LLC
03095427457		7457	Nine West	7/23/2002	6/9/2012	Active	CABR A/A/F MTA 2 BROADWAY TRUS
03095427459		7459	Independence Mall	9/25/2002	6/30/2012	Active	CENTRO INDEPENDENCE LLC
03095427461		7461	Hollywood and Highland	7/6/2002	7/31/2012	Active	CIM/H&H RETAIL,L.P.
03095427462		7462	Coastland Center	10/19/2002	1/31/2015	Active	COASTLAND CENTER L.P.
03095427463		7463	Livingston Mall	4/23/2003	4/30/2023	Active	4828 LIVINGSTON MALL VENTURE
03095427464		7464	Nine West	3/17/1994	12/31/2013	Active	701 N. MICHIGAN LLC
03095427467		7467	Nine West	11/16/1995	1/31/2011	Active	A. ELKINS TRUST & GEORGE ELKIN
03095427470		7470	Clark Street	7/2/2003	7/31/2013	Active	NOP-HINES AAF HB BUILDING LLC
03095427471		7471	Hyatt Regency Waikiki	11/26/2003	9/30/2013	Active	HYATT REGENCY WAIKIKI
03095427472		7472	Town & Country Partnership	10/10/1996	10/31/2010	Active	TOWN & COUNTRY PARTNERSHIP
03095427473		7473	The Mall at Wellington Green	11/8/2003	1/31/2013	Active	TJ PALM BEACH ASSOCIATES L.P.
03095427474		7474	The Mall at Short Hills	4/3/2004	1/31/2014	Active	SHORT HILLS ASSOCIATES LLC
03095427475		7475	The Shoppes at Farmington	11/17/2004	11/30/2014	Active	W/S PEAK CANTON PROPERTIES LLC

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095427476		7476	Wheaton Plaza	1/10/2005	1/31/2015	Active	WHEATON PLAZA REGIONAL SC LLP
03095427477		7477	Fanueil Hall Market Place	7/2/2004	1/31/2011	Active	FANEUIL HALL MARKETPLACE INC.
03095427478		7478	LaPlaza Mall	11/15/2004	1/31/2015	Active	LA PLAZA SELF STORAGE
03095427478		7478	LaPlaza Mall	11/18/2004	1/31/2015	Active	LA PLAZA MALL
03095427479		7479	Twelve Oaks	1/31/2005	1/31/2015	Active	TWELVE OAKS MALL LP
03095427480		7480	Palisades Center	2/8/2005	2/7/2015	Active	EKLECCO NEWCO LLC
03095427481		7481	The Falls Shopping Center	9/22/2006	9/30/2016	Active	FALLS SHOPPING CENTER ASSOCIAT
03095427481		7481	The Falls Shopping Center	7/10/2007	6/30/2009	Active	THE FALLS SHOPPING CENTER ASSO
03095427482		7482	The Shops at LaCantera	4/14/2005	9/30/2015	Active	THE SHOPS AT LA CANTERA
03095427483		7483	Mall of Acadiana	11/24/2004	12/31/2014	Active	ACADIANA MALL CMBS LLC
03095427484		7484	Shoppingtown Mall	12/15/2004	12/31/2014	Month-to-Month	SHOPPINGTOWN MALL LLC
03095427485		7485	Northlake Mall	9/15/2005	1/31/2015	Active	TRG CHARLOTTE LLC
03095427486		7486	Lynnhaven Mall	4/24/2005	7/31/2015	Active	LYNNHAVEN MALL LLC
03095427487		7487	Rockefeller Plaza - Nine West	2/15/2005	2/28/2015	Active	RCPI LANDMARK PROPERTIES LLC
03095427490		7490	Westfield Shoppingtown Trumbul	5/2/2005	6/30/2015	Active	TRUMBULL SHOPPING CENTER #2 LL
03095427491		7491	Firewheel Town Center	10/7/2005	5/8/2019	Active	1308 SIMON PROPERTY GROUP(TEXA
03095427492		7492	Paramus Park Shopping Center	8/10/2005	8/31/2015	Active	PARAMUS PARK SHOPPING CENTER
03095427493		7493	West Towne Mall	8/8/2005	12/31/2015	Active	MADISON/WEST TOWNE LLC
03095427494		7494	Simi Valley Town Center	10/27/2005	10/31/2015	Active	SIMI VALLEY MALL LLC
03095427495		7495	Nine West	8/28/2006	6/30/2016	Active	SEIDMAN REALTY CO
03095427497		7497	The City Place	9/1/2006	8/31/2016	Active	CITY PLACE RETAIL LLC
03095427498		7498	Atlantic Station	4/19/2006	4/30/2016	Active	ATLANTA TOWN CENTER LLC
03095427500		7500	Mizner Park	9/22/2006	9/30/2016	Active	MIZNER PARK VENTURE, LLC
03095427501		7501	The Mall at Partridge Creek	10/15/2007	9/30/2017	Active	PATRIDGE CREEK FASHION PARK LL
03095427502		7502	Rockaway Town Square	9/8/2006	10/31/2016	Active	ROCKAWAY CENTER ASSOCIATES
03095427503		7503	Topanga Plaza	10/6/2006	6/30/2017	Active	WESTFIELD TOPANGA OWNER LP
03095427505		7505	Padre Staples Mall	8/30/2006	1/31/2017	Active	CORPUS CHRISTI RETAIL VENTURE
03095427506		7506	Westfield North County	7/1/2006	1/31/2016	Active	NORTH COUNTY FAIR
03095427507		7507	U-Haul International	9/27/2007	12/31/2008	Active	U-HAUL INTERNATIONAL
03095427507		7507	Woodlands Mall	12/29/2006	1/31/2017	Active	THE WOODLANDS MALL ASSOCIATES
03095427509		7509	The Greene Mall	12/2/2006	1/31/2017	Active	GREENE TOWN CENTER LLC
03095427510		7510	Clybourn Galleria	10/30/2006	11/30/2011	Active	CLYBOURN GALLERIA INVESTORS LL
03095427510		7510	U-Stor-IT	11/21/2006	1/31/2009	Month-to-Month	U-STOR-IT
03095427511		7511	Augusta Mall	8/21/2006	1/31/2016	Active	AUGUSTA MALL PARTNERSHIP
03095427512		7512	Kahala Mall	10/16/2006	1/31/2017	Active	KAHALA CENTER COMPANY
03095427513		7513	Bayshore Town Center	10/1/2006	1/31/2017	Active	BAYSHORE TOWN CTR LLC C/OSTEIN
03095427515		7515	Pinnacle Hills Promenade	11/20/2006	1/31/2017	Active	ROGERS RETAIL LLC
03095427516		7516	Mall of Georgia	2/6/2007	1/31/2018	Active	4852 MALL OF GEORGIA
03095427517		7517	Southside Works	3/5/2007	4/30/2017	Active	2700 EAST CARSON STREET ASSOCI
03095427518		7518	Five Point Plaza	4/2/2007	1/31/2018	Active	SHER FIVE POINTS LLC

				Lease Begin	Lease End
Cost Center	Store #		Property Name	Date	Date	Status	Landlord Name
03095427520		7520	Coconut Point	3/19/2007	1/31/2017	Active	COCONUT POINT TOWNE CENTER LLC
03095427524		7524	Plaza Las Americas	8/1/2007	6/30/2018	Active	PLAZA LAS AMERICAS, INC
03095427525		7525	Southlake Town Square	5/10/2007	1/31/2018	Active	INLAND SOUTHWEST MANAGEMENT LL
03095427526		7526	MacArthur Ctr.	3/21/2008	1/31/2009	Month-to-Month	MACARTHUR SHOPPING CENTER
03095427527		7527	Blake Real Estate	11/28/2008	1/31/2019	Active	BLAKE REAL ESTATE INC.
03092928036		8036	Plaza Frontenac	8/26/1994	9/30/2016	Active	PLAZA FRONTENAC
03092928056		8056	Oak Court	6/30/1995	1/31/2017	Active	4668 SHOPPING CENTER ASSOC
03092928060		8060	The Falls	10/3/1996	1/31/2027	Active	FALLS SHOPPING CENTER ASSOCIAT
03092928076		8076	Mall of Louisiana	10/29/1997	1/31/2017	Active	GGP MALL OF LOUISIANA LP

Exhibit A to the
Security Agreement

FORM OF SECURITY AGREEMENT SUPPLEMENT

[Date of Security Agreement Supplement]

Wachovia Bank, National Association, as the Administrative Agent
for the Secured Parties referred to in the
2005 Credit Agreement referred to below
                                        
                                        

Attn:                                         

Jones Apparel Group USA, Inc.

Ladies and Gentlemen:

               Reference is made to (i) the Amended and Restated Credit Agreement dated as of May 16, 2005, amended and restated as of January 5, 2009 (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “2005 Credit Agreement”), among Jones Apparel Group USA, Inc. (formerly known as Kasper, Ltd.), a Delaware corporation, as the Borrower, the Additional Obligors, the Lenders party thereto, and Wachovia Bank, National Association, as Administrative Agent for the Lenders, and (ii) the Security Agreement dated as of January 5, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Grantors from time to time party thereto in favor of the Administrative Agent for the Secured Parties.      Terms defined in the 2005 Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the 2005 Credit Agreement or the Security Agreement.

               SECTION 1.      Grant of Security.      [Subject to the proviso to this Section 1,]¹ the undersigned hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in and to the following, in each case whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising (collectively, the undersigned’s “Collateral”):      all Inventory, Receivables, Related Contracts, all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of the undersigned pertaining to any of the undersigned’s Collateral, and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in

¹ Proviso applicable only to Credit Parties or Restricted Subsidiaries of a Credit Party.

Exhibit A to the
Jones Apparel
Security Agreement

this Section 1) and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral[, provided, that, notwithstanding any of the foregoing to the contrary, the Collateral shall not include any property which, pursuant to the Indenture, will require the undersigned to grant Liens in favor of the Trustee to equally and ratably secure any of the notes issued pursuant to the Indenture].

               SECTION 2.      Security for Obligations. The grant of a security interest in, the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Secured Obligations. Without limiting the generality of the foregoing, this Agreement secures, as to the undersigned, the payment of all amounts that constitute part of the Secured Obligations and would be owed by the undersigned to any Secured Party under the Loan Documents and the Additional Secured Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Credit Party.

               SECTION 3.      Representations and Warranties. (a) The undersigned’s exact legal name, location, chief executive office, type of organization, jurisdiction of organization and organizational identification number is set forth in Schedule I hereto. The undersigned has no trade names other than as listed on Schedule II hereto. Within the five years preceding the date hereof, the undersigned has not changed its name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule I hereto except as set forth in Schedule III hereto.

               (b) All of the Inventory of the undersigned is located at the places specified therefor in Schedule IV hereto. Within the five years preceding the date hereof, the undersigned has not changed the location of its Inventory except as set forth in Schedule III hereto.

               (c) The undersigned hereby makes each other representation and warranty set forth in Section 4 of the Security Agreement with respect to itself and the Collateral granted by it.

               SECTION 4.      Obligations Under the Security Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned, that each reference to the “Collateral” or any part thereof shall also mean and be a reference to the undersigned’s Collateral or part thereof, as the case may be, and that each reference in the Security Agreement to a Schedule shall also mean and be a reference to the schedules attached hereto.

               SECTION 5.      Governing Law. (a) This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit A to the
Jones Apparel
Security Agreement

A - 2

               (b) The undersigned hereby irrevocably consents to the personal jurisdiction of the state and federal courts located in New York County, New York, in any action, claim or other proceeding arising out of any dispute in connection with this Agreement, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations. The undersigned hereby irrevocably consents to the service of a summons and complaint and other process in any action, claim or proceeding brought by any other party in connection with the Security Agreement, any rights or obligations hereunder, or the performance of such rights and obligations, on behalf of itself or its property, in the manner specified in Section 16 of the Security Agreement.  Nothing in this Section 5 shall affect the right of the undersigned to serve legal process in any other manner permitted by Applicable Law or affect the right of the undersigned hereto to bring any action or proceeding against any other party to the Security or its properties in the courts of any other jurisdictions.

               (c) THE UNDERSIGNED HEREBY ACKNOWLEDGES IT IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

Very truly yours,
[NAME OF ADDITIONAL GRANTOR]
By
	Title:

Address for notices:

Exhibit A to the
Jones Apparel
Security Agreement

A - 3

EX-10.4

Exhibit 10.4

AMENDMENT NO. 3 TO THE
AMENDED AND RESTATED
FIVE-YEAR CREDIT AGREEMENT

Dated as of June 6, 2008

          AMENDMENT NO. 3 TO THE AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT by and among Jones Apparel Group USA, Inc. (formerly known as Kasper, Ltd.), a Delaware corporation (the “Borrower”), the other Additional Obligors referred to therein, the banks, financial institutions and other institutional lenders parties to the 2004 Credit Agreement referred to below (collectively, the “Lenders”) and Wachovia Bank, National Association, as agent (the “Administrative Agent”) for the Lenders.

          PRELIMINARY STATEMENTS:

          (1) The Borrower’s predecessor in interest Jones Apparel Group USA, Inc., a Pennsylvania corporation (“Old Jones USA”), the Additional Obligors, the Lenders, the Administrative Agent and other parties thereto had entered into an Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004, as amended by Amendment No. 1 dated as of November 17, 2004 and by Amendment No. 2 dated as of July 27, 2007 (as amended, the “2004 Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the 2004 Credit Agreement.

          (2) Old Jones USA merged into the Borrower as of January 1, 2007.

          (3) The Borrower has requested changes and modifications to the 2004 Credit Agreement as hereinafter set forth; the Required Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrower; and the Borrower and the Required Lenders have agreed to further amend the 2004 Credit Agreement as hereinafter set forth.

          SECTION 1. Amendments to 2004 Credit Agreement. The 2004 Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended in its entirety to read in full as set forth in Annex A hereto.

          SECTION 2. Conditions of Effectiveness. This Amendment is subject to the provisions of Section 14.11 of the 2004 Credit Agreement. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when and only when, on or before the Amendment Effective Date, the Administrative Agent shall have received:

          (a) Counterparts of this Amendment executed by the Borrower, the Additional Obligors and the Required Lenders.

          (b) A certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in the 2004 Credit Agreement, as amended hereby, are true, correct and complete in all material respects with the same effect as if made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and

2

correct in all material respects as of such earlier date); that the Borrower is not in violation of any of the covenants contained in the 2004 Credit Agreement, as amended hereby; that, after giving effect to the transactions contemplated by this Amendment, no Default or Event of Default has occurred and is continuing; and that each of the conditions to the effectiveness of this Amendment has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

          (c) A certificate of the secretary, assistant secretary or general counsel of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Amendment and certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the borrowings contemplated under the 2004 Credit Agreement, as amended hereby, and the execution, delivery and performance of this Amendment.

          (d) Favorable opinions of Ira M. Dansky, General Counsel to the Borrower, Cravath, Swaine & Moore LLP, special counsel to the Borrower, Schnader Harrison Segal & Lewis LLP, Pennsylvania counsel to the Borrower, and Drinker Biddle & Reath LLP, New Jersey counsel to the Borrower, addressed to the Administrative Agent and the Lenders with respect to the Borrower, the Loan Documents and such other matters as the Lenders shall reasonably request.

          SECTION 3. Reference to and Effect on the 2004 Credit Agreement and the Notes. (a) On and after the Amendment Effective Date, each reference in the 2004 Credit Agreement to “this Agreement”, “hereunder”, “hereof or words of like import referring to the 2004 Credit Agreement, and each reference in (i) the Notes and (ii) each of the other Loan Documents, to “the Credit Agreement”, “thereunder”, “thereof or words of like import referring to the 2004 Credit Agreement, shall mean and be a reference to the 2004 Credit Agreement, as amended by this Amendment.

          (b) The 2004 Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

          (c) Changes in the Applicable Margin effected by this Amendment shall be effective for all periods (or portions thereof) on and after the Amendment Effective Date. Any interest, fees or other amounts accruing on the basis of the Applicable Margin during periods (or portions thereof) prior to the Amendment Effective Date will accrue on the basis of the Applicable Margin in effect for such periods prior to the Amendment Effective Date.

          (d) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the 2004 Credit Agreement, nor constitute a waiver of any provision of the 2004 Credit Agreement.

3

          SECTION 4. Costs, Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent and the Arrangers in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and the Arrangers) in accordance with the terms of Section 14.2 of the 2004 Credit Agreement.

          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic medium shall be effective as delivery of a manually executed counterpart of this Amendment.

          SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

JONES APPAREL GROUP USA, INC., as Borrower
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer
JONES APPAREL GROUP, INC., as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer and Senior Vice President, Corporate Taxation and Risk Management
JONES APPAREL GROUP HOLDINGS, INC., as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer
JONES RETAIL CORPORATION, as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Vice President & Treasurer
NINE WEST FOOTWEAR CORPORATION, as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer

Agreed as of the date first above written: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Lender
By:	/s/ Susan T. Gallagher
	Name:	Susan T. Gallagher
	Title:	Director

JPMORGAN CHASE BANK, N.A., as Issuing Lender and Lender
By:	/s/ James A. Knight
	Name:	James A. Knight
	Title:	Vice President

CITIBANK, N.A., as Issuing Lender and Lender
By:	/s/ Shannon A. Sweeney
	Name:	Shannon A. Sweeney
	Title:	Vice President

BANK OF AMERICA, N.A., as Issuing Lender and Lender
By:	/s/ Thomas J. Kane
	Name:	Thomas J. Kane
	Title:	SVP

BARCLAYS BANK PLC, as Lender
By:	/s/ Alicia Borys
	Name:	Alicia Borys
	Title:	Manager

SUNTRUST BANK as Lender
By:	/s/ Michael J. Vegh
	Name:	Michael J. Vegh
	Title:	Vice President

THE ROYAL BANK OF SCOTLAND PLC, as Lender
By:	/s/ Belinda Tucker
	Name:	Belinda Tucker
	Title:	Senior Vice President

THE BANK OF NOVA SCOTIA as Lender
By:	/s/ Olivia L. Braun
	Name:	Olivia L. Braun
	Title:	Director

BANK OF TOKYO-MITSUBISHI UFJ, NEW YORK BRANCH as Lender
By:	/s/ Lillian Kim
	Name:	Lillian Kim
	Title:	Authorized Signatory

STANDARD CHARTERED BANK, as Lender
By:	/s/ David B. Edwards
	Name:	David B. Edwards
	Title:	Managing Director
By:	/s/ Robert K. Reddington
	Name:	Robert K. Reddington
	Title:	AVP/CREDIT DOCUMENTATION CREDIT RISK CONTROL STANDARD CHARTERED BANK N.Y.

THE BANK OF NEW YORK, as Lender
By:	/s/ David B. Wirl
	Name:	David B. Wirl
	Title:	Vice President

MIZUHO CORPORATE BANK, LTD., as Lender
By:	/s/ Raymond Ventura
	Name:	Raymond Ventura
	Title:	Deputy General Manager

Sumitomo Mitsui Banking Corporation, as Lender
By:	/s/ David A. Buck
	Name:	David A. Buck
	Title:	Senior Vice President

Union Bank of California, N.A., as Lender
By:	/s/ Ching Lim
	Name:	Ching Lim
	Title:	Vice President

U.S. BANK NATIONAL ASSOCIATION as Lender
By:	/s/ Frances W. Josephic
	Name:	Frances W. Josephic
	Title:	Vice President

The Norinchukin Bank,
as Lender
By:	/s/ Noritsugu Sato
	Name:	Noritsugu Sato
	Title:	General Manager

Fortis, as Lender
By:	/s/ Justin Mauch
	Name:	Justin Mauch
	Title:	Vice President

Fortis, as Lender
By:	/s/ Merho van Eacum
	Name:	Merho van Eacum
	Title:	Director

Mega International Commercial Bank New York Branch, as Lender
By:	/s/ Tsang-Pei Hsu
	Name:	Tsang-Pei Hsu
	Title:	VP & Deputy General Manager

Bank of China, New York Branch, as Lender
By:	/s/ William W. Smith
	Name:	William W. Smith
	Title:	Chief Lending Officer and DGM

CHANG HWA COMMERCIAL BANK, LTD. NEW YORK BRANCH, as Lender
By:	/s/ Jim C.Y. Chen
	Name:	Jim C.Y. Chen
	Title:	VP & General Manager

E.Sun Commercial Bank, Ltd., Los Angeles Branch, as Lender
By:	/s/ Benjamin Lin
	Name:	Benjamin Lin
	Title:	EVP & General Manager

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. as Lender
By:	/s/ Peter Tommaney
	Name:	Peter Tommaney
	Title:	Senior Vice President
By:	/s/ Christian Aguirre
	Name:	Christian Aguirre
	Title:	Assistant Vice President International Corporate Banking

MALAYAN BANKING BERHAD, as Lender
By:	/s/ Fauzi Zulkifli
	Name:	Fauzi Zulkifli
	Title:	General Manager

PNC BANK, NATIONAL ASSOCIATION, as Lender
By:	/s/ Denise D. Killen
	Name:	Denise D. Killen
	Title:	Senior Vice President

UNICREDITO ITALIANO, as Lender
By:	/s/ Charles Michael
	Name:	Charles Michael
	Title:	Vice President
By:	/s/ Codruta Mihaileanu
	Name:	Codruta Mihaileanu
	Title:	Account Officer

National Bank of Egypt — New York Branch, as Lender
By:	/s/ Mr. Hassan Eissa
	Name:	Mr. Hassan Eissa
	Title:	General Manager

BEAR STEARNS CORPORATE LENDING INC. as Lender
By:	/s/ Linda A. Carper
	Name:	Linda A. Carper
	Title:	Vice President

2

ANNEX A

$500,000,000

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

dated as of June 15, 2004,

AMENDED AND RESTATED AS OF JUNE 6, 2008

by and among

JONES APPAREL GROUP USA, INC.,

the Additional Obligors referred to herein,

the Lenders referred to herein,

CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers
and Joint Bookrunners,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

and

CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A.,
as Syndication Agents,

and

BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK
as Documentation Agents

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.1. Definitions		1
SECTION 1.2. General		16
SECTION 1.3. Other Definitions and Provisions		16
ARTICLE II REVOLVING CREDIT FACILITY		16
SECTION 2.1. Revolving Credit Loans		16
SECTION 2.2. Procedure for Advances of Revolving Credit Loans		16
SECTION 2.3. Repayment of Revolving Credit Loans		17
SECTION 2.4. Evidence of Debt		18
SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment		18
SECTION 2.6. Termination of Revolving Credit Facility		19
ARTICLE III LETTER OF CREDIT FACILITY		19
SECTION 3.1. L/C Commitment		19
SECTION 3.2. Procedure for Issuance of Letters of Credit		19
SECTION 3.3. Fees and Other Charges		20
SECTION 3.4. L/C Participations		20
SECTION 3.5. Reimbursement		21
SECTION 3.6. Obligations Absolute		22
SECTION 3.7 Effect of Application		22
ARTICLE IV [RESERVED]		22
ARTICLE V GENERAL LOAN PROVISIONS		22
SECTION 5.1. Interest		22
SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans		24

i

	Page
SECTION 5.3. Fees		24
SECTION 5.4. Manner of Payment		25
SECTION 5.5. Crediting of Payments and Proceeds		25
SECTION 5.6. Adjustments		26
SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent		26
SECTION 5.8. Joint and Several Liability of the Credit Parties		26
SECTION 5.9. Changed Circumstances		28
SECTION 5.10. Indemnity		30
SECTION 5.11. Capital Requirements		31
SECTION 5.12. Taxes		31
ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING		33
SECTION 6.1. Closing		33
SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit		33
SECTION 6.3. Conditions to Extensions of Credit		36
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES		36
SECTION 7.1. Representations and Warranties		36
SECTION 7.2. Survival of Representations and Warranties, Etc.		41
ARTICLE VIII FINANCIAL INFORMATION AND NOTICES		41
SECTION 8.1. Financial Statements and Projections		41
SECTION 8.2. Officer’s Compliance Certificate		42
SECTION 8.3. Accountants’ Certificate		42
SECTION 8.4. Other Reports		42
SECTION 8.5. Notice of Litigation and Other Matters		42
SECTION 8.6. Accuracy of Information		43
ARTICLE IX AFFIRMATIVE COVENANTS		43

ii

	Page
SECTION 9.1. Preservation of Corporate Existence and Related Matters		43
SECTION 9.2. Maintenance of Property		43
SECTION 9.3. Insurance		43
SECTION 9.4. Accounting Methods and Financial Records		44
SECTION 9.5. Payment and Performance of Obligations		44
SECTION 9.6. Compliance With Laws and Approvals		44
SECTION 9.7. Environmental Laws		44
SECTION 9.8. Compliance with ERISA		45
SECTION 9.9. Conduct of Business		45
SECTION 9.10. Visits and Inspections		45
SECTION 9.1l. Use of Proceeds		45
ARTICLE X FINANCIAL COVENANTS		45
SECTION 10.1. Interest Coverage Ratio		45
SECTION 10.2. Covenant Debt to EBITDA Ratio		46
SECTION 10.3. Asset Coverage Ratio		46
ARTICLE XI NEGATIVE COVENANTS		46
SECTION 11.1. Limitations on Debt and Guaranty Obligations		46
SECTION 11.2. [Reserved]		47
SECTION 11.3. Limitations on Liens		47
SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions		49
SECTION 11.5. Limitations on Mergers and Liquidation		50
SECTION 11.6. Limitations on Sale or Transfer of Assets		50
SECTION 11.7. Limitations on Dividends and Distributions		51
SECTION 11.8. Transactions with Affiliates		51
SECTION 11.9. Changes in Fiscal Year End		51
SECTION 11.10. Amendments; Payments and Prepayments of Material Debt and Subordinated Debt		51

iii

	Page
ARTICLE XII DEFAULT AND REMEDIES		51
SECTION 12.1. Events of Default		51
SECTION 12.2. Remedies		54
SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc.		54
ARTICLE XIII THE ADMINISTRATIVE AGENT		55
SECTION 13.1. Appointment		55
SECTION 13.2. Delegation of Duties		55
SECTION 13.3. Exculpatory Provisions		55
SECTION 13.4. Reliance by the Administrative Agent		55
SECTION 13.5. Notice of Default		56
SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders		56
SECTION 13.7. Indemnification		57
SECTION 13.8. The Administrative Agent in Its Individual Capacity		57
SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent		57
SECTION 13.10. Syndication and Documentation Agents		58
ARTICLE XIV MISCELLANEOUS		58
SECTION 14.1. Notices		58
SECTION 14.2. Expenses; Indemnity		59
SECTION 14.3. Set-off		59
SECTION 14.4. Governing Law		60
SECTION 14.5. Consent to Jurisdiction		60
SECTION 14.6. Waiver of Jury Trial		60
SECTION 14.7. Reversal of Payments		60
SECTION 14.8. Injunctive Relief; Punitive Damages		60
SECTION 14.9. Accounting Matters		61
SECTION 14.10. Successors and Assigns; Participations		61

iv

	Page
SECTION 14.11. Amendments, Waivers and Consents		65
SECTION 14.12. Performance of Duties		66
SECTION 14.13. All Powers Coupled with Interest		66
SECTION 14.14. Survival of Indemnities		66
SECTION 14.15. Titles and Captions		66
SECTION 14.16. Severability of Provisions		66
SECTION 14.17. Counterparts		66
SECTION 14.18. Term of Agreement		66
SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants		66
SECTION 14.20. Patriot Act		66
SECTION 14.21. Ratings of Loans		67
SECTION 14.22. Consent Under 2005 Credit Agreement		67

Exhibits
Exhibit A -	Form of Revolving Credit Note
Exhibit B -	Form of Notice of Revolving Credit Borrowing
Exhibit C -	Form of Notice of Account Designation
Exhibit D -	Form of Notice of Prepayment
Exhibit E -	Form of Notice of Conversion/Continuation
Exhibit F -	Form of Officer’s Compliance Certificate
Exhibit G -	Form of Assignment and Acceptance

Schedules
Schedule 1.1(a) -	Lenders and Revolving Credit Commitments
Schedule 1.1(b) -	Outstanding Letters of Credit
Schedule 7.1(b) -	Subsidiaries and Capitalization
Schedule 7.l(p) -	Debt and Guaranty Obligations
Schedule 7.l(q) -	Litigation

v

Schedule 11.3 -	Existing Liens
Schedule 11.4 -	Existing Loans, Advances and Investments

vi

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

Dated as of June 15, 2004

AMENDED AND RESTATED AS OF JUNE 6, 2008

          JONES APPAREL GROUP USA, INC. (formerly known as Kasper, Ltd.), a Delaware corporation, the Additional Obligors (as defined below), the Lenders who are or may become a party to this Agreement, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., as Syndication Agents, and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK, as Documentation Agents, agree as follows:

          PRELIMINARY STATEMENT. The Borrower’s predecessor in interest Jones Apparel Group USA, Inc., a Pennsylvania corporation (“Old Jones USA”), the Borrower, the Additional Obligors, the lenders parties thereto and Wachovia Bank, National Association (as successor in interest to First Union National Bank), as administrative agent, were parties to an Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004 (the “Existing Credit Agreement”). Old Jones USA merged into the Borrower as of January 1, 2007. The Borrower, the Additional Obligors, the parties hereto and Wachovia Bank, National Association, as Administrative Agent, desire to amend the Existing Credit Agreement as herein set forth and to restate it in its entirety giving effect to such amendment.

          NOW THEREFORE, the parties hereto agree that, subject to the conditions set forth in Section 2 of Amendment No. 3 to the Existing Credit Agreement, dated as of June 6, 2008, the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:

ARTICLE I DEFINITIONS

SECTION 1.1. Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

     “Additional Debt Securities” means Debt incurred after the Amendment Date, arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements (including in connection with the issuance of exchange securities in connection with any exchange offer registered under the Securities Act of 1933, as amended, following a private placement of Additional Debt Securities).

     “Additional Obligors” means the collective reference to Jones Apparel Group, Jones Apparel Group Holdings, Nine West Footwear and Jones Retail in their capacities as co-obligors under this Agreement.

     “Administrative Agent” means Wachovia in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 13.9.

     “Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 14.1(c).

     “Affiliate” means, with respect to any Person, any other Person (other than a Subsidiary) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     “Agreement” means this Five Year Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

     “Alternative Currency” means (a) Pounds Sterling, (b) the euro or (c) any other lawful currency (other than Dollars) acceptable to the Issuing Lenders which, in the case of this clause (c), is freely transferable and convertible into Dollars in the United States currency market and is freely available to all Issuing Lenders in the London interbank deposit market.

     “Alternative Currency L/C Commitment” means the lesser of (a) One Hundred Million Dollars ($100,000,000) and (b) the L/C Commitment.

     “Amendment Date” means June 6, 2008, the date upon which Amendment No. 3 to this Agreement became effective in accordance with its terms.

     “Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

     “Applicable Margin” means, for purposes of calculating (a) the Base Rate and LIBOR Rate for purposes of Section 5.1(a), (b) the L/C Fee for purposes of Section 3.3(a) or (c) the Commitment Fee for purposes of Section 5.3(a), the corresponding rate set forth below for the applicable rating of the senior, unsecured, long-term debt of the Credit Parties, on a collective basis (the “Debt Rating”) publicly announced by Standard & Poor’s, a division of The McGraw-Hill Companies (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”) as follows:

			Applicable Margin Per Annum
		Moody’s	LIBOR						Trade			Standby			Commitment
Level	S&P Rating	Rating	Rate			Base Rate			L/C Fee			L/C Fee			Fee
I	>=BBB	>=Baa2		1.750	%		0.7500	%		0.855	%		1.750	%		0.150	%
II	>=BBB-	>=Baa3		2.000	%		1.000	%		1.000	%		2.000	%		0.250	%
III	>=BB+	>=Ba1		2.250	%		1.250	%		1.125	%		2.250	%		0.375	%
IV	>=BB	>=Ba2		2.500	%		1.500	%		1.250	%		2.500	%		0.500	%
V	<=BB-	<=Ba3		2.750	%		1.750	%		1.375	%		2.750	%		0.625	%

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provided, that if both Moody’s and S&P shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then such Debt Rating shall be deemed to be Level V. In the event that the corresponding Debt Ratings publicly announced by S&P and Moody’s listed above differ by (a) one pricing level, the Applicable Margin shall be based on the higher of the two ratings, and (b) two or more pricing levels, the Applicable Margin shall be based on the rating one rating below the higher of the two ratings. Any change in the Applicable Margin shall be effective as of the Business Day on which the applicable rating is announced or is publicly available. If the rating system of S&P and Moody’s shall change, or if both of such rating agencies shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agencies and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation.

     “Application” means an application, in the form specified by any Issuing Lender from time to time, requesting such Issuing Lender to issue a Letter of Credit.

     “Asset Coverage Ratio” means the ratio of (a) the sum of gross inventory plus gross accounts receivable (as of the date of determination) to (b) the sum of (i) the aggregate principal amount of Loans outstanding and (ii) the aggregate principal amount of Loans outstanding under the 2005 Credit Agreement, in each case as of such date of determination.

     “Assignment and Acceptance” shall have the meaning assigned thereto in Section 14.10(b)(ii).

     “Base Rate” means, at any time, the higher of (a) the Prime Rate and (b) the sum of (i) the Federal Funds Rate plus (ii) 1/2 of 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate.

     “Base Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a).

     “Borrower” means Jones Apparel Group USA, Inc.

     “Business Day” means (a) any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina, Philadelphia, Pennsylvania and New York, New York, are not authorized or required by law to remain closed for the conduct of their commercial banking business, (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for trading in Dollar deposits in the London interbank market and (c) with respect to all notices and determinations in connection with, and payment of principal and interest on, any L/C Obligation denominated in an Alternative Currency, the term “Business Day” shall also exclude any day on which banks in London do not provide quotations for deposits denominated in such Alternative Currency.

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     “Capital Lease” means, with respect to the Credit Parties and their Subsidiaries, any lease of any property that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Credit Parties and their Subsidiaries.

     “Change in Control” shall have the meaning assigned thereto in Section 12.1(h).

     “Closing Date” means June 15, 2004.

     “Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “Commitment Fee” shall have the meaning assigned thereto in Section 5.3(a).

     “Consolidated” means, when used with reference to financial statements or financial statement items of the Credit Parties and their Subsidiaries, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

     “Correspondent” means any financial institution designated by an Issuing Lender to act as such Issuing Lender’s correspondent hereunder with respect to the distribution and payment of Letters of Credit denominated in an Alternative Currency.

     “Covenant Debt” means, for any date of calculation, Debt with respect to the Credit Parties and their Subsidiaries that would appear on a Consolidated balance sheet of the Credit Parties and their Subsidiaries prepared as of such date in accordance with GAAP.

     “Covenant Debt to EBITDA Ratio” means, for any date of calculation, Covenant Debt as of such date divided by EBITDA for the period of four (4) consecutive fiscal quarters ending on such date; provided that there shall be excluded from the calculation of Covenant Debt to EBITDA Ratio for the period ended on July 5, 2008, EBITDA (whether positive or negative) attributable to any discontinued operations.

     “Credit Facility” means the collective reference to the Revolving Credit Facility and the L/C Facility.

     “Credit Parties” means each of the Additional Obligors and the Borrower.

     “Debt” means, with respect to the Credit Parties and their Subsidiaries at any date and without duplication, the sum of the following calculated in accordance with GAAP: (a) all liabilities, obligations and indebtedness, in each case for borrowed money including but not limited to obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person, (b) all obligations to pay the deferred purchase price of property or services of any such Person, except trade liabilities arising in the ordinary course of business, (c) all obligations of any such Person as lessee under Capital Leases, (d) all Debt of any other Person secured by a Lien on any asset of any such Person, (e) all Guaranty Obligations of any such Person, (f) all obligations, contingent or otherwise, of any such Person relative to the amount of drawn letters of credit not reimbursed as required by the terms thereof, including without limitation any Reimbursement Obligation not reimbursed as required by the terms hereof, and banker’s

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acceptances issued for the account of any such Person, and (g) all net obligations incurred by any such Person pursuant to Hedging Agreements in respect of interest rate hedges.

     “Default” means any of the events specified in Section 12.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

     “Dispute” shall have the meaning assigned thereto in Section 14.6.

     “Dollar Amount” shall mean (a) with regard to any Obligation denominated in Dollars, the amount thereof and (b) with regard to any Obligation denominated in an Alternative Currency, the amount of Dollars which is equivalent to the sum of (i) the amount so expressed in an Alternative Currency at the applicable-quoted spot rate on the appropriate page of the Reuter’s Screen as determined by the Administrative Agent at the relevant time; plus (ii) any amounts owed by the Borrower pursuant to Section 3.5(b).

     “Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

     “EBITDA” means, with respect to the Credit Parties and their Subsidiaries on a Consolidated basis for any period, the sum of (a) Net Income for such period, plus (b) the sum of the following to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense and (iii) amortization, depreciation, extraordinary non-cash losses and any other non-cash charges (including amortization or write-off of goodwill, transaction expenses, covenants not to compete and other intangible assets, and non-cash charges resulting from purchase accounting related to any acquisition otherwise permitted pursuant to the terms of this Agreement) less (c) the sum of (i) any items of extraordinary gain which were included in determining Net Income and (ii) items of cash gains from the sale of assets to the extent such gains exceed $50,000,000 during such period.

     “EBITDAR” means, with respect to the Credit Parties and their Subsidiaries on a Consolidated basis for any period, the sum of (a) Net Income for such period, plus (b) the sum of the following to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense, (iii) amortization, depreciation, extraordinary non-cash losses and any other non-cash charges (including amortization or write-off of goodwill, transaction expenses, covenants not to compete and other intangible assets, and non-cash charges resulting from purchase accounting related to any acquisition otherwise permitted pursuant to the terms of this Agreement) and (iv) Rental Expense (exclusive of any amounts reflected in Interest Expense) less (c) the sum of (i) any items of extraordinary gain which were included in determining Net Income and (ii) items of cash gains from the sale of assets to the extent such gains exceed $50,000,000 during such period.

     “Eligible Assignee” means, with respect to any assignment of the rights, interest and obligations of a Lender hereunder, a Person that is at the time of such assignment (a) a commercial bank organized under the laws of the United States or any state thereof, having combined capital and surplus in excess of $500,000,000, (b) a commercial bank organized under the laws of any other country that is a member of the Organization of Economic Cooperation and Development, or a political subdivision of any such country, having combined capital and surplus in excess of $500,000,000, (c) a finance company,

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insurance company or other financial institution which in the ordinary course of business extends credit of the type extended hereunder and that has total assets in excess of $1,000,000,000, (d) already a Lender hereunder (whether as an original party to this Agreement or as the assignee of another Lender) or an Affiliate of a Lender hereunder, (e) the successor (whether by transfer of assets, merger or otherwise) to all or substantially all of the commercial lending business of the assigning Lender, (f) any SPC solely to the extent permitted by Section 14.10(h), or (g) any other Person that has been approved in writing as an Eligible Assignee by the Borrower and the Administrative Agent.

     “Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained for employees of the Borrower or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained for the employees of the Borrower or any current or former ERISA Affiliate.

     “EMU” mean economic and monetary union as contemplated in the Treaty on European Union.

     “Environmental Laws” means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, binding interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

     “ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “ERISA Affiliate” means any Person who together with the Borrower is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

     “euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the euro in one or more member states.

     “Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

     “Event of Default” means any of the events specified in Section 12.1, provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

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     “Existing Debt Securities” means the 4.250% Senior Notes due 2009, the 5.125% Senior Notes due 2014, and the 6.125% Senior Notes due 2034 of Jones Apparel Group.

     “Existing Loans” shall have the meaning assigned thereto in Section 6.2(f).

     “Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, and (ii) such Lender’s Revolving Credit Commitment Percentage of the Dollar Amount of the L/C Obligations then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

     “FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto.

     “Federal Funds Rate” means, the rate per annum (rounded upwards, if necessary, to the next higher l/100th of 1%) representing the daily effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H. 15 (519) or any successor or substitute publication selected by the Administrative Agent. If, for any reason, such rate is not available, then “Federal Funds Rate” shall mean a daily rate which is determined, in the opinion of the Administrative Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. (Charlotte time). Rates for weekends or holidays shall be the same as the rate for the most immediate preceding Business Day.

     “Fiscal Year” means the fiscal year of the Credit Parties and their Subsidiaries ending on December 31.

     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Credit Parties and their Subsidiaries throughout the period indicated.

     “Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

     “Governmental Authority” means any nation, province, state or political subdivision thereof, and any government or any Person exercising executive, legislative, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

     “Granting Lender” shall have the meaning assigned thereto in Section 14.10(h).

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     “Guaranty Obligation” means, with respect to the Credit Parties and their Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) a contractual commitment by one Person to invest in another Person for so long as such investment is expected to constitute a permitted investment under Section 11.4.

     “Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law, (d) the discharge or emission or release of which requires a permit or license under any Applicable Law or other Governmental Approval, or (e) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

     “Hedging Agreement” means any agreement with respect to an interest rate or currency swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate or currency risk exposure executed in connection with hedging the interest rate or currency exposure of any Credit Party, and any confirming letter executed pursuant to such hedging agreement, all as amended, restated or otherwise modified from time to time.

     “Interest Coverage Ratio” means, as of the last day of any fiscal quarter, EBITDAR for the period of four consecutive fiscal quarters ending on such date divided by the sum of (a) Interest Expense less the amortization of non-cash items included in “Interest Expense” (including, but not limited to, amortization of debt issuance costs) and (b) Rental Expense (exclusive of any amounts reflected in Interest Expense), both for the period of four consecutive fiscal quarters ending on such date; provided that there shall be excluded from the calculation of Interest Coverage Ratio for the period ended on July 5, 2008, EBITDAR (whether positive or negative) and any items of Interest Expense or Rental Expense attributable to any discontinued operations.

     “Interest Expense” means, for any period, total interest expense (including, without limitation, interest expense attributable to Capital Leases) determined on a consolidated basis, without duplication, for the Credit Parties and their Subsidiaries in accordance with GAAP.

     “Interest Period” shall have the meaning assigned thereto in Section 5.1(b).

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     “ISP 98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

     “Issuing Lender” means Wachovia, Citibank, N.A., JPMorgan Chase Bank, N.A. and Bank of America, N.A., each in its capacity as issuer of any Letter of Credit, and any other Lender mutually acceptable and on terms satisfactory to the Borrower, the Administrative Agent and such Lender; and Issuing Lenders means all such Lenders.

     “Jones Apparel Group” means Jones Apparel Group, Inc., a Pennsylvania corporation.

     “Jones Apparel Group Holdings” means Jones Apparel Group Holdings, Inc., a Delaware corporation.

     “Jones Retail” means Jones Retail Corporation, a New Jersey corporation.

     “L/C Commitment” means Five Hundred Million Dollars ($500,000,000).

     “L/C Facility” means the letter of credit facility established pursuant to Article III hereof.

     “L/C Fee” shall have the meaning assigned thereto in Section 3.3(a).

     “L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

     “L/C Participants” means the collective reference to all the Lenders having a Revolving Credit Commitment other than the applicable Issuing Lender.

     “Lender” means each Person executing this Agreement as a Lender set forth on the signature pages hereto and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 14.10 other than any party hereto that ceases to be a party hereto pursuant to any Assignment and Acceptance.

     “Lending Group Members” means the collective reference to (a) the Lenders party to this Agreement and (b) the lenders party to the 2005 Credit Agreement.

     “Lending Office” means, with respect to any Lender, for Revolving Credit Loans, the office of such Lender maintaining such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans.

     “Letters of Credit” shall have the meaning assigned thereto in Section 3.1.

     “LIBOR” means the rate of interest per annum determined on the basis of the rate for deposits in Dollars or an Alternative Currency (other than euro) in minimum amounts of at least $5,000,000 or the approximate Dollar Amount thereof, in the case of an Alternative Currency, for a period equal to the applicable Interest Period which appears on the British Bankers’ Association Interest Settlement Rates (or on any successor or substitute page of such service, or any successor to or substitute for such service,

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providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in such currency in the London interbank market) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest one hundredth of one percent (1/100%)). If, for any reason, such rate does not appear on British Bankers’ Association Interest Settlement Rates, then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average (rounded upward, if necessary, to the nearest one-hundredth of one percent (1/100%)) of the rate per annum at which deposits in Dollars or an Alternative Currency would be offered by the Reference Group in the London interbank market to the Administrative Agent as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period and in an amount substantially equal to the amount of the applicable Revolving Credit Loan.

     “LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR RATE =	LIBOR
	1.00 — Eurodollar Reserve Percentage

     “LIBOR Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a).

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

     “Loan” means a Revolving Credit Loan.

     “Loan Documents” means, collectively, this Agreement, the Notes, the Applications and each other document, instrument and agreement executed and delivered by any Credit Party, its Subsidiaries or their counsel in connection with this Agreement, all as may be amended, restated, supplemented or otherwise modified.

     “Material Adverse Effect” means, with respect to the Credit Parties or any of their Subsidiaries, a material adverse effect on the business, assets, operations or financial condition of the Credit Parties and their Subsidiaries taken as a whole or the ability of any such Person to perform its obligations under the Loan Documents, in each case to which it is a party.

     “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making (or has made), or is accruing (or has accrued) an obligation to make, contributions either presently or within the preceding six years.

     “Net Income” means, with respect to the Credit Parties and their Subsidiaries for any period, the Consolidated net income (or loss) of the Credit Parties and their

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Subsidiaries for such period determined in accordance with GAAP; provided, that there shall be excluded from net income (or loss) of a Person (the “computing Person”), the income (or loss) of any Person (other than a Subsidiary of the computing Person) in which the computing Person has an ownership interest unless received by the computing Person in a cash distribution.

     “Net Worth” means, with respect to the Credit Parties and their Subsidiaries, as of any date, the total shareholders’ equity that would appear on a Consolidated balance sheet of the Credit Parties and their Subsidiaries prepared as of such date in accordance with GAAP.

     “Nine West Footwear” means Nine West Footwear Corporation, a Delaware corporation.

     “Note” means a Revolving Credit Note.

     “Notice of Account Designation” shall have the meaning assigned thereto in Section 2.2(b).

     “Notice of Conversion/Continuation” shall have the meaning assigned thereto in Section 5.2.

     “Notice of Prepayment” shall have the meaning assigned thereto in Section 2.3(c).

     “Notice of Revolving Credit Borrowing” shall have the meaning assigned thereto in Section 2.2(a).

     “Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations, (c) all payment and other obligations owing by the Credit Parties to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement with any Lender or Affiliate of a Lender (which such Hedging Agreement is permitted hereunder), and (d) all other fees and commissions (including attorney’s fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders or the Administrative Agent, of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note, in each case under or in respect of this Agreement, any Note, any Letter of Credit or any of the other Loan Documents.

     “Officer’s Compliance Certificate” shall have the meaning assigned thereto in Section 8.2.

     “Operating Lease” shall mean, as to any Person, as determined in accordance with GAAP, any lease of property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

     “Other Taxes” shall have the meaning assigned thereto in Section 5.12(b).

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     “Outstanding Letters of Credit” means each letter of credit described on Schedule 1.1(b) and outstanding as of the Closing Date.

     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor agency.

     “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code.

     “Permitted Investment Policy” of the Credit Parties means the investment policy of the Credit Parties as in effect on the Amendment Date which has been approved by the Board of Directors of Jones Apparel Group, as amended, restated, supplemented or otherwise modified from time to time.

     “Permitted Lines of Business” shall have the meaning assigned thereto in Section 9.9.

     “Person” means an individual, corporation, limited liability company, partnership, association, trust, business trust, joint venture, joint stock company, pool, syndicate, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity or group thereof.

     “Pounds Sterling” means, unless otherwise qualified, pounds sterling in lawful currency of the United Kingdom.

     “Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate in effect at its principal office in Charlotte, North Carolina. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

     “Prior Credit Agreement” means the Five-Year Credit Agreement dated as of June 15, 1999 among Old Jones USA, the Borrower, the Additional Obligors (other than Jones Retail), the lenders parties thereto and Wachovia Bank, National Association (as successor in interest to First Union Bank), as administrative agent.

     “Prior Lenders” means, collectively, the lenders party to the Prior Credit Agreement.

     “Reference Group” shall mean the Lenders party to this Agreement on the Closing Date.

     “Register” shall have the meaning assigned thereto in Section 2.4(a).

     “Reimbursement Obligation” means the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

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     “Rental Expense” means, for any period, total rental expense (net of sublease income) determined on a consolidated basis, without duplication, for the Credit Parties and their Subsidiaries in accordance with GAAP.

     “Required Agreement Lenders” means, at any date, any combination of Lenders whose Revolving Credit Commitment Percentage equals at least fifty-one percent (51%) of the Revolving Credit Commitment or if the Revolving Credit Commitment has been terminated, any combination of Lenders who collectively hold at least fifty-one percent (51%) of the aggregate unpaid principal amount of the Extensions of Credit.

     “Required Lenders” means, at any date, any combination of Lending Group Members whose Total Committed Percentage equals at least fifty-one percent (51%) of the Total Committed Amount.

     “Responsible Officer” means any of the following: the chairman, president, chief executive officer, chief financial officer or treasurer or vice president and corporate controller of the Borrower or Jones Apparel Group or any other officer of the Borrower or Jones Apparel Group reasonably acceptable to the Administrative Agent.

     “Revolving Credit Commitment” means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to the Borrower and to participate in Letters of Credit hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1(a) hereto as such amount may be reduced or modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate Revolving Credit Commitment of all Lenders to make Revolving Credit Loans, as such amount may be reduced at any time or from time to time pursuant to the terms hereof. The Revolving Credit Commitment of all Lenders on the Amendment Date shall be Five Hundred Million Dollars ($500,000,000).

     “Revolving Credit Commitment Percentage” means, as to any Lender at any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Lender to (b) the Revolving Credit Commitment of all of the Lenders.

     “Revolving Credit Facility” means the revolving credit facility established pursuant to Article II hereof.

     “Revolving Credit Loans” means any revolving loan made to the Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

     “Revolving Credit Notes” means the collective reference to the Revolving Credit Notes made by the Borrower under this Agreement payable to the order of any such Lender requesting such note, substantially in the form of Exhibit A hereto, evidencing the obligation owed to such Lender under the Revolving Credit Facility, and any amendments and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part; “Revolving Credit Note” means any of such Revolving Credit Notes.

     “Revolving Credit Termination Date” means the earliest of the dates referred to in Section 2.6.

     “SPC” shall have the meaning assigned thereto in Section 14.10(h).

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     “Subordinated Debt” means the collective reference to Debt on Schedule 7.1(p) hereof designated as Subordinated Debt and any other Debt of the Credit Parties or any Subsidiary thereof subordinated in right and time of payment to the Obligations and otherwise permitted hereunder.

     “Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be Consolidated with those of the parent in the parent’s Consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent. Unless otherwise qualified references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower.

     “Syndication Agents” means Citibank, N.A. and JPMorgan Chase Bank, N.A., each in their capacity as syndication agent hereunder, and any successor thereto.

     “Taxes” shall have the meaning assigned thereto in Section 5.12(a).

     “Termination Event” means: (a) a “Reportable Event” described in Section 4043 of ERISA, or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA.

     “Total Committed Amount” means (a) as to any Lending Group Member, the sum of (i) the Revolving Credit Commitment of such Lending Group Member (or, if such Revolving Credit Commitment has been terminated, the aggregate unpaid principal amount of all outstanding Extensions of Credit of such Lending Group Member) plus (ii) the Revolving Credit Commitment (as defined in the 2005 Credit Agreement) of such Lending Group Member (or, if such Revolving Credit Commitment has been terminated, the aggregate unpaid principal amount of all outstanding Extensions of Credit (as defined in the 2005 Credit Agreement) of such Lending Group Member) and (b) as to all Lenders, the aggregate Total Committed Amount of all Lending Group Members.

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     “Total Committed Percentage” means, as to any Lending Group Member at any time, the ratio of (a) the amount of the Total Committed Amount of such Lending Group Member to (b) the aggregate Total Committed Amount of all Lending Group Members.

     “Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (signed February 7, 1992), as amended from time to time.

     “2005 Credit Agreement” means the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 by and among the Borrower, the Additional Obligors thereunder, the Administrative Agent thereunder and the financial institutions party thereto, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

     “2005 Credit Agreement Obligations” means the obligations of the Borrower and the Additional Obligors thereunder under the 2005 Credit Agreement.

     “UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended, restated or otherwise modified from time to time.

     “Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (1994 Revision), International Chamber of Commerce Publication No. 500.

     “United States” means the United States of America.

     “Wachovia” means Wachovia Bank, National Association, a national banking association, and its successors.

     “Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of capital stock or other ownership interests of such Subsidiary (other than directors’ qualifying shares) are, directly or indirectly, owned or controlled by any Credit Party and/or one or more of its Wholly-Owned Subsidiaries.

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SECTION 1.2. General. Unless otherwise specified, a reference in this Agreement to a particular section, subsection, Schedule or Exhibit is a reference to that section, subsection, Schedule or Exhibit of this Agreement. Terms defined in this Agreement and the 2005 Credit Agreement shall be construed consistently and no term defined herein shall be limited or restricted by any similar definition in the 2005 Credit Agreement nor shall any such term herein limit or restrict any similar definition in the 2005 Credit Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter. Any reference herein to “Charlotte time” shall refer to the applicable time of day in Charlotte, North Carolina.

SECTION 1.3. Other Definitions and Provisions. (a) Use of Capitalized Terms. Unless otherwise defined therein, all capitalized terms defined in this Agreement shall have the defined meanings when used in this Agreement and the other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement.

          (b) Miscellaneous. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (c) Any reference or usage of the word “amount” herein as it pertains to any Obligation denominated in an Alternative Currency shall be deemed to be a reference or usage of the term “Dollar Amount.”

ARTICLE II REVOLVING CREDIT FACILITY

SECTION 2.1. Revolving Credit Loans. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time from the Closing Date through the Revolving Credit Termination Date as requested by the Borrower in accordance with the terms of Section 2.2; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed the Revolving Credit Commitment less all outstanding L/C Obligations and (b) the principal amount of outstanding Revolving Credit Loans from any Lender to the Borrower shall not at any time exceed such Lender’s Revolving Credit Commitment less such Lender’s participations in outstanding L/C Obligations. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Termination Date.

SECTION 2.2. Procedure for Advances of Revolving Credit Loans. (a) Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached hereto as Exhibit B (a “Notice of Revolving Credit Borrowing”) not later than 11:00 a.m. (Charlotte time) (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be in an amount equal to the unused amount of the Revolving Credit Commitment, or if less, (x) with respect to Base Rate Loans in an aggregate principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof and (y) with respect to LIBOR Rate Loans in an

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aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether such Revolving Credit Loan is to be a LIBOR Rate Loan or Base Rate Loan, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. Notices received after 11:00 a.m. (Charlotte time) shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Revolving Credit Borrowing.

          (b) Disbursement of Revolving Credit Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice of account designation, substantially in the form of Exhibit C hereto (a “Notice of Account Designation”), delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section 2.2 for which any Lender is responsible to the extent that such Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Revolving Credit Loan.

SECTION 2.3. Repayment of Revolving Credit Loans. (a) Repayment on Termination Date. The Borrower shall repay the outstanding principal amount of all Revolving Credit Loans in full on the Revolving Credit Termination Date, with all accrued but unpaid interest thereon.

          (b) Mandatory Repayment of Excess Extensions of Credit. (i) If at any time the outstanding principal amount of all Revolving Credit Loans plus the Dollar Amount of all outstanding L/C Obligations exceeds the Revolving Credit Commitment, the Borrower shall repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Revolving Credit Loans and/or furnish cash collateral reasonably satisfactory to the Administrative Agent or repay the L/C Obligations in an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 12.2(b).

          (ii) Excess Alternative Currency Letters of Credit. If the Administrative Agent shall determine that the outstanding principal Dollar Amount of all outstanding Letters of Credit denominated in an Alternative Currency exceeds one hundred and five percent (105%) of the lesser of (A) the L/C Commitment less the sum of the outstanding principal amount of all L/C Obligations denominated in Dollars and (B) the Alternative Currency L/C Commitment, in each case as of the last Business Day of any calendar month during the term hereof, then not later than three (3) Business Days after notice of the amount of such excess from the Administrative Agent to the Borrower, the Borrower shall deposit an amount in Dollars equal to such excess with the Administrative Agent to be held as cash collateral in accordance with Section 12.2(b).

          (c) Optional Repayments. The Borrower may at any time and from time to time repay the Revolving Credit Loans, in whole or in part, upon at least three (3) Business Days’ irrevocable notice to the Administrative Agent with respect to LIBOR Rate Loans and one (1) Business Day’s irrevocable notice with respect to Base Rate Loans, in the form attached hereto as Exhibit D (a “Notice of Prepayment”) specifying the date and amount of repayment and whether the repayment is of LIBOR Rate Loans, Base Rate Loans, or a combination thereof, and, if of a

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combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial repayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $250,000 in excess thereof with respect to Base Rate Loans and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans.

          (d) Limitation on Repayment of LIBOR Rate Loans. The Borrower may not repay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such repayment is accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

SECTION 2.4. Evidence of Debt. (a) The Administrative Agent shall maintain a register and a subaccount therein for each Lender (the “Register”), in which shall be recorded (i) the amount of each Revolving Credit Loan made hereunder, including each Revolving Credit Loan evidenced by a Revolving Credit Note, and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

          (b) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.4(a) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded, absent manifest error; provided, however, that the failure of the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to the Borrower in accordance with the terms of this Agreement.

          (c) The Borrower hereby agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Revolving Credit Note of such Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A.

SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment (a) Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $5,000,000 or any whole multiple of $1,000,000 in excess thereof.

          (b) Each permanent reduction of the Revolving Credit Commitment made pursuant to this Section 2.5 shall be accompanied, if necessary, by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced and if the Revolving Credit Commitment as so reduced is less than the aggregate amount of all outstanding Letters of Credit, the Borrower shall be required to deposit in a cash collateral account opened by the Administrative Agent an amount equal to the amount by which the aggregate then undrawn and unexpired amount of such Letters of Credit exceeds the Revolving Credit Commitment as so reduced. Any reduction of the Revolving Credit Commitment to zero (including upon termination of the Revolving Credit Facility on the Revolving Credit Termination Date) shall be accompanied by payment of all outstanding Revolving Credit Loans (and furnishing of cash

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collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Revolving Credit Facility. Such cash collateral shall be applied in accordance with Section 12.2(b). If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

SECTION 2.6. Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the earliest of (a) June 15, 2009, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a).

ARTICLE III LETTER OF CREDIT FACILITY

SECTION 3.1. L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue trade and standby letters of credit (“Letters of Credit”) for the account of the Borrower and its specified Subsidiaries on any Business Day from the Closing Date to but not including the Revolving Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided, however, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the L/C Obligations on account of Letters of Credit denominated in an Alternative Currency would exceed the Alternative Currency L/C Commitment or (c) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars or an Alternative Currency, if such Letter of Credit is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than ten Business Days prior to the Revolving Credit Termination Date, and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Outstanding Letter of Credit shall be deemed to have been issued under this Agreement.

SECTION 3.2. Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender at any Issuing Lender’s office at any address mutually acceptable to the Borrower and such Issuing Lender an Application therefor, including, if applicable, the office of such Issuing Lender’s Correspondent, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any Application, such Issuing Lender shall process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article VI hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its

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receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. Within fifteen (15) Business Days after the end of each month, the Administrative Agent shall report to each Lender the average daily outstandings for each day in such month for all Letters of Credit during the previous month.

SECTION 3.3. Fees and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the “L/C Fee”) (i) with respect to each trade Letter of Credit, in an amount equal to the Applicable Margin for trade Letters of Credit times the average daily undrawn amount of such issued Letter of Credit as reported by the Administrative Agent pursuant to Section 3.2 and (ii) with respect to each standby Letter of Credit, in an amount equal to the Applicable Margin for standby Letters of Credit times the face amount of such Letter of Credit. Such fee shall be payable quarterly in arrears (x) for trade Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date and (y) for standby Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date.

          (b) In addition to the foregoing commission, the Borrower shall pay the Issuing Lenders an issuance fee of one eighth percent (1/8%) per annum on the face amount of each standby Letter of Credit, payable quarterly in arrears within fifteen (15) Business Days after the end of each calendar quarter of each calendar quarter and on the Revolving Credit Termination Date.

          (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants all fees received by the Administrative Agent in accordance with their respective Revolving Credit Commitment Percentages.

SECTION 3.4. L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Amount of such draft, or any part thereof, which is not so reimbursed, such payment to be made by the making of a Base Rate Loan in Dollars pursuant to Section 3.5(c) below.

          (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such

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payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

          (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section 3.4, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, or any payment of interest on account thereof), such Issuing Lender will distribute to such L/C Participant its pro rata share thereof in accordance with such L/C Participant’s Revolving Credit Commitment Percentage; provided, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

SECTION 3.5. Reimbursement. (a) Reimbursement by the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date the Administrative Agent notifies the Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender in connection with such payment (other than those payable pursuant to Section 3.5(b) below). Each such payment shall be made to any Issuing Lender at its address for notices specified herein (i) in Dollars if such Letter of Credit was denominated in Dollars or (ii) in Dollars or the applicable Alternative Currency, at the option of the Borrower, if such Letter of Credit was denominated in an Alternative Currency, and in each case, in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Article III from the day immediately following the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue.

          (b) Exchange Indemnification and Increased Costs. The Borrower shall, upon demand from any Issuing Lender or L/C Participant, pay to such Issuing Lender or L/C Participant, the amount of (i) any loss or cost or increased cost incurred by such Issuing Lender or L/C Participant, (ii) any reduction in any amount payable to or in the effective return on the capital to such Issuing Lender or L/C Participant, (iii) any currency exchange loss, in each case with respect to clauses (i), (ii) and (iii), that such Issuing Lender or L/C Participant sustains as a result of the Borrower’s repayment in Dollars of any Letter of Credit denominated in an Alternative Currency or (iv) any interest or any other return, including principal, foregone by such Issuing Lender as a result of the introduction of, change over to or operation of the euro in any member state participating in the euro. A certificate of such Issuing Lender setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Issuing Lender shall be conclusively presumed to be correct save for manifest error.

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          (c) Reimbursement by the Lenders. If the Borrower fails to timely reimburse such Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount in Dollars equal to the Dollar Amount (as of the date of funding of such Base Rate Loan by each Lender) of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would violate the automatic stay under federal bankruptcy laws.

SECTION 3.6. Obligations Absolute. The Borrower’s obligations under this Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against any Issuing Lender or any beneficiary of a Letter of Credit. The Borrower also agrees with each Issuing Lender that no Issuing Lender shall be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct. The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, shall be binding on the Borrower and shall not result in any liability of any Issuing Lender to the Borrower. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

SECTION 3.7 Effect of Application. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.

ARTICLE IV [RESERVED]

ARTICLE V GENERAL LOAN PROVISIONS

SECTION 5.1. Interest. (a) Interest Rate Options. Subject to the provisions of this Section 5.1, at the election of the Borrower, the aggregate principal balance of any Revolving Credit Loans shall bear interest at (i) the Base Rate plus the Applicable Margin or (ii) the LIBOR Rate plus the

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Applicable Margin; provided that LIBOR Rate Loans shall not be available until three (3) Business Days after the Closing Date unless the Borrower executes and delivers an indemnity in favor of the Administrative Agent and the Lenders in form and substance satisfactory to them. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2. Each Revolving Credit Loan or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan”, and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan.” Any Revolving Credit Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan.

          (b) Interest Periods. In connection with each LIBOR Rate Loan, the Borrower, by giving notice at the times described in Section 5.1(a), shall elect an interest period (each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall be a period of one (1), two (2), three (3), or six (6) months (or nine (9) or twelve (12) months or any other period if available from all Lenders) with respect to each LIBOR Rate; provided that:

     (i) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

     (ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

     (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

     (iv) no Interest Period shall extend beyond the Revolving Credit Termination Date; and

     (v) there shall be no more than six (6) Interest Periods for Revolving Credit Loans in effect at any time.

          (c) Default Rate. Subject to Section 12.3, at the discretion of the Administrative Agent and Required Lenders, upon the occurrence and during the continuance of an Event of Default, (i) the Borrower shall no longer have the option to request LIBOR Rate Loans, (ii) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum two percent (2%) in excess of the rate then applicable to LIBOR Rate Loans, as applicable, until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans, and (iii) all outstanding Base Rate Loans shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans. Interest shall continue to accrue on the amount of Revolving Credit Loans outstanding after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

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          (d) Interest Payment and Computation. Interest on each Base Rate Loan shall be payable in arrears on the last Business Day of each calendar quarter commencing June 30, 2004; and interest on each LIBOR Rate Loan shall be payable on the last day of each Interest Period applicable thereto, and if such Interest Period exceeds three (3) months, at the end of each three (3) month interval during such Interest Period. Interest on LIBOR Rate Loans and all fees payable hereunder shall be computed on the basis of a 360-day year and assessed for the actual number of days elapsed and interest on Base Rate Loans shall be computed on the basis of a 365/66-day year and assessed for the actual number of days elapsed.

          (e) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under any of the Loan Documents charged or collected pursuant to the terms of this Agreement or pursuant to any other Loan Document exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by Lenders in excess of the maximum lawful rate or (ii) shall apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans. Provided that no Event of Default has occurred and is then continuing, the Borrower shall have the option (a) to convert all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b), (i) to convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a whole multiple of $250,000 in excess thereof into Base Rate Loans or (ii) to continue such LIBOR Rate Loans as LIBOR Rate Loans for an additional Interest Period; provided that if any conversion or continuation is made prior to the expiration of any Interest Period, the Borrower shall pay any amount required to be paid pursuant to Section 5.10 hereof. Whenever the Borrower desires to convert or continue Revolving Credit Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Revolving Credit Loan is to be effective (except in the case of a conversion of a LIBOR Rate Loan to a Base Rate Loan in which case same day notice by the Borrower shall be sufficient) specifying (A) the Revolving Credit Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Revolving Credit Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

SECTION 5.3. Fees. (a) Commitment Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Margin on the unused amount of the Revolving Credit Commitment. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter for the period commencing on the Amendment Date and ending on the

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Revolving Credit Termination Date. The Commitment Fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders’ respective Revolving Credit Commitment Percentages.

          (b) Administrative Agent’s and Other Fees. In order to compensate the Administrative Agent for its obligations hereunder, the Borrower agrees to pay to the Administrative Agent, for its account, the fees set forth in the separate fee letter agreement executed by the Borrower and the Administrative Agent dated May 25, 2004.

SECTION 5.4. Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any other Loan Document shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the L/C Participants’ commissions shall be made in like manner, but for the account of the L/C Participants. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii), if any payment under this Agreement or any other Loan Document shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

SECTION 5.5. Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent’s fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

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SECTION 5.6. Adjustments. If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Extensions of Credit Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Extensions of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent. The obligations of the Lenders under this Agreement to make the Revolving Credit Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the proposed borrowing date in accordance with Sections 2.2(b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times (b) the daily average Federal Funds Rate during such period as determined by the Administrative Agent, times (c) a fraction the numerator of which is the number of days that elapse from and including such borrowing date to the date on which such amount not made available by such Lender in accordance with the terms hereof shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent with respect to any amounts owing under this Section 5.7 shall be conclusive, absent manifest error. If such Lender’s Revolving Credit Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the Administrative Agent with interest thereon at the rate per annum applicable to such borrowing, on demand, from the Borrower. The failure of any Lender to make available its Revolving Credit Commitment Percentage of any Revolving Credit Loan requested by the Borrower shall not relieve it or any other Lender of its obligation hereunder to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date.

SECTION 5.8. Joint and Several Liability of the Credit Parties. (a) Each of the Credit Parties is jointly and severally liable not merely as a surety but as a co-debtor for each and every Obligation. Each of the Credit Parties is accepting joint and several liability hereunder in

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consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly or indirectly, of each of the Credit Parties and in consideration of the undertakings of each of the Credit Parties to accept joint and several liability for the Obligations.

          (b) Except as otherwise expressly provided herein, each Credit Party hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all advances of the Revolving Credit Loans and Letters of Credit made under this Agreement and the other Loan Documents, notice of occurrence of any Default or Event of Default, or of any demand for any payment under this Agreement and notice of any action at any time taken or omitted by the Administrative Agent or any Lender under or in respect of any of the Obligations hereunder. Each Credit Party hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of any of the Credit Parties and any other entity or person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Each Credit Party hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any default by any Credit Party in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by the Administrative Agent or any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Credit Party or any other entity or person primarily or secondarily liable for any Obligation. If for any reason any of the Credit Parties has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from any of the Credit Parties by reason of such Credit Party’s insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents shall nevertheless be binding on each of the other Credit Parties to the same extent as if such Credit Party at all times had been the sole obligor on such Obligations. The Obligations of each Credit Party under this Section 5.8 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Credit Party, the Administrative Agent or any Lender.

          (c) If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any of the Credit Parties, or otherwise, the provisions of this Section 5.8 will forthwith be reinstated in effect as though such payment had not been made.

          (d) Until the payment and performance in full of all the Obligations, none of the Credit Parties shall exercise and each hereby waives any rights against the other Credit Parties as a result of payment by such Credit Party hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and none of the Credit Parties will prove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; none of the Credit Parties will claim any set-off, recoupment or counterclaim against any of the other Credit Parties in respect of any liability of one Credit Party to another Credit Party. Each of the Credit Parties hereby agrees that the payment of any amounts due with respect to any indebtedness owing by

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any of the Credit Party to any other Credit Party is hereby subordinated to the prior payment in full in cash of the Obligations. Each Credit Party agrees that, after the occurrence and during the continuance of any Default or Event of Default hereunder, none of the Credit Parties will demand, sue for or otherwise attempt to collect any indebtedness of any other Credit Party to such Credit Party until all of the Obligations of the Credit Parties hereunder shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Credit Party shall collect, enforce or receive any amounts in respect of such indebtedness in violation of the foregoing sentence while any Obligations of the Credit Parties are still outstanding, such amounts shall be collected, enforced and received by such Credit Party as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of such Credit Party under the other provisions hereof.

SECTION 5.9. Changed Circumstances. (a) Circumstances Affecting LIBOR Rate Availability. If with respect to any Interest Period: (i) the Administrative Agent or any Lender (after consultation with Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in the applicable currency, in the applicable amounts are not being quoted via British Bankers’ Association Interest Settlement Rates (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits of the applicable currency in the London interbank market) or offered to the Administrative Agent or such Lender for such Interest Period; or (ii) the Required Lenders reasonably determine (which determination shall be conclusive) and notify the Administrative Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Required Lenders of funding LIBOR Rate Loans for such Interest Period; then the Administrative Agent shall forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Revolving Credit Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan as of the last day of such Interest Period.

          (b) Laws Affecting LIBOR Rate Availability. If, after the Closing Date, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the Closing Date of any such Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto , the applicable Loan shall immediately be

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converted to a Base Rate Loan or a Loan that bears interest at the Base Rate for the remainder of such Interest Period.

          (c) Increased Costs. If, after the Closing Date, the introduction of, or any change in, any Applicable Law, or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the Closing Date of such Authority, central bank or comparable agency:

     (i) shall subject any of the Lenders (or any of their respective Lending Offices) to any tax, duty or other charge with respect to any Revolving Credit Loan, Letter of Credit or Application or shall change the basis of taxation of payments to any of the Lenders (or any of their respective Lending Offices) of the principal of or interest on any Revolving Credit Loan, Letter of Credit or Application or any other amounts due under this Agreement in respect thereof (except for changes in the rate of tax on the overall net income of any of the Lenders or any of their respective Lending Offices imposed by the jurisdiction in which such Lender is organized or is or should be qualified to do business or such Lending Office is located); or

     (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance or capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any of the Lenders (or any of their respective Lending Offices) or shall impose on any of the Lenders (or any of their respective Lending Offices) or the foreign exchange and interbank markets any other condition affecting any Revolving Credit Loan; and the result of any of the foregoing is to increase the costs to any of the Lenders of maintaining any LIBOR Rate Loan or issuing or participating in Letters of Credit or to reduce the yield or amount of any sum received or receivable by any of the Lenders under this Agreement or under any other Loan Document in respect of a LIBOR Rate Loan or Letter of Credit or Application, then such Lender may promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Borrower of such fact and demand compensation therefor and, within fifteen (15) days after such notice by the Administrative Agent, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or Lenders for such increased cost or reduction. The Administrative Agent and the applicable Lender will promptly notify the Borrower of any event of which it has knowledge which will entitle such Lender to compensation pursuant to this Section 5.9(c); provided, that the Administrative Agent shall incur no liability whatsoever to the Lenders or the Borrower in the event it fails to do so. The amount of such compensation shall be determined, in the applicable Lender’s reasonable discretion, based upon the assumption that such Lender funded its Revolving Credit Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

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          (d) Mitigation Obligations; Replacement of Lenders.

          (i) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to this Section 5.9 or Section 5.12, as the case may be, in the future and (B) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

          (ii) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.10), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a participation in a Letter of Credit is being assigned, the Issuing Lender that issued such Letter of Credit), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (C) in the case of any such assignment resulting from a claim for compensation under this Section 5.9, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 5.10. Indemnity. The Borrower hereby indemnifies each of the Lenders against any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow on a date specified therefor in a Notice of Revolving Credit Borrowing or Notice of Continuation/Conversion or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last day of the Interest Period therefor. The amount of such loss, cost or expense to any Lender shall be deemed to equal an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid, were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the London interbank

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market; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.11. Capital Requirements. If either (a) the introduction of, or any change in, or in the interpretation of, any Applicable Law or (b) compliance with any guideline or request issued after the Closing Date from any central bank or comparable agency or other Governmental Authority (whether or not having the force of law), has or would have the effect of reducing the rate of return on the capital of, or has affected or would affect the amount of capital required to be maintained by, any Lender or any corporation controlling such Lender as a consequence of, or with reference to any Lender’s Revolving Credit Commitment and other commitments of this type, below the rate which the Lender or such other corporation could have achieved but for such introduction, change or compliance, then within five (5) Business Days after written demand by any such Lender, the Borrower shall pay to such Lender from time to time as specified by such Lender additional amounts sufficient to compensate such Lender or other corporation for such reduction; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.12. Taxes. (a) Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Notes or Letters of Credit) and (ii) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or Letter of Credit to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 5.12(d). The Borrower shall not, however, be required to pay

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any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

          (b) Stamp and Other Taxes. In addition, the Borrower shall pay any present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans, the Letters of Credit, the other Loan Documents (hereinafter referred to as “Other Taxes”).

          (c) Indemnity. The Borrower shall indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 5.12) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate as to the amount of such payment or liability prepared by a Lender or the Administrative Agent, absent manifest error, shall be conclusive, provided that if the Borrower reasonably believes that such Taxes or Other Taxes were not correctly or legally asserted, such Lender or the Administrative Agent (as the case may be) shall use reasonable efforts to cooperate with the Borrower, at the Borrower’s expense, to obtain a refund of such Taxes or Other Taxes. Such indemnification shall be made within thirty (30) days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. If a Lender or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it promptly shall notify the Borrower of the availability of such refund and shall, within sixty (60) days after receipt of a request by the Borrower pursue or timely claim such refund at the Borrower’s expense. If any Lender or the Administrative Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender or the Administrative Agent has received payment from the Borrower hereunder, it promptly shall repay such refund (plus interest received, if any) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.12 with respect to Taxes or Other Taxes giving rise to such refund), provided that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus any penalties, interest or other charges required to be paid) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund to the relevant taxing authority.

          (d) Evidence of Payment. Within thirty (30) days after the date of any payment of Taxes or Other Taxes, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 14.1, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment satisfactory to the Administrative Agent.

          (e) Delivery of Tax Forms. Each Foreign Lender shall deliver to the Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms), properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the

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case may be, to establish an exemption from United States backup withholding taxes. Each Foreign Lender further agrees to deliver to the Borrower, with a copy to the Administrative Agent, a Form W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax.

          (f) Survival. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 5.12 shall survive the payment in full of the Obligations and the termination of the Revolving Credit Commitment.

ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING

SECTION 6.1. Closing. The closing shall take place at the offices of Shearman & Sterling LLP at 10:00 a.m. on June 15, 2004 or at such other location, on such other date and at such other time as the parties hereto shall mutually agree.

SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit. The obligation of the Lenders to close this Agreement and to make the initial Revolving Credit Loans or issue the initial Letters of Credit is subject to the satisfaction or waiver of each of the following conditions:

     (a) Executed Loan Documents. This Agreement and the Revolving Credit Notes (to the extent requested as provided herein) shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Administrative Agent.

     (b) Closing Certificates; Etc.

     (i) Officers’ Certificate of the Borrower. The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the closing conditions has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

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     (ii) General Certificate of the Borrower. The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation of the Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, (B) the bylaws of the Borrower as in effect on the date of such certifications, (C) resolutions duly adopted by the Board of Directors of the Borrower authorizing the borrowings contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 6.2(b)(iii).

     (iii) Certificates of Good Standing. The Administrative Agent shall have received long-form certificates as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of the Borrower under the laws of each of California, New York, North Carolina, Texas, Tennessee and Washington.

     (iv) Opinions of Counsel. The Administrative Agent shall have received favorable opinions of Ira M. Dansky, General Counsel to the Borrower, Cravath, Swaine & Moore LLP, special counsel to the Borrower, Schnader Harrison Segal & Lewis LLP, Pennsylvania counsel to the Borrower, and Drinker Biddle & Reath LLP, New Jersey counsel to the Borrower, addressed to the Administrative Agent and the Lenders with respect to the Borrower, the Loan Documents and such other matters as the Lenders shall reasonably request.

     (c) Consents; Defaults.

     (i) Governmental and Third Party Approvals. The Borrower shall have obtained all material approvals, authorizations and consents of any Person and of all Governmental Authorities and courts having jurisdiction with respect to the transactions contemplated by this Agreement and the other Loan Documents.

     (ii) No Event of Default. No Default or Event of Default shall have occurred and be continuing.

     (d) Financial Matters.

     (i) Financial Statements. The Administrative Agent shall have received the audited Consolidated financial statements of Jones Apparel Group and its Subsidiaries for the Fiscal Year ended on December 31, 2003 and the unaudited financial statements of Jones Apparel Group and its Subsidiaries for the fiscal quarter ended on April 3, 2004.

     (ii) Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified by a Responsible Officer, that the financial projections previously delivered to the Administrative Agent were prepared in good faith based upon assumptions believed to be reasonable at the time.

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     (iii) Payment at Closing; Fee Letters. The Borrower shall have paid the fees set forth or referenced in Section 5.3(c) and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, reasonable legal fees and expenses) to the Administrative Agent and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents. The Administrative Agent shall have received duly authorized and executed copies of the fee letter agreement referred to in Section 5.3(c).

     (e) Miscellaneous.

     (i) Notice of Revolving Credit Borrowing. The Administrative Agent shall have received a Notice of Revolving Credit Borrowing from the Borrower in accordance with Section 2.2(a), and a Notice of Account Designation specifying the account or accounts to which the proceeds of any Revolving Credit Loans made after the Closing Date are to be disbursed.

     (ii) Proceedings and Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Lenders.

     (iii) Investment Policy. The Borrower shall have delivered to the Administrative Agent a true and complete copy of the investment policy referenced in Section 11.4(b) in form and content reasonably acceptable to the Administrative Agent.

     (f) Refinancing. On the Closing Date hereunder, (i) all outstanding loans under the Prior Credit Agreement (“Existing Loans”) shall be replaced by Revolving Credit Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Closing Date, reflect the Revolving Credit Commitment of the Lenders hereunder, (ii) all outstanding letters of credit issued pursuant to the Prior Credit Agreement shall be deemed Letters of Credit hereunder and each Lender shall purchase a participation therein pursuant to Section 3.4 in accordance with its Revolving Credit Commitment Percentage, (iii) there shall have been paid in cash in full all accrued but unpaid interest due on the Existing Loans up to but excluding the Closing Date, (iv) there shall have been paid in cash in full all accrued but unpaid fees due under the Prior Credit Agreement up to but excluding the Closing Date and all other amounts, costs and expenses then owing to any of the Prior Lenders and/or any Agent, as agent under the Prior Credit Agreement, in each case to the satisfaction of such Agent or Prior Lender, as the case may be, regardless of whether or not such amounts would otherwise be due and payable at such time pursuant to the terms of the Prior Credit Agreement, (v) all outstanding promissory notes issued by the Borrower to the Prior Lenders under the Prior Credit Agreement shall be deemed canceled and the originally executed copies thereof shall be canceled and promptly returned to the Administrative Agent who shall promptly forward such notes to the Borrower and (vi) the commitments and, except as expressly set forth in the Prior Credit Agreement, other obligations and rights of the Borrower and the Prior Lenders shall be terminated without any further action hereunder or thereunder.

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SECTION 6.3. Conditions to Extensions of Credit. The obligations of the Lenders to make any Extensions of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing or issue date, as applicable:

     (a) Continuation of Representations and Warranties. The representations and warranties contained in Article VII shall be true and correct on and as of such borrowing or issuance date with the same effect as if made on and as of such date; except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

     (b) No Existing Default. No Default or Event of Default shall have occurred and be continuing hereunder (i) on the borrowing date with respect to such Revolving Credit Loan or after giving effect to the Revolving Credit Loans to be made on such date or (ii) on the issue, extension or renewal date with respect to such Letter of Credit or after giving effect to such Letter of Credit on such date.

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

SECTION 7.1. Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and Lenders that:

     (a) Organization: Power; Qualification. Each of the Credit Parties and their Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (b) Ownership. Each Subsidiary of each of the Credit Parties as of the Amendment Date is listed on Schedule 7.1(b). As of the Amendment Date, the capitalization of the Credit Parties and their Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 7.1(b). As of the Amendment Date, all outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The shareholders of the Subsidiaries of the Credit Parties and the number of shares owned by each as of the Amendment Date are described on Schedule 7.1(b). As of the Amendment Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of capital stock of the Credit Parties or their Subsidiaries, except as described on Schedule 7.1(b).

     (c) Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their respective terms. Each of the Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal,

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valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

     (d) Compliance of Agreement, Loan Documents and Borrowing with Laws. Etc. The execution, delivery and performance by the Credit Parties and their Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the borrowings hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any of the Credit Parties or any of their Subsidiaries to obtain any Governmental Approval not otherwise already obtained or violate any Applicable Law relating to the Credit Parties or any of their Subsidiaries, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Credit Parties or any of their Subsidiaries or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person except as could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any material Lien upon or with respect to any property now owned or hereafter acquired by such Person.

     (e) Compliance with Law; Governmental Approvals. Other than with respect to environmental matters, which are treated exclusively in Section 7.1(h) hereof, each of the Credit Parties and their Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, and (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties; in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (f) Tax Returns and Payments. Each of the Credit Parties and their Subsidiaries has timely filed or caused to be timely filed all federal and state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except (a) taxes that are being contested in good faith by appropriate proceedings and for which such Credit Party or Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. No Governmental Authority has asserted any material Lien or other claim against the Credit Parties or any Subsidiary thereof with respect to unpaid taxes (except for taxes not yet due) which has not been discharged or resolved.

     (g) Intellectual Property Matters. Each of the Credit Parties and its Subsidiaries owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct its business except where the failure to do so could not

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reasonably be expected to have a Material Adverse Effect. No event has occurred which, to the knowledge of the Credit Parties, permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and, to the knowledge of the Credit Parties, neither the Credit Parties nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except as could not reasonably be expected to have a Material Adverse Effect.

     (h) Environmental Matters. Except as could not reasonably be expected to have a Material Adverse Effect:

     (i) The properties of the Credit Parties and their Subsidiaries do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could give rise to liability under applicable Environmental Laws;

     (ii) The properties of the Credit Parties and their Subsidiaries and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or about such properties or such operations in amounts or concentrations which could reasonably be expected to interfere with the continued operation of such properties;

     (iii) Neither any of the Credit Parties nor any Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, nor does any of the Credit Parties or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened;

     (iv) To the knowledge of the Credit Parties, Hazardous Materials have not been transported or disposed of from the properties of the Credit Parties or any of their Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, Environmental Laws, nor, to the knowledge of the Credit Parties, have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner which could reasonably be expected to give rise to liability under, any Environmental Laws;

     (v) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Credit Parties, threatened, under any Environmental Law to which any of the Credit Parties or any Subsidiary thereof will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the properties or operations of the Credit Parties and their Subsidiaries; and

     (vi) To the knowledge of the Credit Parties, there has been no release, or to the best of the Credit Parties’ knowledge, the threat of release, of Hazardous Materials at or from the properties of the Credit Parties or any of their

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Subsidiaries, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

     (i) ERISA.

     (i) Each of the Credit Parties and each ERISA Affiliate is in compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except where any such non-compliance could not reasonably be expected to have a Material Adverse Effect. Except for any failure that would not reasonably be expected to have a Material Adverse Effect, each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability that could reasonably be expected to result in a Material Adverse Effect has been incurred by the Credit Parties or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;

     (ii) No accumulated funding deficiency (as defined in Section 412 of the Code) has been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan;

     (iii) Neither the Credit Parties nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required installment or other required payment under Section 412 of the Code except where any of the foregoing individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect;

     (iv) No Termination Event that could reasonably be expected to result in a Material Adverse Effect has occurred or is reasonably expected to occur; and

     (v) No proceeding, claim, lawsuit and/or investigation is existing or, to the knowledge of the Credit Parties, threatened concerning or involving any Employee Benefit Plan that could reasonably be expected to result in a Material Adverse Effect.

     (j) Margin Stock. Neither the Credit Parties nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock, unless the Credit Parties shall have given the Administrative Agent and Lenders prior notice of such event and such other information as is reasonably necessary to permit the Administrative Agent and Lenders to comply, in a timely fashion, with all reporting obligations required by Applicable Law, or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

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     (k) Government Regulation. Neither the Credit Parties nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940, as amended).

     (l) Burdensome Provisions. Neither the Credit Parties nor any Subsidiary thereof is a party to any indenture, agreement, lease or other instrument, or subject to any corporate or partnership restriction, Governmental Approval or Applicable Law which is so unusual or burdensome as in the foreseeable future could be reasonably expected to have a Material Adverse Effect. The Credit Parties and their Subsidiaries do not presently anticipate that future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect.

     (m) Financial Statements. The (i) Consolidated balance sheets of Jones Apparel Group and its Subsidiaries as of December 31, 2007, and the related statements of income, stockholders’ equity and cash flows for the Fiscal Years then ended and (ii) unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of April 5, 2008, and related unaudited interim statements of income, stockholders’ equity and cash flows, copies of which have been furnished to the Administrative Agent and each Lender, are complete in all material respects and fairly present in all material respects the assets, liabilities and financial position of Jones Apparel Group and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended, subject to normal year end adjustments. All such financial statements, including the related notes thereto, have been prepared in accordance with GAAP.

     (n) No Material Adverse Change. Since December 31, 2007, there has been no Material Adverse Effect.

     (o) Liens. None of the properties and assets of the Credit Parties or any Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to Section 11.3.

     (p) Debt and Guaranty Obligations. Schedule 7.1(p) is a complete and correct listing of all Debt and Guaranty Obligations of the Credit Parties and their Subsidiaries as of the Amendment Date in excess of $5,000,000.

     (q) Litigation. Except for matters existing on the Amendment Date and set forth on Schedule 7.1(q), there are no actions, suits or proceedings pending nor, to the knowledge of the Credit Parties, threatened against or affecting the Credit Parties or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority, which could reasonably be expected to have a Material Adverse Effect or which relate to the enforceability of any Loan Documents.

     (r) Absence of Defaults. To the knowledge of the Credit Parties, no event has occurred and is continuing which constitutes a Default or an Event of Default.

     (s) Accuracy and Completeness of Information. The Credit Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to

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which they or any of their Subsidiaries are subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The written information, taken as a whole, furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 7.2. Survival of Representations and Warranties, Etc. All representations and warranties set forth in this Article VII and all representations and warranties contained in any certificate delivered in connection with this Agreement, or any of the Loan Documents (including but not limited to any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date, shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VIII FINANCIAL INFORMATION AND NOTICES

          Until all the Obligations (other than Obligations under Hedging Agreements) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will furnish or cause to be furnished to the Administrative Agent (which the Administrative Agent will promptly furnish to the Lenders at their respective addresses as set forth on Schedule 1.1(a), or such other office as may be designated to the Administrative Agent from time to time):

SECTION 8.1. Financial Statements and Projections. (a) Quarterly Financial Statements. As soon as practicable and in any event within forty-five (45) days after the end of the first three fiscal quarters of each Fiscal Year, an unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the preceding Fiscal Year and prepared by Jones Apparel Group in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a Responsible Officer to present fairly in all material respects the financial condition of Jones Apparel Group and its Subsidiaries as of their respective dates and the results of operations of Jones Apparel Group and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments.

          (b) Annual Financial Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, an audited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended,

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including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by a nationally recognized independent certified public accounting firm in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by Jones Apparel Group or any of its Subsidiaries or with respect to accounting principles followed by Jones Apparel Group or any of its Subsidiaries not in accordance with GAAP.

SECTION 8.2. Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Section 8.1(a) or (b) a certificate of a Responsible Officer in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

SECTION 8.3. Accountants’ Certificate. At each time financial statements are delivered pursuant to Section 8.1(b), a certificate of the independent public accountants certifying such financial statements addressed to the Administrative Agent for the benefit of the Lenders:

     (a) stating that in making the examination necessary for the certification of such financial statements, they obtained no knowledge of any Default or Event of Default or, if such is not the case, specifying such Default or Event of Default and its nature and period of existence; and

     (b) including the calculations prepared by such accountants required to establish whether or not the Credit Parties and their Subsidiaries are in compliance with the financial covenants set forth in Article X hereof as at the end of each respective period.

SECTION 8.4. Other Reports. (a) Promptly but in any event within ten (10) Business Days after the filing thereof, a copy of (i) each report or other filing made by the Credit Parties or any or their Subsidiaries with the Securities and Exchange Commission and required by the Securities and Exchange Commission to be delivered to the shareholders of the Credit Parties or any or their Subsidiaries, (ii) each report made by the Credit Parties or any of their Subsidiaries to the Securities and Exchange Commission on Form 8-K and (iii) each final registration statement of the Credit Parties or any of their Subsidiaries filed with the Securities and Exchange Commission, except in connection with pension plans and other employee benefit plans; and

          (b) Such other information regarding the operations, business affairs and financial condition of the Credit Parties or any of their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

SECTION 8.5. Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after a principal officer of the Credit Parties obtains knowledge thereof) telephonic (confirmed in writing) or written notice of:

     (a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Credit Parties or any Subsidiary thereof or any of their respective properties, assets or businesses which in the reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect;

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     (b) any notice of any violation received by the Credit Parties or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to have a Material Adverse Effect;

     (c) any Default or Event of Default; and

     (d) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Credit Parties or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by the Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Credit Parties obtaining knowledge or reason to know that the Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA.

SECTION 8.6. Accuracy of Information. All written information, reports, statements and other papers and data furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender (other than financial forecasts) whether pursuant to this Article VIII or any other provision of this Agreement, shall be, at the time the same is so furnished, true and complete in all material respects.

ARTICLE IX AFFIRMATIVE COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner provided for in Section 14.11, the Credit Parties will, and will cause each of their Subsidiaries to:

SECTION 9.1. Preservation of Corporate Existence and Related Matters. Except as permitted by Section 11.5, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction where the nature and scope of its activities require it to so qualify under Applicable Law in which the failure to so qualify would have a Material Adverse Effect.

SECTION 9.2. Maintenance of Property. Protect and preserve all properties useful in and material to its business, including copyrights, patents, trade names and trademarks; maintain in good working order and condition all buildings, equipment and other tangible real and personal property material to the conduct of its business, ordinary wear and tear excepted; and from time to time make or cause to be made all renewals, replacements and additions to such property necessary for the conduct of its business, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

SECTION 9.3. Insurance. Maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as are customarily maintained by similar

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businesses and as may be required by Applicable Law including, without limitation, hazard and business interruption coverage.

SECTION 9.4. Accounting Methods and Financial Records. Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.

SECTION 9.5. Payment and Performance of Obligations. Pay and perform all Obligations under this Agreement and the other Loan Documents, and pay (a) all material taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) subject to the thresholds and other limitations set forth in Section 12.1(f) or Section 12.1(g), all other material indebtedness, obligations and liabilities in accordance with customary trade practices; provided, that the Credit Parties or such Subsidiary may contest any item described in clause (a) or (b) of this Section 9.5 in good faith so long as adequate reserves are maintained with respect thereto to the extent required by GAAP. It is expected that all payments in respect of the Obligations, the Existing Debt Securities and the Additional Debt Securities will be made by the Borrower.

SECTION 9.6. Compliance With Laws and Approvals. Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to observe or comply could not reasonably be expected to have a Material Adverse Effect.

SECTION 9.7. Environmental Laws. In addition to and without limiting the generality of Section 9.6, (a) comply with, and use best efforts to ensure such compliance by all tenants and subtenants, with all applicable Environmental Laws and obtain and comply with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except where the failure to comply could not reasonably have a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws except (i) where the failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) to the extent the Credit Parties or any of their Subsidiaries are contesting, in good faith, any such requirement, order or directive before the appropriate Governmental Authority so long as adequate reserves are maintained with respect thereto to the extent required by GAAP, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Credit Parties or such Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor.

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SECTION 9.8. Compliance with ERISA. In addition to and without limiting the generality of Section 9.6, (a) comply with all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, (b) not take any action or fail to take action the result of which would result in a liability to the PBGC or to a Multiemployer Plan in an amount that could reasonably be expected to have a Material Adverse Effect, and (c) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan concerning compliance with this covenant as may be reasonably requested by the Administrative Agent.

SECTION 9.9. Conduct of Business. Engage only in businesses in substantially the same fields as the businesses conducted on the Closing Date (including, without limitation, the apparel, footwear, handbags, accessories, jewelry, denim and cosmetics or other women’s accoutrements industries generally) and in lines of business reasonably related thereto (collectively, “Permitted Lines of Business”), or as otherwise permitted pursuant to the terms of this Agreement.

SECTION 9.10. Visits and Inspections. Permit representatives of the Administrative Agent or any Lender, from time to time upon reasonable prior notice to visit and inspect its properties; inspect and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects.

SECTION 9.11. Use of Proceeds. The Credit Parties shall use the proceeds of the Loans and the Letters of Credit to (a) refinance certain existing Debt, (b) for working capital and general corporate purposes of the Credit Parties and their Subsidiaries, including acquisitions and stock repurchases, and (c) the payment of certain fees and expenses incurred in connection with the transactions contemplated hereby or thereby.

ARTICLE X FINANCIAL COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties and their Subsidiaries on a Consolidated basis will not:

SECTION 10.1. Interest Coverage Ratio. As of the last day of each fiscal quarter listed below, permit the Interest Coverage Ratio for the period of four (4) consecutive fiscal quarters ending on such date, to be less than the ratio set forth opposite such date:

Fiscal Ouarter Ended	Ratio
July 5, 2008		1.80 to 1.00
October 4, 2008		1.85 to 1.00
December 31, 2008		2.00 to 1.00
April 4, 2009		2.15 to 1.00

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SECTION 10.2. Covenant Debt to EBITDA Ratio. As of the last day of each fiscal quarter listed below, permit the Covenant Debt to EBITDA Ratio to be more than the ratio set forth opposite such date:

Fiscal Quarter Ended	Ratio
July 5, 2008		4.15 to 1.00
October 4, 2008		4.00 to 1.00
December 31, 2008		3.50 to 1.00
April 4, 2009		3.25 to 1.00

SECTION 10.3. Asset Coverage Ratio. As of the end of each fiscal quarter, permit the Asset Coverage Ratio to be less than 1.75.

ARTICLE XI NEGATIVE COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment has expired or been terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will not and will not permit any of their Subsidiaries to:

SECTION 11.1. Limitations on Debt and Guaranty Obligations. Create, incur, assume or suffer to exist any Debt, including Guaranty Obligations, except:

     (a) the Obligations of the Credit Parties;

     (b) the 2005 Credit Agreement Obligations;

     (c) Debt existing on the Amendment Date (other than the 2005 Credit Agreement Obligations), including the Debt as set forth on Schedule 7.1(p);

     (d) Debt of the Credit Parties and their Subsidiaries, not otherwise permitted under this Section 11.1, incurred in connection with (i) Capitalized Leases, (ii) purchase money Debt and (iii) Debt of a Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by any Credit Party or otherwise became a Subsidiary of such Credit Party, or Debt assumed by a Credit Party or a Subsidiary thereof in connection with an asset acquisition which Debt was outstanding prior to the date of such asset acquisition (in each case, other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of such Credit Party or was otherwise acquired by such Credit Party or pursuant to which such assets were acquired);

     (e) additional Debt of the Credit Parties, not otherwise permitted under this Section 11.1, in an aggregate outstanding amount not to exceed $250,000,000 (or the equivalent Dollar Amount for borrowings denominated in currencies other than Dollars) on any date of determination so long as no Default or Event of Default exists on the date any such additional Debt is created or arises as a result of any borrowing thereunder;

     (f) additional Debt of Subsidiaries of the Credit Parties (that are not themselves Credit Parties) not otherwise permitted under this Section 11.1, in an aggregate

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outstanding amount not to exceed $50,000,000 (or the equivalent Dollar Amount for borrowings denominated in currencies other than Dollars) on any date of determination;

     (g) Debt of the Credit Parties to any Subsidiary or any other Credit Party and of any Subsidiary to the Credit Parties or any other Subsidiary; and

     (h) Debt incurred in respect of the extension, renewal, refinancing (including defeasance), replacement or refunding (collectively, the “refinancing”) of Debt incurred pursuant to clause (a), (b), (c) or (e); provided, that (i) such Debt is an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) not in excess of the sum of (x) the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being refinanced and (y) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing, (ii) the average life of such Debt is equal to or greater than the average life of the Debt being refinanced, (iii) the stated maturity of such Debt is no earlier than the stated maturity of the Debt being refinanced; and (iv) the new Debt shall not be senior in right of payment to the Debt that is being refinanced; provided, that none of the Debt permitted to be incurred by this Section shall expressly restrict, limit or otherwise encumber (unless such restriction, limitation or other encumbrance is a Permitted Encumbrance (as defined below)), the ability of any Subsidiary of the Credit Parties to make any payment to the Credit Parties or any of their Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Credit Parties to pay the Obligations. For purposes of this Section 11.1, with regard to any Debt, a “Permitted Encumbrance” shall mean any restriction, limitation or other encumbrance that applies solely if a default or event of default (other than a default resulting solely from the breach of a representation or warranty) occurs and is continuing under such Debt; provided further that, with respect to any default or event of default (other than a payment default, including as a result of acceleration, or a bankruptcy event with respect to the obligor of such Debt), such encumbrance or restriction may not prohibit dividends to the Credit Parties or any Subsidiary thereof to pay the Obligations for more than one hundred eighty (180) days in any consecutive three hundred sixty (360) day period.

SECTION 11.2. [Reserved].

SECTION 11.3. Limitations on Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (including without limitation shares of capital stock or other ownership interests), real or personal, whether now owned or hereafter acquired, except:

     (a) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) 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;

     (b) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings;

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     (c) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation or obligations under customer service contracts;

     (d) Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which do not, in any case, materially detract from the value of such property or materially impair the use thereof in the ordinary conduct of business;

     (e) Liens of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;

     (f) Liens incurred in the ordinary course of business not to exceed $25,000,000 in the aggregate outstanding in addition to Liens existing on the Amendment Date;

     (g) Liens existing on any property or asset prior to the acquisition thereof by the Credit Parties or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary or is merged with or into the Credit Parties or any Subsidiary after the Amendment Date prior to the time such Person becomes a Subsidiary or is so merged;

     (h) Liens in existence on the Amendment Date and described on Schedule 11.3;

     (i) Liens securing Debt incurred in connection with Capitalized Leases and purchase money Debt permitted under Section 11.1(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the related asset, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt, (iii) the amount of Debt secured thereby is not increased and (iv) the principal amount of Debt secured by any such Lien shall at no time exceed one hundred percent (100%) of the original purchase price of such property at the time it was acquired;

     (j) Liens incurred to secure appeal bonds and judgment and attachment Liens in respect of judgments or orders that do not constitute an Event of Default under Section 12.1(m);

     (k) 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 deposit accounts or other funds maintained with a creditor depository institution;

     (l) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (m) Liens arising in the ordinary course of business that do not secure monetary obligations;

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

     (o) Liens securing Debt or other obligations between the Credit Parties and a Subsidiary or between Subsidiaries or Credit Parties;

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     (p) Liens granted to any bank or other institution securing the payments to be made to such bank or other institution by the Credit Parties or a Subsidiary of the Credit Parties pursuant to any Hedging Agreement; provided that, such agreements are entered into in, or are incidental to, the ordinary course of business; and

     (q) The refinancing of any Lien referred to in clause (g), (h), (i) or (p) provided, that the principal amount of Debt (or, if incurred with original issue discount, an aggregate issue price) secured thereby and not otherwise authorized by clause (g), (h), (i) or (p) shall not exceed the principal amount of Debt (or if incurred without original issue discount, the aggregate accreted value) plus any fees and expenses, including premiums and defeasance costs, payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding.

SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, “Investments”) except:

     (a) Investments in Subsidiaries existing on the Amendment Date and the other existing loans, advances and Investments described on Schedule 11.4;

     (b) Investments made in accordance with the Permitted Investment Policy;

     (c) Investments by the Credit Parties or any Subsidiary, including Investments in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition or the consummation of such Investment, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Jones Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Jones Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) the price for such Investment, together with all other Investments made in accordance with this clause (c) after the Amendment Date, does not exceed $75,000,000 in the aggregate;

     (d) Investments set forth on Schedule 11.4 (other than Investments in Subsidiaries) in an amount not to exceed $30,000,000;

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     (e) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and

     (f) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

SECTION 11.5. Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except so long as no Default or Event of Default has occurred and is continuing, or would result therefrom:

     (a) any Credit Party may merge or consolidate with or into any Person; provided that (i) such Credit Party shall be the survivor of such merger or consolidation or (ii) the survivor assumes and succeeds to the Obligations of such Credit Party pursuant to an assumption agreement in form reasonably satisfactory to the Administrative Agent and the Required Lenders;

     (b) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Credit Parties;

     (c) any Wholly-Owned Subsidiary may merge or consolidate with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 11.4(b), (c) or (d);

     (d) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any Credit Party; provided that, such Credit Party is the survivor of such merger or consolidation; and

     (e) any Credit Party may merge or consolidate with or into any other Credit Party.

SECTION 11.6. Limitations on Sale or Transfer of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets, whether now owned or hereafter acquired (collectively, “sale”), except for the following:

     (a) the sale of inventory or the factoring of accounts receivable in the ordinary course of business;

     (b) the sale of obsolete assets no longer used or usable in the business of the Credit Parties or any of their Subsidiaries;

     (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

     (d) the sale of assets between the Credit Parties and any Subsidiary or between Subsidiaries or Credit Parties;

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     (e) the sale of any other assets of the Credit Parties and their Subsidiaries outside the ordinary course of business so long as the total fair market value for all such sales on and after the Amendment Date on an aggregate basis does not at any time exceed ten percent (10%) of Consolidated Net Worth determined as of April 5, 2008; and

     (f) the sale of assets purchased in accordance with the Permitted Investment Policy as in effect on the Amendment Date.

SECTION 11.7. Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its capital stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock, or make any change in its capital structure that could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Credit Parties may pay dividends solely in shares of their own capital stock or other ownership interest (including dividends consisting of rights to purchase such capital stock or other ownership interest), (b) any Subsidiary may pay dividends or make distributions to the Credit Parties or any Wholly-Owned Subsidiary of the Credit Parties, (c) any Credit Party may pay dividends or make distributions to any other Credit Party and (d) as long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) the Credit Parties may declare and pay dividends on shares of their capital stock or other ownership interests consistent with past practice established prior to the Amendment Date, (ii) the Credit Parties or any Subsidiary may redeem shares of their capital stock or other ownership interest pursuant to a plan approved by the Board of Directors of the Credit Parties or such Subsidiary, as applicable (A) to the extent required by contracts entered into prior to the Amendment Date, (B) that reduce dilution of share ownership, (C) additional share repurchases in an amount not to exceed $75,000,000 after the Amendment Date, and (iii) the Credit Parties may pay dividends or make additional share repurchases in an amount not to exceed 25% of cumulative Net Income after December 31, 2007.

SECTION 11.8. Transactions with Affiliates. Directly or indirectly enter into, or be a party to, any transaction with any of its Affiliates, except (i) on terms that are no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not its Affiliate, (ii) without limiting any other provision of this Agreement, in connection with any acquisition otherwise permitted pursuant to the terms of this Agreement or (iii) for transactions between Credit Parties or between Credit Parties and Subsidiaries of Credit Parties.

SECTION 11.9. Changes in Fiscal Year End. Change its Fiscal Year.

SECTION 11.10. Amendments: Payments and Prepayments of Material Debt and Subordinated Debt. Upon the occurrence and continuation of a Default or an Event of Default, amend or modify (or permit the modification or amendment of) in any manner materially adverse to the Lenders any of the terms or provisions of any Debt in excess of $25,000,000, including without limitation the Additional Debt Securities, if any, or any Subordinated Debt, or cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Subordinated Debt.

ARTICLE XII DEFAULT AND REMEDIES

SECTION 12.1. Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected

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by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or otherwise:

     (a) Default in Payment of Principal of Loans and Reimbursement Obligations. The Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

     (b) Other Payment Default. The Borrower shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation (other than any Obligation under any Hedging Agreement), and such default shall continue unremedied for three (3) Business Days.

     (c) Misrepresentation. Any representation or warranty made or deemed to be made by the Credit Parties or any of their Subsidiaries, if applicable, under this Agreement, any Loan Document or any amendment hereto or thereto, shall at any time prove to have been incorrect or misleading in any material respect when made or deemed made.

     (d) Default in Performance of Certain Covenants. Any of the Credit Parties shall default in the performance or observance of any covenant or agreement contained in Article X or XI of this Agreement.

     (e) Default in Performance of Other Covenants and Conditions. Any of the Credit Parties or any Subsidiary thereof, if applicable, shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for otherwise in this Section 12.1) or any other Loan Document and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Administrative Agent.

     (f) Hedging Agreement. Any termination payments in an amount greater than $50,000,000 shall be due by any Credit Party under any Hedging Agreement and such amount is not paid within thirty (30) Business Days of the due date thereof.

     (g) Debt Cross-Default. Any of the Credit Parties or any of their Subsidiaries shall (i) default in the payment of principal or interest on any Debt (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Debt is in excess of $50,000,000, including, without limitation, the obligations under the 2005 Credit Agreement, beyond the period of grace if any, provided in the instrument or agreement under which such Debt was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Debt (other than the Loans or any Reimbursement Obligation), including, without limitation, the obligations under the 2005 Credit Agreement and any other documents executed in connection therewith, the aggregate outstanding amount of which Debt is in excess of $50,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Debt (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, any such Debt to become due prior to its stated maturity (any applicable grace period having expired).

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     (h) Change in Control. Any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) shall obtain ownership or control in one or more series of transactions of more than thirty-three and one-third percent (33.33%) of the common stock or thirty-three and one-third percent (33.33%o) of the voting power of any Credit Party entitled to vote in the election of members of the Board of Directors of such Credit Party or there shall have occurred under any indenture or other instrument evidencing any debt in excess of $50,000,000 any “change in control” (as defined in such indenture or other evidence of debt) obligating the Borrower to repurchase, redeem or repay all or any part of the debt or capital stock provided for therein (any such event, a “Change in Control”). Further, except as set forth in Section 11.5, Jones Apparel Group shall at all times own 100% of the capital stock of Jones Apparel Group Holdings and Jones Apparel Group Holdings shall at all times own 100% of the capital stock of the Borrower.

     (i) Voluntary Bankruptcy Proceeding. Any Credit Party or any Subsidiary thereof shall (i) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (ii) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

     (j) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered.

     (k) [Reserved]

     (l) Termination Event. The occurrence of any of the following events: (i) the Borrower or any ERISA Affiliate fails to make full payment to an Employee Benefit Plan when due (after giving effect to any applicable grace period) of contributions in excess of $2,000,000, (ii) an accumulated funding deficiency in excess of $2,000,000 occurs or exists, whether or not waived, with respect to any Pension Plan or (iii) a Termination Event that could reasonably be expected to result in liability in excess of $5,000,000 to the Borrower or any ERISA Affiliate.

     (m) Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments to exceed $50,000,000 in any Fiscal Year shall

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be entered against any Credit Party or any Subsidiary thereof by any court and such judgment or order shall continue without discharge or stay for a period of thirty (30) days.

SECTION 12.2. Remedies. Upon the occurrence of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Credit Parties:

     (a) Acceleration: Termination of Facilities. Declare the principal of and interest on the Loans, the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (other than any Hedging Agreement) (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and all other Obligations (other than Obligations owing under any Hedging Agreement), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j) with respect to the Credit Parties, the Credit Facility shall be automatically terminated and all Obligations (other than obligations owing under any Hedging Agreement) shall automatically become due and payable.

     (b) Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, require the Borrower at such time to deposit or cause to be deposited in a cash collateral account opened by the Administrative Agent an amount equal to the Dollar Amount of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be promptly returned to the Borrower.

     (c) Rights of Collection. Exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Obligations.

SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the Loan Documents or that may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any

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single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Credit Parties, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

ARTICLE XIII THE ADMINISTRATIVE AGENT

SECTION 13.1. Appointment. Each of the Lenders hereby irrevocably designates and appoints Wachovia as Administrative Agent of such Lender under this Agreement and the other Loan Documents for the term hereof and each such Lender irrevocably authorizes Wachovia as Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or such other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Loan Documents or otherwise exist against the Administrative Agent. Any reference to the Administrative Agent in this Article XIII shall be deemed to refer to the Administrative Agent solely in its capacity as Administrative Agent and not in its capacity as a Lender.

SECTION 13.2. Delegation of Duties. The Administrative Agent may execute any of its respective duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by the Administrative Agent with reasonable care.

SECTION 13.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

SECTION 13.4. Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,

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statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the holder of any Revolving Credit Loan as the owner thereof for all purposes unless such Revolving Credit Loan shall have been transferred in accordance with Section 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, the Required Agreement Lenders or all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, the Required Agreement Lenders or all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

SECTION 13.5. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders, except to the extent that other provisions of this Agreement expressly require that any such action be taken or not be taken only with the consent and authorization or the request of the Lenders, the Required Agreement Lenders or Required Lenders, as applicable.

SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries. Except for notices, reports and other

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documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

SECTION 13.7. Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such and (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the respective amounts of their Revolving Credit Commitment Percentage from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans or any Reimbursement Obligation) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent they result from the Administrative Agent’s bad faith, gross negligence or willful misconduct. The agreements in this Section 13.7 shall survive the payment of the Loans, any Reimbursement Obligation and all other amounts payable hereunder and the termination of this Agreement.

SECTION 13.8. The Administrative Agent in Its Individual Capacity. The Administrative Agent and its respective Subsidiaries and Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not an Administrative Agent hereunder. With respect to any Loans made or renewed by it and with respect to any Letter of Credit issued by it or participated in by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent. Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Credit Parties (so long as no Default or Event of Default has occurred and is continuing), to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Lenders, been approved (so long as no Default or Event of Default has occurred and is continuing) by the Credit Parties or have accepted such appointment within thirty (30) days after the Administrative Agent’s giving of notice of resignation, then the Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent reasonably acceptable to the Credit Parties (so long as no Default or Event of Default has occurred and is continuing), which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations

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hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 13.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

SECTION 13.10. Syndication and Documentation Agents. Each Syndication Agent in its capacity as Syndication Agent and each documentation agent in its capacity as documentation agent shall have no duties or responsibilities and no liabilities under this Agreement or any other Loan Document but shall be entitled, in such capacity, to the same protections afforded to the Administrative Agent under this Article XIII.

ARTICLE XIV MISCELLANEOUS

SECTION 14.1. Notices. (a) Method of Communication. Except as otherwise provided in this Agreement, all notices and communications hereunder shall be in writing, or by telephone subsequently confirmed in writing. Any notice shall be effective if delivered by hand delivery or sent via telecopy, recognized overnight courier service or certified mail, return receipt requested, and shall be presumed to be received by a party hereto (i) on the date of delivery if delivered by hand or sent by telecopy, (ii) on the next Business Day if sent by recognized overnight courier service and (iii) on the third (3^rd) Business Day following the date sent by certified mail, return receipt requested. A telephonic notice to the Administrative Agent as understood by the Administrative Agent will be deemed to be the controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice.

          (b) Addresses for Notices. Notices to any party shall be sent to it at the following addresses, or any other address as to which all the other parties are notified in writing.

If to the Credit Parties:

Jones Apparel Group, Inc.
1411 Broadway
New York, New York 10018
Attention: Chief Financial Officer
Telephone No.: (212)703-9152
Telecopy No.: (212)703-9154

If to Wachovia:

Wachovia Bank, National Association
Administrative Agent: One Wachovia Center, TW 4
301 South College Street
Charlotte, NC 28288-0608
Attention: Syndication Agency Services
Telephone No: 704-715-1353
Telecopy No: 704-383-0288

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With copies to:

Wachovia Bank, National Association
Administrative Agent: One Wachovia Center, TW 5
301 South College Street
Charlotte, NC 28288-0760
Attention: Syndication Agency Management
Telephone No: 704-383-7190
Telecopy No: 704-383-7611

If to any Lender:

To the Address set forth on Schedule 1.1(a) hereto

          (c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and the Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed.

SECTION 14.2. Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (d) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, Administrative Agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney’s and consultant’s fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of any indemnified party.

SECTION 14.3. Set-off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default and during the continuance thereof, the Lenders and any assignee or participant of a Lender in accordance with Section 14.10 are hereby authorized by the Credit Parties at any time

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or from time to time, without notice to the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Lenders, or any such assignee or participant to or for the credit or the account of the Borrower against and on account of the Obligations irrespective of whether or not (a) the Lenders shall have made any demand under this Agreement or any of the other Loan Documents or (b) the Administrative Agent shall have declared any or all of the Obligations to be due and payable as permitted by Section 12.2 and although such Obligations shall be contingent or unmatured.

SECTION 14.4. Governing Law. This Agreement, the Notes and the other Loan Documents, unless otherwise expressly set forth therein, shall be governed by, construed and enforced in accordance with the laws of the State of New York.

SECTION 14.5. Consent to Jurisdiction. Each of the parties hereto hereby irrevocably consents to the personal jurisdiction of the state and federal courts located in New York County, New York, in any action, claim or other proceeding arising out of any dispute in connection with this Agreement and the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations. Each of the parties hereto hereby irrevocably consents to the service of a summons and complaint and other process in any action, claim or proceeding brought by any other party hereto in connection with this Agreement or the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations, on behalf of itself or its property, in the manner specified in Section 14.1. Nothing in this Section 14.5 shall affect the right of any of the parties hereto to serve legal process in any other manner permitted by Applicable Law or affect the right of any of the parties hereto to bring any action or proceeding against any other party hereto or its properties in the courts of any other jurisdictions.

SECTION 14.6. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH CREDIT PARTY HEREBY ACKNOWLEDGE THEY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, CONNECTED WITH OR RELATING TO THE LOAN DOCUMENTS (“Dispute”) IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

SECTION 14.7. Reversal of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

SECTION 14.8. Injunctive Relief; Punitive Damages. (a) Each of the parties to this Agreement recognizes that, in the event such party fails to perform, observe or discharge any of its

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obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the other parties hereto. Therefore, each of the parties hereto agrees that the other parties hereto, at such other party’s option, shall be entitled to pursue temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

          (b) The Administrative Agent, the Lenders and the Credit Parties (on behalf of themselves and their Subsidiaries) hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

SECTION 14.9. Accounting Matters. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance therewith.

SECTION 14.10. Successors and Assigns; Participations. (a) Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Administrative Agent and the Lenders, all future holders of the Notes, and their respective successors and permitted assigns, except that the Borrower shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender other than pursuant to Section 11.5.

          (b) Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of the Extensions of Credit at the time owing to it and the Revolving Credit Notes held by it); provided that:

     (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s Revolving Credit Commitment and all other rights and obligations under this Agreement;

     (ii) if less than all of the assigning Lender’s Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $5,000,000;

     (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment;

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     (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state;

     (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and

     (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender.

          Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent of the interest assigned in such assignment, be released from its obligations under this Agreement.

          (c) Rights and Duties upon Assignment. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as set forth in such Assignment and Acceptance.

          (d) Register. The Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it and record the names and addresses of the Lenders and the amount of the Extensions of Credit with respect to each Lender from time to time in the Register.

          No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

          (e) Issuance of New Revolving Credit Notes. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with any Revolving Credit Note or Revolving Credit Notes if any have been issued pursuant to this Agreement, subject to such assignment and the written consent to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is substantially in the form of Exhibit G:

     (i) accept such Assignment and Acceptance;

     (ii) record the information contained therein in the Register;

     (iii) give prompt notice thereof to the Lenders and the Borrower, on behalf of itself and the other Credit Parties; and

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     (iv) promptly deliver a copy of such Assignment and Acceptance to the Borrower.

          Within ten (10) Business Days after receipt of notice, if requested by the Eligible Assignee the Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Revolving Credit Note or Revolving Credit Notes, a new Revolving Credit Note or Revolving Credit Notes to the order of such Eligible Assignee in amounts equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and a new Revolving Credit Note or Revolving Credit Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Credit Note or Revolving Credit Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Revolving Credit Notes delivered to the assigning Lender. Each surrendered Revolving Credit Note or Revolving Credit Notes shall be canceled and returned to the Borrower.

          (f) Participations. Each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Extensions of Credit and the Notes held by it); provided that:

     (i) each such participation shall be in an amount not less than $5,000,000;

     (ii) such Lender’s obligations under this Agreement (including, without limitation, its Revolving Credit Commitment) shall remain unchanged;

     (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

     (iv) the Credit Parties, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement;

     (v) such Lender shall not permit such participant the right to approve any waivers, amendments or other modifications to this Agreement or any other Loan Document other than waivers, amendments or modifications which would reduce the principal of or the interest rate on any Revolving Credit Loan or Reimbursement Obligation, extend the term or increase the amount of the Revolving Credit Commitment, reduce the amount of any fees to which such participant is entitled, or extend any scheduled payment date for principal, interest or fees of any Revolving Credit Loan, except as expressly contemplated hereby or thereby; and

     (vi) any such disposition shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky law of any state.

          (g) Disclosure of Information; Confidentiality. Each of the Administrative Agent, the Issuing Lenders and the Lenders agrees to maintain the confidentiality of the

63

Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors and representatives (collectively, “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Credit Parties, (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent, the Issuing Lenders or any Lender on a nonconfidential basis from a source other than the Credit Parties or (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Credit Parties’ prior review and approval, which shall not be unreasonably withheld or delayed. For the purposes of this Section, “Information” means all information received from the Credit Parties or any of their Subsidiaries relating to the Credit Parties or their business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Credit Parties; provided that, in the case of information received from the Credit Parties after the Closing Date (other than certificates or other information specifically required by the terms of this Agreement), such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

          (h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle organized for the specific purpose of making or acquiring participations or investing in loans of the type made pursuant to this Agreement (a “SPC”), correctly identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Extension of Credit that such Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Extension of Credit and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Extension of Credit, the Granting Lender shall be obligated to make such Extension of Credit pursuant to the terms hereof. The making of an Extension of Credit by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Extension of Credit were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this clause, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the

64

Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interest in any Extension of Credit to the Granting Lender or to any financial institution (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Extensions of Credit and (ii) disclose on a confidential basis any non-public information relating to Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This clause may not be amended without the written consent of each SPC.

          (i) Certain Pledges or Assignments. Nothing herein shall prohibit any Lender from pledging or assigning any Note to any Federal Reserve Bank in accordance with Applicable Law.

SECTION 14.11. Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the 2005 Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:

     (a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties’ rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and

     (b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.

65

SECTION 14.12. Performance of Duties. The Credit Parties’ obligations under this Agreement and each of the Loan Documents shall be performed by the Credit Parties at their sole cost and expense.

SECTION 14.13. All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied or the Credit Facility has not been terminated.

SECTION 14.14. Survival of Indemnities. Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XIV and any other provision of this Agreement and the Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

SECTION 14.15. Titles and Captions. Titles and captions of Articles, Sections and subsections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

SECTION 14.16. Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 14.17. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 14.18. Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than obligations owing by any Credit Party to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement) shall have been indefeasibly and irrevocably paid and satisfied in full. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination.

SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants. (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control.

          (b) The Borrower expressly acknowledges and agrees that each covenant contained in Article IX, X, or XI hereof shall be given independent effect.

SECTION 14.20. Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each

66

borrower, guarantor or grantor (the “Loan Parties”), which information includes the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act.

SECTION 14.21. Ratings of Loans. Each Lender hereby agrees that nothing in this agreement shall require or imply that the Loans shall be required to be rated by any nationally recognized securities rating organization.

SECTION 14.22. Consent Under 2005 Credit Agreement. Each Lender hereunder that is also a lender under the 2005 Credit Agreement, by execution of this Agreement, hereby (i) agrees that each reference in the 2005 Credit Agreement to the “2004 Credit Agreement” shall mean a reference to this Agreement and (ii) consents to the execution and delivery of this Agreement by the Credit Parties and the performance of their respective obligations hereunder pursuant to Section 14.11 of the 2005 Credit Agreement.

[Signature pages to follow]

67

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their authorized officers, all as of the day and year first written above.

[THE REQUISITE SIGNATURES ARE APPENDED TO AMENDMENT NO. 3 REFERRED TO IN THE PRELIMINARY STATEMENTS]

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Schedule 1.1(a)
(Lenders and Revolving Credit Commitments)

LENDER	COMMITMENT PERCENTAGE		COMMITMENT
Citibank, N.A. 2 Penns Way, Suite 200 New Castle, DE 19720 Attn: Laura D. Quashne T: 302-894-6058 F: 302-894-6120		8.60%	$	43,021,000
JPMorgan Chase Bank, N.A. 1411 Broadway, 5th Floor New York, NY 10018 Attn: Caridad Tio T: 212-391-2711 F: 212-391-7283		6.60%	$	33,021,000
Bank of America, N.A. 101 N. Tyron Street, NC1-001-15-03 Charlotte, NC  28255 Attn: Jason Petrea T: 704-386-3781 F: 704-409-0056		8.60%	$	43,020,750
Barclays Bank PLC 200 Park Avenue New York, NY 10166 Attn: Alicia Borys T: 212-412-6938 F: 212-412-7600		8.60%	$	43,020,750
SunTrust Bank 303 Peachtree Street, N.E. Atlanta, GA 30308 Attn: Don Besch T: 404 575-2649 F: 404 575-2594		8.60%	$	43,020,750
Wachovia Bank, National Association 201 South College Street, CP-23 Charlotte, North Carolina  28202 Attn: Syndication Agency Services T: 704 374-2698 F:704 383-0288		8.60%	$	43,020,750
The Bank of Nova Scotia 720 King Street West 2nd Floor Toronto, ON Canada M5V2T3 Attn: Tamara Mohan / Nironjan Roy T: 416-649-3982 F: 416-350-5725		5.00%	$	25,000,000

The Royal Bank of Scotland plc 101 Park Avenue New York, NY 10178 Attn: Juanita Baird T: 212 401-1420 F: 212 401-1336	5.00%	$	25,000,000
Bank of Tokyo-Mitsubishi UFJ, New York Branch 55 East 52nd Street New York, NY 10055 Attn: Martin Chin T: 212 339-6392 F: 212 754-2368	5.00%	$	25,000,000
The Bank of New York One Wall Street New York, NY 10286 Attn: Laina Chan T: 212-635-6720 F: 212-635-6397	3.50%	$	17,500,000
Mizuho Corporate Bank, Ltd. 1800 Plaza Ten Jersey City, NJ  07311 Attn: Nicole Ferraro T: 201 626-9341 F: 201 626-9913	2.50%	$	12,500,000
The Norinchukin Bank, New York Branch 245 Park Avenue, 29th Floor New York, NY 10167 Attn: Jing Li T: 212 949-10167 F: 212 808-4188	2.50%	$	12,500,000
Standard Chartered One Madison Avenue New York, NY 10010 Attn: Vicky T: 212 667-0203 F: 212 667-0287	2.50%	$	12,500,000
Sumitomo Mitsui Banking Corporation 277 Park Avenue New York, NY 10172 Attn: Tracy Watson T: 212 224-4393 F: 212 224-5197	2.50%	$	12,500,000
U.S. Bank National Association One U.S. Bank Plaza St. Louis, MO  63166 Attn: Frances W. Josephic, Vice President T: 513 762-8973 F: 513 632-2068	2.50%	$	12,500,000

2

Union Bank of California 601 Potrero Grande Drive Monterey Park, CA  91754 Attn: Hisako Sakamoto T: 323 720-6181 F: 323 278-6173	2.50%	$	12,500,000
Fortis Capital Corporation	2.00%	$	10,000,000
Mega International Commercial Bank Co., Ltd. New York Branch 65 Liberty Street New York, NY 10005 Attn: Anne Y. Lu T: 212-815-9188 F: 212-766-5006	2.00%	$	10,000,000
Bank of China, New York Branch 410 Madison Avenue New York, NY 10017 Attn: Elaine Ho T: 212 935-3101 ext 281 F: 646 840-1796	1.50%	$	7,500,000
Banco Bilbao Vizcaya Argentaria 1345 Avenue of the Americas, 45th Floor New York, NY 10105 Attn: Hector Villegas T: 212 728-1513 F: 212 333-2904	1.50%	$	7,500,000
Bear Stearns Corporate Lending Inc. 383 Madison Avenue, 8th Floor New York, NY 10179 Attn: Gloria Dombrowski T: 212-272-6043 F: 212-272-4844	0.50%	$	2,500,000
Chang Hwa Commercial Bank, Ltd, New York Branch 685 Third Avenue, 29th Floor New York, NY 10017 Attn: Sarah Lim T: 212 651-9770 ext. 31 F: 212 651-9785	0.50%	$	2,500,000
Bayerische Hypo und Vereins Bank	1.50%	$	7,500,000
E.Sun Commercial Bank, Ltd., Los Angeles Branch 17700 Castleton Street, Suite 500 City of Industry, CA 91748 Attn: Shinghorng Lin F: 626 810-2400 x. 228 F: 626 839-5531	1.50%	$	7,500,000

3

Malayan Banking Berhad 400 Park Avenue, 9th Floor New York, NY  10022 Attn: Azahari Khalid T: 212 303-1348 F: 212 308-0109	1.50%	$	7,500,000
PNC Bank, National Association 500 First Avenue Pittsburgh, PA  15219 Attn: Marc Accamando T: 412 768-7647 F: 412 768-4586	1.50%	$	7,500,000
CommerzBank	1.00%	$	5,000,000
National Bank of Egypt	1.00%	$	5,000,000
First Commercial Bank, New York Agency 750 Third Avenue, 34th Floor New York, NY 10017 Attn: Yating Hwang T: 212-599-6868 F: 212-599-6133	0.88%	$	4,375,000
Total:	100%	$	500,000,000

4

Schedule 1.1(b)

Schedule 1.1(b)
Outstanding Letters of Credit
[Reserved]

Schedule 7.1(b)

SCHEDULE 7.1(b)

Subsidiaries and Capitalization

	State/Country			Shares Isued and
Name of Corporation	of Incorporation	Type of Shares	Shares Authorized	Outstanding
Apparel Testing Services, Inc.	New Jersey	Common	1,000	100
Asia Expert Limited	Hong Kong	HK$	500,000	1,000
Exportex de Mexico, S.A. de C.V.	Mexico	Common	1,000	1,000
Import Technology of Texas, Inc.	Texas	Common	500,000	1,000
Jones Apparel Group, Inc.	Pennsylvania	Common	201,000,000	86,571,939*
Jones Apparel Group Canada, LP	Canada			Jones Canada, Inc. owns .1% and Jones Apparel Group Canada ULC owns 476 partnership units
Jones Apparel Group Canada ULC	Canada	Common	100,000,000	71,500
Jones Apparel Group Holdings, Inc.	Delaware	Common	1,000	1,000
Jones Apparel Group USA, Inc.	Delaware	Common	1,000	100
Jones Canada, Inc.	Canada	Common	Unlimited	100
Jones Distribution Corporation	Delaware	Common	200	200
Jones Holding Inc.	Delaware	Common	1,000	100
Jones International Limited	Hong Kong	Common	100	100
Jones Investment Co. Inc.	Delaware	Common	200	100
Jones Jeanswear Group, Inc.	New York	Common	15,000	10,000
(formerly known as McNaughton Apparel Group Inc.)	Preferred A	200,000	200,000

		Preferred B	100,000	100,000
Jones Management Service Company	Delaware	Common	1,000	1,000
Jones Retail Corporation	New Jersey	Common	1,000	100
Maxwell Footwear of California, Inc.	Delaware	Common	1,000	1,000
Nine West Accessories (HK) Limited	Hong Kong	Ordinary	10,000	2
Nine West Development Corporation	Delaware	Common	3,000	1,000
Nine West Footwear Corporation	Delaware	Common	3,000	1,000
Nine West Melbourne Pty. Ltd.	Australia	Ordinary	100,000	100
Victoria + Co Ltd.	Rhode Island	Common	50,000	3,405

* As of the close of business on 3/27/2008

2

Schedule 7.1(p)

JONES APPAREL GROUP, INC.
SCHEDULE OF DEBT
AS OF MAY 3, 2008

	Interest Rate			Balance at 5/03
Jones Apparel Group USA, Inc.
4.25% Senior Notes due 2009		4.250	%	$	249,929,070
5.125%Senior Notes due 2014		5.125	%		249,862,625
6.125% Senior Notes due 2034		6.125	%		249,610,713
Total JAG USA Senior Notes				$	749,402,408
Capital Lease (Bristol 180 building)	Various			$	4,784,346
Jones Distribution Corporation
Capital Lease (Virginia warehouse)	Various			$	22,064,159
Jones Management Service
Capital Leases
Equipment	Various			$	4,700,548

JONES APPAREL GROUP, INC.
SCHEDULE OF INTERCOMPANY DEBT
MAY 3, 2008

Jones Apparel Group USA, Inc.
Due to Nine West	$	1,415,180,394
Due to Jones Canada		325,850
Due to Jones Jeanswear Group		318,006,103
Due to Jones Apparel Group Holdings		533,098,024
Due to Jones Holding, Inc.		52,493,624
Due to Apparel Testing Services, Inc.		2,862,507
			$	2,321,966,502
Nine West Footwear Corporation
Due to Jones Retail Corporation		917,949,013
Due to Jones Canada		3,125
Due to Nine West International - Italy		690,585
Due to Nine West Development		349,972,061
Due to Jones Management Service Co.		114,369,798
Due to Jones Apparel Group Holdings		2,017,922
Due to Jones Investment Co., Inc.		952,038
				1,385,954,542
Jones Jeanswear Group, Inc.
Due to Jones Apparel Group, Inc.		35,744,933
Due to Jones Management Service Co.		99,086,111
Due to Apparel Testing Services, Inc.		560,423
Due to Jones International Limited		8,844,920
Due to Nine West Development		9,488,700
Due to Nine West Footwear Corporation		10,766,931
Due to Victoria + Co Limited		2,047,584
Due to Jones Retail Corporation		17,382,389
				183,921,991

2

Jones Retail Corporation
Due to Jones Apparel Group USA, Inc.	112,752,041
Due to Jones Apparel Group, Inc.	26,166,579
Due to Nine West Development	27,701,113
Due to Jones Management Service Co.	48,250,543
		214,870,276
Jones Apparel Group Canada, Inc.
Due to Jones Holding, Inc.	3,747,685
Due to Jones Apparel Group, Inc.	57,571
Due to Jones International Limited	3,980
Due to Jones Management Service Co.	518,157
Due to Jones Jeanswear	199,397,776
		203,725,169
Victoria + Co Limited
Due to Jones Apparel Group, Inc.	3,564,401
Due to Jones Retail Corporation	351,797
Due to Nine West Footwear Corp.	10,473,969
Due to Nine West Development	6,431,964
Due to Jones Management Service Co.	50,505,169
Due to Jones Investment Co., Inc.	22,331,836
		93,659,136
Jones Investment Co., Inc.
Due to Jones Apparel Group USA, Inc.	83,223,073
Due to Jones Canada	7,615
Due to Jones Retail Corporation	20,594,550
Due to Jones Jeanswear	31,467,373
Due to Apparel Testing Services, Inc.	130,000
		135,422,611
Jones Management Service Co.
Due to Jones Apparel Group USA, Inc.	139,478,617
Due to Nine West Development	100,370,736
Due to Jones Investment Co., Inc.	142,386,500
Due to Jones Apparel Group Holdings	11,612,536
		394,903,775

3

Due to Jones International Limited	1,055,386
Jones Apparel Group Holdings, Inc.
Due to Jones Apparel Group, Inc.	7,894,371
Due to Jones Retail Corporation	2,366,940
Due to Nine West Development	585,345
Due to Jones Investment Co., Inc.	258,586,559
		269,433,215
Nine West Development Corp.
Due to Jones Investment Co., Inc.	17,065,526
Due to Jones Apparel Group USA, Inc.	80,436,972
		97,502,498
Nine West Accessories (HK) Limited
Due to Jones Apparel Group USA, Inc.	2,890
Due to Jones Retail Corporation	36,326
Due to Nine West Footwear Corp.	2,252,066
		2,291,282
Nine West International - Italy
Due to Jones Apparel Group USA, Inc.	13,213
Due to Jones Retail Corporation	148,189
		161,402
Jones International Limited
Due to Jones Apparel Group USA, Inc.	988,076
Due to Jones Apparel Group, Inc.	243,344
		1,231,420
Jones Apparel Group, Inc.
Due to Jones Management Service Co.	944,779
Due to Jones Apparel Group USA, Inc.	456,627,393
		457,572,172
		5,762,615,991

4

Schedule 7.1(q)

Litigation

None

Schedule 11.3

Existing Liens

1.	Liens, if any, in respect of certain computer equipment, POS equipment, warehouse equipment, copiers and other office equipment and office furniture used by the Credit Parties and their Subsidiaries which are subject to leases, which Liens, in the aggregate, do not have a Material Adverse Effect.
2.	Liens, if any, in respect of the intellectual property acquired pursuant to the acquisition by Nine West Group Inc. of the footwear business of The United States Shoe Corporation, which Liens, in the aggregate, do not have a Material Adverse Effect.

Schedule 11.4

JONES APPAREL GROUP, INC.
LOANS AND ADVANCES TO CONTRACTORS
AS OF MAY 3, 2008

TOTAL LOANS AND ADVANCES TO CONTRACTORS
Jones Apparel Group USA, Inc.	$	2,940,015
Jones Jeanswear Group, Inc.		220,780
Jones Apparel Group Canada, LP		3,166,508
Total Loans and Advances to Contractors	$	6,327,303

JONES APPAREL GROUP, INC.
LOANS AND ADVANCES TO EMPLOYEES
AS OF MAY 3, 2008

TOTAL LOANS AND ADVANCES TO EMPLOYEES $ 0

2

JONES APPAREL GROUP, INC.
INVESTMENTS
AS OF MAY 3, 2008

JONES INVESTMENT CO.	$	1,111
GLOBAL RETAIL/GRI
TOTAL INVESTMENTS (including overnight deposits)	$	1,111

3

EXHIBIT A - FORM OF
REVOLVING CREDIT NOTE

          $                                                                                                                                                                                                            , 200_

          FOR VALUE RECEIVED, the undersigned JONES APPAREL GROUP USA, INC., a corporation organized under the laws of Delaware, (the “Borrower”), JONES APPAREL GROUP, INC., a corporation organized under the laws of Pennsylvania, JONES APPAREL GROUP HOLDINGS, INC., a corporation organized under the laws of Delaware, JONES RETAIL CORPORATION, a corporation organized under the laws of New Jersey, and NINE WEST FOOTWEAR CORPORATION, a corporation organized under the laws of Delaware (collectively, with the Borrower, the “Debtors”), hereby jointly and severally promise to pay to the order of                                           , (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of                                                        DOLLARS ($                                          ) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made to the Borrower by the Lender pursuant to that certain Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders who are or may become a party thereto (collectively, the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          The unpaid principal amount of Revolving Credit Loans from time to time outstanding is subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 5.1 of the Credit Agreement. All payments of principal and interest on Revolving Credit Loans shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement.

          This Revolving Credit Note (the “Revolving Credit Note”) is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable.

          THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

          The Debt evidenced by this Revolving Credit Note is senior in right of payment to all Subordinated Debt referred to in the Credit Agreement.

          The Debtors hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note.

          IN WITNESS WHEREOF, the undersigned have executed this Revolving Credit Note under seal as of the day and year first above written.

JONES APPAREL GROUP USA, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP HOLDINGS, INC.
By:
	Name:
	Title:
JONES RETAIL CORPORATION,
By:
	Name:
	Title:
NINE WEST FOOTWEAR CORPORATION
By:
	Name:
	Title:

2

EXHIBIT B - FORM OF
NOTICE OF REVOLVING CREDIT BORROWING

NOTICE OF REVOLVING CREDIT BORROWING

Dated as of:                                         

Wachovia Bank, National Association,
    as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Revolving Credit Borrowing is delivered to you under Section 2.2(a) of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Borrower hereby requests that the Lenders make a Revolving Credit Loan to the Borrower in the aggregate principal amount of $                    . (Complete with an amount in accordance with Section 2.2(a) of the Credit Agreement.)

          2. The Borrower hereby requests that such Revolving Credit Loan be made on the following Business Day:                                          . (Complete with a Business Day in accordance with Section 2.2(a) of the Credit Agreement).

          3. The Borrower hereby requests that the Revolving Credit Loan bear interest at the following interest rate, plus the Applicable Margin, as set forth below:

			Termination Date for
		Interest Period	Interest Period (If
Component of Loan	Interest Rate	(LIBOR Rate only)	applicable)
	Base Rate or LIBOR
	Rate

          4. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof (including the requested Revolving Credit Loan) does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

          5. The Borrower hereby represents and warrants that the conditions specified in Section 6.3 of the Credit Agreement have been satisfied or waived as of the date hereof.

          6. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Revolving Credit Borrowing as of the                day of                     ,              .

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

2

EXHIBIT C - FORM OF NOTICE OF
ACCOUNT DESIGNATION

NOTICE OF ACCOUNT DESIGNATION

Dated as of:                     

Wachovia Bank, National Association,
    as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina  28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This Notice of Account Designation is delivered to you under Section 2.2(b) of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account(s):

ABA Routing Number:                                              

Account Number:                                                       

          2. This authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation is provided by the Borrower to the Administrative Agent.

          3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation as of the                day of                     ,              .

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

EXHIBIT D - FORM OF
NOTICE OF PREPAYMENT

NOTICE OF PREPAYMENT

Dated as of:                                         

Wachovia Bank, National Association,
    as Administrative Agent
One First Union Center
301 South College Street, TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Prepayment is delivered to you under Section 2.3(c) of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Borrower hereby provides notice to the Administrative Agent that it shall repay the following [Base Rate Loans] and/or [LIBOR Rate Loans]:                                          . (Complete with an amount in accordance with Section 2.3(c) of the Credit Agreement.)

          2. The Borrower shall repay the above-referenced Revolving Credit Loans on the following Business Day:                                          . (Complete in accordance with Section 2.3(c) of the Credit Agreement.)

          3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment as of the               day of                     ,              .

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

EXHIBIT E - FORM OF
NOTICE OF CONVERSION/CONTINUATION

NOTICE OF CONVERSION/CONTINUATION

Dated as of:                     

Wachovia Bank, National Association,
  as Administrative Agent
One First Union Center
301 South College Street, TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Conversion/Continuation (the “Notice”) is delivered to you under Section 5.2 of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. This Notice is submitted for the purpose of: (Check one and complete applicable information in accordance with the Credit Agreement.)

          Converting all or a portion of a Base Rate Loan into a LIBOR Rate Loan

(a) The aggregate outstanding principal balance of such Revolving Credit Loan is $                    .

(b) The principal amount of such Revolving Credit Loan to be converted is $                    .

(c) The requested effective date of the conversion of such Revolving Credit Loan is                    .

(d) The requested Interest Period applicable to the converted Revolving Credit Loan is                    .

          Converting all or a portion of a LIBOR Rate Loan into a Base Rate Loan

(a) The aggregate outstanding principal balance of such Revolving Credit Loan is $                    

(b) The last day of the current Interest Period for such Revolving Credit Loan is                     .

(c) The principal amount of such Revolving Credit Loan to be converted is $                    .

(d) The requested effective date of the conversion of such Revolving Credit Loan is                     .

          Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan

(a) The aggregate outstanding principal balance of such Revolving Credit Loan is $                    .

(b) The last day of the current Interest Period for such Revolving Credit Loan is                     .

(c) The principal amount of such Revolving Credit Loan to be continued is $                    .

(d) The requested effective date of the continuation of such Revolving Credit Loan is                     .

(e) The requested Interest Period applicable to the continued Revolving Credit Loan is                     .

          2. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

          3. The Borrower hereby represents and warrants that no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing.

          4. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/ Continuation as of the          day of                ,         .

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

2

EXHIBIT F-FORM OF
OFFICER’S COMPLIANCE CERTIFICATE

OFFICER’S COMPLIANCE CERTIFICATE

          The undersigned, on behalf of JONES APPAREL GROUP USA, INC. (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

          1. This Certificate is delivered to you pursuant to Section 8.2 of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          2. I have reviewed the consolidated financial statements of Jones Apparel Group, Inc. and its Subsidiaries dated as of                      and for the                      period[s] then ended and such statements present fairly in all material respects the consolidated financial condition of Jones Apparel Group, Inc. and its Subsidiaries as of their respective dates and the results of the consolidated operations of Jones Apparel Group, Inc. and its Subsidiaries for the respective period[s] then ended, subject to normal year end adjustments for interim statements.

          3. I have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of Jones Apparel Group, Inc. and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this Certificate [except, if such condition or event existed or exists, describe the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto].

          4. The Applicable Margin and information as to the debt ratings necessary for determining such figure are set forth on the attached Schedule 1.

          5. Jones Apparel Group, Inc. and its Subsidiaries are in compliance with the financial covenants contained in Article X of the Credit Agreement as shown on such Schedule 1.

     WITNESS the following signature as of the ___ day of _____, ___.

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

2

Schedule 1

to

Officer’s Compliance Certificate

[To be provided by Borrower in form reasonably acceptable to the Administrative Agent]

EXHIBIT G — FORM OF
ASSIGNMENT AND ACCEPTANCE

ASSIGNMENT AND ACCEPTANCE

Dated as of:                     

     Reference is made to the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008, as amended, restated, supplemented or otherwise modified (the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein which are not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                                                                (the “Assignor”) and                                                                 (the “Assignee”) agree as follows:

          1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, as of the Effective Date (as defined below), a ___% interest in and to all of the Assignor’s interest, rights and obligations with respect to its Revolving Credit Commitment and Revolving Credit Loans (including such percentage of the outstanding L/C Obligations), which percentage represents not less than $5,000,000, unless such percentage equals 100% of such Lender’s Revolving Credit Commitment, and the Assignor thereby retains ___% of its interest therein.

          This Assignment and Acceptance is entered pursuant to, and authorized by, Section 14.10 of the Credit Agreement.

          2. The Assignor (i) represents that, as of the date hereof, its Revolving Credit Commitment Percentage (without giving effect to assignments thereof which have not yet become effective) under the Credit Agreement is ___% and the outstanding balances of its Revolving Credit Loans (including its Revolving Credit Commitment Percentage of the outstanding L/C Obligations) is $                    ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of their obligations under the Credit Agreement or any other instrument or document furnished or executed pursuant thereto; and (iv) to the extent it has received Revolving Credit Note(s) from the Borrower, attaches the applicable Revolving Credit Note(s) delivered to it under the Credit Agreement and requests that the Borrower exchange such Revolving Credit Note(s) for new Revolving Credit Notes payable to each of the Assignor and the Assignee as follows:

Revolving Credit Note
Payable to the Order of:	Principal Amount of Note:

          3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor or any other Lender or the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; (vii) agrees to hold all confidential information in accordance with the provisions of Section 14.10(g) of the Credit Agreement; and (viii) includes herewith for the Administrative Agent the forms required by Section 5.11(e) of the Credit Agreement (if not previously delivered).

          4. The effective date for this Assignment and Acceptance shall be as set forth in Section 1 of Schedule 1 hereto (the “Effective Date”), subject to the consents referred to in the following sentence. Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for, to the extent required by the Credit Agreement, consent by the Borrower and the Administrative Agent and acceptance and recording in the Register.

          5. Upon such consents, acceptance and recording, from and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and the other Loan Documents to which Lenders are parties and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender under each such agreement, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents.

          6. Upon such consents, acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

          7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE DEEMED TO BE A CONTRACT UNDER SEAL AND SHALL BE GOVERNED BY AND CONSTRUED IN

2

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

3

     WITNESS the following signatures as of the ___ day of ___, ___.

ASSIGNOR:
By:
	Title:
ASSIGNEE:
By:
	Name:
	Title:

Acknowledged and Consented to on behalf of the Credit Parties:

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

Consented to and Accepted by:

WACHOVIA BANK, NATIONAL ASSOCIATION,
  as Administrative Agent

By:
	Name:
	Title:

4

Schedule 1

to

Assignment and Acceptance

	1.	Effective Date: _________________, _______
	2.	Assignor’s Interest Prior to Assignment:
		(a)	Revolving Credit Commitment Percentage
%
		(b)	Outstanding balance of Revolving Credit Loans
$
		(c)	Outstanding balance of Assignor’s Revolving Credit Commitment Percentage of the L/C Obligations
$
	3.	Assigned Interest (from Section 1) of:
		(a)	Revolving Credit Loans
%
	4.	Assignee’s Extensions of Credit After Effective Date:
		(a)	Total outstanding balance of Assignee’s Revolving Credit Loans (line 2(b) times line 3(a))
$
		(b)	Total outstanding balance of Assignee’s Revolving Credit Commitment Percentage of the L/C Obligations (line 2(c) times line 3(a))
$
	5.	Retained Interest of Assignor after Effective Date:
		(a)	Retained Interest (from Section 1): (i) Revolving Credit Commitment Percentage
%
		(b)	Outstanding balance of Assignor’s Revolving Credit Loans (line 2(b) times line 5(a)(i))
$
		(c)	Outstanding balance of Assignor’s
			Revolving Credit Commitment Percentage of L/C Obligations (line 2(c) times line 5(a)(i))$

6.	Payment Instructions:
	(a)	If payable to Assignor, to the account of Assignor to: ABA No.: Account Name: Account No. Attn: Ref:
	(b)	If payable to Assignee, to the account of Assignee to:
		ABA No.:
		Account Name: Account No.: Attn: Ref:

2

EX-10.5

Exhibit 10.5

AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED
FIVE-YEAR CREDIT AGREEMENT

Dated as of June 6, 2008

          AMENDMENT NO. 2 TO THE AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT by and among Jones Apparel Group USA, Inc. (formerly known as Kasper, Ltd.), a Delaware corporation (the “Borrower”), the other Additional Obligors referred to therein, the banks, financial institutions and other institutional lenders parties to the 2005 Credit Agreement referred to below (collectively, the “Lenders”) and Wachovia Bank, National Association, as agent (the “Administrative Agent”) for the Lenders.

          PRELIMINARY STATEMENTS:

          (1) The Borrower’s predecessor in interest Jones Apparel Group USA, Inc., a Pennsylvania corporation (“Old Jones USA”), the Additional Obligors, the Lenders, the Administrative Agent and other parties thereto had entered into an Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, as amended by Amendment No. 1 dated as of July 27, 2007 (as amended, the “2005 Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the 2005 Credit Agreement.

          (2) Old Jones USA merged into the Borrower as of January 1, 2007.

          (3) The Borrower has requested changes and modifications to the 2005 Credit Agreement as hereinafter set forth; the Required Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrower; and the Borrower and the Required Lenders have agreed to further amend the 2005 Credit Agreement as hereinafter set forth.

          SECTION 1. Amendments to 2005 Credit Agreement. The 2005 Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended in its entirety to read in full as set forth in Annex A hereto.

          SECTION 2. Conditions of Effectiveness. This Amendment is subject to the provisions of Section 14.11 of the 2005 Credit Agreement. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when and only when, on or before the Amendment Effective Date, the Administrative Agent shall have received:

          (a) Counterparts of this Amendment executed by the Borrower, the Additional Obligors and the Required Lenders.

          (b) A certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in the 2005 Credit Agreement, as amended hereby, are true, correct and complete in all material respects with the same effect as if made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); that the Borrower is not in violation of any

of the covenants contained in the 2005 Credit Agreement, as amended hereby; that, after giving effect to the transactions contemplated by this Amendment, no Default or Event of Default has occurred and is continuing; and that each of the conditions to the effectiveness of this Amendment has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

          (c) A certificate of the secretary, assistant secretary or general counsel of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Amendment and certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the borrowings contemplated under the 2005 Credit Agreement, as amended hereby, and the execution, delivery and performance of this Amendment.

          (d) Favorable opinions of Ira M. Dansky, General Counsel to the Borrower, Cravath, Swaine & Moore LLP, special counsel to the Borrower, Schnader Harrison Segal & Lewis LLP, Pennsylvania counsel to the Borrower, and Drinker Biddle & Reath LLP, New Jersey counsel to the Borrower, addressed to the Administrative Agent and the Lenders with respect to the Borrower, the Loan Documents and such other matters as the Lenders shall reasonably request.

          SECTION 3. Reference to and Effect on the 2005 Credit Agreement and the Notes. (a) On and after the Amendment Effective Date, each reference in the 2005 Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the 2005 Credit Agreement, and each reference in (i) the Notes and (ii) each of the other Loan Documents, to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the 2005 Credit Agreement, shall mean and be a reference to the 2005 Credit Agreement, as amended by this Amendment.

          (b) The 2005 Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

          (c) Changes in the Applicable Margin effected by this Amendment shall be effective for all periods (or portions thereof) on and after the Amendment Effective Date. Any interest, fees or other amounts accruing on the basis of the Applicable Margin during periods (or portions thereof) prior to the Amendment Effective Date will accrue on the basis of the Applicable Margin in effect for such periods prior to the Amendment Effective Date.

          (d) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the 2005 Credit Agreement, nor constitute a waiver of any provision of the 2005 Credit Agreement.

          SECTION 4. Costs, Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent and the Arrangers in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and the Arrangers) in accordance with the terms of Section 14.2 of the 2005 Credit Agreement.

          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so

2

executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic medium shall be effective as delivery of a manually executed counterpart of this Amendment.

          SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

3 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

JONES APPAREL GROUP USA, INC., as Borrower
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer
JONES APPAREL GROUP, INC., as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer and Senior Vice President, Corporate Taxation and Risk Management
JONES APPAREL GROUP HOLDINGS, INC., as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer
JONES RETAIL CORPORATION, as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Vice President & Treasurer
NINE WEST FOOTWEAR CORPORATION, as Additional Obligor
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer

Agreed as of the date first above written: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Lender
By:	/s/ Susan T. Gallagher
	Name:	Susan T. Gallagher
	Title:	Director
JPMORGAN CHASE BANK, N.A., as Issuing Lender and Lender
By:	/s/ James A. Knight
	Name:	James A. Knight
	Title:	Vice President
CITIBANK, N.A., as Issuing Lender and Lender
By:	/s/ Shannon A. Sweeney
	Name:	Shannon A. Sweeney
	Title:	Vice President
BANK OF AMERICA, N.A., as Issuing Lender and Lender
By:	/s/ Thomas J. Kane
	Name:	Thomas J. Kane
	Title:	SVP
BARCLAYS BANK PLC, as Lender
By:	/s/ Alicia Borys
	Name:	Alicia Borys
	Title:	Manager

SUNTRUST BANK as Lender
By:	/s/ Michael J. Vegh
	Name:	Michael J. Vegh
	Title:	Vice President
THE ROYAL BANK OF SCOTLAND PLC, as Lender
By:	/s/ Belinda Tucker
	Name:	Belinda Tucker
	Title:	Senior Vice President
THE BANK OF NOVA SCOTIA as Lender
By:	/s/ Olivia L. Braun
	Name:	Olivia L. Braun
	Title:	Director
BANK OF TOKYO-MITSUBISHI UFJ, NEW YORK BRANCH as Lender
By:	/s/ Lillian Kim
	Name:	Lillian Kim
	Title:	Authorized Signatory
STANDARD CHARTERED BANK, as Lender
By:	/s/ David B. Edwards
	Name:	David B. Edwards
	Title:	Managing Director
By:	/s/ Robert K. Reddington
	Name:	Robert K. Reddington
	Title:	AVP/Credit Documentation Credit Risk Control Standard Chartered Bank N.Y.

THE BANK OF NEW YORK, as Lender
By:	/s/ David B. Wirl
	Name:	David B. Wirl
	Title:	Vice President
MIZUHO CORPORATE BANK, USA, as Lender
By:	/s/ Raymond Ventura
	Name:	Raymond Ventura
	Title:	Deputy General Manager
Sumitomo Mitsui Banking Corporation, as Lender
By:	/s/ David A. Buck
	Name:	David A. Buck
	Title:	Senior Vice President
Union Bank of California, N.A. as Lender
By:	/s/ Ching Lim
	Name:	Ching Lim
	Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION as Lender
By:	/s/ Frances W. Josephic
	Name:	Frances W. Josephic
	Title:	Vice President

The Norinchukin Bank,
as Lender
By:	/s/ Noritsugu Sato
	Name:	Noritsugu Sato
	Title:	General Manager
FORTIS, as Lender
By:	/s/ Timothy Streb
	Name:	Timothy Streb
	Title:	Managing Director
By:	/s/ Justin Mauch
	Name:	Justin Mauch
	Title:	Vice President
Bank of China, New York Branch,
as Lender
By:	/s/ William W. Smith
	Name:	William W. Smith
	Title:	Chief Lending Officer and DGM
CHANG HWA COMMERICAL BANK, LTD., NEW YORK BRANCH as Lender
By:	/s/ Jim C.Y. Chen
	Name:	Jim C.Y. Chen
	Title:	VP & General Manager
E.Sun Commercial Bank, Ltd., Los Angeles Branch as Lender
By:	/s/ Benjamin Lin
	Name:	Benjamin Lin
	Title:	EVP & General Manager

National Bank of Egypt - New York Branch,
as Lender
By:	/s/ Mr. Hassan Eissa
	Name:	Mr. Hassan Eissa
	Title:	General Manager
BEAR STEARNS CORPORATE LENDING INC., as Lender
By:	/s/ Linda A. Carper
	Name:	Linda A. Carper
	Title:	Vice President
The Governor and Company of the Bank of Ireland, as Lender
By:	/s/ Emer Dalton
	Name:	Emer Dalton
	Title:	Authorised Signatory
By:	/s/ Jennifer Lyons
	Name:	Jennifer Lyons
	Title:	Authorised Signatory
BANK OF TAIWAN, NEW YORK AGENCY, as Lender
By:	/s/ Thomas K.C. Wu
	Name:	Thomas K.C. Wu
	Title:	VP & General Manager
Land Bank of Taiwan Los Angeles Branch,
as Lender
By:	/s/ Henry C.R. Leu
	Name:	Henry C.R. Leu
	Title:	V. P. & General Manager

FIFTH THIRD BANK,			,
as Lender
By:	/s/ Randolph J. Stierer
	Name:	Randolph J. Stierer
	Title:	Vice President

BANK LEUMI USA,
as Lender
By:	/s/ John Koenigsberg
	Name:	John Koenigsberg
	Title:	Senior Vice President
By:	/s/ Iris Steinhardt
	Name:	Iris Steinhardt
	Title:	Vice President
Hua Nan Commercial Bank, Ltd. New York Agency, as Lender
By:	/s/ Henry Hsieh
	Name:	Henry Hsieh
	Title:	Assistant Vice President
Taipei Fubon Commercial Bank New York Agency as Lender
By:	/s/ Sophia Jing
	Name:	Sophia Jing
	Title:	FVP & General Manager

2

ANNEX A

$750,000,000

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

dated as of May 16, 2005,

AMENDED AND RESTATED AS OF JUNE 6, 2008

by and among

JONES APPAREL GROUP USA, INC.,

the Additional Obligors referred to herein,

the Lenders referred to herein,

J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers
and Joint Bookrunners,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

and

JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A.,
as Syndication Agents,

and

BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK
as Documentation Agents

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.1. Definitions		1
SECTION 1.2. General		15
SECTION 1.3. Other Definitions and Provisions		16
ARTICLE II REVOLVING CREDIT FACILITY		16
SECTION 2.1. Revolving Credit Loans		16
SECTION 2.2. Procedure for Advances of Revolving Credit Loans		16
SECTION 2.3. Repayment of Revolving Credit Loans		17
SECTION 2.4. Evidence of Debt		18
SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment		18
SECTION 2.6. Termination of Revolving Credit Facility		19
SECTION 2.7. Increase in the Aggregate Revolving Credit Commitments		19
ARTICLE III LETTER OF CREDIT FACILITY		20
SECTION 3.1. L/C Commitment		20
SECTION 3.2. Procedure for Issuance of Letters of Credit		21
SECTION 3.3. Fees and Other Charges		21
SECTION 3.4. L/C Participations		22
SECTION 3.5. Reimbursement		23
SECTION 3.6. Obligations Absolute		23
SECTION 3.7 Effect of Application		24
ARTICLE IV [RESERVED]		24
ARTICLE V GENERAL LOAN PROVISIONS		24
SECTION 5.1. Interest		24

i

SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans	26
SECTION 5.3. Fees	26
SECTION 5.4. Manner of Payment	26
SECTION 5.5. Crediting of Payments and Proceeds	27
SECTION 5.6. Adjustments	27
SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent	27
SECTION 5.8. Joint and Several Liability of the Credit Parties	28
SECTION 5.9. Changed Circumstances	29
SECTION 5.10. Indemnity	32
SECTION 5.11. Capital Requirements	32
SECTION 5.12. Taxes	33
ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING	35
SECTION 6.1. Closing	35
SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit	35
SECTION 6.3. Conditions to Extensions of Credit	37
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES	37
SECTION 7.1. Representations and Warranties	37
SECTION 7.2. Survival of Representations and Warranties, Etc.	42
ARTICLE VIII FINANCIAL INFORMATION AND NOTICES	42
SECTION 8.1. Financial Statements and Projections	43
SECTION 8.2. Officer’s Compliance Certificate	43
SECTION 8.3. Accountants’ Certificate	43
SECTION 8.4. Other Reports	44
SECTION 8.5. Notice of Litigation and Other Matters	44
SECTION 8.6. Accuracy of Information	45

ii

ARTICLE IX AFFIRMATIVE COVENANTS	45
SECTION 9.1. Preservation of Corporate Existence and Related Matters	46
SECTION 9.2. Maintenance of Property	46
SECTION 9.3. Insurance	46
SECTION 9.4. Accounting Methods and Financial Records	46
SECTION 9.5. Payment and Performance of Obligations	46
SECTION 9.6. Compliance With Laws and Approvals	46
SECTION 9.7. Environmental Laws	46
SECTION 9.8. Compliance with ERISA	47
SECTION 9.9. Conduct of Business	47
SECTION 9.10. Visits and Inspections	47
SECTION 9.11. Use of Proceeds	47
ARTICLE X FINANCIAL COVENANTS	47
SECTION 10.1. Interest Coverage Ratio	48
SECTION 10.2. Covenant Debt to EBITDA Ratio	48
SECTION 10.3. Asset Coverage Ratio	48
ARTICLE XI NEGATIVE COVENANTS	48
SECTION 11.1. Limitations on Debt and Guaranty Obligations	48
SECTION 11.2. [Reserved]	49
SECTION 11.3. Limitations on Liens	50
SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions	51
SECTION 11.5. Limitations on Mergers and Liquidation	52
SECTION 11.6. Limitations on Sale or Transfer of Assets	53
SECTION 11.7. Limitations on Dividends and Distributions	53
SECTION 11.8. Transactions with Affiliates	54
SECTION 11.9. Changes in Fiscal Year End	54

iii

SECTION 11.10. Amendments; Payments and Prepayments of Material Debt and Subordinated Debt	54
ARTICLE XII DEFAULT AND REMEDIES	54
SECTION 12.1. Events of Default	54
SECTION 12.2. Remedies	56
SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc.	58
ARTICLE XIII THE ADMINISTRATIVE AGENT	58
SECTION 13.1. Appointment	58
SECTION 13.2. Delegation of Duties	58
SECTION 13.3. Exculpatory Provisions	58
SECTION 13.4. Reliance by the Administrative Agent	59
SECTION 13.5. Notice of Default	59
SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders	59
SECTION 13.7. Indemnification	60
SECTION 13.8. The Administrative Agent in Its Individual Capacity	60
SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent	60
SECTION 13.10. Syndication and Documentation Agents	61
ARTICLE XIV MISCELLANEOUS	61
SECTION 14.1. Notices	61
SECTION 14.2. Expenses; Indemnity	62
SECTION 14.3. Set-off	63
SECTION 14.4. Governing Law	63
SECTION 14.5. Consent to Jurisdiction	63
SECTION 14.6. Waiver of Jury Trial	63
SECTION 14.7. Reversal of Payments	63
SECTION 14.8. Injunctive Relief; Punitive Damages	64
SECTION 14.9. Accounting Matters	64

iv

SECTION 14.10. Successors and Assigns; Participations	64
SECTION 14.11. Amendments, Waivers and Consents	68
SECTION 14.12. Performance of Duties	70
SECTION 14.13. All Powers Coupled with Interest	70
SECTION 14.14. Survival of Indemnities	70
SECTION 14.15. Titles and Captions	70
SECTION 14.16. Severability of Provisions	70
SECTION 14.17. Counterparts	70
SECTION 14.18. Term of Agreement	70
SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants	70
SECTION 14.20. Patriot Act	70
SECTION 14.21. Ratings of Loans	71
SECTION 14.22. Consent Under 2004 Credit Agreement	71

Exhibits
Exhibit A -	Form of Revolving Credit Note
Exhibit B -	Form of Notice of Revolving Credit Borrowing
Exhibit C -	Form of Notice of Account Designation
Exhibit D -	Form of Notice of Prepayment
Exhibit E -	Form of Notice of Conversion/Continuation
Exhibit F -	Form of Officer’s Compliance Certificate
Exhibit G -	Form of Assignment and Acceptance
Schedules
Schedule 1.1(a) - Lenders and Revolving Credit Commitments
Schedule 1.1(b) - Outstanding Letters of Credit
Schedule 7.1(b) - Subsidiaries and Capitalization
Schedule 7.1(p) - Debt and Guaranty Obligations

v

Schedule 7.1(q) -	Litigation
Schedule 11.3 -	Existing Liens
Schedule 11.4 -	Existing Loans, Advances and Investments

vi

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

Dated as of May 16, 2005

AMENDED AND RESTATED AS OF JUNE 6, 2008

          JONES APPAREL GROUP USA, INC. (formerly known as Kasper, Ltd.), a Delaware corporation, the Additional Obligors (as defined below), the Lenders who are or may become a party to this Agreement, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Syndication Agents, and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK, as Documentation Agents, agree as follows:

          PRELIMINARY STATEMENT. The Borrower’s predecessor in interest Jones Apparel Group USA, Inc., a Pennsylvania corporation (“Old Jones USA”), the Borrower, the Additional Obligors, the lenders parties thereto and Wachovia Bank, National Association (as successor in interest to First Union National Bank), as administrative agent, were parties to an Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (the “Existing Credit Agreement”). Old Jones USA merged into the Borrower as of January 1, 2007. The Borrower, the Additional Obligors, the parties hereto and Wachovia Bank, National Association, as Administrative Agent, desire to amend the Existing Credit Agreement as herein set forth and to restate it in its entirety giving effect to such amendment.

          NOW THEREFORE, the parties hereto agree that, subject to the conditions set forth in Section 2 of Amendment No. 2 to the Existing Credit Agreement, dated as of June 6, 2008, the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:

ARTICLE I DEFINITIONS

SECTION 1.1. Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

          “Additional Debt Securities” means Debt incurred after the Amendment Date, arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements (including in connection with the issuance of exchange securities in connection with any exchange offer registered under the Securities Act of 1933, as amended, following a private placement of Additional Debt Securities).

          “Additional Obligors” means the collective reference to Jones Apparel Group, Jones Apparel Group Holdings, Nine West Footwear and Jones Retail in their capacities as co-obligors under this Agreement.

          “Administrative Agent” means Wachovia in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 13.9.

          “Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 14.1(c).

          “Affiliate” means, with respect to any Person, any other Person (other than a Subsidiary) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

          “Agreement” means this Five-Year Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

          “Alternative Currency” means (a) Pounds Sterling, (b) the euro or (c) any other lawful currency (other than Dollars) acceptable to the Issuing Lenders which, in the case of this clause (c), is freely transferable and convertible into Dollars in the United States currency market and is freely available to all Issuing Lenders in the London interbank deposit market.

          “Alternative Currency L/C Commitment” means the lesser of (a) One Hundred Million Dollars ($100,000,000) and (b) the L/C Commitment.

          “Amendment Date” means June 6, 2008, the date upon which Amendment No. 2 to this Agreement became effective in accordance with its terms.

          “Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

          “Applicable Margin” means, for purposes of calculating (a) the Base Rate and LIBOR Rate for purposes of Section 5.1(a), (b) the L/C Fee for purposes of Section 3.3(a) or (c) the Commitment Fee for purposes of Section 5.3(a), the corresponding rate set forth below for the applicable rating of the senior, unsecured, long-term debt of the Credit Parties, on a collective basis (the “Debt Rating”) publicly announced by Standard & Poor’s, a division of The McGraw-Hill Companies (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”) as follows:

			Applicable Margin Per Annum
Level	S&P Rating	Moody’s	LIBOR			Base Rate			Trade			Standby			Commitment
		Rating	Rate						L/C Fee			L/C Fee			Fee
I	>=BBB	>=Baa2		1.750	%		0.7500	%		0.855	%		1.750	%		0.150	%
II	>=BBB-	>=Baa3		2.000	%		1.000	%		1.000	%		2.000	%		0.250	%
III	>=BB+	>=Ba1		2.250	%		1.250	%		1.125	%		2.250	%		0.375	%
IV	>=BB	>=Ba2		2.500	%		1.500	%		1.250	%		2.500	%		0.500	%
V	<=BB-	<=Ba3		2.750	%		1.750	%		1.375	%		2.750	%		0.625	%

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provided, that if both Moody’s and S&P shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then such Debt Rating shall be deemed to be Level V. In the event that the corresponding Debt Ratings publicly announced by S&P and Moody’s listed above differ by (a) one pricing level, the Applicable Margin shall be based on the higher of the two ratings, and (b) two or more pricing levels, the Applicable Margin shall be based on the rating one rating below the higher of the two ratings. Any change in the Applicable Margin shall be effective as of the Business Day on which the applicable rating is announced or is publicly available. If the rating system of S&P and Moody’s shall change, or if both of such rating agencies shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agencies and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation.

     “Application” means an application, in the form specified by any Issuing Lender from time to time, requesting such Issuing Lender to issue a Letter of Credit.

     “Asset Coverage Ratio” means the ratio of (a) the sum of gross inventory plus gross accounts receivable (as of the date of determination) to (b) the sum of (i) the aggregate principal amount of Loans outstanding and (ii) the aggregate principal amount of Loans outstanding under the 2004 Credit Agreement, in each case as of such date of determination.

     “Assignment and Acceptance” shall have the meaning assigned thereto in Section 14.10(b)(ii).

     “Assuming Lender” has the meaning specified in Section 2.7(d).

     “Assumption Agreement” has the meaning specified in Section 2.7(d)(ii).

     “Base Rate” means, at any time, the higher of (a) the Prime Rate and (b) the sum of (i) the Federal Funds Rate plus (ii) 1/2 of 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate.

     “Base Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a).

     “Borrower” means Jones Apparel Group USA, Inc.

     “Business Day” means (a) any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina, Philadelphia, Pennsylvania and New York, New York, are not authorized or required by law to remain closed for the conduct of their commercial banking business, (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for trading in Dollar deposits in the London interbank market and (c) with respect to all notices and determinations in connection with, and payment of principal and interest on, any L/C Obligation denominated in an Alternative Currency, the term “Business Day” shall also

3

exclude any day on which banks in London do not provide quotations for deposits denominated in such Alternative Currency.

     “Capital Lease” means, with respect to the Credit Parties and their Subsidiaries, any lease of any property that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Credit Parties and their Subsidiaries.

     “Change in Control” shall have the meaning assigned thereto in Section 12.1(h).

     “Closing Date” means May 16, 2005.

     “Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “Commitment Date” has the meaning specified in Section 2.7(b).

     “Commitment Fee” shall have the meaning assigned thereto in Section 5.3(a).

     “Commitment Increase” has the meaning specified in Section 2.7(a).

     “Consolidated” means, when used with reference to financial statements or financial statement items of the Credit Parties and their Subsidiaries, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

     “Correspondent” means any financial institution designated by an Issuing Lender to act as such Issuing Lender’s correspondent hereunder with respect to the distribution and payment of Letters of Credit denominated in an Alternative Currency.

     “Covenant Debt” means, for any date of calculation, Debt with respect to the Credit Parties and their Subsidiaries that would appear on a Consolidated balance sheet of the Credit Parties and their Subsidiaries prepared as of such date in accordance with GAAP.

     “Covenant Debt to EBITDA Ratio” means, for any date of calculation, Covenant Debt as of such date divided by EBITDA for the period of four (4) consecutive fiscal quarters ending on such date; provided that there shall be excluded from the calculation of Covenant Debt to EBITDA Ratio for the period ended on July 5, 2008, EBITDA (whether positive or negative) attributable to any discontinued operations.

     “Credit Facility” means the collective reference to the Revolving Credit Facility and the L/C Facility.

     “Credit Parties” means each of the Additional Obligors and the Borrower.

     “Debt” means, with respect to the Credit Parties and their Subsidiaries at any date and without duplication, the sum of the following calculated in accordance with GAAP: (a) all liabilities, obligations and indebtedness, in each case for borrowed money including but not limited to obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person, (b) all obligations to pay the deferred purchase

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price of property or services of any such Person, except trade liabilities arising in the ordinary course of business, (c) all obligations of any such Person as lessee under Capital Leases, (d) all Debt of any other Person secured by a Lien on any asset of any such Person, (e) all Guaranty Obligations of any such Person, (f) all obligations, contingent or otherwise, of any such Person relative to the amount of drawn letters of credit not reimbursed as required by the terms thereof, including without limitation any Reimbursement Obligation not reimbursed as required by the terms hereof, and banker’s acceptances issued for the account of any such Person, and (g) all net obligations incurred by any such Person pursuant to Hedging Agreements in respect of interest rate hedges.

     “Default” means any of the events specified in Section 12.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

     “Dispute” shall have the meaning assigned thereto in Section 14.6.

     “Dollar Amount” shall mean (a) with regard to any Obligation denominated in Dollars, the amount thereof and (b) with regard to any Obligation denominated in an Alternative Currency, the amount of Dollars which is equivalent to the sum of (i) the amount so expressed in an Alternative Currency at the applicable-quoted spot rate on the appropriate page of the Reuter’s Screen as determined by the Administrative Agent at the relevant time; plus (ii) any amounts owed by the Borrower pursuant to Section 3.5(b).

     “Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

     “EBITDA” means, with respect to the Credit Parties and their Subsidiaries on a Consolidated basis for any period, the sum of (a) Net Income for such period, plus (b) the sum of the following to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense and (iii) amortization, depreciation, extraordinary non-cash losses and any other non-cash charges (including amortization or write-off of goodwill, transaction expenses, covenants not to compete and other intangible assets, and non-cash charges resulting from purchase accounting related to any acquisition otherwise permitted pursuant to the terms of this Agreement) less (c) the sum of (i) any items of extraordinary gain which were included in determining Net Income and (ii) items of cash gains from the sale of assets to the extent such gains exceed $50,000,000 during such period.

     “EBITDAR” means, with respect to the Credit Parties and their Subsidiaries on a Consolidated basis for any period, the sum of (a) Net Income for such period, plus (b) the sum of the following to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense, (iii) amortization, depreciation, extraordinary non-cash losses and any other non-cash charges (including amortization or write-off of goodwill, transaction expenses, covenants not to compete and other intangible assets, and non-cash charges resulting from purchase accounting related to any acquisition otherwise permitted pursuant to the terms of this Agreement) and (iv) Rental Expense (exclusive of any amounts reflected in Interest Expense) less (c) the sum of (i) any items of extraordinary gain which were included in determining Net Income and (ii) items of cash gains from the sale of assets to the extent such gains exceed $50,000,000 during such period.

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     “Eligible Assignee” means, with respect to any assignment of the rights, interest and obligations of a Lender hereunder, a Person that is at the time of such assignment (a) a commercial bank organized under the laws of the United States or any state thereof, having combined capital and surplus in excess of $500,000,000, (b) a commercial bank organized under the laws of any other country that is a member of the Organization of Economic Cooperation and Development, or a political subdivision of any such country, having combined capital and surplus in excess of $500,000,000, (c) a finance company, insurance company or other financial institution which in the ordinary course of business extends credit of the type extended hereunder and that has total assets in excess of $1,000,000,000, (d) already a Lender hereunder (whether as an original party to this Agreement or as the assignee of another Lender) or an Affiliate of a Lender hereunder, (e) the successor (whether by transfer of assets, merger or otherwise) to all or substantially all of the commercial lending business of the assigning Lender, (f) any SPC solely to the extent permitted by Section 14.10(h), or (g) any other Person that has been approved in writing as an Eligible Assignee by the Borrower and the Administrative Agent.

     “Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained for employees of the Borrower or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained for the employees of the Borrower or any current or former ERISA Affiliate.

     “EMU” mean economic and monetary union as contemplated in the Treaty on European Union.

     “Environmental Laws” means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, binding interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

     “ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “ERISA Affiliate” means any Person who together with the Borrower is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

     “euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the euro in one or more member states.

     “Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar

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category of liabilities for a member bank of the Federal Reserve System in New York City.

     “Event of Default” means any of the events specified in Section 12.1, provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

     “Existing Debt Securities” means the 4.250% Senior Notes due 2009, the 5.125% Senior Notes due 2014, and the 6.125% Senior Notes due 2034 of Jones Apparel Group.

     “Existing Loans” shall have the meaning assigned thereto in Section 6.2(f).

     “Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, and (ii) such Lender’s Revolving Credit Commitment Percentage of the Dollar Amount of the L/C Obligations then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

     “FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto.

     “Federal Funds Rate” means, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) representing the daily effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Administrative Agent. If, for any reason, such rate is not available, then “Federal Funds Rate” shall mean a daily rate which is determined, in the opinion of the Administrative Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. (Charlotte time). Rates for weekends or holidays shall be the same as the rate for the most immediate preceding Business Day.

     “Fiscal Year” means the fiscal year of the Credit Parties and their Subsidiaries ending on December 31.

     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Credit Parties and their Subsidiaries throughout the period indicated.

     “Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

     “Governmental Authority” means any nation, province, state or political subdivision thereof, and any government or any Person exercising executive, legislative,

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regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

     “Granting Lender” shall have the meaning assigned thereto in Section 14.10(h).

     “Guaranty Obligation” means, with respect to the Credit Parties and their Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) a contractual commitment by one Person to invest in another Person for so long as such investment is expected to constitute a permitted investment under Section 11.4.

     “Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law, (d) the discharge or emission or release of which requires a permit or license under any Applicable Law or other Governmental Approval, or (e) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

     “Hedging Agreement” means any agreement with respect to an interest rate or currency swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate or currency risk exposure executed in connection with hedging the interest rate or currency exposure of any Credit Party, and any confirming letter executed pursuant to such hedging agreement, all as amended, restated or otherwise modified from time to time.

     “Increase Date” has the meaning specified in Section 2.7(a).

     “Increasing Lender” has the meaning specified in Section 2.7(b).

     “Interest Coverage Ratio” means, as of the last day of any fiscal quarter, EBITDAR for the period of four consecutive fiscal quarters ending on such date divided by the sum of (a) Interest Expense less the amortization of non-cash items included in “Interest Expense” (including, but not limited to, amortization of debt issuance costs) and (b) Rental Expense (exclusive of any amounts reflected in Interest Expense), both for the period of four consecutive fiscal quarters ending on such date; provided that there shall

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be excluded from the calculation of Interest Coverage Ratio for the period ended on July 5, 2008, EBITDAR (whether positive or negative) and any items of Interest Expense or Rental Expense attributable to any discontinued operations.

     “Interest Expense” means, for any period, total interest expense (including, without limitation, interest expense attributable to Capital Leases) determined on a consolidated basis, without duplication, for the Credit Parties and their Subsidiaries in accordance with GAAP.

     “Interest Period” shall have the meaning assigned thereto in Section 5.1(b).

     “ISP 98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

     “Issuing Lender” means Wachovia, Citibank, N.A., JPMorgan Chase Bank, N.A. and Bank of America, N.A., each in its capacity as issuer of any Letter of Credit, and any other Lender mutually acceptable and on terms satisfactory to the Borrower, the Administrative Agent and such Lender; and Issuing Lenders means all such Lenders.

     “Jones Apparel Group” means Jones Apparel Group, Inc., a Pennsylvania corporation.

     “Jones Apparel Group Holdings” means Jones Apparel Group Holdings, Inc., a Delaware corporation.

     “Jones Retail” means Jones Retail Corporation, a New Jersey corporation.

     “L/C Commitment” means Seven Hundred Fifty Million Dollars ($750,000,000).

     “L/C Facility” means the letter of credit facility established pursuant to Article III hereof.

     “L/C Fee” shall have the meaning assigned thereto in Section 3.3(a).

     “L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

     “L/C Participants” means the collective reference to all the Lenders having a Revolving Credit Commitment other than the applicable Issuing Lender.

     “Lender” means each Person executing this Agreement as a Lender set forth on the signature pages hereto, each Assuming Lender that shall become a party hereto pursuant to Section 2.7 and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 14.10 other than any party hereto that ceases to be a party hereto pursuant to any Assignment and Acceptance.

     “Lending Group Members” means the collective reference to (a) the Lenders party to this Agreement and (b) the lenders party to the 2004 Credit Agreement.

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     “Lending Office” means, with respect to any Lender, for Revolving Credit Loans, the office of such Lender maintaining such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans.

     “Letters of Credit” shall have the meaning assigned thereto in Section 3.1.

     “LIBOR” means the rate of interest per annum determined on the basis of the rate for deposits in Dollars or an Alternative Currency (other than euro) in minimum amounts of at least $5,000,000 or the approximate Dollar Amount thereof, in the case of an Alternative Currency, for a period equal to the applicable Interest Period which appears on the British Bankers’ Association Interest Settlement Rates (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in such currency in the London interbank market) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest one hundredth of one percent (1/100%)). If, for any reason, such rate does not appear on British Bankers’ Association Interest Settlement Rates, then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average (rounded upward, if necessary, to the nearest one-hundredth of one percent (1/100%)) of the rate per annum at which deposits in Dollars or an Alternative Currency would be offered by the Reference Group in the London interbank market to the Administrative Agent as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period and in an amount substantially equal to the amount of the applicable Revolving Credit Loan.

     “LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR RATE	=	LIBOR
		1.00 — Eurodollar Reserve Percentage

     “LIBOR Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a).

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

     “Loan” means a Revolving Credit Loan.

     “Loan Documents” means, collectively, this Agreement, the Notes, the Applications and each other document, instrument and agreement executed and delivered by any Credit Party, its Subsidiaries or their counsel in connection with this Agreement, all as may be amended, restated, supplemented or otherwise modified.

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     “Material Adverse Effect” means, with respect to the Credit Parties or any of their Subsidiaries, a material adverse effect on the business, assets, operations or financial condition of the Credit Parties and their Subsidiaries taken as a whole or the ability of any such Person to perform its obligations under the Loan Documents, in each case to which it is a party.

     “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making (or has made), or is accruing (or has accrued) an obligation to make, contributions either presently or within the preceding six years.

     “Net Income” means, with respect to the Credit Parties and their Subsidiaries for any period, the Consolidated net income (or loss) of the Credit Parties and their Subsidiaries for such period determined in accordance with GAAP; provided, that there shall be excluded from net income (or loss) of a Person (the “computing Person”), the income (or loss) of any Person (other than a Subsidiary of the computing Person) in which the computing Person has an ownership interest unless received by the computing Person in a cash distribution.

     “Net Worth” means, with respect to the Credit Parties and their Subsidiaries, as of any date, the total shareholders’ equity that would appear on a Consolidated balance sheet of the Credit Parties and their Subsidiaries prepared as of such date in accordance with GAAP.

     “Nine West Footwear” means Nine West Footwear Corporation, a Delaware corporation.

     “Note” means a Revolving Credit Note.

     “Notice of Account Designation” shall have the meaning assigned thereto in Section 2.2(b).

     “Notice of Conversion/Continuation” shall have the meaning assigned thereto in Section 5.2.

     “Notice of Prepayment” shall have the meaning assigned thereto in Section 2.3(c).

     “Notice of Revolving Credit Borrowing” shall have the meaning assigned thereto in Section 2.2(a).

     “Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations, (c) all payment and other obligations owing by the Credit Parties to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement with any Lender or Affiliate of a Lender (which such Hedging Agreement is permitted hereunder), and (d) all other fees and commissions (including attorney’s fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders or the Administrative Agent, of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious,

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liquidated or unliquidated, and whether or not evidenced by any note, in each case under or in respect of this Agreement, any Note, any Letter of Credit or any of the other Loan Documents.

     “Officer’s Compliance Certificate” shall have the meaning assigned thereto in Section 8.2.

     “Operating Lease” shall mean, as to any Person, as determined in accordance with GAAP, any lease of property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

     “Other Taxes” shall have the meaning assigned thereto in Section 5.12(b).

     “Outstanding Letters of Credit” means each letter of credit described on Schedule 1.1(b) and outstanding as of the Closing Date.

     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor agency.

     “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code.

     “Permitted Investment Policy” of the Credit Parties means the investment policy of the Credit Parties as in effect on the Amendment Date which has been approved by the Board of Directors of Jones Apparel Group, as amended, restated, supplemented or otherwise modified from time to time.

     “Permitted Lines of Business” shall have the meaning assigned thereto in Section 9.9.

     “Person” means an individual, corporation, limited liability company, partnership, association, trust, business trust, joint venture, joint stock company, pool, syndicate, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity or group thereof.

     “Pounds Sterling” means, unless otherwise qualified, pounds sterling in lawful currency of the United Kingdom.

     “Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate in effect at its principal office in Charlotte, North Carolina. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

     “Prior Credit Agreement” means the Three-Year Credit Agreement dated as of June 10, 2003 among Old Jones USA, the Borrower, the Additional Obligors (other than Jones Retail), the lenders parties thereto and Wachovia Bank, National Association (as successor in interest to First Union Bank), as administrative agent.

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     “Prior Lenders” means, collectively, the lenders party to the Prior Credit Agreement.

     “Reference Group” shall mean the Lenders party to this Agreement on the Closing Date.

     “Register” shall have the meaning assigned thereto in Section 2.4(a).

     “Reimbursement Obligation” means the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

     “Rental Expense” means, for any period, total rental expense (net of sublease income) determined on a consolidated basis, without duplication, for the Credit Parties and their Subsidiaries in accordance with GAAP.

     “Required Agreement Lenders” means, at any date, any combination of Lenders whose Revolving Credit Commitment Percentage equals at least fifty-one percent (51%) of the Revolving Credit Commitment or if the Revolving Credit Commitment has been terminated, any combination of Lenders who collectively hold at least fifty-one percent (51%) of the aggregate unpaid principal amount of the Extensions of Credit.

     “Required Lenders” means, at any date, any combination of Lending Group Members whose Total Committed Percentage equals at least fifty-one percent (51%) of the Total Committed Amount.

     “Responsible Officer” means any of the following: the chairman, president, chief executive officer, chief financial officer or treasurer or vice president and corporate controller of the Borrower or Jones Apparel Group or any other officer of the Borrower or Jones Apparel Group reasonably acceptable to the Administrative Agent.

     “Revolving Credit Commitment” means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to the Borrower and to participate in Letters of Credit hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1(a) hereto as such amount may be increased, reduced or modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate Revolving Credit Commitment of all Lenders to make Revolving Credit Loans, as such amount may be increased or reduced at any time or from time to time pursuant to the terms hereof. The Revolving Credit Commitment of all Lenders on the Amendment Date shall be Seven Hundred Fifty Million Dollars ($750,000,000).

     “Revolving Credit Commitment Percentage” means, as to any Lender at any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Lender to (b) the Revolving Credit Commitment of all of the Lenders.

     “Revolving Credit Facility” means the revolving credit facility established pursuant to Article II hereof.

     “Revolving Credit Loans” means any revolving loan made to the Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

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     “Revolving Credit Notes” means the collective reference to the Revolving Credit Notes made by the Borrower under this Agreement payable to the order of any such Lender requesting such note, substantially in the form of Exhibit A hereto, evidencing the obligation owed to such Lender under the Revolving Credit Facility, and any amendments and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part; “Revolving Credit Note” means any of such Revolving Credit Notes.

     “Revolving Credit Termination Date” means the earliest of the dates referred to in Section 2.6.

     “SPC” shall have the meaning assigned thereto in Section 14.10(h).

     “Subordinated Debt” means the collective reference to Debt on Schedule 7.1(p) hereof designated as Subordinated Debt and any other Debt of the Credit Parties or any Subsidiary thereof subordinated in right and time of payment to the Obligations and otherwise permitted hereunder.

     “Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be Consolidated with those of the parent in the parent’s Consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent. Unless otherwise qualified references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower.

     “Syndication Agents” means JPMorgan Chase Bank, N.A. and Citibank, N.A., each in their capacity as syndication agent hereunder, and any successor thereto.

     “Taxes” shall have the meaning assigned thereto in Section 5.12(a).

     “Termination Event” means: (a) a “Reportable Event” described in Section 4043 of ERISA, or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer

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Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA.

     “Total Committed Amount” means (a) as to any Lending Group Member, the sum of (i) the Revolving Credit Commitment of such Lending Group Member (or, if such Revolving Credit Commitment has been terminated, the aggregate unpaid principal amount of all outstanding Extensions of Credit of such Lending Group Member) plus (ii) the Revolving Credit Commitment (as defined in the 2004 Credit Agreement) of such Lending Group Member (or, if such Revolving Credit Commitment has been terminated, the aggregate unpaid principal amount of all outstanding Extensions of Credit (as defined in the 2004 Credit Agreement) of such Lending Group Member) and (b) as to all Lenders, the aggregate Total Committed Amount of all Lending Group Members.

     “Total Committed Percentage” means, as to any Lending Group Member at any time, the ratio of (a) the amount of the Total Committed Amount of such Lending Group Member to (b) the aggregate Total Committed Amount of all Lending Group Members.

     “Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (signed February 7, 1992), as amended from time to time.

     “2004 Credit Agreement” means the Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004 by and among the Borrower, the Additional Obligors thereunder, the Administrative Agent thereunder and the financial institutions party thereto, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

     “2004 Credit Agreement Obligations” means the obligations of the Borrower and the Additional Obligors thereunder under the 2004 Credit Agreement.

     “UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended, restated or otherwise modified from time to time.

     “Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (1994 Revision), International Chamber of Commerce Publication No. 500.

     “United States” means the United States of America.

     “Wachovia” means Wachovia Bank, National Association, a national banking association, and its successors.

     “Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of capital stock or other ownership interests of such Subsidiary (other than directors’ qualifying shares) are, directly or indirectly, owned or controlled by any Credit Party and/or one or more of its Wholly-Owned Subsidiaries.

SECTION 1.2. General. Unless otherwise specified, a reference in this Agreement to a particular section, subsection, Schedule or Exhibit is a reference to that section, subsection, Schedule or Exhibit of this Agreement. Terms defined in this Agreement and the 2004 Credit Agreement shall be construed consistently and no term defined herein shall be limited or restricted by any similar definition in the 2004 Credit Agreement nor shall any such term herein limit or restrict

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any similar definition in the 2004 Credit Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter. Any reference herein to “Charlotte time” shall refer to the applicable time of day in Charlotte, North Carolina.

SECTION 1.3. Other Definitions and Provisions. (a) Use of Capitalized Terms. Unless otherwise defined therein, all capitalized terms defined in this Agreement shall have the defined meanings when used in this Agreement and the other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement.

          (b) Miscellaneous. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (c) Any reference or usage of the word “amount” herein as it pertains to any Obligation denominated in an Alternative Currency shall be deemed to be a reference or usage of the term “Dollar Amount.”

ARTICLE II REVOLVING CREDIT FACILITY

SECTION 2.1. Revolving Credit Loans. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time from the Closing Date through the Revolving Credit Termination Date as requested by the Borrower in accordance with the terms of Section 2.2; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed the Revolving Credit Commitment less all outstanding L/C Obligations and (b) the principal amount of outstanding Revolving Credit Loans from any Lender to the Borrower shall not at any time exceed such Lender’s Revolving Credit Commitment less such Lender’s participations in outstanding L/C Obligations. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Termination Date.

SECTION 2.2. Procedure for Advances of Revolving Credit Loans. (a) Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached hereto as Exhibit B (a “Notice of Revolving Credit Borrowing”) not later than 11:00 a.m. (Charlotte time) (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be in an amount equal to the unused amount of the Revolving Credit Commitment, or if less, (x) with respect to Base Rate Loans in an aggregate principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof and (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether such Revolving Credit Loan is to be a LIBOR Rate Loan or Base Rate Loan, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. Notices received after 11:00 a.m. (Charlotte time) shall be deemed received on the next Business Day.

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The Administrative Agent shall promptly notify the Lenders of each Notice of Revolving Credit Borrowing.

          (b) Disbursement of Revolving Credit Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice of account designation, substantially in the form of Exhibit C hereto (a “Notice of Account Designation”), delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section 2.2 for which any Lender is responsible to the extent that such Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Revolving Credit Loan.

SECTION 2.3. Repayment of Revolving Credit Loans. (a) Repayment on Termination Date. The Borrower shall repay the outstanding principal amount of all Revolving Credit Loans in full on the Revolving Credit Termination Date, with all accrued but unpaid interest thereon.

          (b) Mandatory Repayment of Excess Extensions of Credit. (i) If at any time the outstanding principal amount of all Revolving Credit Loans plus the Dollar Amount of all outstanding L/C Obligations exceeds the Revolving Credit Commitment, the Borrower shall repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Revolving Credit Loans and/or furnish cash collateral reasonably satisfactory to the Administrative Agent or repay the L/C Obligations in an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 12.2(b).

          (ii) Excess Alternative Currency Letters of Credit. If the Administrative Agent shall determine that the outstanding principal Dollar Amount of all outstanding Letters of Credit denominated in an Alternative Currency exceeds one hundred and five percent (105%) of the lesser of (A) the L/C Commitment less the sum of the outstanding principal amount of all L/C Obligations denominated in Dollars and (B) the Alternative Currency L/C Commitment, in each case as of the last Business Day of any calendar month during the term hereof, then not later than three (3) Business Days after notice of the amount of such excess from the Administrative Agent to the Borrower, the Borrower shall deposit an amount in Dollars equal to such excess with the Administrative Agent to be held as cash collateral in accordance with Section 12.2(b).

          (c) Optional Repayments. The Borrower may at any time and from time to time repay the Revolving Credit Loans, in whole or in part, upon at least three (3) Business Days’ irrevocable notice to the Administrative Agent with respect to LIBOR Rate Loans and one (1) Business Day’s irrevocable notice with respect to Base Rate Loans, in the form attached hereto as Exhibit D (a “Notice of Prepayment”) specifying the date and amount of repayment and whether the repayment is of LIBOR Rate Loans, Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial repayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $250,000 in

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excess thereof with respect to Base Rate Loans and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans.

          (d) Limitation on Repayment of LIBOR Rate Loans. The Borrower may not repay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such repayment is accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

SECTION 2.4. Evidence of Debt. (a) The Administrative Agent shall maintain a register and a subaccount therein for each Lender (the “Register”), in which shall be recorded (i) the amount of each Revolving Credit Loan made hereunder, including each Revolving Credit Loan evidenced by a Revolving Credit Note, and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

          (b) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.4(a) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded, absent manifest error; provided, however, that the failure of the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to the Borrower in accordance with the terms of this Agreement.

          (c) The Borrower hereby agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Revolving Credit Note of such Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A.

SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment (a) Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $5,000,000 or any whole multiple of $1,000,000 in excess thereof.

          (b) Each permanent reduction of the Revolving Credit Commitment made pursuant to this Section 2.5 shall be accompanied, if necessary, by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced and if the Revolving Credit Commitment as so reduced is less than the aggregate amount of all outstanding Letters of Credit, the Borrower shall be required to deposit in a cash collateral account opened by the Administrative Agent an amount equal to the amount by which the aggregate then undrawn and unexpired amount of such Letters of Credit exceeds the Revolving Credit Commitment as so reduced. Any reduction of the Revolving Credit Commitment to zero (including upon termination of the Revolving Credit Facility on the Revolving Credit Termination Date) shall be accompanied by payment of all outstanding Revolving Credit Loans (and furnishing of cash collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Revolving Credit Facility. Such cash collateral shall be applied in accordance with Section 12.2(b). If the reduction of the Revolving

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Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

SECTION 2.6. Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the earliest of (a) May 16, 2010, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a).

SECTION 2.7. Increase in the Aggregate Revolving Credit Commitments.

          (a) The Borrower may, at any time but in any event not more than once in any calendar year prior to the Revolving Credit Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Revolving Credit Commitments be increased by an amount of $25,000,000 or an integral multiple thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Revolving Credit Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed $850,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, (x) the representations and warranties in Section 7.1 shall be true and correct and (y) no Default shall have occurred and be continuing.

          (b) The Administrative Agent shall promptly notify the Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent.

          (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more.

          (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.7(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated

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to such Lender pursuant to the last sentence of Section 2.7(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:

     (i) (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase, (B) a consent from each Additional Obligor approving such Commitment Increase and (C) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent;

     (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and

     (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.7(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (Charlotte time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

          (e) On the Increase Date, if any Revolving Credit Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 2.3) prepay Revolving Credit Loans of all or certain of the Lenders such that, after giving effect thereto, the Revolving Credit Loans (including, without limitation, the Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Revolving Credit Commitments. On and after each Increase Date, the Revolving Credit Commitment Percentage of each Lender’s participation in Letters of Credit and Revolving Credit Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase.

ARTICLE III LETTER OF CREDIT FACILITY

SECTION 3.1. L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue trade and standby letters of credit (“Letters of Credit”) for the account of the Borrower and its specified Subsidiaries on any Business Day from the Closing Date to but not including the Revolving Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided, however, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the L/C Obligations on account of Letters of Credit denominated in an Alternative Currency would exceed the Alternative Currency L/C Commitment or (c) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars or an Alternative Currency, if such Letter of Credit is a trade Letter of

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Credit, (ii) be a trade or standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than ten Business Days prior to the Revolving Credit Termination Date, and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Outstanding Letter of Credit shall be deemed to have been issued under this Agreement.

SECTION 3.2. Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender at any Issuing Lender’s office at any address mutually acceptable to the Borrower and such Issuing Lender an Application therefor, including, if applicable, the office of such Issuing Lender’s Correspondent, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any Application, such Issuing Lender shall process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article VI hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. Within fifteen (15) Business Days after the end of each month, the Administrative Agent shall report to each Lender the average daily outstandings for each day in such month for all Letters of Credit during the previous month.

SECTION 3.3. Fees and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the “L/C Fee”) (i) with respect to each trade Letter of Credit, in an amount equal to the Applicable Margin for trade Letters of Credit times the average daily undrawn amount of such issued Letter of Credit as reported by the Administrative Agent pursuant to Section 3.2 and (ii) with respect to each standby Letter of Credit, in an amount equal to the Applicable Margin for standby Letters of Credit times the face amount of such Letter of Credit. Such fee shall be payable quarterly in arrears (x) for trade Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date and (y) for standby Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date.

          (b) In addition to the foregoing commission, the Borrower shall pay the Issuing Lenders an issuance fee of one tenth percent (1/10%) per annum on the face amount of each standby Letter of Credit, payable quarterly in arrears within fifteen (15) Business Days after the end of each calendar quarter of each calendar quarter and on the Revolving Credit Termination Date.

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          (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants all fees received by the Administrative Agent in accordance with their respective Revolving Credit Commitment Percentages.

SECTION 3.4. L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Amount of such draft, or any part thereof, which is not so reimbursed, such payment to be made by the making of a Base Rate Loan in Dollars pursuant to Section 3.5(c) below.

          (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

          (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section 3.4, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, or any payment of interest on account thereof), such Issuing Lender will distribute to such L/C Participant its pro rata share thereof in accordance with such L/C Participant’s Revolving Credit Commitment Percentage; provided, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

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SECTION 3.5. Reimbursement. (a) Reimbursement by the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date the Administrative Agent notifies the Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender in connection with such payment (other than those payable pursuant to Section 3.5(b) below). Each such payment shall be made to any Issuing Lender at its address for notices specified herein (i) in Dollars if such Letter of Credit was denominated in Dollars or (ii) in Dollars or the applicable Alternative Currency, at the option of the Borrower, if such Letter of Credit was denominated in an Alternative Currency, and in each case, in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Article III from the day immediately following the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue.

          (b) Exchange Indemnification and Increased Costs. The Borrower shall, upon demand from any Issuing Lender or L/C Participant, pay to such Issuing Lender or L/C Participant, the amount of (i) any loss or cost or increased cost incurred by such Issuing Lender or L/C Participant, (ii) any reduction in any amount payable to or in the effective return on the capital to such Issuing Lender or L/C Participant, (iii) any currency exchange loss, in each case with respect to clauses (i), (ii) and (iii), that such Issuing Lender or L/C Participant sustains as a result of the Borrower’s repayment in Dollars of any Letter of Credit denominated in an Alternative Currency or (iv) any interest or any other return, including principal, foregone by such Issuing Lender as a result of the introduction of, change over to or operation of the euro in any member state participating in the euro. A certificate of such Issuing Lender setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Issuing Lender shall be conclusively presumed to be correct save for manifest error.

          (c) Reimbursement by the Lenders. If the Borrower fails to timely reimburse such Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount in Dollars equal to the Dollar Amount (as of the date of funding of such Base Rate Loan by each Lender) of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would violate the automatic stay under federal bankruptcy laws.

SECTION 3.6. Obligations Absolute. The Borrower’s obligations under this Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against any Issuing Lender or any beneficiary of a Letter of Credit. The Borrower also agrees with each Issuing Lender that no Issuing Lender shall be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of

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Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct. The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, shall be binding on the Borrower and shall not result in any liability of any Issuing Lender to the Borrower. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

SECTION 3.7 Effect of Application. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.

ARTICLE IV [RESERVED]

ARTICLE V GENERAL LOAN PROVISIONS

SECTION 5.1. Interest. (a) Interest Rate Options. Subject to the provisions of this Section 5.1, at the election of the Borrower, the aggregate principal balance of any Revolving Credit Loans shall bear interest at (i) the Base Rate plus the Applicable Margin or (ii) the LIBOR Rate plus the Applicable Margin; provided that LIBOR Rate Loans shall not be available until three (3) Business Days after the Closing Date unless the Borrower executes and delivers an indemnity in favor of the Administrative Agent and the Lenders in form and substance satisfactory to them. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2. Each Revolving Credit Loan or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan”, and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan.” Any Revolving Credit Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan.

          (b) Interest Periods. In connection with each LIBOR Rate Loan, the Borrower, by giving notice at the times described in Section 5.1(a), shall elect an interest period (each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall be a period of one (1), two (2), three (3), or six (6) months (or nine (9) or twelve (12) months or any other period if available from all Lenders) with respect to each LIBOR Rate; provided that:

     (i) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

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     (ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

     (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

     (iv) no Interest Period shall extend beyond the Revolving Credit Termination Date; and

     (v) there shall be no more than six (6) Interest Periods for Revolving Credit Loans in effect at any time.

          (c) Default Rate. Subject to Section 12.3, at the discretion of the Administrative Agent and Required Lenders, upon the occurrence and during the continuance of an Event of Default, (i) the Borrower shall no longer have the option to request LIBOR Rate Loans, (ii) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum two percent (2%) in excess of the rate then applicable to LIBOR Rate Loans, as applicable, until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans, and (iii) all outstanding Base Rate Loans shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans. Interest shall continue to accrue on the amount of Revolving Credit Loans outstanding after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

          (d) Interest Payment and Computation. Interest on each Base Rate Loan shall be payable in arrears on the last Business Day of each calendar quarter commencing June 30, 2005; and interest on each LIBOR Rate Loan shall be payable on the last day of each Interest Period applicable thereto, and if such Interest Period exceeds three (3) months, at the end of each three (3) month interval during such Interest Period. Interest on LIBOR Rate Loans and all fees payable hereunder shall be computed on the basis of a 360-day year and assessed for the actual number of days elapsed and interest on Base Rate Loans shall be computed on the basis of a 365/66-day year and assessed for the actual number of days elapsed.

          (e) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under any of the Loan Documents charged or collected pursuant to the terms of this Agreement or pursuant to any other Loan Document exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by Lenders in excess of the maximum lawful rate or (ii) shall apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

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SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans. Provided that no Event of Default has occurred and is then continuing, the Borrower shall have the option (a) to convert all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b), (i) to convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a whole multiple of $250,000 in excess thereof into Base Rate Loans or (ii) to continue such LIBOR Rate Loans as LIBOR Rate Loans for an additional Interest Period; provided that if any conversion or continuation is made prior to the expiration of any Interest Period, the Borrower shall pay any amount required to be paid pursuant to Section 5.10 hereof. Whenever the Borrower desires to convert or continue Revolving Credit Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Revolving Credit Loan is to be effective (except in the case of a conversion of a LIBOR Rate Loan to a Base Rate Loan in which case same day notice by the Borrower shall be sufficient) specifying (A) the Revolving Credit Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Revolving Credit Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

SECTION 5.3. Fees. (a) Commitment Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Margin on the unused amount of the Revolving Credit Commitment. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter for the period commencing on the Amendment Date and ending on the Revolving Credit Termination Date. The Commitment Fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders’ respective Revolving Credit Commitment Percentages.

          (b) Administrative Agent’s and Other Fees. In order to compensate the Administrative Agent for its obligations hereunder, the Borrower agrees to pay to the Administrative Agent, for its account, the fees set forth in the separate fee letter agreement executed by the Borrower and the Administrative Agent dated April 26, 2005.

SECTION 5.4. Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any other Loan Document shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for

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notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the L/C Participants’ commissions shall be made in like manner, but for the account of the L/C Participants. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii), if any payment under this Agreement or any other Loan Document shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

SECTION 5.5. Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent’s fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

SECTION 5.6. Adjustments. If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Extensions of Credit Obligations, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Extensions of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent. The obligations of the Lenders under this Agreement to make the Revolving Credit Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the amount to be borrowed on such date (which notice

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shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the proposed borrowing date in accordance with Sections 2.2(b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times (b) the daily average Federal Funds Rate during such period as determined by the Administrative Agent, times (c) a fraction the numerator of which is the number of days that elapse from and including such borrowing date to the date on which such amount not made available by such Lender in accordance with the terms hereof shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent with respect to any amounts owing under this Section 5.7 shall be conclusive, absent manifest error. If such Lender’s Revolving Credit Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the Administrative Agent with interest thereon at the rate per annum applicable to such borrowing, on demand, from the Borrower. The failure of any Lender to make available its Revolving Credit Commitment Percentage of any Revolving Credit Loan requested by the Borrower shall not relieve it or any other Lender of its obligation hereunder to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date.

SECTION 5.8. Joint and Several Liability of the Credit Parties. (a) Each of the Credit Parties is jointly and severally liable not merely as a surety but as a co-debtor for each and every Obligation. Each of the Credit Parties is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly or indirectly, of each of the Credit Parties and in consideration of the undertakings of each of the Credit Parties to accept joint and several liability for the Obligations.

          (b) Except as otherwise expressly provided herein, each Credit Party hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all advances of the Revolving Credit Loans and Letters of Credit made under this Agreement and the other Loan Documents, notice of occurrence of any Default or Event of Default, or of any demand for any payment under this Agreement and notice of any action at any time taken or omitted by the Administrative Agent or any Lender under or in respect of any of the Obligations hereunder. Each Credit Party hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of any of the Credit Parties and any other entity or person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Each Credit Party hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any default by any Credit Party in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by the Administrative Agent or any Lender in respect of any of the Obligations, and the taking, addition,

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substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Credit Party or any other entity or person primarily or secondarily liable for any Obligation. If for any reason any of the Credit Parties has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from any of the Credit Parties by reason of such Credit Party’s insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents shall nevertheless be binding on each of the other Credit Parties to the same extent as if such Credit Party at all times had been the sole obligor on such Obligations. The Obligations of each Credit Party under this Section 5.8 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Credit Party, the Administrative Agent or any Lender.

          (c) If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any of the Credit Parties, or otherwise, the provisions of this Section 5.8 will forthwith be reinstated in effect as though such payment had not been made.

          (d) Until the payment and performance in full of all the Obligations, none of the Credit Parties shall exercise and each hereby waives any rights against the other Credit Parties as a result of payment by such Credit Party hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and none of the Credit Parties will prove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; none of the Credit Parties will claim any set-off, recoupment or counterclaim against any of the other Credit Parties in respect of any liability of one Credit Party to another Credit Party. Each of the Credit Parties hereby agrees that the payment of any amounts due with respect to any indebtedness owing by any of the Credit Party to any other Credit Party is hereby subordinated to the prior payment in full in cash of the Obligations. Each Credit Party agrees that, after the occurrence and during the continuance of any Default or Event of Default hereunder, none of the Credit Parties will demand, sue for or otherwise attempt to collect any indebtedness of any other Credit Party to such Credit Party until all of the Obligations of the Credit Parties hereunder shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Credit Party shall collect, enforce or receive any amounts in respect of such indebtedness in violation of the foregoing sentence while any Obligations of the Credit Parties are still outstanding, such amounts shall be collected, enforced and received by such Credit Party as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of such Credit Party under the other provisions hereof.

SECTION 5.9. Changed Circumstances. (a) Circumstances Affecting LIBOR Rate Availability. If with respect to any Interest Period: (i) the Administrative Agent or any Lender (after consultation with Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in the applicable currency, in the applicable amounts are not being quoted via British Bankers’ Association Interest Settlement Rates (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits of the applicable currency in the London interbank market) or offered to the Administrative Agent or such Lender for such Interest Period; or (ii) the Required Lenders reasonably determine (which determination shall be

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conclusive) and notify the Administrative Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Required Lenders of funding LIBOR Rate Loans for such Interest Period; then the Administrative Agent shall forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Revolving Credit Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan as of the last day of such Interest Period.

          (b) Laws Affecting LIBOR Rate Availability. If, after the Closing Date, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the Closing Date of any such Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto , the applicable Loan shall immediately be converted to a Base Rate Loan or a Loan that bears interest at the Base Rate for the remainder of such Interest Period.

          (c) Increased Costs. If, after the Closing Date, the introduction of, or any change in, any Applicable Law, or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the Closing Date of such Authority, central bank or comparable agency:

     (i) shall subject any of the Lenders (or any of their respective Lending Offices) to any tax, duty or other charge with respect to any Revolving Credit Loan, Letter of Credit or Application or shall change the basis of taxation of payments to any of the Lenders (or any of their respective Lending Offices) of the principal of or interest on any Revolving Credit Loan, Letter of Credit or Application or any other amounts due under this Agreement in respect thereof (except for changes in the rate of tax on the overall net income of any of the Lenders or any of their respective Lending Offices imposed by the jurisdiction in which such Lender is organized or is or should be qualified to do business or such Lending Office is located); or

     (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance or capital or similar requirement against assets of, deposits with

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or for the account of, or credit extended by any of the Lenders (or any of their respective Lending Offices) or shall impose on any of the Lenders (or any of their respective Lending Offices) or the foreign exchange and interbank markets any other condition affecting any Revolving Credit Loan; and the result of any of the foregoing is to increase the costs to any of the Lenders of maintaining any LIBOR Rate Loan or issuing or participating in Letters of Credit or to reduce the yield or amount of any sum received or receivable by any of the Lenders under this Agreement or under any other Loan Document in respect of a LIBOR Rate Loan or Letter of Credit or Application, then such Lender may promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Borrower of such fact and demand compensation therefor and, within fifteen (15) days after such notice by the Administrative Agent, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or Lenders for such increased cost or reduction. The Administrative Agent and the applicable Lender will promptly notify the Borrower of any event of which it has knowledge which will entitle such Lender to compensation pursuant to this Section 5.9(c); provided, that the Administrative Agent shall incur no liability whatsoever to the Lenders or the Borrower in the event it fails to do so. The amount of such compensation shall be determined, in the applicable Lender’s reasonable discretion, based upon the assumption that such Lender funded its Revolving Credit Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

     (d) Mitigation Obligations; Replacement of Lenders.

          (i) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to this Section 5.9 or Section 5.12, as the case may be, in the future and (B) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

          (ii) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.10), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative

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Agent (and, if a participation in a Letter of Credit is being assigned, the Issuing Lender that issued such Letter of Credit), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (C) in the case of any such assignment resulting from a claim for compensation under this Section 5.9, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 5.10. Indemnity. The Borrower hereby indemnifies each of the Lenders against any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow on a date specified therefor in a Notice of Revolving Credit Borrowing or Notice of Continuation/Conversion or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last day of the Interest Period therefor. The amount of such loss, cost or expense to any Lender shall be deemed to equal an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid, were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the London interbank market; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.11. Capital Requirements. If either (a) the introduction of, or any change in, or in the interpretation of, any Applicable Law or (b) compliance with any guideline or request issued after the Closing Date from any central bank or comparable agency or other Governmental Authority (whether or not having the force of law), has or would have the effect of reducing the rate of return on the capital of, or has affected or would affect the amount of capital required to be maintained by, any Lender or any corporation controlling such Lender as a consequence of, or with reference to any Lender’s Revolving Credit Commitment and other commitments of this type, below the rate which the Lender or such other corporation could have achieved but for such introduction, change or compliance, then within five (5) Business Days after written demand by any such Lender, the Borrower shall pay to such Lender from time to time as specified by such Lender additional amounts sufficient to compensate such Lender or other corporation for such reduction; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such lender has actual knowledge of the event resulting in such

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increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.12. Taxes. (a) Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Notes or Letters of Credit) and (ii) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or Letter of Credit to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

          (b) Stamp and Other Taxes. In addition, the Borrower shall pay any present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans, the Letters of Credit, the other Loan Documents (hereinafter referred to as “Other Taxes”).

          (c) Indemnity. The Borrower shall indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 5.12) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate as to the amount of such payment or liability prepared by a Lender or the Administrative Agent, absent manifest error, shall be conclusive, provided that if the Borrower reasonably believes that such Taxes or Other Taxes were not correctly or legally asserted, such

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Lender or the Administrative Agent (as the case may be) shall use reasonable efforts to cooperate with the Borrower, at the Borrower’s expense, to obtain a refund of such Taxes or Other Taxes. Such indemnification shall be made within thirty (30) days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. If a Lender or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it promptly shall notify the Borrower of the availability of such refund and shall, within sixty (60) days after receipt of a request by the Borrower pursue or timely claim such refund at the Borrower’s expense. If any Lender or the Administrative Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender or the Administrative Agent has received payment from the Borrower hereunder, it promptly shall repay such refund (plus interest received, if any) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.12 with respect to Taxes or Other Taxes giving rise to such refund), provided that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus any penalties, interest or other charges required to be paid) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund to the relevant taxing authority.

          (d) Evidence of Payment. Within thirty (30) days after the date of any payment of Taxes or Other Taxes, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 14.1, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment satisfactory to the Administrative Agent.

          (e) Delivery of Tax Forms. Each Foreign Lender shall deliver to the Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assumption Agreement or Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms), properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each Foreign Lender further agrees to deliver to the Borrower, with a copy to the Administrative Agent, a Form W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax.

          (f) Survival. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 5.12 shall survive the payment in full of the Obligations and the termination of the Revolving Credit Commitment.

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ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING

SECTION 6.1. Closing. The closing shall take place at the offices of Shearman & Sterling LLP at 10:00 a.m. on May 16, 2005 or at such other location, on such other date and at such other time as the parties hereto shall mutually agree.

SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit. The obligation of the Lenders to close this Agreement and to make the initial Revolving Credit Loans or issue the initial Letters of Credit is subject to the satisfaction or waiver of each of the following conditions:

     (a) Executed Loan Documents. This Agreement and the Revolving Credit Notes (to the extent requested as provided herein) shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Administrative Agent.

          (b) Closing Certificates; Etc.

     (i) Officers’ Certificate of the Borrower. The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the closing conditions has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

     (ii) General Certificate of each Credit Party. The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing, in the case of the Borrower, the borrowings contemplated hereunder and, in the case of each Credit Party, the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.

     (iii) Opinions of Counsel. The Administrative Agent shall have received favorable opinions of Ira M. Dansky, General Counsel to the Borrower, Cravath, Swaine & Moore LLP, special counsel to the Borrower, Schnader Harrison Segal & Lewis LLP, Pennsylvania counsel to the Borrower, and Drinker Biddle & Reath LLP, New Jersey counsel to the Borrower, each addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Lenders shall reasonably request.

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     (c) Consents; Defaults.

     (i) Governmental and Third Party Approvals. The Borrower shall have obtained all material approvals, authorizations and consents of any Person and of all Governmental Authorities and courts having jurisdiction with respect to the transactions contemplated by this Agreement and the other Loan Documents.

     (ii) No Event of Default. No Default or Event of Default shall have occurred and be continuing.

     (d) Financial Matters.

     (i) Financial Statements. The Administrative Agent shall have received the audited Consolidated financial statements of Jones Apparel Group and its Subsidiaries for the Fiscal Year ended on December 31, 2004 and the unaudited financial statements of Jones Apparel Group and its Subsidiaries for the fiscal quarter ended on April 2, 2005.

     (ii) Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified by a Responsible Officer, that the financial projections previously delivered to the Administrative Agent were prepared in good faith based upon assumptions believed to be reasonable at the time.

     (iii) Payment at Closing; Fee Letters. The Borrower shall have paid the fees set forth or referenced in Section 5.3(c) and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, reasonable legal fees and expenses) to the Administrative Agent and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents. The Administrative Agent shall have received duly authorized and executed copies of the fee letter agreement referred to in Section 5.3(c).

     (e) Miscellaneous.

     (i) Notice of Revolving Credit Borrowing. The Administrative Agent shall have received a Notice of Revolving Credit Borrowing from the Borrower in accordance with Section 2.2(a), and a Notice of Account Designation specifying the account or accounts to which the proceeds of any Revolving Credit Loans made after the Closing Date are to be disbursed.

     (ii) Proceedings and Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Lenders.

     (iii) Investment Policy. The Borrower shall have delivered to the Administrative Agent a true and complete copy of the investment policy referenced in Section 11.4(b) in form and content reasonably acceptable to the Administrative Agent.

     (f) Refinancing. On the Closing Date hereunder, (i) all outstanding loans under the Prior Credit Agreement (“Existing Loans”) shall be replaced by Revolving

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Credit Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Closing Date, reflect the Revolving Credit Commitment of the Lenders hereunder, (ii) all outstanding letters of credit issued pursuant to the Prior Credit Agreement shall be deemed Letters of Credit hereunder and each Lender shall purchase a participation therein pursuant to Section 3.4 in accordance with its Revolving Credit Commitment Percentage, (iii) there shall have been paid in cash in full all accrued but unpaid interest due on the Existing Loans up to but excluding the Closing Date, (iv) there shall have been paid in cash in full all accrued but unpaid fees due under the Prior Credit Agreement up to but excluding the Closing Date and all other amounts, costs and expenses then owing to any of the Prior Lenders and/or any Agent, as agent under the Prior Credit Agreement, in each case to the satisfaction of such Agent or Prior Lender, as the case may be, regardless of whether or not such amounts would otherwise be due and payable at such time pursuant to the terms of the Prior Credit Agreement, (v) all outstanding promissory notes issued by the Borrower to the Prior Lenders under the Prior Credit Agreement shall be deemed canceled and the originally executed copies thereof shall be canceled and promptly returned to the Administrative Agent who shall promptly forward such notes to the Borrower and (vi) the commitments and, except as expressly set forth in the Prior Credit Agreement, other obligations and rights of the Borrower and the Prior Lenders shall be terminated without any further action hereunder or thereunder.

SECTION 6.3. Conditions to Extensions of Credit. The obligations of the Lenders to make any Extensions of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing or issue date, as applicable:

     (a) Continuation of Representations and Warranties. The representations and warranties contained in Article VII shall be true and correct on and as of such borrowing or issuance date with the same effect as if made on and as of such date; except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

     (b) No Existing Default. No Default or Event of Default shall have occurred and be continuing hereunder (i) on the borrowing date with respect to such Revolving Credit Loan or after giving effect to the Revolving Credit Loans to be made on such date or (ii) on the issue, extension or renewal date with respect to such Letter of Credit or after giving effect to such Letter of Credit on such date.

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

SECTION 7.1. Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and Lenders that:

     (a) Organization; Power; Qualification. Each of the Credit Parties and their Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such

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qualification and authorization, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (b) Ownership. Each Subsidiary of each of the Credit Parties as of the Amendment Date is listed on Schedule 7.1(b). As of the Amendment Date, the capitalization of the Credit Parties and their Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 7.1(b). As of the Amendment Date, all outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The shareholders of the Subsidiaries of the Credit Parties and the number of shares owned by each as of the Amendment Date are described on Schedule 7.1(b). As of the Amendment Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of capital stock of the Credit Parties or their Subsidiaries, except as described on Schedule 7.1(b).

     (c) Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their respective terms. Each of the Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

     (d) Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by the Credit Parties and their Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the borrowings hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any of the Credit Parties or any of their Subsidiaries to obtain any Governmental Approval not otherwise already obtained or violate any Applicable Law relating to the Credit Parties or any of their Subsidiaries, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Credit Parties or any of their Subsidiaries or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person except as could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any material Lien upon or with respect to any property now owned or hereafter acquired by such Person.

     (e) Compliance with Law; Governmental Approvals. Other than with respect to environmental matters, which are treated exclusively in Section 7.1(h) hereof, each of the Credit Parties and their Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, and (ii) is in

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compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties; in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (f) Tax Returns and Payments. Each of the Credit Parties and their Subsidiaries has timely filed or caused to be timely filed all federal and state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except (a) taxes that are being contested in good faith by appropriate proceedings and for which such Credit Party or Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. No Governmental Authority has asserted any material Lien or other claim against the Credit Parties or any Subsidiary thereof with respect to unpaid taxes (except for taxes not yet due) which has not been discharged or resolved.

     (g) Intellectual Property Matters. Each of the Credit Parties and its Subsidiaries owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. No event has occurred which, to the knowledge of the Credit Parties, permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and, to the knowledge of the Credit Parties, neither the Credit Parties nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except as could not reasonably be expected to have a Material Adverse Effect.

     (h) Environmental Matters. Except as could not reasonably be expected to have a Material Adverse Effect:

     (i) The properties of the Credit Parties and their Subsidiaries do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could give rise to liability under applicable Environmental Laws;

     (ii) The properties of the Credit Parties and their Subsidiaries and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or about such properties or such operations in amounts or concentrations which could reasonably be expected to interfere with the continued operation of such properties;

     (iii) Neither any of the Credit Parties nor any Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, nor does any of the Credit Parties or any Subsidiary thereof

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have knowledge or reason to believe that any such notice will be received or is being threatened;

     (iv) To the knowledge of the Credit Parties, Hazardous Materials have not been transported or disposed of from the properties of the Credit Parties or any of their Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, Environmental Laws, nor, to the knowledge of the Credit Parties, have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner which could reasonably be expected to give rise to liability under, any Environmental Laws;

     (v) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Credit Parties, threatened, under any Environmental Law to which any of the Credit Parties or any Subsidiary thereof will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the properties or operations of the Credit Parties and their Subsidiaries; and

     (vi) To the knowledge of the Credit Parties, there has been no release, or to the best of the Credit Parties’ knowledge, the threat of release, of Hazardous Materials at or from the properties of the Credit Parties or any of their Subsidiaries, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

     (i) ERISA.

     (i) Each of the Credit Parties and each ERISA Affiliate is in compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except where any such non-compliance could not reasonably be expected to have a Material Adverse Effect. Except for any failure that would not reasonably be expected to have a Material Adverse Effect, each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability that could reasonably be expected to result in a Material Adverse Effect has been incurred by the Credit Parties or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;

     (ii) No accumulated funding deficiency (as defined in Section 412 of the Code) has been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan;

     (iii) Neither the Credit Parties nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D)

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failed to make a required installment or other required payment under Section 412 of the Code except where any of the foregoing individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect;

     (iv) No Termination Event that could reasonably be expected to result in a Material Adverse Effect has occurred or is reasonably expected to occur; and

     (v) No proceeding, claim, lawsuit and/or investigation is existing or, to the knowledge of the Credit Parties, threatened concerning or involving any Employee Benefit Plan that could reasonably be expected to result in a Material Adverse Effect.

     (j) Margin Stock. Neither the Credit Parties nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock, unless the Credit Parties shall have given the Administrative Agent and Lenders prior notice of such event and such other information as is reasonably necessary to permit the Administrative Agent and Lenders to comply, in a timely fashion, with all reporting obligations required by Applicable Law, or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

     (k) Government Regulation. Neither the Credit Parties nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940, as amended).

     (l) Burdensome Provisions. Neither the Credit Parties nor any Subsidiary thereof is a party to any indenture, agreement, lease or other instrument, or subject to any corporate or partnership restriction, Governmental Approval or Applicable Law which is so unusual or burdensome as in the foreseeable future could be reasonably expected to have a Material Adverse Effect. The Credit Parties and their Subsidiaries do not presently anticipate that future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect.

     (m) Financial Statements. The (i) Consolidated balance sheets of Jones Apparel Group and its Subsidiaries as of December 31, 2007, and the related statements of income, stockholders’ equity and cash flows for the Fiscal Years then ended and (ii) unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of April 5, 2008, and related unaudited interim statements of income, stockholders’ equity and cash flows, copies of which have been furnished to the Administrative Agent and each Lender, are complete in all material respects and fairly present in all material respects the assets, liabilities and financial position of Jones Apparel Group and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended, subject to normal year end adjustments. All such financial statements, including the related notes thereto, have been prepared in accordance with GAAP.

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     (n) No Material Adverse Change. Since December 31, 2007, there has been no Material Adverse Effect.

     (o) Liens. None of the properties and assets of the Credit Parties or any Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to Section 11.3.

     (p) Debt and Guaranty Obligations. Schedule 7.1(p) is a complete and correct listing of all Debt and Guaranty Obligations of the Credit Parties and their Subsidiaries as of the Amendment Date in excess of $5,000,000.

     (q) Litigation. Except for matters existing on the Amendment Date and set forth on Schedule 7.1(q), there are no actions, suits or proceedings pending nor, to the knowledge of the Credit Parties, threatened against or affecting the Credit Parties or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority, which could reasonably be expected to have a Material Adverse Effect or which relate to the enforceability of any Loan Documents.

     (r) Absence of Defaults. To the knowledge of the Credit Parties, no event has occurred and is continuing which constitutes a Default or an Event of Default.

     (s) Accuracy and Completeness of Information. The Credit Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which they or any of their Subsidiaries are subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The written information, taken as a whole, furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 7.2. Survival of Representations and Warranties, Etc. All representations and warranties set forth in this Article VII and all representations and warranties contained in any certificate delivered in connection with this Agreement, or any of the Loan Documents (including but not limited to any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date, shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VIII FINANCIAL INFORMATION AND NOTICES

          Until all the Obligations (other than Obligations under Hedging Agreements) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will furnish or cause to be furnished to the Administrative Agent (which the

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Administrative Agent will promptly furnish to the Lenders at their respective addresses as set forth on Schedule 1.1(a), or such other office as may be designated to the Administrative Agent from time to time):

SECTION 8.1. Financial Statements and Projections. (a) Quarterly Financial Statements. As soon as practicable and in any event within forty-five (45) days after the end of the first three fiscal quarters of each Fiscal Year, an unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the preceding Fiscal Year and prepared by Jones Apparel Group in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a Responsible Officer to present fairly in all material respects the financial condition of Jones Apparel Group and its Subsidiaries as of their respective dates and the results of operations of Jones Apparel Group and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments.

          (b) Annual Financial Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, an audited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by a nationally recognized independent certified public accounting firm in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by Jones Apparel Group or any of its Subsidiaries or with respect to accounting principles followed by Jones Apparel Group or any of its Subsidiaries not in accordance with GAAP.

SECTION 8.2. Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Section 8.1(a) or (b) a certificate of a Responsible Officer in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

SECTION 8.3. Accountants’ Certificate. At each time financial statements are delivered pursuant to Section 8.1(b), a certificate of the independent public accountants certifying such financial statements addressed to the Administrative Agent for the benefit of the Lenders:

     (a) stating that in making the examination necessary for the certification of such financial statements, they obtained no knowledge of any Default or Event of Default or, if such is not the case, specifying such Default or Event of Default and its nature and period of existence; and

     (b) including the calculations prepared by such accountants required to establish whether or not the Credit Parties and their Subsidiaries are in compliance with the financial covenants set forth in Article X hereof as at the end of each respective period.

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SECTION 8.4. Other Reports. (a) Promptly but in any event within ten (10) Business Days after the filing thereof, a copy of (i) each report or other filing made by the Credit Parties or any or their Subsidiaries with the Securities and Exchange Commission and required by the Securities and Exchange Commission to be delivered to the shareholders of the Credit Parties or any or their Subsidiaries, (ii) each report made by the Credit Parties or any of their Subsidiaries to the Securities and Exchange Commission on Form 8-K and (iii) each final registration statement of the Credit Parties or any of their Subsidiaries filed with the Securities and Exchange Commission, except in connection with pension plans and other employee benefit plans; and

          (b) Such other information regarding the operations, business affairs and financial condition of the Credit Parties or any of their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

SECTION 8.5. Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after a principal officer of the Credit Parties obtains knowledge thereof) telephonic (confirmed in writing) or written notice of:

     (a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Credit Parties or any Subsidiary thereof or any of their respective properties, assets or businesses which in the reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect;

     (b) any notice of any violation received by the Credit Parties or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to have a Material Adverse Effect;

     (c) any Default or Event of Default; and

     (d) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Credit Parties or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by the Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Credit Parties obtaining knowledge or reason to know that the Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA.

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SECTION 8.6. Accuracy of Information. All written information, reports, statements and other papers and data furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender (other than financial forecasts) whether pursuant to this Article VIII or any other provision of this Agreement, shall be, at the time the same is so furnished, true and complete in all material respects.

ARTICLE IX AFFIRMATIVE COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner provided for in Section 14.11, the Credit Parties will, and will cause each of their Subsidiaries to:

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SECTION 9.1. Preservation of Corporate Existence and Related Matters. Except as permitted by Section 11.5, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction where the nature and scope of its activities require it to so qualify under Applicable Law in which the failure to so qualify would have a Material Adverse Effect.

SECTION 9.2. Maintenance of Property. Protect and preserve all properties useful in and material to its business, including copyrights, patents, trade names and trademarks; maintain in good working order and condition all buildings, equipment and other tangible real and personal property material to the conduct of its business, ordinary wear and tear excepted; and from time to time make or cause to be made all renewals, replacements and additions to such property necessary for the conduct of its business, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

SECTION 9.3. Insurance. Maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law including, without limitation, hazard and business interruption coverage.

SECTION 9.4. Accounting Methods and Financial Records. Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.

SECTION 9.5. Payment and Performance of Obligations. Pay and perform all Obligations under this Agreement and the other Loan Documents, and pay (a) all material taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) subject to the thresholds and other limitations set forth in Section 12.1(f) or Section 12.1(g), all other material indebtedness, obligations and liabilities in accordance with customary trade practices; provided, that the Credit Parties or such Subsidiary may contest any item described in clause (a) or (b) of this Section 9.5 in good faith so long as adequate reserves are maintained with respect thereto to the extent required by GAAP. It is expected that all payments in respect of the Obligations, the Existing Debt Securities and the Additional Debt Securities will be made by the Borrower.

SECTION 9.6. Compliance With Laws and Approvals. Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to observe or comply could not reasonably be expected to have a Material Adverse Effect.

SECTION 9.7. Environmental Laws. In addition to and without limiting the generality of Section 9.6, (a) comply with, and use best efforts to ensure such compliance by all tenants and subtenants, with all applicable Environmental Laws and obtain and comply with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except where the failure to comply could not reasonably have a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding

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Environmental Laws except (i) where the failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) to the extent the Credit Parties or any of their Subsidiaries are contesting, in good faith, any such requirement, order or directive before the appropriate Governmental Authority so long as adequate reserves are maintained with respect thereto to the extent required by GAAP, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Credit Parties or such Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor.

SECTION 9.8. Compliance with ERISA. In addition to and without limiting the generality of Section 9.6, (a) comply with all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, (b) not take any action or fail to take action the result of which would result in a liability to the PBGC or to a Multiemployer Plan in an amount that could reasonably be expected to have a Material Adverse Effect, and (c) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan concerning compliance with this covenant as may be reasonably requested by the Administrative Agent.

SECTION 9.9. Conduct of Business. Engage only in businesses in substantially the same fields as the businesses conducted on the Closing Date (including, without limitation, the apparel, footwear, handbags, accessories, jewelry, denim and cosmetics or other women’s accoutrements industries generally) and in lines of business reasonably related thereto (collectively, “Permitted Lines of Business”), or as otherwise permitted pursuant to the terms of this Agreement.

SECTION 9.10. Visits and Inspections. Permit representatives of the Administrative Agent or any Lender, from time to time upon reasonable prior notice to visit and inspect its properties; inspect and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects.

SECTION 9.11. Use of Proceeds. The Credit Parties shall use the proceeds of the Loans and the Letters of Credit to (a) refinance certain existing Debt, (b) for working capital and general corporate purposes of the Credit Parties and their Subsidiaries, including acquisitions and stock repurchases, and (c) the payment of certain fees and expenses incurred in connection with the transactions contemplated hereby or thereby.

ARTICLE X FINANCIAL COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties and their Subsidiaries on a Consolidated basis will not:

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SECTION 10.1. Interest Coverage Ratio. As of the last day of each fiscal quarter listed below, permit the Interest Coverage Ratio for the period of four (4) consecutive fiscal quarters ending on such date, to be less than the ratio set forth opposite such date:

Fiscal Quarter Ended	Ratio
July 5, 2008	1.80 to 1.00
October 4, 2008	1.85 to 1.00
December 31, 2008	2.00 to 1.00
April 4, 2009	2.15 to 1.00
July 4, 2009	2.25 to 1.00
October 3, 2009	2.25 to 1.00
December 31, 2009	2.25 to 1.00
April 3, 2010	2.50 to 1.00

SECTION 10.2. Covenant Debt to EBITDA Ratio. As of the last day of each fiscal quarter listed below, permit the Covenant Debt to EBITDA Ratio to be more than the ratio set forth opposite such date:

Fiscal Quarter Ended	Ratio
July 5, 2008	4.15 to 1.00
October 4, 2008	4.00 to 1.00
December 31, 2008	3.50 to 1.00
April 4, 2009	3.25 to 1.00
July 4, 2009 and thereafter	3.00 to 1.00

SECTION 10.3. Asset Coverage Ratio. As of the end of each fiscal quarter, permit the Asset Coverage Ratio to be less than 1.75.

ARTICLE XI NEGATIVE COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment has expired or been terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will not and will not permit any of their Subsidiaries to:

SECTION 11.1. Limitations on Debt and Guaranty Obligations. Create, incur, assume or suffer to exist any Debt, including Guaranty Obligations, except:

     (a) the Obligations of the Credit Parties;

     (b) the 2004 Credit Agreement Obligations;

     (c) Debt existing on the Amendment Date (other than the 2004 Credit Agreement Obligations), including the Debt as set forth on Schedule 7.1(p);

     (d) Debt of the Credit Parties and their Subsidiaries, not otherwise permitted under this Section 11.1, incurred in connection with (i) Capitalized Leases, (ii) purchase money Debt and (iii) Debt of a Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by any Credit Party or otherwise became a Subsidiary of such Credit Party, or Debt assumed by a Credit Party or a Subsidiary

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thereof in connection with an asset acquisition which Debt was outstanding prior to the date of such asset acquisition (in each case, other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of such Credit Party or was otherwise acquired by such Credit Party or pursuant to which such assets were acquired);

     (e) additional Debt of the Credit Parties, not otherwise permitted under this Section 11.1, in an aggregate outstanding amount not to exceed $250,000,000 (or the equivalent Dollar Amount for borrowings denominated in currencies other than Dollars) on any date of determination so long as no Default or Event of Default exists on the date any such additional Debt is created or arises as a result of any borrowing thereunder;

     (f) additional Debt of Subsidiaries of the Credit Parties (that are not themselves Credit Parties) not otherwise permitted under this Section 11.1, in an aggregate outstanding amount not to exceed $50,000,000 (or the equivalent Dollar Amount for borrowings denominated in currencies other than Dollars) on any date of determination;

     (g) Debt of the Credit Parties to any Subsidiary or any other Credit Party and of any Subsidiary to the Credit Parties or any other Subsidiary; and

     (h) Debt incurred in respect of the extension, renewal, refinancing (including defeasance), replacement or refunding (collectively, the “refinancing”) of Debt incurred pursuant to clause (a), (b), (c) or (e); provided, that (i) such Debt is an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) not in excess of the sum of (x) the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being refinanced and (y) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing, (ii) the average life of such Debt is equal to or greater than the average life of the Debt being refinanced, (iii) the stated maturity of such Debt is no earlier than the stated maturity of the Debt being refinanced; and (iv) the new Debt shall not be senior in right of payment to the Debt that is being refinanced; provided, that none of the Debt permitted to be incurred by this Section shall expressly restrict, limit or otherwise encumber (unless such restriction, limitation or other encumbrance is a Permitted Encumbrance (as defined below)), the ability of any Subsidiary of the Credit Parties to make any payment to the Credit Parties or any of their Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Credit Parties to pay the Obligations. For purposes of this Section 11.1, with regard to any Debt, a “Permitted Encumbrance” shall mean any restriction, limitation or other encumbrance that applies solely if a default or event of default (other than a default resulting solely from the breach of a representation or warranty) occurs and is continuing under such Debt; provided further that, with respect to any default or event of default (other than a payment default, including as a result of acceleration, or a bankruptcy event with respect to the obligor of such Debt), such encumbrance or restriction may not prohibit dividends to the Credit Parties or any Subsidiary thereof to pay the Obligations for more than one hundred eighty (180) days in any consecutive three hundred sixty (360) day period.

SECTION 11.2. [Reserved].

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SECTION 11.3. Limitations on Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (including without limitation shares of capital stock or other ownership interests), real or personal, whether now owned or hereafter acquired, except:

     (a) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) 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;

     (b) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings;

     (c) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation or obligations under customer service contracts;

     (d) Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which do not, in any case, materially detract from the value of such property or materially impair the use thereof in the ordinary conduct of business;

     (e) Liens of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;

     (f) Liens incurred in the ordinary course of business not to exceed $25,000,000 in the aggregate outstanding in addition to Liens existing on the Amendment Date;

     (g) Liens existing on any property or asset prior to the acquisition thereof by the Credit Parties or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary or is merged with or into the Credit Parties or any Subsidiary after the Amendment Date prior to the time such Person becomes a Subsidiary or is so merged;

     (h) Liens in existence on the Amendment Date and described on Schedule 11.3;

     (i) Liens securing Debt incurred in connection with Capitalized Leases and purchase money Debt permitted under Section 11.1(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the related asset, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt, (iii) the amount of Debt secured thereby is not increased and (iv) the principal amount of Debt secured by any such Lien shall at no time exceed one hundred percent (100%) of the original purchase price of such property at the time it was acquired;

     (j) Liens incurred to secure appeal bonds and judgment and attachment Liens in respect of judgments or orders that do not constitute an Event of Default under Section 12.1(m);

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     (k) 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 deposit accounts or other funds maintained with a creditor depository institution;

     (l) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (m) Liens arising in the ordinary course of business that do not secure monetary obligations;

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

     (o) Liens securing Debt or other obligations between the Credit Parties and a Subsidiary or between Subsidiaries or Credit Parties;

     (p) Liens granted to any bank or other institution securing the payments to be made to such bank or other institution by the Credit Parties or a Subsidiary of the Credit Parties pursuant to any Hedging Agreement; provided that, such agreements are entered into in, or are incidental to, the ordinary course of business; and

     (q) The refinancing of any Lien referred to in clause (g), (h), (i) or (p) provided, that the principal amount of Debt (or, if incurred with original issue discount, an aggregate issue price) secured thereby and not otherwise authorized by clause (g), (h), (i) or (p) shall not exceed the principal amount of Debt (or if incurred without original issue discount, the aggregate accreted value) plus any fees and expenses, including premiums and defeasance costs, payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding.

SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, “Investments”) except:

     (a) Investments in Subsidiaries existing on the Amendment Date and the other existing loans, advances and Investments described on Schedule 11.4;

     (b) Investments made in accordance with the Permitted Investment Policy;

     (c) Investments by the Credit Parties or any Subsidiary, including Investments in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default

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has occurred and is continuing or would result from the closing of such acquisition or the consummation of such Investment, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Jones Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Jones Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) the price for such Investment, together with all other Investments made in accordance with this clause (c) after the Amendment Date, does not exceed $75,000,000 in the aggregate;

     (d) Investments set forth on Schedule 11.4 (other than Investments in Subsidiaries) in an amount not to exceed $30,000,000;

     (e) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and

     (f) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

SECTION 11.5. Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except so long as no Default or Event of Default has occurred and is continuing, or would result therefrom:

     (a) any Credit Party may merge or consolidate with or into any Person; provided that (i) such Credit Party shall be the survivor of such merger or consolidation or (ii) the survivor assumes and succeeds to the Obligations of such Credit Party pursuant to an assumption agreement in form reasonably satisfactory to the Administrative Agent and the Required Lenders;

     (b) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Credit Parties;

     (c) any Wholly-Owned Subsidiary may merge or consolidate with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 11.4(b), (c) or (d);

     (d) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any Credit Party; provided that, such Credit Party is the survivor of such merger or consolidation; and

     (e) any Credit Party may merge or consolidate with or into any other Credit Party.

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SECTION 11.6. Limitations on Sale or Transfer of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets, whether now owned or hereafter acquired (collectively, “sale”), except for the following:

     (a) the sale of inventory or the factoring of accounts receivable in the ordinary course of business;

     (b) the sale of obsolete assets no longer used or usable in the business of the Credit Parties or any of their Subsidiaries;

     (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

     (d) the sale of assets between the Credit Parties and any Subsidiary or between Subsidiaries or Credit Parties;

     (e) the sale of any other assets of the Credit Parties and their Subsidiaries outside the ordinary course of business so long as the total fair market value for all such sales on and after the Amendment Date on an aggregate basis does not at any time exceed ten percent (10%) of Consolidated Net Worth determined as of April 5, 2008; and

     (f) the sale of assets purchased in accordance with the Permitted Investment Policy as in effect on the Amendment Date.

SECTION 11.7. Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its capital stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock, or make any change in its capital structure that could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Credit Parties may pay dividends solely in shares of their own capital stock or other ownership interest (including dividends consisting of rights to purchase such capital stock or other ownership interest), (b) any Subsidiary may pay dividends or make distributions to the Credit Parties or any Wholly-Owned Subsidiary of the Credit Parties, (c) any Credit Party may pay dividends or make distributions to any other Credit Party and (d) as long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) the Credit Parties may declare and pay dividends on shares of their capital stock or other ownership interests consistent with past practice established prior to the Amendment Date, (ii) the Credit Parties or any Subsidiary may redeem shares of their capital stock or other ownership interest pursuant to a plan approved by the Board of Directors of the Credit Parties or such Subsidiary, as applicable (A) to the extent required by contracts entered into prior to the Amendment Date, (B) that reduce dilution of share ownership, (C) additional share repurchases in an amount not to exceed $75,000,000 after the Amendment Date, and (iii) the Credit Parties may pay dividends or make additional share repurchases in an amount not to exceed 25% of cumulative Net Income after December 31, 2007.

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SECTION 11.8. Transactions with Affiliates. Directly or indirectly enter into, or be a party to, any transaction with any of its Affiliates, except (i) on terms that are no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not its Affiliate, (ii) without limiting any other provision of this Agreement, in connection with any acquisition otherwise permitted pursuant to the terms of this Agreement or (iii) for transactions between Credit Parties or between Credit Parties and Subsidiaries of Credit Parties.

SECTION 11.9. Changes in Fiscal Year End. Change its Fiscal Year.

SECTION 11.10. Amendments; Payments and Prepayments of Material Debt and Subordinated Debt. Upon the occurrence and continuation of a Default or an Event of Default, amend or modify (or permit the modification or amendment of) in any manner materially adverse to the Lenders any of the terms or provisions of any Debt in excess of $25,000,000, including without limitation the Additional Debt Securities, if any, or any Subordinated Debt, or cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Subordinated Debt.

ARTICLE XII DEFAULT AND REMEDIES

SECTION 12.1. Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or otherwise:

     (a) Default in Payment of Principal of Loans and Reimbursement Obligations. The Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

     (b) Other Payment Default. The Borrower shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation (other than any Obligation under any Hedging Agreement), and such default shall continue unremedied for three (3) Business Days.

     (c) Misrepresentation. Any representation or warranty made or deemed to be made by the Credit Parties or any of their Subsidiaries, if applicable, under this Agreement, any Loan Document or any amendment hereto or thereto, shall at any time prove to have been incorrect or misleading in any material respect when made or deemed made.

     (d) Default in Performance of Certain Covenants. Any of the Credit Parties shall default in the performance or observance of any covenant or agreement contained in Article X or XI of this Agreement.

     (e) Default in Performance of Other Covenants and Conditions. Any of the Credit Parties or any Subsidiary thereof, if applicable, shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for otherwise in this Section 12.1) or any other Loan Document and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Administrative Agent.

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     (f) Hedging Agreement. Any termination payments in an amount greater than $50,000,000 shall be due by any Credit Party under any Hedging Agreement and such amount is not paid within thirty (30) Business Days of the due date thereof.

     (g) Debt Cross-Default. Any of the Credit Parties or any of their Subsidiaries shall (i) default in the payment of principal or interest on any Debt (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Debt is in excess of $50,000,000, including, without limitation, the obligations under the 2004 Credit Agreement, beyond the period of grace if any, provided in the instrument or agreement under which such Debt was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Debt (other than the Loans or any Reimbursement Obligation), including, without limitation, the obligations under the 2004 Credit Agreement and any other documents executed in connection therewith, the aggregate outstanding amount of which Debt is in excess of $50,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Debt (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, any such Debt to become due prior to its stated maturity (any applicable grace period having expired).

     (h) Change in Control. Any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended), other than a Credit Party or any Subsidiary thereof, shall obtain ownership or control in one or more series of transactions of more than thirty-three and one-third percent (33.33%) of the common stock or thirty-three and one-third percent (33.33%) of the voting power of any Credit Party entitled to vote in the election of members of the Board of Directors of such Credit Party or there shall have occurred under any indenture or other instrument evidencing any debt in excess of $50,000,000 any “change in control” (as defined in such indenture or other evidence of debt) obligating the Borrower to repurchase, redeem or repay all or any part of the debt or capital stock provided for therein (any such event, a “Change in Control”). Further, except as set forth in Section 11.5, Jones Apparel Group shall at all times own 100% of the capital stock of Jones Apparel Group Holdings and Jones Apparel Group Holdings shall at all times own 100% of the capital stock of the Borrower.

     (i) Voluntary Bankruptcy Proceeding. Any Credit Party or any Subsidiary thereof shall (i) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (ii) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

     (j) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as now or hereafter in

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effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered.

     (k) [Reserved]

     (l) Termination Event. The occurrence of any of the following events: (i) the Borrower or any ERISA Affiliate fails to make full payment to an Employee Benefit Plan when due (after giving effect to any applicable grace period) of contributions in excess of $2,000,000, (ii) an accumulated funding deficiency in excess of $2,000,000 occurs or exists, whether or not waived, with respect to any Pension Plan or (iii) a Termination Event that could reasonably be expected to result in liability in excess of $5,000,000 to the Borrower or any ERISA Affiliate.

     (m) Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments to exceed $50,000,000 in any Fiscal Year shall be entered against any Credit Party or any Subsidiary thereof by any court and such judgment or order shall continue without discharge or stay for a period of thirty (30) days.

SECTION 12.2. Remedies. Upon the occurrence of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Credit Parties:

     (a) Acceleration; Termination of Facilities. Declare the principal of and interest on the Loans, the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (other than any Hedging Agreement) (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and all other Obligations (other than Obligations owing under any Hedging Agreement), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j) with respect to the Credit Parties, the Credit Facility shall be automatically terminated and all Obligations (other than obligations owing under any Hedging Agreement) shall automatically become due and payable.

     (b) Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, require the Borrower at such time to deposit or cause to be deposited in a cash collateral account opened by the Administrative Agent an amount equal to the Dollar Amount of the aggregate then undrawn and unexpired amount of such

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Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be promptly returned to the Borrower.

     (c) Rights of Collection. Exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Obligations.

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SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the Loan Documents or that may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Credit Parties, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

ARTICLE XIII THE ADMINISTRATIVE AGENT

SECTION 13.1. Appointment. Each of the Lenders hereby irrevocably designates and appoints Wachovia as Administrative Agent of such Lender under this Agreement and the other Loan Documents for the term hereof and each such Lender irrevocably authorizes Wachovia as Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or such other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Loan Documents or otherwise exist against the Administrative Agent. Any reference to the Administrative Agent in this Article XIII shall be deemed to refer to the Administrative Agent solely in its capacity as Administrative Agent and not in its capacity as a Lender.

SECTION 13.2. Delegation of Duties. The Administrative Agent may execute any of its respective duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by the Administrative Agent with reasonable care.

SECTION 13.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The

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Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

SECTION 13.4. Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the holder of any Revolving Credit Loan as the owner thereof for all purposes unless such Revolving Credit Loan shall have been transferred in accordance with Section 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, the Required Agreement Lenders or all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, the Required Agreement Lenders or all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

SECTION 13.5. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders, except to the extent that other provisions of this Agreement expressly require that any such action be taken or not be taken only with the consent and authorization or the request of the Lenders, the Required Agreement Lenders or Required Lenders, as applicable.

SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower

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and its Subsidiaries and made its own decision to make its Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

SECTION 13.7. Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such and (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the respective amounts of their Revolving Credit Commitment Percentage from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans or any Reimbursement Obligation) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent they result from the Administrative Agent’s bad faith, gross negligence or willful misconduct. The agreements in this Section 13.7 shall survive the payment of the Loans, any Reimbursement Obligation and all other amounts payable hereunder and the termination of this Agreement.

SECTION 13.8. The Administrative Agent in Its Individual Capacity. The Administrative Agent and its respective Subsidiaries and Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not an Administrative Agent hereunder. With respect to any Loans made or renewed by it and with respect to any Letter of Credit issued by it or participated in by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent. Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Credit Parties (so long as no Default or Event of Default has occurred and is continuing), to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Lenders, been approved (so long as no Default or Event of Default has occurred and is continuing) by the Credit Parties or have accepted such appointment within thirty

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(30) days after the Administrative Agent’s giving of notice of resignation, then the Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent reasonably acceptable to the Credit Parties (so long as no Default or Event of Default has occurred and is continuing), which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 13.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

SECTION 13.10. Syndication and Documentation Agents. Each Syndication Agent in its capacity as Syndication Agent and each documentation agent in its capacity as documentation agent shall have no duties or responsibilities and no liabilities under this Agreement or any other Loan Document but shall be entitled, in such capacity, to the same protections afforded to the Administrative Agent under this Article XIII.

ARTICLE XIV MISCELLANEOUS

SECTION 14.1. Notices. (a) Method of Communication. Except as otherwise provided in this Agreement, all notices and communications hereunder shall be in writing, or by telephone subsequently confirmed in writing. Any notice shall be effective if delivered by hand delivery or sent via telecopy, recognized overnight courier service or certified mail, return receipt requested, and shall be presumed to be received by a party hereto (i) on the date of delivery if delivered by hand or sent by telecopy, (ii) on the next Business Day if sent by recognized overnight courier service and (iii) on the third (3^rd) Business Day following the date sent by certified mail, return receipt requested. A telephonic notice to the Administrative Agent as understood by the Administrative Agent will be deemed to be the controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice.

          (b) Addresses for Notices. Notices to any party shall be sent to it at the following addresses, or any other address as to which all the other parties are notified in writing.

If to the Credit Parties:

Jones Apparel Group, Inc.
1411 Broadway
New York, New York 10018
Attention: Chief Financial Officer
Telephone No.: (212) 703-9152
Telecopy No.: (212) 703-9154

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If to Wachovia:

Wachovia Bank, National Association
Administrative Agent:
201 South College Street, CP-8
Charlotte, NC 28288-0680
Attention: Syndication Agency Services
Telephone No: 704-715-1353
Telecopy No: 704-383-0288

With copies to:

Wachovia Bank, National Association
Administrative Agent:
1339 Chestnut Street, PA4830
Philadelphia, PA 19107
Attention: Susan T. Gallagher
Telephone No: 267-321-6712
Telecopy No: 267-321-6700

If to any Lender:

To the Address set forth on Schedule 1.1(a) hereto

          (c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and the Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed.

SECTION 14.2. Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (d) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, Administrative Agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding

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(whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney’s and consultant’s fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of any indemnified party.

SECTION 14.3. Set-off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default and during the continuance thereof, the Lenders and any assignee or participant of a Lender in accordance with Section 14.10 are hereby authorized by the Credit Parties at any time or from time to time, without notice to the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Lenders, or any such assignee or participant to or for the credit or the account of the Borrower against and on account of the Obligations irrespective of whether or not (a) the Lenders shall have made any demand under this Agreement or any of the other Loan Documents or (b) the Administrative Agent shall have declared any or all of the Obligations to be due and payable as permitted by Section 12.2 and although such Obligations shall be contingent or unmatured.

SECTION 14.4. Governing Law. This Agreement, the Notes and the other Loan Documents, unless otherwise expressly set forth therein, shall be governed by, construed and enforced in accordance with the laws of the State of New York.

SECTION 14.5. Consent to Jurisdiction. Each of the parties hereto hereby irrevocably consents to the personal jurisdiction of the state and federal courts located in New York County, New York, in any action, claim or other proceeding arising out of any dispute in connection with this Agreement and the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations. Each of the parties hereto hereby irrevocably consents to the service of a summons and complaint and other process in any action, claim or proceeding brought by any other party hereto in connection with this Agreement or the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations, on behalf of itself or its property, in the manner specified in Section 14.1. Nothing in this Section 14.5 shall affect the right of any of the parties hereto to serve legal process in any other manner permitted by Applicable Law or affect the right of any of the parties hereto to bring any action or proceeding against any other party hereto or its properties in the courts of any other jurisdictions.

SECTION 14.6. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH CREDIT PARTY HEREBY ACKNOWLEDGE THEY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, CONNECTED WITH OR RELATING TO THE LOAN DOCUMENTS (“Dispute”) IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

SECTION 14.7. Reversal of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative

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Agent receives any payment or proceeds of the collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

SECTION 14.8. Injunctive Relief; Punitive Damages. (a) Each of the parties to this Agreement recognizes that, in the event such party fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the other parties hereto. Therefore, each of the parties hereto agrees that the other parties hereto, at such other party’s option, shall be entitled to pursue temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

          (b) The Administrative Agent, the Lenders and the Credit Parties (on behalf of themselves and their Subsidiaries) hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

SECTION 14.9. Accounting Matters. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance therewith.

SECTION 14.10. Successors and Assigns; Participations. (a) Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Administrative Agent and the Lenders, all future holders of the Notes, and their respective successors and permitted assigns, except that the Borrower shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender other than pursuant to Section 11.5.

          (b) Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of the Extensions of Credit at the time owing to it and the Revolving Credit Notes held by it); provided that:

     (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s Revolving Credit Commitment and all other rights and obligations under this Agreement;

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     (ii) if less than all of the assigning Lender’s Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $5,000,000;

     (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment;

     (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state;

     (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and

     (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender.

          Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent of the interest assigned in such assignment, be released from its obligations under this Agreement.

          (c) Rights and Duties upon Assignment. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as set forth in such Assignment and Acceptance.

          (d) Register. The Administrative Agent shall maintain a copy of each Assumption Agreement and each Assignment and Acceptance delivered to it and record the names and addresses of the Lenders and the amount of the Extensions of Credit with respect to each Lender from time to time in the Register.

          No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

          (e) Issuance of New Revolving Credit Notes. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with any Revolving Credit Note or Revolving Credit Notes if any have been issued pursuant to this

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Agreement, subject to such assignment and the written consent to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is substantially in the form of Exhibit G:

     (i) accept such Assignment and Acceptance;

     (ii) record the information contained therein in the Register;

     (iii) give prompt notice thereof to the Lenders and the Borrower, on behalf of itself and the other Credit Parties; and

     (iv) promptly deliver a copy of such Assignment and Acceptance to the Borrower.

          Within ten (10) Business Days after receipt of notice, if requested by the Eligible Assignee the Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Revolving Credit Note or Revolving Credit Notes, a new Revolving Credit Note or Revolving Credit Notes to the order of such Eligible Assignee in amounts equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and a new Revolving Credit Note or Revolving Credit Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Credit Note or Revolving Credit Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Revolving Credit Notes delivered to the assigning Lender. Each surrendered Revolving Credit Note or Revolving Credit Notes shall be canceled and returned to the Borrower.

          (f) Participations. Each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Extensions of Credit and the Notes held by it); provided that:

     (i) each such participation shall be in an amount not less than $5,000,000;

     (ii) such Lender’s obligations under this Agreement (including, without limitation, its Revolving Credit Commitment) shall remain unchanged;

     (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

     (iv) the Credit Parties, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement;

     (v) such Lender shall not permit such participant the right to approve any waivers, amendments or other modifications to this Agreement or any other Loan Document other than waivers, amendments or modifications which would reduce the principal of or the interest rate on any Revolving Credit Loan or Reimbursement Obligation, extend the term or increase the amount of the Revolving Credit Commitment, reduce the amount of any fees to which such participant is entitled, or extend any

66

scheduled payment date for principal, interest or fees of any Revolving Credit Loan, except as expressly contemplated hereby or thereby; and

     (vi) any such disposition shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky law of any state.

          (g) Disclosure of Information; Confidentiality. Each of the Administrative Agent, the Issuing Lenders and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors and representatives (collectively, “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Credit Parties, (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent, the Issuing Lenders or any Lender on a nonconfidential basis from a source other than the Credit Parties or (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Credit Parties’ prior review and approval, which shall not be unreasonably withheld or delayed. For the purposes of this Section, “Information” means all information received from the Credit Parties or any of their Subsidiaries relating to the Credit Parties or their business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Credit Parties; provided that, in the case of information received from the Credit Parties after the Closing Date (other than certificates or other information specifically required by the terms of this Agreement), such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

          (h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle organized for the specific purpose of making or acquiring participations or investing in loans of the type made pursuant to this Agreement (a “SPC”), correctly identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Extension of Credit that such Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Extension of Credit and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Extension of Credit, the Granting Lender shall be obligated to make such Extension of Credit pursuant to the terms hereof. The making of an Extension of Credit by an SPC hereunder

67

shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Extension of Credit were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this clause, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interest in any Extension of Credit to the Granting Lender or to any financial institution (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Extensions of Credit and (ii) disclose on a confidential basis any non-public information relating to Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This clause may not be amended without the written consent of each SPC.

          (i) Certain Pledges or Assignments. Nothing herein shall prohibit any Lender from pledging or assigning any Note to any Federal Reserve Bank in accordance with Applicable Law.

SECTION 14.11. Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the 2004 Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:

     (a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties’ rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the

68

definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and

     (b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.

69

SECTION 14.12. Performance of Duties. The Credit Parties’ obligations under this Agreement and each of the Loan Documents shall be performed by the Credit Parties at their sole cost and expense.

SECTION 14.13. All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied or the Credit Facility has not been terminated.

SECTION 14.14. Survival of Indemnities. Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XIV and any other provision of this Agreement and the Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

SECTION 14.15. Titles and Captions. Titles and captions of Articles, Sections and subsections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

SECTION 14.16. Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 14.17. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 14.18. Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than obligations owing by any Credit Party to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement) shall have been indefeasibly and irrevocably paid and satisfied in full. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination.

SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants. (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control.

          (b) The Borrower expressly acknowledges and agrees that each covenant contained in Article IX, X, or XI hereof shall be given independent effect.

SECTION 14.20. Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each

70

borrower, guarantor or grantor (the “Loan Parties”), which information includes the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act.

SECTION 14.21. Ratings of Loans. Each Lender hereby agrees that nothing in this agreement shall require or imply that the Loans shall be required to be rated by any nationally recognized securities rating organization.

SECTION 14.22. Consent Under 2004 Credit Agreement. Each Lender hereunder that is also a lender under the 2004 Credit Agreement, by execution of this Agreement, hereby (i) agrees that each reference in the 2004 Credit Agreement to the “2005 Credit Agreement” shall mean a reference to this Agreement and (ii) consents to the execution and delivery of this Agreement by the Credit Parties and the performance of their respective obligations hereunder pursuant to Section 14.11 of the 2004 Credit Agreement.

[Signature pages to follow]

71

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their authorized officers, all as of the day and year first written above.

[THE REQUISITE SIGNATURES ARE APPENDED TO AMENDMENT NO. 2 REFERRED TO IN THE PRELIMINARY STATEMENTS]

72

Schedule 1.1 (a)
(Lenders and Revolving Credit Commitments)

	COMMITMENT
LENDER	PERCENTAGE	COMMITMENT
JPMorgan Chase Bank, N.A.	8.7%	$	65,000,000
1411 Broadway, 5th Floor New York, NY 10018 Attn: Caridad Tio T: 212-391-2711 F: 212-391-7283
Citibank, N.A.	7.3%	$	55,000,000
2 Penns Way, Suite 200 New Castle, DE 19720 Attn: Laura D. Quashne T: 302-894-6058 F: 302-894-6120
Bank of America, N.A.	8.7%	$	65,000,000
101 N. Tyron Street, NC1-001-15-03 Charlotte, NC 28255 Attn: Jason Petrea T: 704-386-3781 F: 704-409-0056
Barclays Bank PLC	6.0%	$	45,000,000
200 Park Avenue New York, NY 10166 Attn: Alicia Borys T: 212-412-6938 F: 212-412-7600
SunTrust Bank	8.7%	$	65,000,000
303 Peachtree Street, N.E. Atlanta, GA 30308 Attn: Don Besch T: 404 575-2649 F: 404 575-2594
Wachovia Bank, National Association	8.7%	$	65,000,000
201 South College Street, CP-8 Charlotte, NC 28288-0680 Attn: Syndication Agency Services T: 704-715-1353 F: 704-383-0288
The Governor and Company of the Bank of Ireland	4.7%	$	35,000,000
Hume House, 5th Floor, Ballsbridge Dublin 4 Ireland Attn: Olivia Carey T: 353 1 618-7470 F: 353 1 618-7490

	COMMITMENT
LENDER	PERCENTAGE	COMMITMENT
The Royal Bank of Scotland plc	4.7%	$	35,000,000
101 Park Avenue New York, NY 10178 Attn: Juanita Baird T: 212 401-1420 F: 212 401-1336
Standard Chartered	4.7%	$	35,000,000
One Madison Avenue New York, NY 10010 Attn: Vicky T: 212 667-0203 F: 212 667-0287
Bank of Taiwan, New York Agency	3.3%	$	25,000,000
100 Wall Street, 11th Floor New York, NY 10005 Attn: Rachel Chang T: 212 968-8128 Ext. 30 F: 212 968-8370
Bank of Tokyo-Mitsubishi UFJ, New York Branch	3.3%	$	25,000,000
55 East 52nd Street New York, NY 10055 Attn: Martin Chin T: 212 339-6392 F: 212 754-2368
Land Bank of Taiwan	5.2%	$	20,000,000
Bank of China, New York Branch	2.0%	$	15,000,000
410 Madison Avenue New York, NY 10017 Attn: Elaine Ho T: 212 935-3101 ext 281 F: 646 840-1796
Fifth Third Bank	2.0%	$	15,000,000
38 Fountain Square, MD 109054 Cincinnati, OH 45263 Attn: Melody Merrill T: 513-579-5389 F: 513-534-5947
Mizuho Corporate Bank, Ltd.	2.0%	$	15,000,000
1800 Plaza Ten Jersey City, NJ 07311 Attn: Nicole Ferraro T: 201 626-9341 F: 201 626-9913
Sumitomo Mitsui Banking Corporation	2.0%	$	15,000,000
277 Park Avenue New York, NY 10172 Attn: Tracy Watson T: 212 224-4393 F: 212 224-5197

2

	COMMITMENT
LENDER	PERCENTAGE	COMMITMENT
The Bank of Nova Scotia	2.0%	$	15,000,000
720 King Street West 2nd Floor Toronto, ON Canada M5V2T3 Attn: Tamara Mohan / Nironjan Roy T: 416-649-3982 F: 416-350-5725
U.S. Bank National Association	2.0%	$	15,000,000
One U.S. Bank Plaza St. Louis, MO 63166 Attn: Frances W. Josephic, Vice President T: 513 762-8973 F: 513 632-2068
Union Bank of California, N.A	2.0%	$	15,000,000
601 Potrero Grande Drive Monterey Park, CA 91754 Attn: Alberta Rosby T: 323 720-2622 F: 323 278-6173
Banca Di Roma — New York Branch	1.3%	$	10,000,000
34 E. 51st Street New York, NY 10022 Attn: Jonathan Bloom T: 212-407-1761 F: 212-407-1778
Bank Leumi USA	1.3%	$	10,000,000
562 Fifth Avenue, 10th Floor New York, NY 10036 Attn: Virginia DeLeon T: 212 626-1308 F: 212 626-1309
Bear Stearns Corporate Lending Inc.	0.7%	$	5,000,000
383 Madison Avenue, 8th Floor New York, NY 10179 Attn: Gloria Dombrowski T: 212-272-6043 F: 212-272-4844
Chang Hwa Commercial Bank, Ltd,	1.3%	$	10,000,000
New York Branch 685 Third Avenue, 29th Floor New York, NY 10017 Attn: Sarah Lim T: 212 651-9770 ext. 31 F: 212 651-9785
First Commercial Bank, New York Agency	1.3%	$	10,000,000
750 Third Avenue, 34th Floor New York, NY 10017 Attn: Yating Hwang
T: 212-599-6868 F: 212-599-6133

3

	COMMITMENT
LENDER	PERCENTAGE	COMMITMENT
Fortis Capital Corporation	1.3%	$	10,000,000
Hua Nan Commercial Bank, Ltd.	1.3%	$	10,000,000
330 Madison Avenue, 38th Floor New York, NY 10017 Attn: Henry Hsieh T: 212 286-1999 F: 212 286-1212
Israel Discount Bank of New York	1.3%	$	10,000,000
511 Fifth Avenue New York, NY 10017 Attn: Laury Quiles T: 212 551-8596 F: 212 551-8872
Taipei Fubon Bank New York Agency	1.3%	$	10,000,000
100 Wall Street, 14th Floor New York, NY 10005 Attn: Esther Lee T: 212 968-9888 F: 212 968-9800
The Bank of New York	1.3%	$	10,000,000
One Wall Street New York, NY 10286 Attn: Laina Chan T: 212-635-6720 F: 212-635-6397
E.Sun Commercial Bank, Ltd.,	0.7%	$	5,000,000
Los Angeles Branch 17700 Castleton Street, Suite 500 City of Industry, CA 91748 Attn: Shinghorng Lin F: 626 810-2400 x. 228 F: 626 839-5531
National Bank of Egypt	0.7%	$	5,000,000
The Norinchukin Bank, New York Branch	0.7%	$	5,000,000
245 Park Avenue, 29th Floor New York, NY 10167 Attn: Jing Li T: 212 949-10167 F: 212 808-4188
Total:	100%	$	750,000,000

4

Schedule 1.1(b)

Schedule 1.1(b)
Outstanding Letters of Credit
[Reserved]

Schedule 7.1(b)

SCHEDULE 7.1(b)

Subsidiaries and Capitalization

	State/Country			Shares Isued and
Name of Corporation	of Incorporation	Type of Shares	Shares Authorized	Outstanding
Apparel Testing Services, Inc.	New Jersey	Common	1,000	100
Asia Expert Limited	Hong Kong	HK$	500,000	1,000
Exportex de Mexico, S.A. de C.V.	Mexico	Common	1,000	1,000
Import Technology of. Texas, Inc.	Texas	Common	500,000	1,000
Jones Apparel Group, Inc.	Pennsylvania	Common	201,000,000	86,571,939*
Jones Apparel Group Canada, LP	Canada			Jones Canada, Inc. owns .1% and Jones Apparel Group Canada ULC owns 476 partnership units
Jones Apparel Group Canada ULC	Canada	Common	100,000,000	71,500
Jones Apparel Group Holdings, Inc.	Delaware	Common	1,000	1,000
Jones Apparel Group USA, Inc.	Delaware	Common	1,000	100
Jones Canada, Inc.	Canada	Common	Unlimited	100
Jones Distribution Corporation	Delaware	Common	200	200
Jones Holding Inc.	Delaware	Common	1,000	100
Jones International Limited	Hong Kong	Common	100	100
Jones Investment Co. Inc.	Delaware	Common	200	100
Jones Jeanswear Group, Inc.	New York	Common	15,000	10,000
(formerly known as McNaughton Apparel Group Inc.)	Preferred A	200,000	200,000

	State/Country			Shares Isued and
Name of Corporation	of Incorporation	Type of Shares	Shares Authorized	Outstanding
		Preferred B	100,000	100,000
Jones Management Service Company	Delaware	Common	1,000	1,000
Jones Retail Corporation	New Jersey	Common	1,000	100
Maxwell Footwear of California, Inc.	Delaware	Common	1,000	1,000
Nine West Accessories (HK) Limited	Hong Kong	Ordinary	10,000	2
Nine West Development Corporation	Delaware	Common	3,000	1,000
Nine West Footwear Corporation	Delaware	Common	3,000	1,000
Nine West Melbourne Pty. Ltd.	Australia	Ordinary	100,000	100
Victoria + Co Ltd.	Rhode Island	Common	50,000	3,405

* As of the close of business on 3/27/2008

2

Schedule 7.1(p)

JONES APPAREL GROUP, INC.
SCHEDULE OF DEBT
AS OF MAY 3, 2008

	Interest Rate			Balance at 5/03
Jones Apparel Group USA, Inc.
4.25% Senior Notes due 2009		4.250	%	$	249,929,070
5.125%Senior Notes due 2014		5.125	%		249,862,625
6.125% Senior Notes due 2034		6.125	%		249.610.713
Total JAG USA Senior Notes				$	749,402,408
Capital Lease (Bristol 180 building)	Various			$	4,784,346
Jones Distribution Corporation
Capital Lease (Virginia warehouse)	Various			$	22,064,159
Jones Management Service
Capital Leases
Equipment	Various			$	4,700,548

JONES APPAREL GROUP, INC.
SCHEDULE OF INTERCOMPANY DEBT
MAY 3, 2008

Jones Apparel Group USA, Inc.
Due to Nine West	$	1,415,180,394
Due to Jones Canada		325,850
Due to Jones Jeanswear Group		318,006,103
Due to Jones Apparel Group Holdings		533,098,024
Due to Jones Holding, Inc.		52,493,624
Due to Apparel Testing Services, Inc.		2,862,507
			$	2,321,966,502
Nine West Footwear Corporation
Due to Jones Retail Corporation		917,949,013
Due to Jones Canada		3,125
Due to Nine West International — Italy		690,585
Due to Nine West Development		349,972,061
Due to Jones Management Service Co.		114,369,798
Due to Jones Apparel Group Holdings		2,017,922
Due to Jones Investment Co., Inc.		952,038
				1,385,954,542
Jones Jeanswear Group, Inc.
Due to Jones Apparel Group, Inc.		35,744,933
Due to Jones Management Service Co.		99,086,111
Due to Apparel Testing Services, Inc.		560,423
Due to Jones International Limited		8,844,920
Due to Nine West Development		9,488,700
Due to Nine West Footwear Corporation		10,766,931
Due to Victoria + Co Limited		2,047,584
Due to Jones Retail Corporation		17,382,389
				183,921,991

2

Jones Retail Corporation
Due to Jones Apparel Group USA, Inc.	112,752,041
Due to Jones Apparel Group, Inc.	26,166,579
Due to Nine West Development	27,701,113
Due to Jones Management Service Co.	48,250,543
		214,870,276
Jones Apparel Group Canada, Inc.
Due to Jones Holding, Inc.	3,747,685
Due to Jones Apparel Group, Inc.	57,571
Due to Jones International Limited	3,980
Due to Jones Management Service Co.	518,157
Due to Jones Jeanswear	199,397,776
		203,725,169
Victoria + Co Limited
Due to Jones Apparel Group, Inc.	3,564,401
Due to Jones Retail Corporation	351,797
Due to Nine West Footwear Corp.	10,473,969
Due to Nine West Development	6,431,964
Due to Jones Management Service Co.	50,505,169
Due to Jones Investment Co., Inc.	22,331,836
		93,659,136
Jones Investment Co., Inc.
Due to Jones Apparel Group USA, Inc.	83,223,073
Due to Jones Canada	7,615
Due to Jones Retail Corporation	20,594,550
Due to Jones Jeanswear	31,467,373
Due to Apparel Testing Services, Inc.	130,000
		135,422,611
Jones Management Service Co.
Due to Jones Apparel Group USA, Inc.	139,478,617
Due to Nine West Development	100,370,736
Due to Jones Investment Co., Inc.	142,386,500
Due to Jones Apparel Group Holdings	11,612,536
Due to Jones International Limited	1,055,386
		394,903,775

3

Jones Apparel Group Holdings, Inc.
Due to Jones Apparel Group, Inc.	7,894,371
Due to Jones Retail Corporation	2,366,940
Due to Nine West Development	585,345
Due to Jones Investment Co., Inc.	258,586,559
		269,433,215
Nine West Development Corp.
Due to Jones Investment Co., Inc.	17,065,526
Due to Jones Apparel Group USA, Inc.	80,436,972
		97,502,498
Nine West Accessories (HK) Limited
Due to Jones Apparel Group USA, Inc.	2,890
Due to Jones Retail Corporation	36,326
Due to Nine West Footwear Corp.	2,252,066
		2,291,282
Nine West International — Italy
Due to Jones Apparel Group USA, Inc.	13,213
Due to Jones Retail Corporation	148,189
		161,402
Jones International Limited
Due to Jones Apparel Group USA, Inc.	988,076
Due to Jones Apparel Group, Inc.	243,344
		1,231,420
Jones Apparel Group, Inc.
Due to Jones Management Service Co.	944,779
Due to Jones Apparel Group USA, Inc.	456,627,393
		457,572,172
		5,762,615,991

4

Schedule 7.1(q)

Litigation

Schedule 11.3

Existing Liens

1.	Liens, if any, in respect of certain computer equipment, POS equipment, warehouse equipment, copiers and other office equipment and office furniture used by the Credit Parties and their Subsidiaries which are subject to leases, which Liens, in the aggregate, do not have a Material Adverse Effect.
2.	Liens, if any, in respect of the intellectual property acquired pursuant to the acquisition by Nine West Group Inc. of the footwear business of The United States Shoe Corporation, which Liens, in the aggregate, do not have a Material Adverse Effect.

Schedule 11.4

JONES APPAREL GROUP, INC.
LOANS AND ADVANCES TO CONTRACTORS
AS OF MAY 3, 2008

TOTAL LOANS AND ADVANCES TO CONTRACTORS
Jones Apparel Group USA, Inc.	$	2,940,015
Jones Jeanswear Group, Inc.		220,780
Jones Apparel Group Canada, LP		3,166,508
Total Loans and Advances to Contractors	$	6,327,303

JONES APPAREL GROUP, INC.
LOANS AND ADVANCES TO EMPLOYEES
AS OF MAY 3, 2008

TOTAL LOANS AND ADVANCES TO EMPLOYEES $ 0

2

JONES APPAREL GROUP, INC.
INVESTMENTS
AS OF MAY 3, 2008

JONES INVESTMENT CO.	$	1,111
GLOBAL RETAIL/GRI
TOTAL INVESTMENTS (including overnight deposits)	$	1,111

3

EXHIBIT A — FORM OF
REVOLVING CREDIT NOTE

          $                                                                                                                                                                                       , 200_

          FOR VALUE RECEIVED, the undersigned JONES APPAREL GROUP USA, INC., a corporation organized under the laws of Delaware, (the “Borrower”), JONES APPAREL GROUP, INC., a corporation organized under the laws of Pennsylvania, JONES APPAREL GROUP HOLDINGS, INC., a corporation organized under the laws of Delaware, JONES RETAIL CORPORATION, a corporation organized under the laws of New Jersey, and NINE WEST FOOTWEAR CORPORATION, a corporation organized under the laws of Delaware (collectively, with the Borrower, the “Debtors”), hereby jointly and severally promise to pay to the order of                                           , (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of                                                        DOLLARS ($                                          ) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made to the Borrower by the Lender pursuant to that certain Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders who are or may become a party thereto (collectively, the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          The unpaid principal amount of Revolving Credit Loans from time to time outstanding is subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 5.1 of the Credit Agreement. All payments of principal and interest on Revolving Credit Loans shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement.

          This Revolving Credit Note (the “Revolving Credit Note”) is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable.

          THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

          The Debt evidenced by this Revolving Credit Note is senior in right of payment to all Subordinated Debt referred to in the Credit Agreement.

          The Debtors hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note.

          IN WITNESS WHEREOF, the undersigned have executed this Revolving Credit Note under seal as of the day and year first above written.

JONES APPAREL GROUP USA, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP HOLDINGS, INC.
By:
	Name:
	Title:
JONES RETAIL CORPORATION
By:
	Name:
	Title:
NINE WEST FOOTWEAR CORPORATION
By:
	Name:
	Title:

2

EXHIBIT B — FORM OF
NOTICE OF REVOLVING CREDIT BORROWING

NOTICE OF REVOLVING CREDIT BORROWING

Dated as of:                                         

Wachovia Bank, National Association,
     as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Revolving Credit Borrowing is delivered to you under Section 2.2(a) of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Borrower hereby requests that the Lenders make a Revolving Credit Loan to the Borrower in the aggregate principal amount of $                    . (Complete with an amount in accordance with Section 2.2(a) of the Credit Agreement.)

          2. The Borrower hereby requests that such Revolving Credit Loan be made on the following Business Day:                                          . (Complete with a Business Day in accordance with Section 2.2(a) of the Credit Agreement).

          3. The Borrower hereby requests that the Revolving Credit Loan bear interest at the following interest rate, plus the Applicable Margin, as set forth below:

			Termination Date for
		Interest Period	Interest Period (If
Component of Loan	Interest Rate	(LIBOR Rate only)	applicable)
	Base Rate or LIBOR
	Rate

          4. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof (including the requested Revolving Credit Loan) does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

          5. The Borrower hereby represents and warrants that the conditions specified in Section 6.3 of the Credit Agreement have been satisfied or waived as of the date hereof.

          6. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Revolving Credit Borrowing as of the                day of                     ,              .

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

2

EXHIBIT C — FORM OF NOTICE OF
ACCOUNT DESIGNATION

NOTICE OF ACCOUNT DESIGNATION

Dated as of:                     

Wachovia Bank, National Association,
     as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This Notice of Account Designation is delivered to you under Section 2.2(b) of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account(s):

ABA Routing Number:                                         

Account Number:                                                 

          2. This authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation is provided by the Borrower to the Administrative Agent.

          3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation as of the                day of                     ,              .

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

EXHIBIT D-FORM OF
NOTICE OF PREPAYMENT

NOTICE OF PREPAYMENT

Dated as of:                                         

Wachovia Bank, National Association,
     as Administrative Agent
One First Union Center
301 South College Street, TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Prepayment is delivered to you under Section 2.3(c) of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Borrower hereby provides notice to the Administrative Agent that it shall repay the following [Base Rate Loans] and/or [LIBOR Rate Loans]:                                          . (Complete with an amount in accordance with Section 2.3(c) of the Credit Agreement.)

          2. The Borrower shall repay the above-referenced Revolving Credit Loans on the following Business Day:                                          . (Complete in accordance with Section 2.3(c) of the Credit Agreement.)

          3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment as of the               day of                     ,              .

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

EXHIBIT E — FORM OF
NOTICE OF CONVERSION/CONTINUATION

NOTICE OF CONVERSION/CONTINUATION

Dated as of:                     

Wachovia Bank, National Association,
  as Administrative Agent
One First Union Center
301 South College Street, TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Conversion/Continuation (the “Notice”) is delivered to you under Section 5.2 of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. This Notice is submitted for the purpose of: (Check one and complete applicable information in accordance with the Credit Agreement.)

          Converting all or a portion of a Base Rate Loan into a LIBOR Rate Loan

(a) The aggregate outstanding principal balance of such Revolving Credit Loan is $                    .

(b) The principal amount of such Revolving Credit Loan to be converted is $                    .

(c) The requested effective date of the conversion of such Revolving Credit Loan is                    .

(d) The requested Interest Period applicable to the converted Revolving Credit Loan is                    .

          Converting all or a portion of a LIBOR Rate Loan into a Base Rate Loan

(a) The aggregate outstanding principal balance of such Revolving Credit Loan is $                    

(b) The last day of the current Interest Period for such Revolving Credit Loan is                      .

(c) The principal amount of such Revolving Credit Loan to be converted is $                    .

(d) The requested effective date of the conversion of such Revolving Credit Loan is                     .

          Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan

(a) The aggregate outstanding principal balance of such Revolving Credit Loan is $                    .

(b) The last day of the current Interest Period for such Revolving Credit Loan is                     .

(c) The principal amount of such Revolving Credit Loan to be continued is $                    .

(d) The requested effective date of the continuation of such Revolving Credit Loan is                     .

(e) The requested Interest Period applicable to the continued Revolving Credit Loan is                     .

          2. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

          3. The Borrower hereby represents and warrants that no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing.

          4. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/ Continuation as of the          day of                ,         .

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

2

EXHIBIT F-FORM OF
OFFICER’S COMPLIANCE CERTIFICATE

OFFICER’S COMPLIANCE CERTIFICATE

          The undersigned, on behalf of JONES APPAREL GROUP USA, INC. (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

          1. This Certificate is delivered to you pursuant to Section 8.2 of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          2. I have reviewed the consolidated financial statements of Jones Apparel Group, Inc. and its Subsidiaries dated as of                      and for the                      period[s] then ended and such statements present fairly in all material respects the consolidated financial condition of Jones Apparel Group, Inc. and its Subsidiaries as of their respective dates and the results of the consolidated operations of Jones Apparel Group, Inc. and its Subsidiaries for the respective period[s] then ended, subject to normal year end adjustments for interim statements.

          3. I have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of Jones Apparel Group, Inc. and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this Certificate [except, if such condition or event existed or exists, describe the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto].

          4. The Applicable Margin and information as to the debt ratings necessary for determining such figure are set forth on the attached Schedule 1.

          5. Jones Apparel Group, Inc. and its Subsidiaries are in compliance with the financial covenants contained in Article X of the Credit Agreement as shown on such Schedule 1.

     WITNESS the following signature as of the ___ day of _____, ___.

JONES APPAREL GROUP USA, INC.
 

By:  

Name:  

Title:  

2

Schedule 1

to

Officer’s Compliance Certificate

[To be provided by Borrower in form reasonably acceptable to the Administrative Agent]

EXHIBIT G — FORM OF
ASSIGNMENT AND ACCEPTANCE

ASSIGNMENT AND ACCEPTANCE

Dated as of:                     

     Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004, amended and restated as of June 6, 2008, as amended, restated, supplemented or otherwise modified (the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Delaware corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein which are not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                                                                (the “Assignor”) and                                                                 (the “Assignee”) agree as follows:

          1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, as of the Effective Date (as defined below), a ___% interest in and to all of the Assignor’s interest, rights and obligations with respect to its Revolving Credit Commitment and Revolving Credit Loans (including such percentage of the outstanding L/C Obligations), which percentage represents not less than $5,000,000, unless such percentage equals 100% of such Lender’s Revolving Credit Commitment, and the Assignor thereby retains ___% of its interest therein.

          This Assignment and Acceptance is entered pursuant to, and authorized by, Section 14.10 of the Credit Agreement.

          2. The Assignor (i) represents that, as of the date hereof, its Revolving Credit Commitment Percentage (without giving effect to assignments thereof which have not yet become effective) under the Credit Agreement is ___% and the outstanding balances of its Revolving Credit Loans (including its Revolving Credit Commitment Percentage of the outstanding L/C Obligations) is $                    ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of their obligations under the Credit Agreement or any other instrument or document furnished or executed pursuant thereto; and (iv) to the extent it has received Revolving Credit Note(s) from the Borrower, attaches the applicable Revolving Credit Note(s) delivered to it under the Credit Agreement and requests that the Borrower exchange such Revolving Credit Note(s) for new Revolving Credit Notes payable to each of the Assignor and the Assignee as follows:

Revolving Credit Note
Payable to the Order of:	Principal Amount of Note:

          3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor or any other Lender or the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; (vii) agrees to hold all confidential information in accordance with the provisions of Section 14.10(g) of the Credit Agreement; and (viii) includes herewith for the Administrative Agent the forms required by Section 5.11(e) of the Credit Agreement (if not previously delivered).

          4. The effective date for this Assignment and Acceptance shall be as set forth in Section 1 of Schedule 1 hereto (the “Effective Date”), subject to the consents referred to in the following sentence. Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for, to the extent required by the Credit Agreement, consent by the Borrower and the Administrative Agent and acceptance and recording in the Register.

          5. Upon such consents, acceptance and recording, from and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and the other Loan Documents to which Lenders are parties and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender under each such agreement, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents.

          6. Upon such consents, acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

          7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE DEEMED TO BE A CONTRACT UNDER SEAL AND SHALL BE GOVERNED BY AND CONSTRUED IN

2

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

3

     WITNESS the following signatures as of the ___ day of ___, ___.

ASSIGNOR:
 

By:  

Title: 

ASSIGNEE:
 

By:  

Name: 

Title: 

Acknowledged and Consented to on behalf of the Credit Parties:

JONES APPAREL GROUP USA, INC.
 

By:  

Name: 

Title: 

Consented to and Accepted by:

WACHOVIA BANK, NATIONAL ASSOCIATION,
  as Administrative Agent

By:  

Name: 

Title: 

4

Schedule 1

to

Assignment and Acceptance

	1.	Effective Date: _________________, _______
	2.	Assignor’s Interest Prior to Assignment:
		(a)	Revolving Credit Commitment Percentage
%
		(b)	Outstanding balance of Revolving Credit Loans
$
		(c)	Outstanding balance of Assignor’s Revolving Credit Commitment Percentage of the L/C Obligations
$
	3.	Assigned Interest (from Section 1) of:
		(a)	Revolving Credit Loans
%
	4.	Assignee’s Extensions of Credit After Effective Date:
		(a)	Total outstanding balance of Assignee’s Revolving Credit Loans (line 2(b) times line 3(a))
$
		(b)	Total outstanding balance of Assignee’s Revolving Credit Commitment Percentage of the L/C Obligations (line 2(c) times line 3(a))
$
	5.	Retained Interest of Assignor after Effective Date:
		(a)	Retained Interest (from Section 1): (i) Revolving Credit Commitment Percentage
%
		(b)	Outstanding balance of Assignor’s Revolving Credit Loans (line 2(b) times line 5(a)(i))
$
		(c)	Outstanding balance of Assignor’s
			Revolving Credit Commitment Percentage of L/C Obligations (line 2(c) times line 5(a)(i))
$

6.	Payment Instructions:
	(a)	If payable to Assignor, to the account of Assignor to: ABA No.: Account Name: Account No. Attn: Ref:
	(b)	If payable to Assignee, to the account of Assignee to:
		ABA No.:
		Account Name: Account No.: Attn: Ref:

2

EX-10.6

Exhibit 10.6

$750,000,000

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

dated as of May 16, 2005,

by and among

JONES APPAREL GROUP USA, INC.,

the Additional Obligors referred to herein,

the Lenders referred to herein,

J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC.,
as Co-Lead Arrangers
and Joint Bookrunners,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

and

JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A.,
as Syndication Agents,

and

BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK
as Documentation Agents

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.1. Definitions		1
SECTION 1.2. General		15
SECTION 1.3. Other Definitions and Provisions		16
ARTICLE II REVOLVING CREDIT FACILITY		17
SECTION 2.1. Revolving Credit Loans		17
SECTION 2.2. Procedure for Advances of Revolving Credit Loans		17
SECTION 2.3. Repayment of Revolving Credit Loans		18
SECTION 2.4. Evidence of Debt		18
SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment		19
SECTION 2.6. Termination of Revolving Credit Facility		19
SECTION 2.7. Increase in the Aggregate Revolving Credit Commitments		19
ARTICLE III LETTER OF CREDIT FACILITY		21
SECTION 3.1. L/C Commitment		21
SECTION 3.2. Procedure for Issuance of Letters of Credit		21
SECTION 3.3. Fees and Other Charges		22
SECTION 3.4. L/C Participations		22
SECTION 3.5. Reimbursement		23
SECTION 3.6. Obligations Absolute		25
SECTION 3.7 Effect of Application		25
ARTICLE IV COMPETITIVE BID FACILITY		25
SECTION 4.1. Bidding Procedure		25
SECTION 4.2. Minimum Amounts		28

i

SECTION 4.3. Bidding Availability	28
SECTION 4.4. Repayment of Competitive Bid Loans	28
SECTION 4.5. Interest on Competitive Bid Loans	29
SECTION 4.6. Competitive Bid Notes	29
ARTICLE V GENERAL LOAN PROVISIONS	29
SECTION 5.1. Interest	29
SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans	31
SECTION 5.3. Fees	31
SECTION 5.4. Manner of Payment	32
SECTION 5.5. Crediting of Payments and Proceeds	32
SECTION 5.6. Adjustments	32
SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent	33
SECTION 5.8. Joint and Several Liability of the Credit Parties	33
SECTION 5.9. Changed Circumstances	35
SECTION 5.10. Indemnity	37
SECTION 5.11. Capital Requirements	38
SECTION 5.12. Taxes	38
ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING	40
SECTION 6.1. Closing	40
SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit	40
SECTION 6.3. Conditions to Extensions of Credit	42
SECTION 6.4. Conditions Precedent to Each Competitive Bid Borrowing	42
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES	43
SECTION 7.1. Representations and Warranties	43
SECTION 7.2. Survival of Representations and Warranties, Etc.	48

ii

ARTICLE VIII FINANCIAL INFORMATION AND NOTICES	48
SECTION 8.1. Financial Statements and Projections	49
SECTION 8.2. Officer’s Compliance Certificate	49
SECTION 8.3. Accountants’ Certificate	49
SECTION 8.4. Other Reports	49
SECTION 8.5. Notice of Litigation and Other Matters	50
SECTION 8.6. Accuracy of Information	50
ARTICLE IX AFFIRMATIVE COVENANTS	50
SECTION 9.1. Preservation of Corporate Existence and Related Matters	51
SECTION 9.2. Maintenance of Property	51
SECTION 9.3. Insurance	51
SECTION 9.4. Accounting Methods and Financial Records	51
SECTION 9.5. Payment and Performance of Obligations	51
SECTION 9.6. Compliance With Laws and Approvals	51
SECTION 9.7. Environmental Laws	51
SECTION 9.8. Compliance with ERISA	52
SECTION 9.9. Conduct of Business	52
SECTION 9.10. Visits and Inspections	52
SECTION 9.11. Use of Proceeds	52
ARTICLE X FINANCIAL COVENANTS	52
SECTION 10.1. Interest Coverage Ratio	53
SECTION 10.2. Minimum Net Worth	53
ARTICLE XI NEGATIVE COVENANTS	53
SECTION 11.1. Limitations on Debt and Guaranty Obligations	53
SECTION 11.2. [Reserved]	54
SECTION 11.3. Limitations on Liens	55

iii

SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions	56
SECTION 11.5. Limitations on Mergers and Liquidation	57
SECTION 11.6. Limitations on Sale or Transfer of Assets	58
SECTION 11.7. Limitations on Dividends and Distributions	58
SECTION 11.8. Transactions with Affiliates	58
SECTION 11.9. Changes in Fiscal Year End	59
SECTION 11.10. Amendments; Payments and Prepayments of Material Debt and Subordinated Debt	59
ARTICLE XII DEFAULT AND REMEDIES	59
SECTION 12.1. Events of Default	59
SECTION 12.2. Remedies	61
SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc.	62
ARTICLE XIII THE ADMINISTRATIVE AGENT	62
SECTION 13.1. Appointment	62
SECTION 13.2. Delegation of Duties	62
SECTION 13.3. Exculpatory Provisions	62
SECTION 13.4. Reliance by the Administrative Agent	63
SECTION 13.5. Notice of Default	63
SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders	64
SECTION 13.7. Indemnification	64
SECTION 13.8. The Administrative Agent in Its Individual Capacity	64
SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent	65
SECTION 13.10. Syndication and Documentation Agents	65
ARTICLE XIV MISCELLANEOUS	65
SECTION 14.1. Notices	65
SECTION 14.2. Expenses; Indemnity	66
SECTION 14.3. Set-off	67

iv

SECTION 14.4. Governing Law	67
SECTION 14.5. Consent to Jurisdiction	67
SECTION 14.6. Waiver of Jury Trial	67
SECTION 14.7. Reversal of Payments	67
SECTION 14.8. Injunctive Relief; Punitive Damages	68
SECTION 14.9. Accounting Matters	68
SECTION 14.10. Successors and Assigns; Participations	68
SECTION 14.11. Amendments, Waivers and Consents	72
SECTION 14.12. Performance of Duties	74
SECTION 14.13. All Powers Coupled with Interest	74
SECTION 14.14. Survival of Indemnities	74
SECTION 14.15. Titles and Captions	74
SECTION 14.16. Severability of Provisions	74
SECTION 14.17. Counterparts	74
SECTION 14.18. Term of Agreement	74
SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants	74
SECTION 14.20. Patriot Act	74
SECTION 14.21. Ratings of Loans	75
SECTION 14.22. Consent Under Five-Year Credit Agreement	75
Exhibits
Exhibit A— 1 — Form of Revolving Credit Note
Exhibit A— 2 — Form of Competitive Bid Note
Exhibit B—1 — Form of Notice of Revolving Credit Borrowing
Exhibit B—2 — Form of Notice of Competitive Bid Borrowing
Exhibit C — Form of Notice of Account Designation
Exhibit D — Form of Notice of Prepayment

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Exhibit E — Form of Notice of Conversion/Continuation

Exhibit F — Form of Officer’s Compliance Certificate

Exhibit G — Form of Assignment and Acceptance

Schedules

Schedule 1.1(a) — Lenders and Revolving Credit Commitments

Schedule 1.1(b) — Outstanding Letters of Credit

Schedule 7.1(b) — Subsidiaries and Capitalization

Schedule 7.1(n) — Material Adverse Change

Schedule 7.1(p) — Debt and Guaranty Obligations

Schedule 7.1(q) — Litigation

Schedule 11.3 — Existing Liens

Schedule 11.4 — Existing Loans, Advances and Investments

vi

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

Dated as of May 16, 2005

          JONES APPAREL GROUP USA, INC., a Pennsylvania corporation, the Additional Obligors (as defined below), the Lenders who are or may become a party to this Agreement, J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Co-Lead Arrangers and Joint Bookrunners, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Syndication Agents, and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK, as Documentation Agents, agree as follows:

          PRELIMINARY STATEMENT. The Borrower, the Additional Obligors, the lenders parties thereto and Wachovia Bank, National Association, as administrative agent, are parties to a Three-Year Credit Agreement dated as of June 10, 2003 (the “ Prior Credit Agreement”). The Borrower, the Additional Obligors, the parties hereto and Wachovia Bank, National Association, as Administrative Agent, desire to amend the Prior Credit Agreement as herein set forth and to restate it in its entirety giving effect to such amendment.

          NOW THEREFORE, the parties hereto agree that, subject to the conditions set forth in Section 6.2, the Prior Credit Agreement is hereby amended and restated to read in its entirety as follows:

ARTICLE I DEFINITIONS

SECTION 1.1. Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

     “Additional Debt Securities” shall have the meaning assigned thereto in Section 11.1(f).

     “Additional Obligors” means the collective reference to Jones Apparel Group, Jones Apparel Group Holdings, Kasper, Ltd., Nine West Footwear and Jones Retail in their capacities as co-obligors under this Agreement.

     “Administrative Agent” means Wachovia in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 13.9.

     “Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 14.1(c).

     “Affiliate” means, with respect to any Person, any other Person (other than a Subsidiary) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. The term “ control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     “Agreement” means this Amended and Restated Five-Year Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

     “Alternative Currency” means (a) Pounds Sterling, (b) the euro or (c) any other lawful currency (other than Dollars) acceptable to the Issuing Lenders which, in the case of this clause (c), is freely transferable and convertible into Dollars in the United States currency market and is freely available to all Issuing Lenders in the London interbank deposit market.

     “Alternative Currency L/C Commitment” means the lesser of (a) One Hundred Million Dollars ($100,000,000) and (b) the L/C Commitment.

     “Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

     “Applicable Margin” means, for purposes of calculating (a) the Base Rate and LIBOR Rate for purposes of Section 5.1(a), (b) the L/C Fee for purposes of Section 3.3(a) or (c) the Facility Fee for purposes of Section 5.3(a), the corresponding rate set forth below for the applicable rating of the senior, unsecured, long-term debt of the Credit Parties, on a collective basis (the “ Debt Rating”) publicly announced by Standard & Poor’s, a division of The McGraw-Hill Companies (“ S&P”), and Moody’s Investors Service, Inc. (“ Moody’s”) as follows:

			Applicable Margin Per Annum
Level	S&P Rating	Moody’s Rating	LIBOR Rate			Base Rate			Trade L/C Fee			Standby L/C Fee			Facility Fee
I	>=A-	>=A3		0.320	%		0.000	%		0.125	%		0.320	%		0.080	%
II	>=BBB+	>=Baa1		0.400	%		0.000	%		0.150	%		0.400	%		0.100	%
III	>=BBB	>=Baa2		0.500	%		0.000	%		0.200	%		0.500	%		0.125	%
IV	>=BBB-	>=Baa3		0.725	%		0.000	%		0.250	%		0.725	%		0.150	%
V	<=BB+	<=Ba1		0.925	%		0.000	%		0.300	%		0.925	%		0.200	%

provided, that if both Moody’s and S&P shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then such Debt Rating shall be deemed to be Level V. In the event that the corresponding Debt Ratings publicly announced by S&P and Moody’s listed above differ by (a) one pricing level, the Applicable Margin shall be based on the higher of the two ratings, and (b) two or more pricing levels, the Applicable Margin shall be based on the rating one rating below the higher of the two ratings. Any change in the Applicable Margin shall be effective as of the Business Day on which the applicable rating is announced or is publicly available. If the rating system of S&P and Moody’s shall change, or if both of such rating agencies shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agencies and, pending the effectiveness of any such amendment, the Applicable Margin

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shall be determined by reference to the rating most recently in effect prior to such change or cessation.

     “Application” means an application, in the form specified by any Issuing Lender from time to time, requesting such Issuing Lender to issue a Letter of Credit.

     “Assignment and Acceptance” shall have the meaning assigned thereto in Section 14.10(b)(ii).

     “Assuming Lender” has the meaning specified in Section 2.7(d).

     “Assumption Agreement” has the meaning specified in Section 2.7(d)(ii).

     “Base Rate” means, at any time, the higher of (a) the Prime Rate and (b) the sum of (i) the Federal Funds Rate plus (ii) 1/2 of 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate.

     “Base Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a).

     “Borrower” means Jones Apparel Group USA, Inc.

     “Business Day” means (a) any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina, Philadelphia, Pennsylvania and New York, New York, are not authorized or required by law to remain closed for the conduct of their commercial banking business, (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, the term “ Business Day” shall also exclude any day on which banks are not open for trading in Dollar deposits in the London interbank market, (c) with respect to all notices and determinations in connection with, and payment of principal and interest on, any L/C Obligation denominated in an Alternative Currency, the term “ Business Day” shall also exclude any day on which banks in London do not provide quotations for deposits denominated in such Alternative Currency and (d) with respect to all notices and determinations in connection with, and payment of principal and interest on, any Competitive Bid Loan denominated in an Alternative Currency and bearing interest at the Floating Rate, the term “ Business Day” shall also exclude any day on which banks in London do not provide quotations for deposits denominated in such Alternative Currency.

     “Capital Lease” means, with respect to the Credit Parties and their Subsidiaries, any lease of any property that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Credit Parties and their Subsidiaries.

     “Change in Control” shall have the meaning assigned thereto in Section 12.1(h).

     “Closing Date” means the date of this Agreement or such later Business Day upon which each condition described in Section 6.2 shall be satisfied or waived in all respects.

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     “Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “Commitment Date” has the meaning specified in Section 2.7(b).

     “Commitment Increase” has the meaning specified in Section 2.7(a).

     “Competitive Bid Borrowing” means a borrowing consisting of simultaneous Competitive Bid Loans from each of the Lenders whose offer to make one or more Competitive Bid Loans as part of such borrowing has been accepted under the competitive bidding procedure described in Article IV.

     “Competitive Bid Loan” means an advance by a Lender to the Borrower as part of a Competitive Bid Borrowing resulting from the competitive bidding procedure described in Article IV and refers to a Fixed Rate Loan or a Floating Rate Loan.

     “Competitive Bid Note” means a promissory note of the Borrower payable to the order of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to such Lender resulting from a Competitive Bid Loan made by such Lender.

     “Consolidated” means, when used with reference to financial statements or financial statement items of the Credit Parties and their Subsidiaries, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

     “Correspondent” means any financial institution designated by an Issuing Lender to act as such Issuing Lender’s correspondent hereunder with respect to the distribution and payment of Letters of Credit denominated in an Alternative Currency.

     “Credit Facility” means the collective reference to the Revolving Credit Facility and the L/C Facility.

     “Credit Parties” means each of the Additional Obligors and the Borrower.

     “Debt” means, with respect to the Credit Parties and their Subsidiaries at any date and without duplication, the sum of the following calculated in accordance with GAAP: (a) all liabilities, obligations and indebtedness, in each case for borrowed money including but not limited to obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person, (b) all obligations to pay the deferred purchase price of property or services of any such Person, except trade payables arising in the ordinary course of business, (c) all obligations of any such Person as lessee under Capital Leases, (d) all Debt of any other Person secured by a Lien on any asset of any such Person, (e) all Guaranty Obligations of any such Person, (f) all obligations, contingent or otherwise, of any such Person relative to the amount of drawn letters of credit not reimbursed as required by the terms thereof, including without limitation any Reimbursement Obligation not reimbursed as required by the terms hereof, and banker’s acceptances issued for the account of any such Person, and (g) all net obligations incurred by any such Person pursuant to Hedging Agreements.

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     “Default” means any of the events specified in Section 12.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

     “Dispute” shall have the meaning assigned thereto in Section 14.6.

     “Dollar Amount” shall mean (a) with regard to any Obligation denominated in Dollars, the amount thereof and (b) with regard to any Obligation denominated in an Alternative Currency, the amount of Dollars which is equivalent to the sum of (i) the amount so expressed in an Alternative Currency at the applicable-quoted spot rate on the appropriate page of the Reuter’s Screen as determined by the Administrative Agent at the relevant time; plus (ii) any amounts owed by the Borrower pursuant to Section 3.5(b).

     “Dollars” or “ $” means, unless otherwise qualified, dollars in lawful currency of the United States.

     “EBITDAR” means, with respect to the Credit Parties and their Subsidiaries on a Consolidated basis for any period, the sum of (a) Net Income for such period, plus (b) the sum of the following to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense, (iii) amortization, depreciation, extraordinary non-cash losses and any other non-cash charges (including amortization or write-off of goodwill, transaction expenses, covenants not to compete and other intangible assets, and non-cash charges resulting from purchase accounting related to any acquisition otherwise permitted pursuant to the terms of this Agreement) and (iv) Rental Expense less (c) any items of extraordinary gain which were included in determining Net Income.

     “Eligible Assignee” means, with respect to any assignment of the rights, interest and obligations of a Lender hereunder, a Person that is at the time of such assignment (a) a commercial bank organized under the laws of the United States or any state thereof, having combined capital and surplus in excess of $500,000,000, (b) a commercial bank organized under the laws of any other country that is a member of the Organization of Economic Cooperation and Development, or a political subdivision of any such country, having combined capital and surplus in excess of $500,000,000, (c) a finance company, insurance company or other financial institution which in the ordinary course of business extends credit of the type extended hereunder and that has total assets in excess of $1,000,000,000, (d) already a Lender hereunder (whether as an original party to this Agreement or as the assignee of another Lender) or an Affiliate of a Lender hereunder, (e) the successor (whether by transfer of assets, merger or otherwise) to all or substantially all of the commercial lending business of the assigning Lender, (f) any SPC solely to the extent permitted by Section 14.10(h), or (g) any other Person that has been approved in writing as an Eligible Assignee by the Borrower and the Administrative Agent.

     “Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained for employees of the Borrower or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained for the employees of the Borrower or any current or former ERISA Affiliate.

     “EMU” mean economic and monetary union as contemplated in the Treaty on European Union.

5

     “Environmental Laws” means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, binding interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

     “ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “ERISA Affiliate” means any Person who together with the Borrower is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

     “EURIBO Rate” means the rate appearing on Page 248 of the Moneyline Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in euro) at approximately 10:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in euro with a maturity comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the respective rates per annum at which deposits in euros are offered by the Reference Group in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the amount of the applicable Competitive Bid Loan.

     “euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the euro in one or more member states.

     “Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

     “Event of Default” means any of the events specified in Section 12.1, provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

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     “Existing Debt Securities” means the 8 3/8% Series B Senior Notes due 2005, the 7.875% Senior Notes due 2006, the 4.250% Senior Notes due 2009, the 5.125% Senior Notes due 2014 and the 6.125% Senior Notes due 2034 of Jones Apparel Group.

     “Existing Loans” shall have the meaning assigned thereto in Section 6.2(f).

     “Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, and (ii) such Lender’s Revolving Credit Commitment Percentage of the Dollar Amount of (A) the L/C Obligations then outstanding and (B) the Competitive Bid Loans then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

     “Facility Fee” shall have the meaning assigned thereto in Section 5.3(a).

     “FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto.

     “Federal Funds Rate” means, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) representing the daily effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Administrative Agent. If, for any reason, such rate is not available, then “ Federal Funds Rate” shall mean a daily rate which is determined, in the opinion of the Administrative Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. (Charlotte time). Rates for weekends or holidays shall be the same as the rate for the most immediate preceding Business Day.

     “Fiscal Year” means the fiscal year of the Credit Parties and their Subsidiaries ending on December 31.

     “Five-Year Credit Agreement” means the Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004 by and among the Borrower, the Additional Obligors thereunder, the Administrative Agent thereunder and the financial institutions party thereto, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

     “Five-Year Credit Agreement Obligations” means the obligations of the Borrower and the Additional Obligors thereunder under the Five-Year Credit Agreement.

     “Fixed Rate Loan” has the meaning specified in Section 4.1(a).

     “Floating Rate Loan” means a Competitive Bid Loan bearing interest based on the EURIBO Rate or LIBOR.

     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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     “GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Credit Parties and their Subsidiaries throughout the period indicated.

     “Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

     “Governmental Authority” means any nation, province, state or political subdivision thereof, and any government or any Person exercising executive, legislative, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

     “Granting Lender” shall have the meaning assigned thereto in Section 14.10(h).

     “Guaranty Obligation” means, with respect to the Credit Parties and their Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) a contractual commitment by one Person to invest in another Person for so long as such investment is expected to constitute a permitted investment under Section 11.4.

     “Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law, (d) the discharge or emission or release of which requires a permit or license under any Applicable Law or other Governmental Approval, or (e) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

     “Hedging Agreement” means any agreement with respect to an interest rate or currency swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate or currency risk exposure executed in connection with hedging the interest rate or currency exposure of any Credit Party, and any confirming letter executed pursuant to such hedging agreement, all as amended, restated or otherwise modified from time to time.

8

     “Increase Date” has the meaning specified in Section 2.7(a).

     “Increasing Lender” has the meaning specified in Section 2.7(b).

     “Interest Coverage Ratio” shall have the meaning assigned thereto in Section 10.1.

     “Interest Expense” means, for any period, total interest expense (including, without limitation, interest expense attributable to Capital Leases) determined on a consolidated basis, without duplication, for the Credit Parties and their Subsidiaries in accordance with GAAP.

     “Interest Period” shall have the meaning assigned thereto in Section 5.1(b).

     “ISP 98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

     “Issuing Lender” means Wachovia, Citibank, N.A., JPMorgan Chase Bank, N.A. and Bank of America, N.A., each in its capacity as issuer of any Letter of Credit, and any other Lender mutually acceptable and on terms satisfactory to the Borrower, the Administrative Agent and such Lender; and Issuing Lenders means all such Lenders.

     “Jones Apparel Group” means Jones Apparel Group, Inc., a Pennsylvania corporation.

     “Jones Apparel Group Holdings” means Jones Apparel Group Holdings, Inc., a Delaware corporation.

     “Jones Retail” means Jones Retail Corporation, a New Jersey corporation.

     “Kasper, Ltd.” means Kasper, Ltd., a Delaware corporation.

     “L/C Commitment” means Seven Hundred Fifty Million Dollars ($750,000,000).

     “L/C Facility” means the letter of credit facility established pursuant to Article III hereof.

     “L/C Fee” shall have the meaning assigned thereto in Section 3.3(a).

     “L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

     “L/C Participants” means the collective reference to all the Lenders having a Revolving Credit Commitment other than the applicable Issuing Lender.

     “Lender” means each Person executing this Agreement as a Lender set forth on the signature pages hereto, each Assuming Lender that shall become a party hereto pursuant to Section 2.7 and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 14.10 other than any party hereto that ceases to be a party hereto pursuant to any Assignment and Acceptance.

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     “Lending Group Members” means the collective reference to (a) the Lenders party to this Agreement and (b) the lenders party to the Five-Year Credit Agreement.

     “Lending Office” means, with respect to any Lender, for Revolving Credit Loans, the office of such Lender maintaining such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans and, in the case of a Competitive Bid Loan, the office of such Lender notified by such Lender to the Agent as its Lending Office with respect to such Competitive Bid Loan.

     “Letters of Credit” shall have the meaning assigned thereto in Section 3.1.

     “LIBOR” means the rate of interest per annum determined on the basis of the rate for deposits in Dollars or an Alternative Currency (other than euro) in minimum amounts of at least $5,000,000 or the approximate Dollar Amount thereof, in the case of an Alternative Currency, for a period equal to the applicable Interest Period which appears on the Moneyline Telerate Markets Screen 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in such currency in the London interbank market) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest one hundredth of one percent (1/100%)). If, for any reason, such rate does not appear on Moneyline Telerate Markets Screen 3750, then “ LIBOR” shall be determined by the Administrative Agent to be the arithmetic average (rounded upward, if necessary, to the nearest one-hundredth of one percent (1/100%)) of the rate per annum at which deposits in Dollars or an Alternative Currency would be offered by the Reference Group in the London interbank market to the Administrative Agent as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period and in an amount substantially equal to the amount of the applicable Revolving Credit Loan or the applicable Competitive Bid Loan, as the case may be.

     “LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR RATE	=	LIBOR
		1.00 — Eurodollar Reserve Percentage

     “LIBOR Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a).

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

     “Loan” means a Revolving Credit Loan or a Competitive Bid Loan.

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     “Loan Documents” means, collectively, this Agreement, the Notes, the Applications and each other document, instrument and agreement executed and delivered by any Credit Party, its Subsidiaries or their counsel in connection with this Agreement, all as may be amended, restated, supplemented or otherwise modified.

     “Material Adverse Effect” means, with respect to the Credit Parties or any of their Subsidiaries, a material adverse effect on the business, assets, operations or financial condition of the Credit Parties and their Subsidiaries taken as a whole or the ability of any such Person to perform its obligations under the Loan Documents, in each case to which it is a party.

     “Multiemployer Plan” means a “ multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making (or has made), or is accruing (or has accrued) an obligation to make, contributions either presently or within the preceding six years.

     “Net Income” means, with respect to the Credit Parties and their Subsidiaries for any period, the Consolidated net income (or loss) of the Credit Parties and their Subsidiaries for such period determined in accordance with GAAP; provided, that there shall be excluded from net income (or loss) of a Person (the “computing Person”), the income (or loss) of any Person (other than a Subsidiary of the computing Person) in which the computing Person has an ownership interest unless received by the computing Person in a cash distribution.

     “Net Worth” means, with respect to the Credit Parties and their Subsidiaries, as of any date, the total shareholders’ equity that would appear on a Consolidated balance sheet of the Credit Parties and their Subsidiaries prepared as of such date in accordance with GAAP.

     “Nine West Footwear” means Nine West Footwear Corporation, a Delaware corporation.

     “Note” means a Revolving Credit Note or a Competitive Bid Note.

     “Notice of Account Designation” shall have the meaning assigned thereto in Section 2.2(b).

     “Notice of Competitive Bid Borrowing” shall have the meaning assigned thereto in Section 4.1.

     “Notice of Conversion/Continuation” shall have the meaning assigned thereto in Section 5.2.

     “Notice of Prepayment” shall have the meaning assigned thereto in Section 2.3(c).

     “Notice of Revolving Credit Borrowing” shall have the meaning assigned thereto in Section 2.2(a).

     “Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any

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bankruptcy or similar petition) the Loans, (b) the L/C Obligations, (c) all payment and other obligations owing by the Credit Parties to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement with any Lender or Affiliate of a Lender (which such Hedging Agreement is permitted hereunder), and (d) all other fees and commissions (including attorney’s fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders or the Administrative Agent, of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note, in each case under or in respect of this Agreement, any Note, any Letter of Credit or any of the other Loan Documents.

     “Officer’s Compliance Certificate” shall have the meaning assigned thereto in Section 8.2.

     “Operating Lease” shall mean, as to any Person, as determined in accordance with GAAP, any lease of property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

     “Other Taxes” shall have the meaning assigned thereto in Section 5.12(b).

     “Outstanding Letters of Credit” means each letter of credit described on Schedule 1.1(b) and outstanding as of the Closing Date.

     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor agency.

     “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code.

     “Permitted Investment Policy” of the Credit Parties means the investment policy of the Credit Parties as in effect on the date of this Agreement which has been approved by the Board of Directors of Jones Apparel Group, as amended, restated, supplemented or otherwise modified from time to time.

     “Permitted Lines of Business” shall have the meaning assigned thereto in Section 9.9.

     “Person” means an individual, corporation, limited liability company, partnership, association, trust, business trust, joint venture, joint stock company, pool, syndicate, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity or group thereof.

     “Pounds Sterling” means, unless otherwise qualified, pounds sterling in lawful currency of the United Kingdom.

     “Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate in effect at its principal office in Charlotte, North Carolina. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index

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or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

     “Prior Credit Agreement” shall have the meaning assigned thereto in the Preliminary Statement.

     “Prior Lenders” means, collectively, the lenders party to the Prior Credit Agreement.

     “Reference Group” shall mean the Lenders party to this Agreement on the Closing Date.

     “Register” shall have the meaning assigned thereto in Section 2.4(a).

     “Reimbursement Obligation” means the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

     “Rental Expense” means all obligations of the Credit Parties or any of their Subsidiaries for payments under Operating Leases.

     “Required Agreement Lenders” means, at any date, any combination of Lenders whose Revolving Credit Commitment Percentage equals at least fifty-one percent (51%) of the Revolving Credit Commitment or if the Revolving Credit Commitment has been terminated, any combination of Lenders who collectively hold at least fifty-one percent (51%) of the aggregate unpaid principal amount of the Extensions of Credit (other than Competitive Bid Loans).

     “Required Lenders” means, at any date, any combination of Lending Group Members whose Total Committed Percentage equals at least fifty-one percent (51%) of the Total Committed Amount.

     “Responsible Officer” means any of the following: the chairman, president, chief executive officer, chief financial officer or vice president and corporate controller of the Borrower or Jones Apparel Group or any other officer of the Borrower or Jones Apparel Group reasonably acceptable to the Administrative Agent.

     “Revolving Credit Commitment” means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to the Borrower and to participate in Letters of Credit hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1(a) hereto as such amount may be increased, reduced or modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate Revolving Credit Commitment of all Lenders to make Revolving Credit Loans, as such amount may be increased or reduced at any time or from time to time pursuant to the terms hereof. The Revolving Credit Commitment of all Lenders on the Closing Date shall be Seven Hundred Fifty Million Dollars ($750,000,000).

     “Revolving Credit Commitment Percentage” means, as to any Lender at any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Lender to (b) the Revolving Credit Commitment of all of the Lenders.

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     “Revolving Credit Facility” means the revolving credit facility established pursuant to Article II hereof.

     “Revolving Credit Loans” means any revolving loan made to the Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

     “Revolving Credit Notes” means the collective reference to the Revolving Credit Notes made by the Borrower under this Agreement payable to the order of any such Lender requesting such note, substantially in the form of Exhibit A-1 hereto, evidencing the obligation owed to such Lender under the Revolving Credit Facility, and any amendments and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part; “ Revolving Credit Note” means any of such Revolving Credit Notes.

     “Revolving Credit Termination Date” means the earliest of the dates referred to in Section 2.6.

     “SPC” shall have the meaning assigned thereto in Section 14.10(h).

     “Subordinated Debt” means the collective reference to Debt on Schedule 7.1(p) hereof designated as Subordinated Debt and any other Debt of the Credit Parties or any Subsidiary thereof subordinated in right and time of payment to the Obligations and otherwise permitted hereunder.

     “Subsidiary” means, with respect to any Person (the “ parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be Consolidated with those of the parent in the parent’s Consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent. Unless otherwise qualified references to “ Subsidiary” or “ Subsidiaries” herein shall refer to those of the Borrower.

     “Syndication Agents” means JPMorgan Chase Bank, N.A. and Citibank, N.A., each in their capacity as syndication agent hereunder, and any successor thereto.

     “Taxes” shall have the meaning assigned thereto in Section 5.12(a).

     “Termination Event” means: (a) a “ Reportable Event” described in Section 4043 of ERISA, or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “ substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any

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Pension Plan, or (f) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA.

     “Total Committed Amount” means (a) as to any Lending Group Member, the sum of (i) the Revolving Credit Commitment of such Lending Group Member (or, if such Revolving Credit Commitment has been terminated, the aggregate unpaid principal amount of all outstanding Extensions of Credit (other than Competitive Bid Loans) of such Lending Group Member) plus (ii) the Revolving Credit Commitment (as defined in the Five-Year Credit Agreement) of such Lending Group Member (or, if such Revolving Credit Commitment has been terminated, the aggregate unpaid principal amount of all outstanding Extensions of Credit (as defined in the Five-Year Credit Agreement) of such Lending Group Member) and (b) as to all Lenders, the aggregate Total Committed Amount of all Lending Group Members.

     “Total Committed Percentage” means, as to any Lending Group Member at any time, the ratio of (a) the amount of the Total Committed Amount of such Lending Group Member to (b) the aggregate Total Committed Amount of all Lending Group Members.

     “Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (signed February 7, 1992), as amended from time to time.

     “UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended, restated or otherwise modified from time to time.

     “Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (1994 Revision), International Chamber of Commerce Publication No. 500.

     “United States” means the United States of America.

     “Wachovia” means Wachovia Bank, National Association, a national banking association, and its successors.

     “Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of capital stock or other ownership interests of such Subsidiary (other than directors’ qualifying shares) are, directly or indirectly, owned or controlled by any Credit Party and/or one or more of its Wholly-Owned Subsidiaries.

SECTION 1.2. General. Unless otherwise specified, a reference in this Agreement to a particular section, subsection, Schedule or Exhibit is a reference to that section, subsection, Schedule or Exhibit of this Agreement. Terms defined in this Agreement and the Five-Year Credit Agreement shall be construed consistently and no term defined herein shall be limited or restricted by any similar definition in the Five-Year Credit Agreement nor shall any such term herein limit or restrict any similar definition in the Five-Year Credit Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall

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include the masculine, feminine and neuter. Any reference herein to “ Charlotte time” shall refer to the applicable time of day in Charlotte, North Carolina.

SECTION 1.3. Other Definitions and Provisions. (a) Use of Capitalized Terms. Unless otherwise defined therein, all capitalized terms defined in this Agreement shall have the defined meanings when used in this Agreement and the other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement.

          (b) Miscellaneous. The words “ hereof”, “ herein” and “ hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (c) Any reference or usage of the word “ amount” herein as it pertains to any Obligation denominated in an Alternative Currency shall be deemed to be a reference or usage of the term “ Dollar Amount.”

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ARTICLE II REVOLVING CREDIT FACILITY

SECTION 2.1. Revolving Credit Loans. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time from the Closing Date through the Revolving Credit Termination Date as requested by the Borrower in accordance with the terms of Section 2.2; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed the Revolving Credit Commitment less the sum of (i) all outstanding L/C Obligations and (ii) the aggregate principal amount of all Competitive Bid Loans then outstanding and (b) the principal amount of outstanding Revolving Credit Loans from any Lender to the Borrower shall not at any time exceed such Lender’s Revolving Credit Commitment less such Lender’s participations in outstanding L/C Obligations. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Termination Date.

SECTION 2.2. Procedure for Advances of Revolving Credit Loans. (a) Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached hereto as Exhibit B-1 (a “ Notice of Revolving Credit Borrowing”) not later than 11:00 a.m. (Charlotte time) (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be in an amount equal to the unused amount of the Revolving Credit Commitment, or if less, (x) with respect to Base Rate Loans in an aggregate principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof and (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether such Revolving Credit Loan is to be a LIBOR Rate Loan or Base Rate Loan, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. Notices received after 11:00 a.m. (Charlotte time) shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Revolving Credit Borrowing.

     (b) Disbursement of Revolving Credit Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice of account designation, substantially in the form of Exhibit C hereto (a “ Notice of Account Designation”), delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section 2.2 for which any Lender is responsible to the extent that such Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Revolving Credit Loan.

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SECTION 2.3. Repayment of Revolving Credit Loans. (a) Repayment on Termination Date. The Borrower shall repay the outstanding principal amount of all Revolving Credit Loans in full on the Revolving Credit Termination Date, with all accrued but unpaid interest thereon.

          (b) Mandatory Repayment of Excess Extensions of Credit. (i) If at any time the outstanding principal amount of all Revolving Credit Loans plus the sum of the Dollar Amount of (A) all outstanding L/C Obligations and (B) all Competitive Bid Loans exceeds the Revolving Credit Commitment, the Borrower shall repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Revolving Credit Loans and/or furnish cash collateral reasonably satisfactory to the Administrative Agent or repay the L/C Obligations in an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 12.2(b).

          (ii) Excess Alternative Currency Letters of Credit. If the Administrative Agent shall determine that the outstanding principal Dollar Amount of all outstanding Letters of Credit denominated in an Alternative Currency exceeds one hundred and five percent (105%) of the lesser of (A) the L/C Commitment less the sum of the outstanding principal amount of all L/C Obligations denominated in Dollars and (B) the Alternative Currency L/C Commitment, in each case as of the last Business Day of any calendar month during the term hereof, then not later than three (3) Business Days after notice of the amount of such excess from the Administrative Agent to the Borrower, the Borrower shall deposit an amount in Dollars equal to such excess with the Administrative Agent to be held as cash collateral in accordance with Section 12.2(b).

          (c) Optional Repayments. The Borrower may at any time and from time to time repay the Revolving Credit Loans, in whole or in part, upon at least three (3) Business Days’ irrevocable notice to the Administrative Agent with respect to LIBOR Rate Loans and one (1) Business Day’s irrevocable notice with respect to Base Rate Loans, in the form attached hereto as Exhibit D (a “ Notice of Prepayment”) specifying the date and amount of repayment and whether the repayment is of LIBOR Rate Loans, Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial repayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $250,000 in excess thereof with respect to Base Rate Loans and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans.

          (d) Limitation on Repayment of LIBOR Rate Loans. The Borrower may not repay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such repayment is accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

SECTION 2.4. Evidence of Debt. (a) The Administrative Agent shall maintain a register and a subaccount therein for each Lender (the “ Register”), in which shall be recorded (i) the amount of each Revolving Credit Loan made hereunder, including each Revolving Credit Loan evidenced by a Revolving Credit Note, and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

          (b) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.4(a) shall, to the extent permitted by applicable law, be prima facie

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evidence of the existence and amounts of the obligations of the Borrowers therein recorded, absent manifest error; provided, however, that the failure of the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to the Borrower in accordance with the terms of this Agreement.

          (c) The Borrower hereby agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Revolving Credit Note of such Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-1.

SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment (a) Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $5,000,000 or any whole multiple of $1,000,000 in excess thereof, provided further that the aggregate amount of the Revolving Credit Commitments of the Lenders shall not be reduced to an amount that is less than the aggregate principal Dollar Amount of the Competitive Bid Loans then outstanding.

          (b) Each permanent reduction of the Revolving Credit Commitment made pursuant to this Section 2.5 shall be accompanied, if necessary, by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced and if the Revolving Credit Commitment as so reduced is less than the aggregate amount of all outstanding Letters of Credit, the Borrower shall be required to deposit in a cash collateral account opened by the Administrative Agent an amount equal to the amount by which the aggregate then undrawn and unexpired amount of such Letters of Credit exceeds the Revolving Credit Commitment as so reduced. Any reduction of the Revolving Credit Commitment to zero (including upon termination of the Revolving Credit Facility on the Revolving Credit Termination Date) shall be accompanied by payment of all outstanding Revolving Credit Loans (and furnishing of cash collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Revolving Credit Facility. Such cash collateral shall be applied in accordance with Section 12.2(b). If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

SECTION 2.6. Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the earliest of (a) May 16, 2010, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a).

SECTION 2.7. Increase in the Aggregate Revolving Credit Commitments.

          (a) The Borrower may, at any time but in any event not more than once in any calendar year prior to the Revolving Credit Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Revolving Credit Commitments be increased by an amount of $25,000,000 or an integral multiple thereof (each a “ Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Revolving Credit Termination Date (the “ Increase Date”) as specified in the related notice to the Administrative Agent;

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provided, however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed $850,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, (x) the representations and warranties in Section 7.1 shall be true and correct and (y) no Default shall have occurred and be continuing.

          (b) The Administrative Agent shall promptly notify the Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “ Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “ Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent.

          (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more.

          (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.7(b) (each such Eligible Assignee, an “ Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.7(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:

     (i) (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase, (B) a consent from each Additional Obligor approving such Commitment Increase and (C) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent;

     (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “ Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and

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     (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.7(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (Charlotte time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

          (e) On the Increase Date, if any Revolving Credit Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 2.3) prepay Revolving Credit Loans of all or certain of the Lenders such that, after giving effect thereto, the Revolving Credit Loans (including, without limitation, the Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Revolving Credit Commitments. On and after each Increase Date, the Revolving Credit Commitment Percentage of each Lender’s participation in Letters of Credit and Revolving Credit Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase.

ARTICLE III LETTER OF CREDIT FACILITY

SECTION 3.1. L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue trade and standby letters of credit (“ Letters of Credit”) for the account of the Borrower and its specified Subsidiaries on any Business Day from the Closing Date to but not including the Revolving Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided, however, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the L/C Obligations on account of Letters of Credit denominated in an Alternative Currency would exceed the Alternative Currency L/C Commitment or (c) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of L/C Obligations and all outstanding Competitive Bid Loans would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars or an Alternative Currency, if such Letter of Credit is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than ten Business Days prior to the Revolving Credit Termination Date, and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “ issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Outstanding Letter of Credit shall be deemed to have been issued under this Agreement.

SECTION 3.2. Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that any Issuing Lender issue a Letter of Credit (or amend, extend or renew an

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outstanding Letter of Credit) by delivering to such Issuing Lender at any Issuing Lender’s office at any address mutually acceptable to the Borrower and such Issuing Lender an Application therefor, including, if applicable, the office of such Issuing Lender’s Correspondent, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any Application, such Issuing Lender shall process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article VI hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. Within fifteen (15) Business Days after the end of each month, the Administrative Agent shall report to each Lender the average daily outstandings for each day in such month for all Letters of Credit during the previous month.

SECTION 3.3. Fees and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the “ L/C Fee”) (i) with respect to each trade Letter of Credit, in an amount equal to the Applicable Margin for trade Letters of Credit times the average daily undrawn amount of such issued Letter of Credit as reported by the Administrative Agent pursuant to Section 3.2 and (ii) with respect to each standby Letter of Credit, in an amount equal to the Applicable Margin for standby Letters of Credit times the face amount of such Letter of Credit. Such fee shall be payable quarterly in arrears (x) for trade Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date and (y) for standby Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date.

          (b) In addition to the foregoing commission, the Borrower shall pay the Issuing Lenders an issuance fee of one tenth percent (1/10%) per annum on the face amount of each standby Letter of Credit, payable quarterly in arrears within fifteen (15) Business Days after the end of each calendar quarter of each calendar quarter and on the Revolving Credit Termination Date.

          (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants all fees received by the Administrative Agent in accordance with their respective Revolving Credit Commitment Percentages.

SECTION 3.4. L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s

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address for notices specified herein an amount in Dollars equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Amount of such draft, or any part thereof, which is not so reimbursed, such payment to be made by the making of a Base Rate Loan in Dollars pursuant to Section 3.5(c) below.

          (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

          (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section 3.4, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, or any payment of interest on account thereof), such Issuing Lender will distribute to such L/C Participant its pro rata share thereof in accordance with such L/C Participant’s Revolving Credit Commitment Percentage; provided, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

SECTION 3.5. Reimbursement. (a) Reimbursement by the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date the Administrative Agent notifies the Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender in connection with such payment (other than those payable pursuant to Section 3.5(b) below). Each such payment shall be made to any Issuing Lender at its address for notices specified herein (i) in Dollars if such Letter of Credit was denominated in Dollars or (ii) in Dollars or the applicable Alternative Currency, at the option of the Borrower, if such Letter of Credit was denominated in an Alternative Currency, and in each case, in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Article III from the day immediately following the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue.

          (b) Exchange Indemnification and Increased Costs. The Borrower shall, upon demand from any Issuing Lender or L/C Participant, pay to such Issuing Lender or L/C

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Participant, the amount of (i) any loss or cost or increased cost incurred by such Issuing Lender or L/C Participant, (ii) any reduction in any amount payable to or in the effective return on the capital to such Issuing Lender or L/C Participant, (iii) any currency exchange loss, in each case with respect to clauses (i), (ii) and (iii), that such Issuing Lender or L/C Participant sustains as a result of the Borrower’s repayment in Dollars of any Letter of Credit denominated in an Alternative Currency or (iv) any interest or any other return, including principal, foregone by such Issuing Lender as a result of the introduction of, change over to or operation of the euro in any member state participating in the euro. A certificate of such Issuing Lender setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Issuing Lender shall be conclusively presumed to be correct save for manifest error.

          (c) Reimbursement by the Lenders. If the Borrower fails to timely reimburse such Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount in Dollars equal to the Dollar Amount (as of the date of funding of such Base Rate Loan by each Lender) of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would violate the automatic stay under federal bankruptcy laws.

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SECTION 3.6. Obligations Absolute. The Borrower’s obligations under this Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against any Issuing Lender or any beneficiary of a Letter of Credit. The Borrower also agrees with each Issuing Lender that no Issuing Lender shall be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct. The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, shall be binding on the Borrower and shall not result in any liability of any Issuing Lender to the Borrower. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

SECTION 3.7 Effect of Application. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.

ARTICLE IV COMPETITIVE BID FACILITY

SECTION 4.1. Bidding Procedure. Each Lender severally agrees that the Borrower may make Competitive Bid Borrowings under this Section 4.1 from time to time on any Business Day during the period from the Closing Date until the date occurring 30 days prior to the Revolving Credit Termination Date in the manner set forth below; provided that, following the making of each Competitive Bid Borrowing, the aggregate Dollar Amount of all Loans and all L/C Obligations then outstanding shall not exceed the aggregate amount of the Revolving Credit Commitments of the Lenders.

     (a) The Borrower may request a Competitive Bid Borrowing under this Section 4.1 by delivering to the Administrative Agent, by telecopier or telex, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit B-2 hereto, specifying therein the requested (i) date of such proposed Competitive Bid Borrowing, (ii) aggregate amount of such proposed Competitive Bid Borrowing, (iii) interest rate basis and day count convention to be offered by the Lenders, (iv) currency of such proposed Competitive Bid Borrowing, (v) in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans, Interest Period, or in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans, maturity date for repayment of each Fixed Rate Loan to be made as part of such Competitive Bid Borrowing (which maturity date may not be earlier than the date occurring seven days

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after the date of such Competitive Bid Borrowing or later than the earlier of (A) 365 days after the date of such Competitive Bid Borrowing and (B) the Revolving Credit Termination Date), (vi) interest payment date or dates relating thereto, (vii) location of the Borrower’s account to which funds are to be advanced and (viii) other terms (if any) to be applicable to such Competitive Bid Borrowing, not later than (1) 10:00 A.M. (Charlotte time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Borrower shall specify in the Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Loans comprising any such Competitive Bid Borrowing being referred to herein as “Fixed Rate Loans”) and that the Loans comprising such proposed Competitive Bid Borrowing shall be denominated in Dollars, (2) 10:00 A.M. (Charlotte time) at least four Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Borrower shall specify in the Notice of Competitive Bid Borrowing that the Loans comprising such Competitive Bid Borrowing shall be Floating Rate Loans denominated in Dollars, (3) 10:00 A.M. (London time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Borrower shall specify in the Notice of Competitive Bid Borrowing that the Loans comprising such proposed Competitive Bid Borrowing shall be Fixed Rate Loans denominated in any Alternative Currency and (4) 10:00 A.M. (London time) at least four Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Borrower shall instead specify in the Notice of Competitive Bid Borrowing that the Loans comprising such Competitive Bid Borrowing shall be Floating Rate Loans denominated in any Alternative Currency. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Borrower. The Administrative Agent shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing.

     (b) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), (i) before 9:30 A.M. (Charlotte time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans denominated in Dollars, (ii) before 10:00 A.M. (Charlotte time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans, denominated in Dollars, (iii) before 12:00 noon (London time) on the Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans denominated in any Alternative Currency and (iv) before 12:00 noon (London time) on the third Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans denominated in any Alternative Currency, of the minimum amount and maximum amount of each Competitive Bid Loan which such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which Dollar Amounts of such proposed Competitive Bid may exceed such Lender’s Revolving Credit Commitment), the rate or rates of interest therefor and such Lender’s Applicable Lending Office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer at least 30 minutes before the time and on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If

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any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent before 10:00 A.M. (Charlotte time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. The Administrative Agent shall promptly notify the Borrower by telecopy of each such offer made by a Lender, including all information required to be provided by the Lender in such offer by this Section 4.1(b) and the identity of the Lender making such offer

     (c) The Borrower shall, in turn, (i) before 10:30 A.M. (Charlotte time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans denominated in Dollars, (ii) before 11:00 A.M. (Charlotte time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans denominated in Dollars, (iii) before 3:00 P.M. (London time) on the Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans denominated in any Alternative Currency and (iv) before 3:00 P.M. (London time) on the third Business Day prior to the date of such Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans denominated in any Alternative Currency, either:

     (x) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to that effect, or

     (y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (b) above, in its sole discretion, by giving notice to the Administrative Agent of the amount of each Competitive Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such Competitive Bid Loan pursuant to paragraph (b) above) to be made by each Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (b) above by giving the Administrative Agent notice to that effect. The Borrower shall accept the offers made by any Lender or Lenders to make Competitive Bid Loans in order of the lowest to the highest rates of interest offered by such Lenders. If two or more Lenders have offered the same interest rate, the amount to be borrowed at such interest rate will be allocated among such Lenders in proportion to the amount that each such Lender offered at such interest rate (rounded to integral multiples of $1,000,000 in a manner satisfactory to the Borrower).

     (d) If the Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is cancelled pursuant to paragraph (c)(x) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such Competitive Bid Borrowing shall not be made.

     (e) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (c)(y) above, the Administrative Agent shall in turn

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promptly notify (i) each Lender that has made an offer as described in paragraph (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (b) above have been accepted by the Borrower, (ii) each Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Loan to be made by such Lender as part of such Competitive Bid Borrowing, and (iii) each Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the conditions set forth in Section 6.4. Each Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing shall, before 12:00 noon (Charlotte time), in the case of Competitive Bid Loans to be denominated in Dollars or 11:00 A.M. (London time), in the case of Competitive Bid Loans to be denominated in any Alternative Currency, on the date of such Competitive Bid Borrowing specified in the notice received from the Administrative Agent pursuant to clause (i) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (iii) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent (x) in the case of a Competitive Bid Borrowing denominated in Dollars, at its address referred to in Section 14.1(c), in same day funds, such Lender’s portion of such Competitive Bid Borrowing in Dollars and (y) in the case of a Competitive Bid Borrowing in an Alternative Currency, at the payment office for such Alternative Currency as shall have been notified by the Administrative Agent to the Lenders prior thereto, in same day funds, such Lender’s portion of such Competitive Bid Borrowing in such Alternative Currency. Upon fulfillment of the conditions set forth in Section 6.4 and promptly after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower at the location specified by the Borrower in its Notice of Competitive Bid Borrowing. Promptly after each Competitive Bid Borrowing, the Administrative Agent will notify each Lender of the amount and tenor of the Competitive Bid Borrowing.

     (f) If the Borrower notifies the Administrative Agent that it accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (c)(y) above, such notice of acceptance shall be irrevocable and binding on the Borrower.

SECTION 4.2. Minimum Amounts. Each Competitive Bid Borrowing shall be in an aggregate Dollar Amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, following the making of each Competitive Bid Borrowing, the Borrower shall be in compliance with the limitation set forth in the proviso to the first sentence of Section 4.1 above.

SECTION 4.3. Bidding Availability. Within the limits and on the conditions set forth in this Article IV, the Borrower may from time to time borrow under this Article IV, repay or prepay pursuant to Section 4.4 below, and reborrow under this Article IV, provided that a Competitive Bid Borrowing shall not be made within three Business Days of the date of any other Competitive Bid Borrowing.

SECTION 4.4. Repayment of Competitive Bid Loans. The Borrower shall repay to the Administrative Agent for the account of each Lender that has made a Competitive Bid Loan, on the last day of its Interest Period (in the case of Floating Rate Loans) or the maturity date (in the case of Fixed Rate Loans) of each Competitive Bid Loan (such Interest Period or maturity date being that specified by the Borrower for repayment of such Competitive Bid Loan in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 4.1 (a) above and provided in

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the Competitive Bid Note evidencing such Competitive Bid Loan), the then unpaid principal amount of such Competitive Bid Loan. The Borrower shall have no right to prepay any principal amount of any Competitive Bid Loan unless, and then only on the terms, specified by the Borrower for such Competitive Bid Loan in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 4.1 (a) above and set forth in the Competitive Bid Note evidencing such Competitive Bid Loan.

SECTION 4.5. Interest on Competitive Bid Loans. The Borrower shall pay interest on the unpaid principal amount of each Competitive Bid Loan from the date of such Competitive Bid Loan to the date the principal amount of such Competitive Bid Loan is repaid in full, at the rate of interest for such Competitive Bid Loan specified by the Lender making such Competitive Bid Loan in its notice with respect thereto delivered pursuant to Section 4.1 (b) above, payable on the interest payment date or dates specified by the Borrower for such Competitive Bid Loan in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 4.1 (a) above, as provided in the Competitive Bid Note evidencing such Competitive Bid Loan. Upon the occurrence and during the continuance of an Event of Default (i) each Competitive Bid Loan denominated in an Alternative Currency shall be exchanged for a new Competitive Bid Loan for an equivalent amount of Dollars but with otherwise identical terms and conditions to the Competitive Bid Loan being exchanged and (ii) and the Borrower shall pay interest on the amount of unpaid principal of and interest on each Competitive Bid Loan owing to a Lender, payable in arrears on the date or dates interest is payable thereon, at a rate per annum equal at all times to 2% per annum above the rate per annum otherwise required to be paid on such Competitive Bid Loan under the terms of the Competitive Bid Note evidencing such Competitive Bid Loan unless otherwise agreed in such Competitive Bid Note. Computations in respect of Competitive Bid Loans shall be made by the Administrative Agent as specified in the applicable Notice of Competitive Bid Borrowing (or, in each case of Loans denominated in Alternative Currencies where market practice differs, in accordance with market practice), in each case for the actual number of days elapsed.

SECTION 4.6. Competitive Bid Notes. The indebtedness of the Borrower resulting from each Competitive Bid Loan made to the Borrower as part of a Competitive Bid Borrowing shall be evidenced by a separate Competitive Bid Note of the Borrower payable to the order of the Lender making such Competitive Bid Loan.

ARTICLE V GENERAL LOAN PROVISIONS

SECTION 5.1. Interest. (a) Interest Rate Options. Subject to the provisions of this Section 5.1, at the election of the Borrower, the aggregate principal balance of any Revolving Credit Loans shall bear interest at (i) the Base Rate plus the Applicable Margin or (ii) the LIBOR Rate plus the Applicable Margin; provided that LIBOR Rate Loans shall not be available until three (3) Business Days after the Closing Date unless the Borrower executes and delivers an indemnity in favor of the Administrative Agent and the Lenders in form and substance satisfactory to them. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2. Each Revolving Credit Loan or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan”, and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan.” Any Revolving Credit Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan.

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          (b) Interest Periods. In connection with each LIBOR Rate Loan and each Floating Rate Loan, the Borrower, by giving notice at the times described in Section 5.1(a) (or, in the case of a Floating Rate Loan, in the applicable Notice of Competitive Bid Borrowing), shall elect an interest period (each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall be a period of one (1), two (2), three (3), or six (6) months (or nine (9) or twelve (12) months or any other period if available from all Lenders) with respect to each LIBOR Rate (or, if applicable to a Floating Rate Loan, each EURIBO Rate); provided that:

     (i) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan or the date of advance of any Floating Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

     (ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

     (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

     (iv) no Interest Period shall extend beyond the Revolving Credit Termination Date; and

     (v) there shall be no more than six (6) Interest Periods for Revolving Credit Loans in effect at any time.

          (c) Default Rate. Subject to Section 12.3, at the discretion of the Administrative Agent and Required Lenders, upon the occurrence and during the continuance of an Event of Default, (i) the Borrower shall no longer have the option to request LIBOR Rate Loans, (ii) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum two percent (2%) in excess of the rate then applicable to LIBOR Rate Loans, as applicable, until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans, and (iii) all outstanding Base Rate Loans shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans. Interest shall continue to accrue on the amount of Revolving Credit Loans outstanding after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

          (d) Interest Payment and Computation. Interest on each Base Rate Loan shall be payable in arrears on the last Business Day of each calendar quarter commencing June 30, 2005; and interest on each LIBOR Rate Loan shall be payable on the last day of each Interest Period applicable thereto, and if such Interest Period exceeds three (3) months, at the end of each three (3) month interval during such Interest Period. Interest on LIBOR Rate Loans and all fees payable hereunder shall be computed on the basis of a 360-day year and assessed for the actual number of days elapsed and interest on Base Rate Loans shall be computed on the basis of a 365/66-day year and assessed for the actual number of days elapsed.

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          (e) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under any of the Loan Documents charged or collected pursuant to the terms of this Agreement or pursuant to any other Loan Document exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by Lenders in excess of the maximum lawful rate or (ii) shall apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans. Provided that no Event of Default has occurred and is then continuing, the Borrower shall have the option (a) to convert all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b), (i) to convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a whole multiple of $250,000 in excess thereof into Base Rate Loans or (ii) to continue such LIBOR Rate Loans as LIBOR Rate Loans for an additional Interest Period; provided that if any conversion or continuation is made prior to the expiration of any Interest Period, the Borrower shall pay any amount required to be paid pursuant to Section 5.10 hereof. Whenever the Borrower desires to convert or continue Revolving Credit Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Revolving Credit Loan is to be effective (except in the case of a conversion of a LIBOR Rate Loan to a Base Rate Loan in which case same day notice by the Borrower shall be sufficient) specifying (A) the Revolving Credit Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Revolving Credit Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

SECTION 5.3. Fees. (a) Facility Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, a non-refundable facility fee (the “Facility Fee”) at a rate per annum equal to the Applicable Margin on the full amount of the Revolving Credit Commitment, regardless of usage. The Facility Fee shall be payable in arrears on the last Business Day of each calendar quarter for the period commencing on the Closing Date and ending on the Revolving Credit Termination Date. The Facility Fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders’ respective Revolving Credit Commitment Percentages.

          (b) Administrative Agent’s and Other Fees. In order to compensate the Administrative Agent for its obligations hereunder, the Borrower agrees to pay to the Administrative Agent, for its account, the fees set forth in the separate fee letter agreement executed by the Borrower and the Administrative Agent dated April 26, 2005.

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SECTION 5.4. Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any other Loan Document shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the L/C Participants’ commissions shall be made in like manner, but for the account of the L/C Participants. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii), if any payment under this Agreement or any other Loan Document shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

SECTION 5.5. Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent’s fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

SECTION 5.6. Adjustments. If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations (other than in respect of Competitive Bid Loans) owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations (other than in respect of Competitive Bid Loans) owing to such other Lender, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Extensions of Credit Obligations (other than Competitive Bid Loans), or shall provide such other Lenders with the benefits of any such

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collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Extensions of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent. The obligations of the Lenders under this Agreement to make the Revolving Credit Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the proposed borrowing date in accordance with Sections 2.2(b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times (b) the daily average Federal Funds Rate during such period as determined by the Administrative Agent, times (c) a fraction the numerator of which is the number of days that elapse from and including such borrowing date to the date on which such amount not made available by such Lender in accordance with the terms hereof shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent with respect to any amounts owing under this Section 5.7 shall be conclusive, absent manifest error. If such Lender’s Revolving Credit Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the Administrative Agent with interest thereon at the rate per annum applicable to such borrowing, on demand, from the Borrower. The failure of any Lender to make available its Revolving Credit Commitment Percentage of any Revolving Credit Loan requested by the Borrower shall not relieve it or any other Lender of its obligation hereunder to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date.

SECTION 5.8. Joint and Several Liability of the Credit Parties. (a) Each of the Credit Parties is jointly and severally liable not merely as a surety but as a co-debtor for each and every Obligation. Each of the Credit Parties is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly or indirectly, of each of the Credit Parties and in consideration of the undertakings of each of the Credit Parties to accept joint and several liability for the Obligations.

          (b) Except as otherwise expressly provided herein, each Credit Party hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all advances of the Revolving Credit Loans and Letters of

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Credit made under this Agreement and the other Loan Documents, notice of occurrence of any Default or Event of Default, or of any demand for any payment under this Agreement and notice of any action at any time taken or omitted by the Administrative Agent or any Lender under or in respect of any of the Obligations hereunder. Each Credit Party hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of any of the Credit Parties and any other entity or person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Each Credit Party hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any default by any Credit Party in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by the Administrative Agent or any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Credit Party or any other entity or person primarily or secondarily liable for any Obligation. If for any reason any of the Credit Parties has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from any of the Credit Parties by reason of such Credit Party’s insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents shall nevertheless be binding on each of the other Credit Parties to the same extent as if such Credit Party at all times had been the sole obligor on such Obligations. The Obligations of each Credit Party under this Section 5.8 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Credit Party, the Administrative Agent or any Lender.

          (c) If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any of the Credit Parties, or otherwise, the provisions of this Section 5.8 will forthwith be reinstated in effect as though such payment had not been made.

          (d) Until the payment and performance in full of all the Obligations, none of the Credit Parties shall exercise and each hereby waives any rights against the other Credit Parties as a result of payment by such Credit Party hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and none of the Credit Parties will prove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; none of the Credit Parties will claim any set-off, recoupment or counterclaim against any of the other Credit Parties in respect of any liability of one Credit Party to another Credit Party. Each of the Credit Parties hereby agrees that the payment of any amounts due with respect to any indebtedness owing by any of the Credit Party to any other Credit Party is hereby subordinated to the prior payment in full in cash of the Obligations. Each Credit Party agrees that, after the occurrence and during the continuance of any Default or Event of Default hereunder, none of the Credit Parties will demand, sue for or otherwise attempt to collect any indebtedness of any other Credit Party to such Credit Party until all of the Obligations of the Credit Parties hereunder shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Credit Party shall collect, enforce or receive any amounts in respect of such indebtedness in violation of the foregoing sentence while any Obligations of the Credit Parties are still outstanding, such amounts shall be collected,

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enforced and received by such Credit Party as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of such Credit Party under the other provisions hereof.

SECTION 5.9. Changed Circumstances. (a) Circumstances Affecting LIBOR Rate Availability. If with respect to any Interest Period: (i) the Administrative Agent or any Lender (after consultation with Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in the applicable currency, in the applicable amounts are not being quoted via Moneyline Telerate Markets Screen 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits of the applicable currency in the London interbank market) or offered to the Administrative Agent or such Lender for such Interest Period; or (ii) the Required Lenders reasonably determine (which determination shall be conclusive) and notify the Administrative Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Required Lenders of funding LIBOR Rate Loans or Floating Rate Loans for such Interest Period; then the Administrative Agent shall forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Floating Rate Loans and the right of the Borrower to convert any Revolving Credit Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan or Floating Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

          (b) Laws Affecting LIBOR Rate or Floating Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the date hereof of any such Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or Floating Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Floating Rate Loans and the right of the Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan or Floating Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan or a Loan that bears interest at the Base Rate for the remainder of such Interest Period.

          (c) Increased Costs. If, after the date hereof, the introduction of, or any change in, any Applicable Law, or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with

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any request or directive (whether or not having the force of law) issued after the date hereof of such Authority, central bank or comparable agency:

     (i) shall subject any of the Lenders (or any of their respective Lending Offices) to any tax, duty or other charge with respect to any Revolving Credit Loan, Letter of Credit or Application or shall change the basis of taxation of payments to any of the Lenders (or any of their respective Lending Offices) of the principal of or interest on any Revolving Credit Loan, Letter of Credit or Application or any other amounts due under this Agreement in respect thereof (except for changes in the rate of tax on the overall net income of any of the Lenders or any of their respective Lending Offices imposed by the jurisdiction in which such Lender is organized or is or should be qualified to do business or such Lending Office is located); or

     (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance or capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any of the Lenders (or any of their respective Lending Offices) or shall impose on any of the Lenders (or any of their respective Lending Offices) or the foreign exchange and interbank markets any other condition affecting any Revolving Credit Loan; and the result of any of the foregoing is to increase the costs to any of the Lenders of maintaining any LIBOR Rate Loan or Floating Rate Loan or issuing or participating in Letters of Credit or to reduce the yield or amount of any sum received or receivable by any of the Lenders under this Agreement or under any other Loan Document in respect of a LIBOR Rate Loan or Floating Rate Loan or Letter of Credit or Application, then such Lender may promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Borrower of such fact and demand compensation therefor and, within fifteen (15) days after such notice by the Administrative Agent, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or Lenders for such increased cost or reduction. The Administrative Agent and the applicable Lender will promptly notify the Borrower of any event of which it has knowledge which will entitle such Lender to compensation pursuant to this Section 5.9(c); provided, that the Administrative Agent shall incur no liability whatsoever to the Lenders or the Borrower in the event it fails to do so. The amount of such compensation shall be determined, in the applicable Lender’s reasonable discretion, based upon the assumption that such Lender funded its Revolving Credit Commitment Percentage of the LIBOR Rate Loans or Floating Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

          (d) Mitigation Obligations; Replacement of Lenders.

          (i) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, then such Lender shall use reasonable

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efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to this Section 5.9 or Section 5.12, as the case may be, in the future and (B) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

          (ii) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.10), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a participation in a Letter of Credit is being assigned, the Issuing Lender that issued such Letter of Credit), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (C) in the case of any such assignment resulting from a claim for compensation under this Section 5.9, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 5.10. Indemnity. The Borrower hereby indemnifies each of the Lenders against any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan or Floating Rate Loan, (b) due to any failure of the Borrower to borrow on a date specified therefor in a Notice of Revolving Credit Borrowing or Notice of Continuation/Conversion or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan or Floating Rate Loan on a date other than the last day of the Interest Period therefor. The amount of such loss, cost or expense to any Lender shall be deemed to equal an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid, were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the London interbank market; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such

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Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.11. Capital Requirements. If either (a) the introduction of, or any change in, or in the interpretation of, any Applicable Law or (b) compliance with any guideline or request issued after the date hereof from any central bank or comparable agency or other Governmental Authority (whether or not having the force of law), has or would have the effect of reducing the rate of return on the capital of, or has affected or would affect the amount of capital required to be maintained by, any Lender or any corporation controlling such Lender as a consequence of, or with reference to any Lender’s Revolving Credit Commitment and other commitments of this type, below the rate which the Lender or such other corporation could have achieved but for such introduction, change or compliance, then within five (5) Business Days after written demand by any such Lender, the Borrower shall pay to such Lender from time to time as specified by such Lender additional amounts sufficient to compensate such Lender or other corporation for such reduction; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.12. Taxes. (a) Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Notes or Letters of Credit) and (ii) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or Letter of Credit to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

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          (b) Stamp and Other Taxes. In addition, the Borrower shall pay any present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans, the Letters of Credit, the other Loan Documents (hereinafter referred to as “Other Taxes”).

          (c) Indemnity. The Borrower shall indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 5.12) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate as to the amount of such payment or liability prepared by a Lender or the Administrative Agent, absent manifest error, shall be conclusive, provided that if the Borrower reasonably believes that such Taxes or Other Taxes were not correctly or legally asserted, such Lender or the Administrative Agent (as the case may be) shall use reasonable efforts to cooperate with the Borrower, at the Borrower’s expense, to obtain a refund of such Taxes or Other Taxes. Such indemnification shall be made within thirty (30) days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. If a Lender or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it promptly shall notify the Borrower of the availability of such refund and shall, within sixty (60) days after receipt of a request by the Borrower pursue or timely claim such refund at the Borrower’s expense. If any Lender or the Administrative Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender or the Administrative Agent has received payment from the Borrower hereunder, it promptly shall repay such refund (plus interest received, if any) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.12 with respect to Taxes or Other Taxes giving rise to such refund), provided that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus any penalties, interest or other charges required to be paid) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund to the relevant taxing authority.

          (d) Evidence of Payment. Within thirty (30) days after the date of any payment of Taxes or Other Taxes, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 14.1, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment satisfactory to the Administrative Agent.

          (e) Delivery of Tax Forms. Each Foreign Lender shall deliver to the Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assumption Agreement or Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms), properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each Foreign Lender further agrees to deliver to the Borrower, with a copy to the Administrative Agent, a Form W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-8BEN or W-8ECI

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that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax.

          (f) Survival. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 5.12 shall survive the payment in full of the Obligations and the termination of the Revolving Credit Commitment.

ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING

SECTION 6.1. Closing. The closing shall take place at the offices of Shearman & Sterling LLP at 10:00 a.m. on May 16, 2005 or at such other location, on such other date and at such other time as the parties hereto shall mutually agree.

SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit. The obligation of the Lenders to close this Agreement and to make the initial Revolving Credit Loans or issue the initial Letters of Credit is subject to the satisfaction or waiver of each of the following conditions:

     (a) Executed Loan Documents. This Agreement and the Revolving Credit Notes (to the extent requested as provided herein) shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Administrative Agent.

     (b) Closing Certificates; Etc.

     (i) Officers’ Certificate of the Borrower. The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the closing conditions has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

     (ii) General Certificate of each Credit Party. The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing, in the case of the Borrower, the borrowings contemplated hereunder and, in the case of each Credit Party,

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the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.

     (iii) Opinions of Counsel. The Administrative Agent shall have received favorable opinions of Ira M. Dansky, General Counsel to the Borrower, Cravath, Swaine & Moore LLP, special counsel to the Borrower, Schnader Harrison Segal & Lewis LLP, Pennsylvania counsel to the Borrower, and Drinker Biddle & Reath LLP, New Jersey counsel to the Borrower, each addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Lenders shall reasonably request.

     (c) Consents; Defaults.

     (i) Governmental and Third Party Approvals. The Borrower shall have obtained all material approvals, authorizations and consents of any Person and of all Governmental Authorities and courts having jurisdiction with respect to the transactions contemplated by this Agreement and the other Loan Documents.

     (ii) No Event of Default. No Default or Event of Default shall have occurred and be continuing.

     (d) Financial Matters.

     (i) Financial Statements. The Administrative Agent shall have received the audited Consolidated financial statements of Jones Apparel Group and its Subsidiaries for the Fiscal Year ended on December 31, 2004 and the unaudited financial statements of Jones Apparel Group and its Subsidiaries for the fiscal quarter ended on April 2, 2005.

     (ii) Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified by a Responsible Officer, that the financial projections previously delivered to the Administrative Agent were prepared in good faith based upon assumptions believed to be reasonable at the time.

     (iii) Payment at Closing; Fee Letters. The Borrower shall have paid the fees set forth or referenced in Section 5.3(c) and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, reasonable legal fees and expenses) to the Administrative Agent and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents. The Administrative Agent shall have received duly authorized and executed copies of the fee letter agreement referred to in Section 5.3(c).

     (e) Miscellaneous.

     (i) Notice of Revolving Credit Borrowing. The Administrative Agent shall have received a Notice of Revolving Credit Borrowing from the Borrower in accordance with Section 2.2(a), and a Notice of Account Designation specifying the account or accounts to which the proceeds of any Revolving Credit Loans made after the Closing Date are to be disbursed.

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     (ii) Proceedings and Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Lenders.

     (iii) Investment Policy. The Borrower shall have delivered to the Administrative Agent a true and complete copy of the investment policy referenced in Section 11.4(b) in form and content reasonably acceptable to the Administrative Agent.

     (f) Refinancing. On the Closing Date hereunder, (i) all outstanding loans under the Prior Credit Agreement (“Existing Loans”) shall be replaced by Revolving Credit Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Closing Date, reflect the Revolving Credit Commitment of the Lenders hereunder, (ii) all outstanding letters of credit issued pursuant to the Prior Credit Agreement shall be deemed Letters of Credit hereunder and each Lender shall purchase a participation therein pursuant to Section 3.4 in accordance with its Revolving Credit Commitment Percentage, (iii) there shall have been paid in cash in full all accrued but unpaid interest due on the Existing Loans up to but excluding the Closing Date, (iv) there shall have been paid in cash in full all accrued but unpaid fees due under the Prior Credit Agreement up to but excluding the Closing Date and all other amounts, costs and expenses then owing to any of the Prior Lenders and/or any Agent, as agent under the Prior Credit Agreement, in each case to the satisfaction of such Agent or Prior Lender, as the case may be, regardless of whether or not such amounts would otherwise be due and payable at such time pursuant to the terms of the Prior Credit Agreement, (v) all outstanding promissory notes issued by the Borrower to the Prior Lenders under the Prior Credit Agreement shall be deemed canceled and the originally executed copies thereof shall be canceled and promptly returned to the Administrative Agent who shall promptly forward such notes to the Borrower and (vi) the commitments and, except as expressly set forth in the Prior Credit Agreement, other obligations and rights of the Borrower and the Prior Lenders shall be terminated without any further action hereunder or thereunder.

SECTION 6.3. Conditions to Extensions of Credit. The obligations of the Lenders to make any Extensions of Credit (other than Competitive Bid Loans) are subject to the satisfaction of the following conditions precedent on the relevant borrowing or issue date, as applicable:

     (a) Continuation of Representations and Warranties. The representations and warranties contained in Article VII shall be true and correct on and as of such borrowing or issuance date with the same effect as if made on and as of such date; except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

     (b) No Existing Default. No Default or Event of Default shall have occurred and be continuing hereunder (i) on the borrowing date with respect to such Revolving Credit Loan or after giving effect to the Revolving Credit Loans to be made on such date or (ii) on the issue, extension or renewal date with respect to such Letter of Credit or after giving effect to such Letter of Credit on such date.

SECTION 6.4. Conditions Precedent to Each Competitive Bid Borrowing. The obligation of each Lender that is to make a Competitive Bid Loan on the occasion of a Competitive Bid Borrowing to make such Competitive Bid Loan as part of such Competitive Bid Borrowing is

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subject to the conditions precedent that (i) the Agent shall have received the written confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on or before the date of such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note payable to the order of such Lender for each of the one or more Competitive Bid Loans to be made by such Lender as part of such Competitive Bid Borrowing, in a principal amount equal to the principal amount of the Competitive Bid Loan to be evidenced thereby and otherwise on such terms as were agreed to for such Competitive Bid Loan in accordance with Section 4.1, and (iii) on the date of such Competitive Bid Borrowing:

     (a) Continuation of Representations and Warranties. The representations and warranties contained in Article VII shall be true and correct on and as of such borrowing with the same effect as if made on and as of such date; except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

     (b) No Existing Default. No Default or Event of Default shall have occurred and be continuing hereunder on the borrowing date with respect to such Competitive Bid Loan or after giving effect to the Competitive Bid Loans to be made on such date.

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

SECTION 7.1. Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and Lenders that:

     (a) Organization; Power; Qualification. Each of the Credit Parties and their Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (b) Ownership. Each Subsidiary of each of the Credit Parties as of the Closing Date is listed on Schedule 7.1(b). As of the Closing Date, the capitalization of the Credit Parties and their Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 7.1(b). As of the Closing Date, all outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The shareholders of the Subsidiaries of the Credit Parties and the number of shares owned by each as of the Closing Date are described on Schedule 7.1(b). As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of capital stock of the Credit Parties or their Subsidiaries, except as described on Schedule 7.1(b).

     (c) Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with

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their respective terms. Each of the Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

     (d) Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by the Credit Parties and their Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the borrowings hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any of the Credit Parties or any of their Subsidiaries to obtain any Governmental Approval not otherwise already obtained or violate any Applicable Law relating to the Credit Parties or any of their Subsidiaries, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Credit Parties or any of their Subsidiaries or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person except as could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any material Lien upon or with respect to any property now owned or hereafter acquired by such Person.

     (e) Compliance with Law; Governmental Approvals. Other than with respect to environmental matters, which are treated exclusively in Section 7.1(h) hereof, each of the Credit Parties and their Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, and (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties; in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (f) Tax Returns and Payments. Each of the Credit Parties and their Subsidiaries has timely filed or caused to be timely filed all federal and state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except (a) taxes that are being contested in good faith by appropriate proceedings and for which such Credit Party or Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. No Governmental Authority has asserted any material Lien or other claim against the Credit Parties or any Subsidiary thereof with respect to unpaid taxes (except for taxes not yet due) which has not been discharged or resolved.

     (g) Intellectual Property Matters. Each of the Credit Parties and its Subsidiaries owns or possesses rights to use all franchises, licenses, copyrights, copyright

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applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. No event has occurred which, to the knowledge of the Credit Parties, permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and, to the knowledge of the Credit Parties, neither the Credit Parties nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except as could not reasonably be expected to have a Material Adverse Effect.

     (h) Environmental Matters. Except as could not reasonably be expected to have a Material Adverse Effect:

     (i) The properties of the Credit Parties and their Subsidiaries do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could give rise to liability under applicable Environmental Laws;

     (ii) The properties of the Credit Parties and their Subsidiaries and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or about such properties or such operations in amounts or concentrations which could reasonably be expected to interfere with the continued operation of such properties;

     (iii) Neither any of the Credit Parties nor any Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, nor does any of the Credit Parties or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened;

     (iv) To the knowledge of the Credit Parties, Hazardous Materials have not been transported or disposed of from the properties of the Credit Parties or any of their Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, Environmental Laws, nor, to the knowledge of the Credit Parties, have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner which could reasonably be expected to give rise to liability under, any Environmental Laws;

     (v) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Credit Parties, threatened, under any Environmental Law to which any of the Credit Parties or any Subsidiary thereof will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the properties or operations of the Credit Parties and their Subsidiaries; and

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     (vi) To the knowledge of the Credit Parties, there has been no release, or to the best of the Credit Parties’ knowledge, the threat of release, of Hazardous Materials at or from the properties of the Credit Parties or any of their Subsidiaries, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

(i) ERISA.

     (i) Each of the Credit Parties and each ERISA Affiliate is in compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except where any such non-compliance could not reasonably be expected to have a Material Adverse Effect. Except for any failure that would not reasonably be expected to have a Material Adverse Effect, each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability that could reasonably be expected to result in a Material Adverse Effect has been incurred by the Credit Parties or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;

     (ii) No accumulated funding deficiency (as defined in Section 412 of the Code) has been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan;

     (iii) Neither the Credit Parties nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required installment or other required payment under Section 412 of the Code except where any of the foregoing individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect;

     (iv) No Termination Event that could reasonably be expected to result in a Material Adverse Effect has occurred or is reasonably expected to occur; and

     (v) No proceeding, claim, lawsuit and/or investigation is existing or, to the knowledge of the Credit Parties, threatened concerning or involving any Employee Benefit Plan that could reasonably be expected to result in a Material Adverse Effect.

     (j) Margin Stock. Neither the Credit Parties nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock, unless the Credit Parties shall have given the Administrative Agent and Lenders prior notice of such event and such other information as is reasonably necessary to permit the Administrative Agent and Lenders to comply, in a timely fashion, with all reporting obligations required by Applicable Law, or for any purpose which

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violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

     (k) Government Regulation. Neither the Credit Parties nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940, as amended) and neither the Credit Parties nor any Subsidiary thereof is, or after giving effect to any Extension of Credit will be, subject to regulation under the Public Utility Holding Company Act of 1935 or the Interstate Commerce Act, each as amended.

     (l) Burdensome Provisions. Neither the Credit Parties nor any Subsidiary thereof is a party to any indenture, agreement, lease or other instrument, or subject to any corporate or partnership restriction, Governmental Approval or Applicable Law which is so unusual or burdensome as in the foreseeable future could be reasonably expected to have a Material Adverse Effect. The Credit Parties and their Subsidiaries do not presently anticipate that future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect.

     (m) Financial Statements. The (i) Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of December 31, 2004, and the related statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended and (ii) unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of April 2, 2005, and related unaudited interim statements of income, stockholders’ equity and cash flows, copies of which have been furnished to the Administrative Agent and each Lender, are complete in all material respects and fairly present in all material respects the assets, liabilities and financial position of Jones Apparel Group and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended, subject to normal year end adjustments. All such financial statements, including the related notes thereto, have been prepared in accordance with GAAP.

     (n) No Material Adverse Change. Since the later to occur of (i) December 31, 2004 or (ii) the date of the most recently delivered audited financial statements of Jones Apparel Group and its Subsidiaries, there has been no Material Adverse Effect.

     (o) Liens. None of the properties and assets of the Credit Parties or any Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to Section 11.3.

     (p) Debt and Guaranty Obligations. Schedule 7.1(p) is a complete and correct listing of all Debt and Guaranty Obligations of the Credit Parties and their Subsidiaries as of the Closing Date in excess of $5,000,000.

     (q) Litigation. Except for matters existing on the Closing Date and set forth on Schedule 7.1(q), there are no actions, suits or proceedings pending nor, to the knowledge of the Credit Parties, threatened against or affecting the Credit Parties or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority, which could reasonably be expected to have a Material Adverse Effect or which relate to the enforceability of any Loan Documents.

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     (r) Absence of Defaults. To the knowledge of the Credit Parties, no event has occurred and is continuing which constitutes a Default or an Event of Default.

     (s) Accuracy and Completeness of Information. The Credit Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which they or any of their Subsidiaries are subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The written information, taken as a whole, furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 7.2. Survival of Representations and Warranties, Etc. All representations and warranties set forth in this Article VII and all representations and warranties contained in any certificate delivered in connection with this Agreement, or any of the Loan Documents (including but not limited to any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date, shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VIII FINANCIAL INFORMATION AND NOTICES

          Until all the Obligations (other than Obligations under Hedging Agreements) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will furnish or cause to be furnished to the Administrative Agent (which the Administrative Agent will promptly furnish to the Lenders at their respective addresses as set forth on Schedule 1.1(a), or such other office as may be designated to the Administrative Agent from time to time):

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SECTION 8.1. Financial Statements and Projections. (a) Quarterly Financial Statements. As soon as practicable and in any event within forty-five (45) days after the end of the first three fiscal quarters of each Fiscal Year, an unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the preceding Fiscal Year and prepared by Jones Apparel Group in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a Responsible Officer to present fairly in all material respects the financial condition of Jones Apparel Group and its Subsidiaries as of their respective dates and the results of operations of Jones Apparel Group and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments.

          (b) Annual Financial Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, an audited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by a nationally recognized independent certified public accounting firm in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by Jones Apparel Group or any of its Subsidiaries or with respect to accounting principles followed by Jones Apparel Group or any of its Subsidiaries not in accordance with GAAP.

SECTION 8.2. Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Section 8.1(a) or (b) a certificate of a Responsible Officer in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

SECTION 8.3. Accountants’ Certificate. At each time financial statements are delivered pursuant to Section 8.1(b), a certificate of the independent public accountants certifying such financial statements addressed to the Administrative Agent for the benefit of the Lenders:

     (a) stating that in making the examination necessary for the certification of such financial statements, they obtained no knowledge of any Default or Event of Default or, if such is not the case, specifying such Default or Event of Default and its nature and period of existence; and

     (b) including the calculations prepared by such accountants required to establish whether or not the Credit Parties and their Subsidiaries are in compliance with the financial covenants set forth in Article X hereof as at the end of each respective period.

SECTION 8.4. Other Reports. (a) Promptly but in any event within ten (10) Business Days after the filing thereof, a copy of (i) each report or other filing made by the Credit Parties or any or their Subsidiaries with the Securities and Exchange Commission and required by the Securities and Exchange Commission to be delivered to the shareholders of the Credit Parties or any or their

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Subsidiaries, (ii) each report made by the Credit Parties or any of their Subsidiaries to the Securities and Exchange Commission on Form 8-K and (iii) each final registration statement of the Credit Parties or any of their Subsidiaries filed with the Securities and Exchange Commission, except in connection with pension plans and other employee benefit plans; and

          (b) Such other information regarding the operations, business affairs and financial condition of the Credit Parties or any of their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

SECTION 8.5. Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after a principal officer of the Credit Parties obtains knowledge thereof) telephonic (confirmed in writing) or written notice of:

     (a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Credit Parties or any Subsidiary thereof or any of their respective properties, assets or businesses which in the reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect;

     (b) any notice of any violation received by the Credit Parties or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to have a Material Adverse Effect;

     (c) any Default or Event of Default; and

     (d) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Credit Parties or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by the Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Credit Parties obtaining knowledge or reason to know that the Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA.

SECTION 8.6. Accuracy of Information. All written information, reports, statements and other papers and data furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender (other than financial forecasts) whether pursuant to this Article VIII or any other provision of this Agreement, shall be, at the time the same is so furnished, true and complete in all material respects.

ARTICLE IX AFFIRMATIVE COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner provided for in Section 14.11, the Credit Parties will, and will cause each of their Subsidiaries to:

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SECTION 9.1. Preservation of Corporate Existence and Related Matters. Except as permitted by Section 11.5, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction where the nature and scope of its activities require it to so qualify under Applicable Law in which the failure to so qualify would have a Material Adverse Effect.

SECTION 9.2. Maintenance of Property. Protect and preserve all properties useful in and material to its business, including copyrights, patents, trade names and trademarks; maintain in good working order and condition all buildings, equipment and other tangible real and personal property material to the conduct of its business, ordinary wear and tear excepted; and from time to time make or cause to be made all renewals, replacements and additions to such property necessary for the conduct of its business, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

SECTION 9.3. Insurance. Maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law including, without limitation, hazard and business interruption coverage.

SECTION 9.4. Accounting Methods and Financial Records. Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.

SECTION 9.5. Payment and Performance of Obligations. Pay and perform all Obligations under this Agreement and the other Loan Documents, and pay (a) all material taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) subject to the thresholds and other limitations set forth in Section 12.1(f) or Section 12.1(g), all other material indebtedness, obligations and liabilities in accordance with customary trade practices; provided, that the Credit Parties or such Subsidiary may contest any item described in clause (a) or (b) of this Section 9.5 in good faith so long as adequate reserves are maintained with respect thereto to the extent required by GAAP. It is expected that all payments in respect of the Obligations, the Existing Debt Securities and the Additional Debt Securities will be made by the Borrower.

SECTION 9.6. Compliance With Laws and Approvals. Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to observe or comply could not reasonably be expected to have a Material Adverse Effect.

SECTION 9.7. Environmental Laws. In addition to and without limiting the generality of Section 9.6, (a) comply with, and use best efforts to ensure such compliance by all tenants and subtenants, with all applicable Environmental Laws and obtain and comply with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except where the failure to comply could not reasonably have a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding

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Environmental Laws except (i) where the failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) to the extent the Credit Parties or any of their Subsidiaries are contesting, in good faith, any such requirement, order or directive before the appropriate Governmental Authority so long as adequate reserves are maintained with respect thereto to the extent required by GAAP, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Credit Parties or such Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor.

SECTION 9.8. Compliance with ERISA. In addition to and without limiting the generality of Section 9.6, (a) comply with all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, (b) not take any action or fail to take action the result of which would result in a liability to the PBGC or to a Multiemployer Plan in an amount that could reasonably be expected to have a Material Adverse Effect, and (c) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan concerning compliance with this covenant as may be reasonably requested by the Administrative Agent.

SECTION 9.9. Conduct of Business. Engage only in businesses in substantially the same fields as the businesses conducted on the Closing Date (including, without limitation, the apparel, footwear, handbags, accessories, jewelry, denim and cosmetics or other women’s accoutrements industries generally) and in lines of business reasonably related thereto (collectively, “Permitted Lines of Business”), or as otherwise permitted pursuant to the terms of this Agreement.

SECTION 9.10. Visits and Inspections. Permit representatives of the Administrative Agent or any Lender, from time to time upon reasonable prior notice to visit and inspect its properties; inspect and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects.

SECTION 9.11. Use of Proceeds. The Credit Parties shall use the proceeds of the Loans and the Letters of Credit to (a) refinance certain existing Debt, (b) for working capital and general corporate purposes of the Credit Parties and their Subsidiaries, including acquisitions and stock repurchases, and (c) the payment of certain fees and expenses incurred in connection with the transactions contemplated hereby or thereby.

ARTICLE X FINANCIAL COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties and their Subsidiaries on a Consolidated basis will not:

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SECTION 10.1. Interest Coverage Ratio. As of the end of any fiscal quarter, permit the ratio (the “Interest Coverage Ratio”) of (a) EBITDAR for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date to (b) the sum of (i) Interest Expense paid or payable in cash and (ii) Rental Expense, both for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date, to be less than 2.75 to 1.0.

SECTION 10.2. Minimum Net Worth. As of the end of any fiscal quarter, permit Consolidated Net Worth to be less than $1,750,000,000.

ARTICLE XI NEGATIVE COVENANTS

          Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment has expired or been terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will not and will not permit any of their Subsidiaries to:

SECTION 11.1. Limitations on Debt and Guaranty Obligations. Create, incur, assume or suffer to exist any Debt, including Guaranty Obligations, except:

     (a) the Obligations of the Credit Parties;

     (b) the Five-Year Credit Agreement Obligations;

     (c) Debt existing on the Closing Date (other than the Five-Year Credit Agreement Obligations), including the Debt as set forth on Schedule 7.1(p);

     (d) Debt in the form of additional credit facilities of the Credit Parties or their Subsidiaries for borrowings denominated in currencies other than Dollars; provided that the equivalent Dollar Amount of the aggregate commitment thereunder does not exceed $50,000,000 on any date of determination;

     (e) Debt of the Credit Parties and their Subsidiaries, not otherwise permitted under this Section 11.1, incurred in connection with (i) Capitalized Leases, (ii) purchase money Debt, (iii) Debt of a Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by any Credit Party or otherwise became a Subsidiary of such Credit Party, or Debt assumed by a Credit Party or a Subsidiary thereof in connection with an asset acquisition which Debt was outstanding prior to the date of such asset acquisition (in each case, other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of such Credit Party or was otherwise acquired by such Credit Party or pursuant to which such assets were acquired) and (iv) any other unsecured Debt of the Subsidiaries of the Credit Parties in an aggregate outstanding amount (excluding any attributable Debt from the sale leaseback transaction involving the Credit Parties’ distribution warehouse at South Hill, Virginia) not to exceed fifteen percent (15%) of Consolidated Net Worth of the Credit Parties and their Subsidiaries on any date of determination;

     (f) additional Debt of the Credit Parties, not otherwise permitted under this Section 11.1, arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements (the

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“Additional Debt Securities”) (including in connection with the issuance of exchange securities in connection with any exchange offer registered under the Securities Act of 1933, as amended, following a private placement of Additional Debt Securities) so long as no Default or Event of Default exists on the date any such Additional Debt Security is created or arises as a result of any borrowing thereunder;

     (g) other Debt of the Credit Parties, not otherwise permitted under this Section 11.1, in an aggregate outstanding amount not to exceed $300,000,000 on any date of determination;

     (h) Debt of the Credit Parties to any Subsidiary or any other Credit Party and of any Subsidiary to the Credit Parties or any other Subsidiary;

     (i) Debt incurred in respect of the extension, renewal, refinancing, replacement or refunding (collectively, the “refinancing”) of Debt incurred pursuant to clause (a), (b), (c) or (e); provided, that (i) such Debt is an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) not in excess of the sum of (x) the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being refinanced and (y) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing, (ii) the average life of such Debt is equal to or greater than the average life of the Debt being refinanced, (iii) the stated maturity of such Debt is no earlier than the stated maturity of the Debt being refinanced; and (iv) the new Debt shall not be senior in right of payment to the Debt that is being refinanced; provided, that none of the Debt permitted to be incurred by this Section shall expressly restrict, limit or otherwise encumber (unless such restriction, limitation or other encumbrance is a Permitted Encumbrance (as defined below)), the ability of any Subsidiary of the Credit Parties to make any payment to the Credit Parties or any of their Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Credit Parties to pay the Obligations. For purposes of this Section 11.1, with regard to any Debt, a “Permitted Encumbrance” shall mean any restriction, limitation or other encumbrance that applies solely if a default or event of default (other than a default resulting solely from the breach of a representation or warranty) occurs and is continuing under such Debt; provided further that, with respect to any default or event of default (other than a payment default, including as a result of acceleration, or a bankruptcy event with respect to the obligor of such Debt), such encumbrance or restriction may not prohibit dividends to the Credit Parties or any Subsidiary thereof to pay the Obligations for more than one hundred eighty (180) days in any consecutive three hundred sixty (360) day period; and

     (j) Debt incurred in connection with the Permitted Investment Policy as in effect on the date hereof.

SECTION 11.2. [Reserved].

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SECTION 11.3. Limitations on Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (including without limitation shares of capital stock or other ownership interests), real or personal, whether now owned or hereafter acquired, except:

     (a) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) 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;

     (b) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings;

     (c) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation or obligations under customer service contracts;

     (d) Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which do not, in any case, materially detract from the value of such property or materially impair the use thereof in the ordinary conduct of business;

     (e) Liens of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;

     (f) Liens incurred in the ordinary course of business securing Debt of the Credit Parties permitted under Section 11.1 not to exceed $75,000,000 in the aggregate outstanding in addition to Liens existing on the Closing Date;

     (g) Liens existing on any property or asset prior to the acquisition thereof by the Credit Parties or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary or is merged with or into the Credit Parties or any Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary or is so merged;

     (h) Liens in existence on the Closing Date and described on Schedule 11.3;

     (i) Liens securing Debt incurred in connection with Capitalized Leases and purchase money Debt permitted under Section 11.1(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the related asset, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt, (iii) the amount of Debt secured thereby is not increased and (iv) the principal amount of Debt secured by any such Lien shall at no time exceed one hundred percent (100%) of the original purchase price of such property at the time it was acquired;

     (j) Liens incurred to secure appeal bonds and judgment and attachment Liens in respect of judgments or orders that do not constitute an Event of Default under Section 12.1(m);

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     (k) 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 deposit accounts or other funds maintained with a creditor depository institution;

     (l) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (m) Liens arising in the ordinary course of business that do not secure monetary obligations;

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

     (o) Liens securing Debt or other obligations between the Credit Parties and a Subsidiary or between Subsidiaries or Credit Parties;

     (p) Liens granted to any bank or other institution securing the payments to be made to such bank or other institution by the Credit Parties or a Subsidiary of the Credit Parties pursuant to any Hedging Agreement; provided that, such agreements are entered into in, or are incidental to, the ordinary course of business;

     (q) The refinancing of any Lien referred to in clause (g), (h), (i) or (p) provided, that the principal amount of Debt (or, if incurred with original issue discount, an aggregate issue price) secured thereby and not otherwise authorized by clause (g), (h), (i) or (p) shall not exceed the principal amount of Debt (or if incurred without original issue discount, the aggregate accreted value) plus any fees and expenses, including premiums and defeasance costs, payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding; and

     (r) Liens incurred in connection with the Permitted Investment Policy as in effect on the date hereof.

SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, “Investments”) except:

     (a) Investments in Subsidiaries existing on the Closing Date and the other existing loans, advances and Investments described on Schedule 11.4;

     (b) Investments made in accordance with the Permitted Investment Policy;

     (c) Investments by the Credit Parties or any Subsidiary in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of

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business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Jones Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Jones Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregate;

     (d) Investments (other than acquisitions) in the Permitted Lines of Business;

     (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregate;

     (f) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and

     (g) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

SECTION 11.5. Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except so long as no Default or Event of Default has occurred and is continuing, or would result therefrom:

     (a) any Credit Party may merge or consolidate with or into any Person; provided that (i) such Credit Party shall be the survivor of such merger or consolidation or (ii) the survivor assumes and succeeds to the Obligations of such Credit Party pursuant to an assumption agreement in form reasonably satisfactory to the Administrative Agent and the Required Lenders;

     (b) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Credit Parties;

     (c) any Wholly-Owned Subsidiary may merge or consolidate with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 11.4(b), (c) or (d);

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     (d) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any Credit Party; provided that, such Credit Party is the survivor of such merger or consolidation; and

     (e) any Credit Party may merge or consolidate with or into any other Credit Party.

SECTION 11.6. Limitations on Sale or Transfer of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets, whether now owned or hereafter acquired (collectively, “sale”), except for the following:

     (a) the sale of inventory or the factoring of accounts receivable in the ordinary course of business;

     (b) the sale of obsolete assets no longer used or usable in the business of the Credit Parties or any of their Subsidiaries;

     (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

     (d) the sale of assets between the Credit Parties and any Subsidiary or between Subsidiaries or Credit Parties;

     (e) the sale of any other assets of the Credit Parties and their Subsidiaries outside the ordinary course of business so long as the total fair market value for all such sales on and after the Closing Date on an aggregate basis does not at any time exceed thirty-three percent (33%) of Consolidated Net Worth; and

     (f) the sale of assets purchased in accordance with the Permitted Investment Policy as in effect on the date hereof.

SECTION 11.7. Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its capital stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock, or make any change in its capital structure that could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Credit Parties may pay dividends solely in shares of their own capital stock or other ownership interest (including dividends consisting of rights to purchase such capital stock or other ownership interest), (b) any Subsidiary may pay dividends or make distributions to the Credit Parties or any Wholly-Owned Subsidiary of the Credit Parties, (c) any Credit Party may pay dividends or make distributions to any other Credit Party and (d) as long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) the Credit Parties may declare and pay dividends on shares of their capital stock or other ownership interests, (ii) the Credit Parties or any Subsidiary may redeem shares of their capital stock or other ownership interest pursuant to a plan approved by the Board of Directors of the Credit Parties or such Subsidiary, as applicable and (iii) the Credit Parties or any Subsidiary may take any action otherwise prohibited by this Section 11.7.

SECTION 11.8. Transactions with Affiliates. Directly or indirectly enter into, or be a party to, any transaction with any of its Affiliates, except (i) on terms that are no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not its Affiliate, (ii) without limiting any other provision of this Agreement, in connection with any acquisition otherwise

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permitted pursuant to the terms of this Agreement or (iii) for transactions between Credit Parties or between Credit Parties and Subsidiaries of Credit Parties.

SECTION 11.9. Changes in Fiscal Year End. Change its Fiscal Year.

SECTION 11.10. Amendments; Payments and Prepayments of Material Debt and Subordinated Debt. Upon the occurrence and continuation of a Default or an Event of Default, amend or modify (or permit the modification or amendment of) in any manner materially adverse to the Lenders any of the terms or provisions of any Debt in excess of $25,000,000, including without limitation the Additional Debt Securities, if any, or any Subordinated Debt, or cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Subordinated Debt.

ARTICLE XII DEFAULT AND REMEDIES

SECTION 12.1. Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or otherwise:

     (a) Default in Payment of Principal of Loans and Reimbursement Obligations. The Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

     (b) Other Payment Default. The Borrower shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation (other than any Obligation under any Hedging Agreement), and such default shall continue unremedied for three (3) Business Days.

     (c) Misrepresentation. Any representation or warranty made or deemed to be made by the Credit Parties or any of their Subsidiaries, if applicable, under this Agreement, any Loan Document or any amendment hereto or thereto, shall at any time prove to have been incorrect or misleading in any material respect when made or deemed made.

     (d) Default in Performance of Certain Covenants. Any of the Credit Parties shall default in the performance or observance of any covenant or agreement contained in Article X or XI of this Agreement.

     (e) Default in Performance of Other Covenants and Conditions. Any of the Credit Parties or any Subsidiary thereof, if applicable, shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for otherwise in this Section 12.1) or any other Loan Document and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Administrative Agent.

     (f) Hedging Agreement. Any termination payments in an amount greater than $35,000,000 shall be due by any Credit Party under any Hedging Agreement and such amount is not paid within thirty (30) Business Days of the due date thereof.

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     (g) Debt Cross-Default. Any of the Credit Parties or any of their Subsidiaries shall (i) default in the payment of principal or interest on any Debt (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Debt is in excess of $35,000,000, including, without limitation, the obligations under the Five-Year Credit Agreement, beyond the period of grace if any, provided in the instrument or agreement under which such Debt was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Debt (other than the Loans or any Reimbursement Obligation), including, without limitation, the obligations under the Five-Year Credit Agreement and any other documents executed in connection therewith, the aggregate outstanding amount of which Debt is in excess of $35,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Debt (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, any such Debt to become due prior to its stated maturity (any applicable grace period having expired).

     (h) Change in Control. Any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended), other than a Credit Party or any Subsidiary thereof, shall obtain ownership or control in one or more series of transactions of more than thirty-three and one-third percent (33.33%) of the common stock or thirty-three and one-third percent (33.33%) of the voting power of any Credit Party entitled to vote in the election of members of the Board of Directors of such Credit Party or there shall have occurred under any indenture or other instrument evidencing any debt in excess of $35,000,000 any “change in control” (as defined in such indenture or other evidence of debt) obligating the Borrower to repurchase, redeem or repay all or any part of the debt or capital stock provided for therein (any such event, a “Change in Control”). Further, except as set forth in Section 11.5, Jones Apparel Group shall at all times own 100% of the capital stock of Jones Apparel Group Holdings and Jones Apparel Group Holdings shall at all times own 100% of the capital stock of the Borrower.

     (i) Voluntary Bankruptcy Proceeding. Any Credit Party or any Subsidiary thereof shall (i) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (ii) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

     (j) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and such case

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or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered.

     (k) [Reserved]

     (l) Termination Event. The occurrence of any of the following events: (i) the Borrower or any ERISA Affiliate fails to make full payment to an Employee Benefit Plan when due (after giving effect to any applicable grace period) of contributions in excess of $2,000,000, (ii) an accumulated funding deficiency in excess of $2,000,000 occurs or exists, whether or not waived, with respect to any Pension Plan or (iii) a Termination Event that could reasonably be expected to result in liability in excess of $5,000,000 to the Borrower or any ERISA Affiliate.

     (m) Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments to exceed $35,000,000 in any Fiscal Year shall be entered against any Credit Party or any Subsidiary thereof by any court and such judgment or order shall continue without discharge or stay for a period of thirty (30) days.

SECTION 12.2. Remedies. Upon the occurrence of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Credit Parties:

     (a) Acceleration; Termination of Facilities. Declare the principal of and interest on the Loans, the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (other than any Hedging Agreement) (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and all other Obligations (other than Obligations owing under any Hedging Agreement), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j) with respect to the Credit Parties, the Credit Facility shall be automatically terminated and all Obligations (other than obligations owing under any Hedging Agreement) shall automatically become due and payable.

     (b) Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, require the Borrower at such time to deposit or cause to be deposited in a cash collateral account opened by the Administrative Agent an amount equal to the Dollar Amount of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations. After all such Letters

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of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be promptly returned to the Borrower.

     (c) Rights of Collection. Exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Obligations.

SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the Loan Documents or that may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Credit Parties, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

ARTICLE XIII THE ADMINISTRATIVE AGENT

SECTION 13.1. Appointment. Each of the Lenders hereby irrevocably designates and appoints Wachovia as Administrative Agent of such Lender under this Agreement and the other Loan Documents for the term hereof and each such Lender irrevocably authorizes Wachovia as Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or such other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Loan Documents or otherwise exist against the Administrative Agent. Any reference to the Administrative Agent in this Article XIII shall be deemed to refer to the Administrative Agent solely in its capacity as Administrative Agent and not in its capacity as a Lender.

SECTION 13.2. Delegation of Duties. The Administrative Agent may execute any of its respective duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by the Administrative Agent with reasonable care.

SECTION 13.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in

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connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

SECTION 13.4. Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the holder of any Revolving Credit Loan as the owner thereof for all purposes unless such Revolving Credit Loan shall have been transferred in accordance with Section 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, the Required Agreement Lenders or all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, the Required Agreement Lenders or all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

SECTION 13.5. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders, except to the extent that other provisions of this Agreement expressly require that any such action be taken or not be taken only with the consent and authorization or the request of the Lenders, the Required Agreement Lenders or Required Lenders, as applicable.

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SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

SECTION 13.7. Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such and (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the respective amounts of their Revolving Credit Commitment Percentage from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans or any Reimbursement Obligation) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent they result from the Administrative Agent’s bad faith, gross negligence or willful misconduct. The agreements in this Section 13.7 shall survive the payment of the Loans, any Reimbursement Obligation and all other amounts payable hereunder and the termination of this Agreement.

SECTION 13.8. The Administrative Agent in Its Individual Capacity. The Administrative Agent and its respective Subsidiaries and Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not an Administrative Agent hereunder. With respect to any Loans made or renewed by it and with respect to any Letter of Credit issued by it or participated in by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

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SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent. Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Credit Parties (so long as no Default or Event of Default has occurred and is continuing), to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Lenders, been approved (so long as no Default or Event of Default has occurred and is continuing) by the Credit Parties or have accepted such appointment within thirty (30) days after the Administrative Agent’s giving of notice of resignation, then the Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent reasonably acceptable to the Credit Parties (so long as no Default or Event of Default has occurred and is continuing), which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 13.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

SECTION 13.10. Syndication and Documentation Agents. Each Syndication Agent in its capacity as Syndication Agent and each documentation agent in its capacity as documentation agent shall have no duties or responsibilities and no liabilities under this Agreement or any other Loan Document but shall be entitled, in such capacity, to the same protections afforded to the Administrative Agent under this Article XIII.

ARTICLE XIV MISCELLANEOUS

SECTION 14.1. Notices. (a) Method of Communication. Except as otherwise provided in this Agreement, all notices and communications hereunder shall be in writing, or by telephone subsequently confirmed in writing. Any notice shall be effective if delivered by hand delivery or sent via telecopy, recognized overnight courier service or certified mail, return receipt requested, and shall be presumed to be received by a party hereto (i) on the date of delivery if delivered by hand or sent by telecopy, (ii) on the next Business Day if sent by recognized overnight courier service and (iii) on the third (3^rd) Business Day following the date sent by certified mail, return receipt requested. A telephonic notice to the Administrative Agent as understood by the Administrative Agent will be deemed to be the controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice.

          (b) Addresses for Notices. Notices to any party shall be sent to it at the following addresses, or any other address as to which all the other parties are notified in writing.

If to the Credit Parties:

Jones Apparel Group, Inc.
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
Attention: Chief Financial Officer
Telephone No.: (215) 785-4000
Telecopy No.: (215) 785-1228

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If to Wachovia:

Wachovia Bank, National Association
Administrative Agent:
201 South College Street, CP-8
Charlotte, NC 28288-0680
Attention: Syndication Agency Services
Telephone No: 704-715-1353
Telecopy No: 704-383-0288

With copies to:

Wachovia Bank, National Association
Administrative Agent:
1339 Chestnut Street, PA4830
Philadelphia, PA 19107
Attention: Susan T. Gallagher
Telephone No: 267-321-6712
Telecopy No: 267-321-6700

If to any Lender:

To the Address set forth on Schedule 1.1(a) hereto

        (c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and the Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed.

SECTION 14.2. Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (d) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, Administrative Agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding

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(whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney’s and consultant’s fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of any indemnified party.

SECTION 14.3. Set-off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default and during the continuance thereof, the Lenders and any assignee or participant of a Lender in accordance with Section 14.10 are hereby authorized by the Credit Parties at any time or from time to time, without notice to the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Lenders, or any such assignee or participant to or for the credit or the account of the Borrower against and on account of the Obligations irrespective of whether or not (a) the Lenders shall have made any demand under this Agreement or any of the other Loan Documents or (b) the Administrative Agent shall have declared any or all of the Obligations to be due and payable as permitted by Section 12.2 and although such Obligations shall be contingent or unmatured.

SECTION 14.4. Governing Law. This Agreement, the Notes and the other Loan Documents, unless otherwise expressly set forth therein, shall be governed by, construed and enforced in accordance with the laws of the State of New York.

SECTION 14.5. Consent to Jurisdiction. Each of the parties hereto hereby irrevocably consents to the personal jurisdiction of the state and federal courts located in New York County, New York, in any action, claim or other proceeding arising out of any dispute in connection with this Agreement and the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations. Each of the parties hereto hereby irrevocably consents to the service of a summons and complaint and other process in any action, claim or proceeding brought by any other party hereto in connection with this Agreement or the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations, on behalf of itself or its property, in the manner specified in Section 14.1. Nothing in this Section 14.5 shall affect the right of any of the parties hereto to serve legal process in any other manner permitted by Applicable Law or affect the right of any of the parties hereto to bring any action or proceeding against any other party hereto or its properties in the courts of any other jurisdictions.

SECTION 14.6. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH CREDIT PARTY HEREBY ACKNOWLEDGE THEY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, CONNECTED WITH OR RELATING TO THE LOAN DOCUMENTS (“Dispute”) IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

SECTION 14.7. Reversal of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative

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Agent receives any payment or proceeds of the collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

SECTION 14.8. Injunctive Relief; Punitive Damages. (a) Each of the parties to this Agreement recognizes that, in the event such party fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the other parties hereto. Therefore, each of the parties hereto agrees that the other parties hereto, at such other party’s option, shall be entitled to pursue temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

          (b) The Administrative Agent, the Lenders and the Credit Parties (on behalf of themselves and their Subsidiaries) hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

SECTION 14.9. Accounting Matters. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance therewith.

SECTION 14.10. Successors and Assigns; Participations. (a) Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Administrative Agent and the Lenders, all future holders of the Notes, and their respective successors and permitted assigns, except that the Borrower shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender other than pursuant to Section 11.5.

          (b) Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of the Extensions of Credit (other than Competitive Bid Loans) at the time owing to it and the Revolving Credit Notes held by it); provided that:

     (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s Revolving Credit Commitment and all other

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rights and obligations under this Agreement (other than any right to make Competitive Bid Loans, Competitive Bid Loans owing to it and Competitive Bid Notes);

     (ii) if less than all of the assigning Lender’s Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $5,000,000;

     (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment;

     (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state;

     (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and

     (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender.

          Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent of the interest assigned in such assignment, be released from its obligations under this Agreement.

          (c) Rights and Duties upon Assignment. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as set forth in such Assignment and Acceptance.

          (d) Register. The Administrative Agent shall maintain a copy of each Assumption Agreement and each Assignment and Acceptance delivered to it and record the names and addresses of the Lenders and the amount of the Extensions of Credit with respect to each Lender from time to time in the Register.

          No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

69

          (e) Issuance of New Revolving Credit Notes. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with any Revolving Credit Note or Revolving Credit Notes if any have been issued pursuant to this Agreement, subject to such assignment and the written consent to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is substantially in the form of Exhibit G:

     (i) accept such Assignment and Acceptance;

     (ii) record the information contained therein in the Register;

     (iii) give prompt notice thereof to the Lenders and the Borrower, on behalf of itself and the other Credit Parties; and

     (iv) promptly deliver a copy of such Assignment and Acceptance to the Borrower.

          Within ten (10) Business Days after receipt of notice, if requested by the Eligible Assignee the Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Revolving Credit Note or Revolving Credit Notes, a new Revolving Credit Note or Revolving Credit Notes to the order of such Eligible Assignee in amounts equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and a new Revolving Credit Note or Revolving Credit Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Credit Note or Revolving Credit Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Revolving Credit Notes delivered to the assigning Lender. Each surrendered Revolving Credit Note or Revolving Credit Notes shall be canceled and returned to the Borrower.

          (f) Participations. Each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Extensions of Credit and the Notes held by it); provided that:

     (i) each such participation shall be in an amount not less than $5,000,000;

     (ii) such Lender’s obligations under this Agreement (including, without limitation, its Revolving Credit Commitment) shall remain unchanged;

     (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

     (iv) the Credit Parties, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement;

     (v) such Lender shall not permit such participant the right to approve any waivers, amendments or other modifications to this Agreement or any other Loan Document other than waivers, amendments or modifications which would reduce the

70

principal of or the interest rate on any Revolving Credit Loan or Reimbursement Obligation, extend the term or increase the amount of the Revolving Credit Commitment, reduce the amount of any fees to which such participant is entitled, or extend any scheduled payment date for principal, interest or fees of any Revolving Credit Loan, except as expressly contemplated hereby or thereby; and

     (vi) any such disposition shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky law of any state.

          (g) Disclosure of Information; Confidentiality. Each of the Administrative Agent, the Issuing Lenders and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors and representatives (collectively, “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Credit Parties, (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent, the Issuing Lenders or any Lender on a nonconfidential basis from a source other than the Credit Parties or (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Credit Parties’ prior review and approval, which shall not be unreasonably withheld or delayed. For the purposes of this Section, “Information” means all information received from the Credit Parties or any of their Subsidiaries relating to the Credit Parties or their business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Credit Parties; provided that, in the case of information received from the Credit Parties after the Closing Date (other than certificates or other information specifically required by the terms of this Agreement), such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

          (h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle organized for the specific purpose of making or acquiring participations or investing in loans of the type made pursuant to this Agreement (a “SPC”), correctly identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Extension of Credit that such Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Extension of Credit and

71

(ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Extension of Credit, the Granting Lender shall be obligated to make such Extension of Credit pursuant to the terms hereof. The making of an Extension of Credit by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Extension of Credit were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this clause, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interest in any Extension of Credit to the Granting Lender or to any financial institution (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Extensions of Credit and (ii) disclose on a confidential basis any non-public information relating to Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This clause may not be amended without the written consent of each SPC.

          (i) Certain Pledges or Assignments. Nothing herein shall prohibit any Lender from pledging or assigning any Note to any Federal Reserve Bank in accordance with Applicable Law.

SECTION 14.11. Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:

     (a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically

72

permitted or contemplated in this Agreement) of any of the Credit Parties’ rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and

     (b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.

73

SECTION 14.12. Performance of Duties. The Credit Parties’ obligations under this Agreement and each of the Loan Documents shall be performed by the Credit Parties at their sole cost and expense.

SECTION 14.13. All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied or the Credit Facility has not been terminated.

SECTION 14.14. Survival of Indemnities. Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XIV and any other provision of this Agreement and the Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

SECTION 14.15. Titles and Captions. Titles and captions of Articles, Sections and subsections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

SECTION 14.16. Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 14.17. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 14.18. Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than obligations owing by any Credit Party to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement) shall have been indefeasibly and irrevocably paid and satisfied in full. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination.

SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants. (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control.

          (b) The Borrower expressly acknowledges and agrees that each covenant contained in Article IX, X, or XI hereof shall be given independent effect.

SECTION 14.20. Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each

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borrower, guarantor or grantor (the “Loan Parties”), which information includes the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act.

SECTION 14.21. Ratings of Loans. Each Lender hereby agrees that nothing in this agreement shall require or imply that the Loans shall be required to be rated by any nationally recognized securities rating organization.

SECTION 14.22. Consent Under Five-Year Credit Agreement. Each Lender hereunder that is also a lender under the Five-Year Credit Agreement, by execution of this Agreement, hereby (i) agrees that each reference in the Five-Year Credit Agreement to the “Three-Year Credit Agreement” shall mean a reference to this Agreement and (ii) consents to the execution and delivery of this Agreement by the Credit Parties and the performance of their respective obligations hereunder pursuant to Section 14.11 of the Five-Year Credit Agreement.

[Signature pages to follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their authorized officers, all as of the day and year first written above.

JONES APPAREL GROUP USA, INC., as Borrower
By:	/s/ Wesley R. Card
	Name:	Wesley R. Card
	Title:	Chief Financial Officer
JONES APPAREL GROUP, INC., as Additional Obligor
By:	/s/ Wesley R. Card
	Name:	Wesley R. Card
	Title:	Chief Operating and Financial Officer
JONES APPAREL GROUP HOLDINGS, INC., as Additional Obligor
By:	/s/ Ira M. Dansky
	Name:	Ira M. Dansky
	Title:	President
KASPER, LTD., as Additional Obligor
By:	/s/ Peter Boneparth
	Name:	Peter Boneparth
	Title:	President
JONES RETAIL CORPORATION, as Additional Obligor
By:	/s/ Wesley R. Card
	Name:	Wesley R. Card
	Title:	Vice President
NINE WEST FOOTWEAR CORPORATION, as Additional Obligor
By:	/s/ Ira M. Dansky
	Name:	Ira M. Dansky
	Title:	Executive Vice President and Secretary

76

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and Lender
By:	/s/ Susan T. Gallagher
	Name:	Susan T. Gallagher
	Title:	Vice President
JPMORGAN CHASE BANK, N.A., as Issuing Lender and Lender
By:	/s/ James A. Knight
	Name:	James A. Knight
	Title:	Vice President
CITIBANK, N.A., as Issuing Lender and Lender
By:	/s/ John B. McQuiston
	Name:	John B. McQuiston
	Title:	Vice President
BANK OF AMERICA, N.A., as Issuing Lender and Lender
By:	/s/ Douglas J. Bolt
	Name:	Douglas J. Bolt
	Title:	Vice President
BARCLAYS BANK PLC, as Lender
By:	/s/ Nicholas Bell
	Name:	Nicholas Bell
	Title:	Director
SUNTRUST BANK, as Lender
By:	/s/ Robert W. Maddox
	Name:	Robert W. Maddox
	Title:	Vice President
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Lender
By:	/s/ John Holt
	Name:	John Holt
	Title:	Authorized Signatory
By:	/s/ Auveen O’Hanlon
	Name:	Auveen O’Hanlon
	Title:	Authorized Signatory

77

THE ROYAL BANK OF SCOTLAND PLC, as Lender
By:	/s/ Charlotte Sohn Fuiks
	Name:	Charlotte Sohn Fuiks
	Title:	Senior Vice President
STANDARD CHARTERED BANK, as Lender
By:	/s/ David B. Edwards
	Name:	David B. Edwards
	Title:	Senior Vice President
By:	/s/ Robert K. Reddington
	Name:	Robert K. Reddington
	Title:	AVP/Credit Documentation  Standard Chartered Bank
BANK OF TAIWAN, NEW YORK AGENCY, as Lender
By:	/s/ Eunice S. J. Yeh
	Name:	Eunice S. J. Yeh
	Title:	SVP & GM
UFJ BANK LIMITED, NEW YORK BRANCH, as Lender
By:	/s/ John T. Feeney
	Name:	John T. Feeney
	Title:	Vice President
BANK OF CHINA, as Lender
By:	/s/ William W. Smith
	Name:	William W. Smith
	Title:	Chief Lending Officer
FIFTH THIRD BANK, as Lender
By:	/s/ Christine L. Wagner
	Name:	Christine L. Wagner
	Title:	Vice President
MIZUHO CORPORATE BANK, LTD., as Lender
By:	/s/ Raymond Ventura
	Name:	Raymond Ventura
	Title:	Senior Vice President

78

SUMITOMO MITSUI BANKING CORPORATION, as Lender
By:	/s/ Edward D. Henderson, Jr.
	Name:	Edward D. Henderson, Jr.
	Title:	General Manager
THE BANK OF NOVA SCOTIA, as Lender
By:	/s/ Todd Meller
	Name:	Todd Meller
	Title:	Managing Director
U.S. BANK NATIONAL ASSOCIATION, as Lender
By:	/s/ Heather Hinkelman
	Name:	Heather Hinkelman
	Title:	Banking Officer
UNION BANK OF CALIFORNIA, N.A., as Lender
By:	/s/ Theresa L. Rocha
	Name:	Theresa L. Rocha
	Title:	Vice President
BANCA DI ROMA — NEW YORK BRANCH as Lender
By:	/s/ Guido Lanzoni
	Name:	Guido Lanzoni
	Title:	Assistant Treasurer
By:	/s/ Jonathan Bloom
	Name:	Jonathan Bloom
	Title:	Vice President
BANK LEUMI USA, as Lender
By:	/s/ John Kueningsberg
	Name:	John Kueningsberg
	Title:	First Vice President
By:	/s/ Iris Steinhardt
	Name:	Iris Steinhardt
	Title:	Vice President
BEAR STEARNS CORPORATE LENDING INC., as Lender
By:	/s/ Richard Bram Smith
	Name:	Richard Bram Smith
	Title:	Vice President

79

CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as Lender
By:	/s/ Ming-Hsien Lin
	Name:	Ming-Hsien Lin
	Title:	SVP & General Manager
FIRST COMMERCIAL BANK, NEW YORK AGENCY, as Lender
By:	/s/ Helen Tong
	Name:	Helen Tong
	Title:	VP
HUA NAN COMMERCIAL BANK, LTD., NEW YORK AGENCY, as Lender
By:	/s/ Jeng-Fang Geeng
	Name:	Jeng-Fang Geeng
	Title:	General Manager
ISRAEL DISCOUNT BANK OF NEW YORK, as Lender
By:	/s/ Howard Weinberg
	Name:	Howard Weinberg
	Title:	Senior Vice President I
By:	/s/ David Acosta
	Name:	David Acosta
	Title:	Assistant Vice President
TAIPEI FUBON BANK, as Lender
By:	/s/ Sophia Jing
	Name:	Sophia Jing
	Title:	V.P. & General Manager
THE BANK OF NEW YORK, as Lender
By:	/s/ Johna M. Fidanza
	Name:	Johna M. Fidanza
	Title:	Vice President

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E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as Lender
By:	/s/ Benjamin Lin
	Name:	Benjamin Lin
	Title:	EVP & General Manager
NORINCHUKIN BANK, as Lender
By:	/s/ Toshifumi Tsukitani
	Name:	Toshifumi Tsukitani
	Title:	General Manager

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EXHIBIT A-1 — FORM OF
REVOLVING CREDIT NOTE

          $                                                                                                                                                                                                     , 200       

          FOR VALUE RECEIVED, the undersigned JONES APPAREL GROUP USA, INC., a corporation organized under the laws of Pennsylvania, (the “Borrower”), JONES APPAREL GROUP, INC., a corporation organized under the laws of Pennsylvania, JONES APPAREL GROUP HOLDINGS, INC., a corporation organized under the laws of Delaware, KASPER, LTD., a corporation organized under the laws of Delaware, JONES RETAIL CORPORATION, a corporation organized under the laws of New Jersey, and NINE WEST FOOTWEAR CORPORATION, a corporation organized under the laws of Delaware (collectively, with the Borrower, the “Debtors”), hereby jointly and severally promise to pay to the order of                                 , (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of                                          DOLLARS ($                            ) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made to the Borrower by the Lender pursuant to that certain Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders who are or may become a party thereto (collectively, the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          The unpaid principal amount of Revolving Credit Loans from time to time outstanding is subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 5.1 of the Credit Agreement. All payments of principal and interest on Revolving Credit Loans shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement.

          This Revolving Credit Note (the “Revolving Credit Note”) is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable.

          THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

          The Debt evidenced by this Revolving Credit Note is senior in right of payment to all Subordinated Debt referred to in the Credit Agreement.

          The Debtors hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note.

          IN WITNESS WHEREOF, the undersigned have executed this Revolving Credit Note under seal as of the day and year first above written.

JONES APPAREL GROUP USA, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP HOLDINGS, INC.
By:
	Name:
	Title:
KASPER, LTD.
By:
	Name:
	Title:
JONES RETAIL CORPORATION
By:
	Name:
	Title:
NINE WEST FOOTWEAR CORPORATION
By:
	Name:
	Title:

2

EXHIBIT A-2 — FORM OF
COMPETITIVE BID
PROMISSORY NOTE

U.S.$                                     Dated:                                     , 200         

          FOR VALUE RECEIVED, the undersigned JONES APPAREL GROUP USA, INC., a corporation organized under the laws of Pennsylvania, (the “Borrower”), JONES APPAREL GROUP, INC., a corporation organized under the laws of Pennsylvania, JONES APPAREL GROUP HOLDINGS, INC., a corporation organized under the laws of Delaware, KASPER, LTD., a corporation organized under the laws of Delaware, JONES RETAIL CORPORATION, a corporation organized under the laws of New Jersey, and NINE WEST FOOTWEAR CORPORATION, a corporation organized under the laws of Delaware (collectively, with the Borrower, the “Debtors”), hereby jointly and severally promise to pay to the order of                                     , (the “Lender”), at the place and times provided in that certain Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders who are or may become a party thereto (collectively, the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)), on                                              , 200        , the principal amount of [U.S.$                                                 ] [for a Competitive Bid Loan in an Alternative Currency, list currency and amount of such Loan].

          The undersigned promise to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below:

Interest Rate:                     % per annum (calculated on the basis of a year of                      days for the actual number of days elapsed) (revise as appropriate for a Floating Rate Loan).

          Both principal and interest are payable in lawful money of                                               to Wachovia Bank, National Association, as administrative agent, for the account of the Lender at its office, at                                      in same day funds.

          This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

          THIS COMPETITIVE BID NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

          The Debt evidenced by this Competitive Bid Note is senior in right of payment to all Subordinated Debt referred to in the Credit Agreement.

          The Debtors hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Competitive Bid Note.

          IN WITNESS WHEREOF, the undersigned have executed this Competitive Bid Note under seal as of the day and year first above written.

JONES APPAREL GROUP USA, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP HOLDINGS, INC.
By:
	Name:
	Title:
KASPER, LTD.
By:
	Name:
	Title:
JONES RETAIL CORPORATION
By:
	Name:
	Title:
NINE WEST FOOTWEAR CORPORATION
By:
	Name:
	Title:

2

EXHIBIT B-1 — FORM OF
NOTICE OF REVOLVING CREDIT BORROWING

NOTICE OF REVOLVING CREDIT BORROWING

Dated as of:                     

Wachovia Bank, National Association,
as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Revolving Credit Borrowing is delivered to you under Section 2.2(a) of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Borrower hereby requests that the Lenders make a Revolving Credit Loan to the Borrower in the aggregate principal amount of $                                . (Complete with an amount in accordance with Section 2.2(a) of the Credit Agreement.)

          2. The Borrower hereby requests that such Revolving Credit Loan be made on the following Business Day:                                     . (Complete with a Business Day in accordance with Section 2.2(a) of the Credit Agreement).

          3. The Borrower hereby requests that the Revolving Credit Loan bear interest at the following interest rate, plus the Applicable Margin, as set forth below:

			Termination Date
		Interest Period	for Interest Period
Component of Loan	Interest Rate	(LIBOR Rate only)	(If applicable)
	Base Rate or LIBOR
	Rate

          4. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof (including the requested Revolving Credit Loan) does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

          5. The Borrower hereby represents and warrants that the conditions specified in Section 6.3 of the Credit Agreement have been satisfied or waived as of the date hereof.

          6. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Revolving Credit Borrowing as of the                      day of                     ,         .

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

2

EXHIBIT B-2 — FORM OF NOTICE OF

COMPETITIVE BID BORROWING

Dated as of:                     

Wachovia Bank, National Association,
as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          The undersigned, JONES APPAREL GROUP USA, INC., refers to the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents, and hereby gives you notice, irrevocably, pursuant to Section 4.1 of the Credit Agreement that the undersigned hereby requests a Competitive Bid Borrowing under the Credit Agreement, and in that connection sets forth the terms on which such Competitive Bid Borrowing (the “Proposed Competitive Bid Borrowing”) is requested to be made:

(A)	Date of Competitive Bid Borrowing
(B)	Amount of Competitive Bid Borrowing
(C)	[Maturity Date] [Interest Period]
(D)	Interest Rate Basis
(E)	Day Count Convention
(F)	Interest Payment Date(s)
(G)	Currency
(H)	Borrower’s Account Location
(I)

          Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Competitive Bid Borrowing:

          1. The principal Dollar Amount of all Loans and L/C Obligations outstanding as of the date hereof (including the requested Competitive Bid Loan) does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

          2. The Borrower hereby represents and warrants that the conditions specified in Section 6.4 of the Credit Agreement have been satisfied or waived as of the date hereof.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Revolving Credit Borrowing as of the                      day of                     , 200       .

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

2

EXHIBIT C — FORM OF NOTICE OF
ACCOUNT DESIGNATION

NOTICE OF ACCOUNT DESIGNATION

Dated as of:                     

Wachovia Bank, National Association,
     as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This Notice of Account Designation is delivered to you under Section 2.2(b) of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account(s):

ABA Routing Number:                                           

Account Number:                                                    

          2. This authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation is provided by the Borrower to the Administrative Agent.

          3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation as of the                      day of                     ,         .

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

EXHIBIT D — FORM OF
NOTICE OF PREPAYMENT

NOTICE OF PREPAYMENT

Dated as of:                     

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center
301 South College Street, TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Prepayment is delivered to you under Section 2.3(c) of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. The Borrower hereby provides notice to the Administrative Agent that it shall repay the following [Base Rate Loans] and/or [LIBOR Rate Loans]:                     . (Complete with an amount in accordance with Section 2.3(c) of the Credit Agreement.)

          2. The Borrower shall repay the above-referenced Revolving Credit Loans on the following Business Day:                     . (Complete in accordance with Section 2.3(c) of the Credit Agreement.)

          3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment as of the                      day of                     ,          .

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

EXHIBIT E — FORM OF
NOTICE OF CONVERSION/CONTINUATION

NOTICE OF CONVERSION/CONTINUATION

Dated as of:                     

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center
301 South College Street, TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

          This irrevocable Notice of Conversion/Continuation (the “Notice”) is delivered to you under Section 5.2 of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

          1. This Notice is submitted for the purpose of: (Check one and complete applicable information in accordance with the Credit Agreement.)

           Converting all or a portion of a Base Rate Loan into a LIBOR Rate Loan

(a)	The aggregate outstanding principal balance of such Revolving Credit Loan is $                     .
(b)	The principal amount of such Revolving Credit Loan to be converted is $                     .
(c)	The requested effective date of the conversion of such Revolving Credit Loan is                     .
(d)	The requested Interest Period applicable to the converted Revolving Credit Loan is                     .

Converting all or a portion of a LIBOR Rate Loan into a Base Rate Loan

(a)	The aggregate outstanding principal balance of such Revolving Credit Loan is $
(b)	The last day of the current Interest Period for such Revolving Credit Loan is                      .

(c)	The principal amount of such Revolving Credit Loan to be converted is $                     .
(d)	The requested effective date of the conversion of such Revolving Credit Loan is                     .

Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan

(a)	The aggregate outstanding principal balance of such Revolving Credit Loan is $                     .
(b)	The last day of the current Interest Period for such Revolving Credit Loan is                     .
(c)	The principal amount of such Revolving Credit Loan to be continued is $                     .
(d)	The requested effective date of the continuation of such Revolving Credit Loan is                     .
(e)	The requested Interest Period applicable to the continued Revolving Credit Loan is                     .

          2. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

          3. The Borrower hereby represents and warrants that no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing.

          4. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/ Continuation as of the                      day of                     ,          .

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

2

EXHIBIT F — FORM OF
OFFICER’S COMPLIANCE CERTIFICATE

OFFICER’S COMPLIANCE CERTIFICATE

          The undersigned, on behalf of JONES APPAREL GROUP USA, INC. (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

          1. This Certificate is delivered to you pursuant to Section 8.2 of the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

          2. I have reviewed the consolidated financial statements of Jones Apparel Group, Inc. and its Subsidiaries dated as of                      and for the                      period[s] then ended and such statements present fairly in all material respects the consolidated financial condition of Jones Apparel Group, Inc. and its Subsidiaries as of their respective dates and the results of the consolidated operations of Jones Apparel Group, Inc. and its Subsidiaries for the respective period[s] then ended, subject to normal year end adjustments for interim statements.

          3. I have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of Jones Apparel Group, Inc. and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this Certificate [except, if such condition or event existed or exists, describe the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto].

          4. The Applicable Margin and information as to the debt ratings necessary for determining such figure are set forth on the attached Schedule 1.

          5. Jones Apparel Group, Inc. and its Subsidiaries are in compliance with the financial covenants contained in Article X of the Credit Agreement as shown on such Schedule 1.

          WITNESS the following signature as of the                      day of                     ,          .

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

Schedule 1

to

Officer’s Compliance Certificate

[To be provided by Borrower in form reasonably acceptable to the Administrative Agent]

EXHIBIT G — FORM OF
ASSIGNMENT AND ACCEPTANCE

ASSIGNMENT AND ACCEPTANCE

Dated as of:                     

     Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of May 16, 2005, as amended, restated, supplemented or otherwise modified (the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein which are not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                                          (the “Assignor”) and                                         (the “Assignee”) agree as follows:

          1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, as of the Effective Date (as defined below), a                     % interest in and to all of the Assignor’s interest, rights and obligations with respect to its Revolving Credit Commitment and Revolving Credit Loans (including such percentage of the outstanding L/C Obligations), which percentage represents not less than $5,000,000, unless such percentage equals 100% of such Lender’s Revolving Credit Commitment, and the Assignor thereby retains                     % of its interest therein.

          This Assignment and Acceptance is entered pursuant to, and authorized by, Section 14.10 of the Credit Agreement.

          2. The Assignor (i) represents that, as of the date hereof, its Revolving Credit Commitment Percentage (without giving effect to assignments thereof which have not yet become effective) under the Credit Agreement is                     % and the outstanding balances of its Revolving Credit Loans (including its Revolving Credit Commitment Percentage of the outstanding L/C Obligations) is $                    ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of their obligations under the Credit Agreement or any other instrument or document furnished or executed pursuant thereto; and (iv) to the extent it has received Revolving Credit Note(s) from the Borrower, attaches the applicable Revolving Credit Note(s) delivered to it under the Credit Agreement and requests that the Borrower exchange such Revolving Credit Note(s) for new Revolving Credit Notes payable to each of the Assignor and the Assignee as follows:

Revolving Credit Note
Payable to the Order of:	Principal Amount of Note:

          3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor or any other Lender or the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; (vii) agrees to hold all confidential information in accordance with the provisions of Section 14.10(g) of the Credit Agreement; and (viii) includes herewith for the Administrative Agent the forms required by Section 5.11(e) of the Credit Agreement (if not previously delivered).

          4. The effective date for this Assignment and Acceptance shall be as set forth in Section 1 of Schedule 1 hereto (the “Effective Date”), subject to the consents referred to in the following sentence. Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for, to the extent required by the Credit Agreement, consent by the Borrower and the Administrative Agent and acceptance and recording in the Register.

          5. Upon such consents, acceptance and recording, from and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and the other Loan Documents to which Lenders are parties and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender under each such agreement, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents.

          6. Upon such consents, acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

          7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE DEEMED TO BE A CONTRACT UNDER SEAL AND SHALL BE GOVERNED BY AND CONSTRUED IN

2

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

3

     WITNESS the following signatures as of the ______ day of ______, ______.

ASSIGNOR:
 

By:  

Title: 

ASSIGNEE:
 

By:  

Name:  

Title:  

Acknowledged and Consented to on behalf of the Credit Parties:

JONES APPAREL GROUP USA, INC.

By:  

Name:  

Title:  

Consented to and Accepted by:

WACHOVIA BANK, NATIONAL ASSOCIATION,
     as Administrative Agent

By:  

Name:  

Title:  

4

Schedule 1
to
Assignment and Acceptance

	1.	Effective Date:                                         ,
	2.	Assignor’s Interest Prior to Assignment:
%		(a) Revolving Credit Commitment Percentage
$		(b) Outstanding balance of Revolving Credit Loans
$		(c) Outstanding balance of Assignor’s Revolving Credit Commitment Percentage of the L/C Obligations
	3.	Assigned Interest (from Section 1) of:
%		(a) Revolving Credit Loans
	4.	Assignee’s Extensions of Credit After Effective Date:
$		(a) Total outstanding balance of Assignee’s Revolving Credit Loans (line 2(b) times line 3(a))
$		(b) Total outstanding balance of Assignee’s Revolving Credit Commitment Percentage of the L/C Obligations (line 2(c) times line 3(a))
	5.	Retained Interest of Assignor after Effective Date:
		(a) Retained Interest (from Section 1):
%		(i) Revolving Credit Commitment Percentage
$		(b) Outstanding balance of Assignor’s Revolving Credit Loans (line 2(b) times line 5(a)(i))
$		(c) Outstanding balance of Assignor’s Revolving Credit Commitment Percentage of L/C Obligations (line 2(c) times line 5(a)(i))

6. Payment Instructions:
(a)	If payable to Assignor,
	to the account of Assignor to:
	ABA No.:
	Account Name:
	Account No.
	Attn:
	Ref:
(b)	If payable to Assignee,
	to the account of Assignee to:
	ABA No.:
	Account Name:
	Account No.:
	Attn:
	Ref:

Schedule 1.1(a)
(Lenders and Revolving Credit Commitments)

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
JPMorgan Chase Bank, N.A.		8.7	%	$	65,000,000
1411 Broadway, 5th Floor New York, NY 10018 Attn: Caridad Tio T: 212-391-2711 F: 212-391-7283
Citibank, N.A.		8.7	%	$	65,000,000
2 Penns Way, Suite 200 New Castle, DE 19720 Attn: Laura D. Quashne T: 302-894-6058 F: 302-894-6120
Bank of America, N.A.		8.7	%	$	65,000,000
101 N. Tyron Street, NC1-001-15-03 Charlotte, NC 28255 Attn: Jason Petrea T: 704-386-3781 F: 704-409-0056
Barclays Bank PLC		8.7	%	$	65,000,000
200 Park Avenue New York, NY 10166 Attn: Nicholas Bell
SunTrust Bank		8.7	%	$	65,000,000
303 Peachtree Street, N.E. Atlanta, GA 30308 Attn: Don Besch T: 404-575-2649 F: 404-575-2594
Wachovia Bank, National Association		8.7	%	$	65,000,000
201 South College Street, CP-8 Charlotte, NC 28288-0680 Attn: Syndication Agency Services T: 704-715-1353 F: 704-383-0288
The Governor and Company of the Bank of Ireland		4.7	%	$	35,000,000
Hume House, 5th Floor, Ballsbridge Dublin 4 Ireland Attn: Olivia Carey T: 353-1618-7470 F: 353-1618-7490

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
The Royal Bank of Scotland plc		4.7	%	$	35,000,000
101 Park Avenue New York, NY 10178 Attn: Juanita Baird T: 212-401-1420 F: 212-401-1336
Standard Chartered		4.7	%	$	35,000,000
One Madison Avenue New York, NY 10010 Attn:Vicky T: 212-667-0203 F: 212-667-0287
Bank of Taiwan, New York Agency		3.3	%	$	25,000,000
100 Wall Street, 11th Floor New York, NY 10005 Attn: Rachel Chang T: 212-968-8128 Ext. 30 F: 212-968-8370
UFJ Bank Limited, New York Branch		3.3	%	$	25,000,000
55 East 52nd Street New York, NY 10055 Attn: Martin Chin T: 212-339-6392 F: 212-754-2368
Bank of China, New York Branch		2.0	%	$	15,000,000
410 Madison Avenue New York, NY 10017 Attn: Elaine Ho T: 212-935-3101 ext 281 F: 646-840-1796
Fifth Third Bank		2.0	%	$	15,000,000
38 Fountain Square, MD 109054 Cincinnati, OH 45263 Attn: Melody Merrill T: 513-579-5389 F: 513-534-5947
Mizuho Corporate Bank, Ltd.		2.0	%	$	15,000,000
1800 Plaza Ten Jersey City, NJ 07311 Attn: Nicole Ferraro T: 201-626-9341 F: 201-626-9913
Sumitomo Mitsui Banking Corporation		2.0	%	$	15,000,000
277 Park Avenue New York, NY 10172 Attn: Tracy Watson T: 212-224-4393 F: 212-224-5197

2

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
The Bank of Nova Scotia		2.0	%	$	15,000,000
One Liberty Plaza, Floor 24 New York, NY 10006 Attn: Victor Chevallier T: 212-225-5064 F: 212-225-5145
U.S. Bank National Association		2.0	%	$	15,000,000
One U.S. Bank Plaza St. Louis, MO 63166 Attn: Jennifer Thurston
Union Bank of California, N.A		2.0	%	$	15,000,000
601 Potrero Grande Drive Monterey Park, CA 91754 Attn: Alberta Rosby T: 323-720-2622 F: 323-278-6173
Banca Di Roma — New York Branch		1.3	%	$	10,000,000
34 E. 51st Street New York, NY 10022 Attn: Jonathan Bloom T: 212-407-1761 F: 212-407-1778
Bank Leumi USA		1.3	%	$	10,000,000
562 Fifth Avenue, 10th Floor New York, NY 10036 Attn: Virginia DeLeon T: 212-626-1308 F: 212-626-1309
Bear Stearns Corporate Lending Inc.		1.3	%	$	10,000,000
383 Madison Avenue, 8th Floor New York, NY 10179 Attn: Gloria Dombrowski T: 212-272-6043 F: 212-272-4844
Chang Hwa Commercial Bank, Ltd,		1.3	%	$	10,000,000
New York Branch 685 Third Avenue, 29th Floor New York, NY 10017 Attn: Sarah Lim T: 212-651-9770 ext.31 F: 212-651-9785
First Commercial Bank, New York Agency		1.3	%	$	10,000,000
750 Third Avenue, 34th Floor New York, NY 10017 Attn: Yating Hwang T: 212-599-6868 F: 212-599-6133

3

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
Hua Nan Commercial Bank, Ltd.		1.3	%	$	10,000,000
330 Madison Avenue, 38th Floor New York, NY 10017 Attn: Henry Hsieh T: 212-286-1999 F: 212-286-1212
Israel Discount Bank of New York		1.3	%	$	10,000,000
511 Fifth avenue New York, NY 10017 Attn: Laury Quiles T: 212-551-8596 F: 212-551-8872
Taipei Fubon Bank New York Agency		1.3	%	$	10,000,000
100 Wall Street, 14th Floor New York, NY 10005 Attn: Esther Lee T: 212-968-9888 F: 212-968-9800
The Bank of New York		1.3	%	$	10,000,000
One Wall Street New York, NY 10286 Attn: Laina Chan T: 212-635-6720 F: 212-635-6397
E.Sun Commercial Bank, Ltd.,		0.7	%	$	5,000,000
Los Angeles Branch 17700 Castleton Street, Suite 500 City of Industry, CA 91748 Attn: Shinghorng Lin F: 626-810-2400 x. 228 F: 626-839-5531
The Norinchukin Bank, New York Branch		0.7	%	$	5,000,000
245 Park Avenue, 29th Floor New York, NY 10167 Attn: Jing Li T: 212-949-10167 F: 212-808-4188
Total:		100	%	$	750,000,000

4

Schedule 1.1(b)

Wachovia Bank, N.A.
Outstanding Summary Report
For Applicant: JONES APPAREL GROUP USA INC. Page: 1
Date: 05/11/2005

Applicant Name: JONES APPAREL GROUP USA INC — STBY

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
SM200248	SM200248	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY	US	10/03/2002	07/01/2005		3,000,000.00	USD
SM204355	SM204355	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY	US	07/31/2003	07/01/2005		3,000,000.00	USD
SM210022	SM210022	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY		09/15/2004	07/01/2005		2,500,000.00	USD
SM411647	SM411647	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY	US	02/02/2000	07/01/2005		1,700,000.00	USD
SM414948	SM414948	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY		11/20/2000	06/01/2006		2,200,000.00	USD
SM417226	SM417226	USA	SBLC	TETERBORO ASSOCIATES		06/15/2001	05/31/2006		950,000.00	USD
SM417227	SM417227	USA	SBLC	H. ROSS/525 L.L.C. & E.ROSS/525LLC	US	06/15/2001	05/31/2006		123,200.00	USD
SM417889	SM417889	USA	SBLC	HARTFORD FIRE INSURANCE COMPANY		08/17/2001	07/01/2005		1,700,000.00	USD
SM421703	SM421703	USA	SBLC	AMERICAN CASUALTY COMPANY OF	US	07/01/2002	06/27/2005		13,000,000.00	USD
						Appl Name Total:			28,173,200.00

Applicant Name: JONES APPAREL GROUP USA INC.

L/C Bank						Opening	Expiry	L/CEquiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC008816U	0104GR1718	USA	IMLC	GLORIA APPAREL, INC.	US	01/18/2005	05/22/2005		847,714.10	USD
IC009426U	0435NW00015	USA	IMLC	BRADLEE INTERNATIONAL LTD.	US	03/09/2005	04/25/2005		33,936.00	USD
IC009614U	0544NW00035	USA	IMLC	MIROGLIO TEXTILES USA, INC.	US	03/21/2005	05/02/2005		1,004.41	USD
IC009626U	0549G02784	USA	IMLC	THE EVER, INC.	US	03/21/2005	05/10/2005		40,459.65	USD
IC009628U	0554D09121	USA	IMLC	TEXTILE IMPORT LLC	US	03/21/2005	05/10/2005		38,325.00	USD
IC009754U	0583G02826	USA	IMLC	THE EVER, INC.	US	03/31/2005	05/25/2005		4,654.65	USD
IC009767U	0584GR45	USA	IMLC	GLORIA APPAREL, INC.	US	03/31/2005	06/03/2005		120,558.11	USD
IC009975U	0664NW00047	USA	IMLC	BRADLEE INTERNATIONAL LTD.	US	04/15/2005	05/07/2005		42,021.00	USD
IC009984U	0668G02707	USA	IMLC	BRADLEE INTERNATIONAL LTD.	US	04/15/2005	05/20/2005		30,607.50	USD
IC009985U	0669G02860	USA	IMLC	THE EVER, INC.	US	04/15/2005	05/30/2005		42,170.63	USD
IC009986U	0670G02842	USA	IMLC	THE EVER, INC.	US	04/15/2005	05/15/2005		6,032.25	USD
IC010084U	0706G02858	USA	IMLC	BRADLEE INTERNATIONAL LTD.	US	04/21/2005	06/06/2005		56,700.00	USD
IC010250U	0777NA02253	USA	IMLC	MARUBENI AMERICA CORP.	US	05/04/2005	06/14/2005		49,738.19	USD
IC010343U	0787D09245	USA	IMLC	ALTINYILDIZ CORPORATION	US	05/09/2005	06/25/2005		473,550.00	USD
IC010344U	0791MA01043	USA	IMLC	MARUBENI AMERICA CORP.	US	05/09/2005	05/30/2005		19,097.83	USD
						Appl Name Total:			1,806,569.32

	Wachovia Bank, N.A.	Page: 2
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC568551H	2230JG41616	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	12/06/2004	05/06/2005		8,042.64	USD
IC569779H	2372JG41727	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	12/31/2004	05/31/2005		4,515.00	USD
IC569962H	0001JG41783	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	01/05/2005	05/05/2005		9,150.75	USD
IC570817H	0116JG5110	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	01/20/2005	05/17/2005		66,610.85	USD
IC570839H	0135JG5089	HNK	IMLC	SHANGHAI SILK GROUP CO. LTD.	C2	01/20/2005	05/03/2005		57,390.14	USD
IC570970H	0163JG5184	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	01/24/2005	07/02/2005		60,750.11	USD
IC570971H	0164SAM11905	HNK	IMLC	HONG KONG ORIENTAL YEYANG INTL	HK	01/25/2005	08/16/2005		4,830,000.00	USD
IC572047H	0189JG5189	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	01/28/2005	05/31/2005		8,732.59	USD
IC572475H	0234JG5190	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/03/2005	04/30/2005		12,540.94	USD
IC572739H	0269MA00971	HNK	IMLC	LANIFICIO CAVERNI AND GRAMIGNI SPA	IT	02/14/2005	04/30/2005		1,017.05	USD
IC573167H	0320JG5227	HNK	IMLC	CHINAMINE TRADING LTD.	HK	02/18/2005	05/11/2005		955,459.47	USD
IC573279H	0343JG5222	HNK	IMLC	P.T. CITRA ABADI SEJATI	ID	02/21/2005	05/10/2005		125,452.84	USD
IC573289H	0354JG5122	HNK	IMLC	TONGLU PUDE GARMENTS CO.	C2	02/21/2005	04/30/2005		602,897.62	USD
IC573399H	0370G02698	HNK	IMLC	WUXI XIEXIN GROUP CO., LTD	C2	02/25/2005	05/20/2005		1,727.72	USD
IC573404H	0371U02578	HNK	IMLC	TAECHANG ENTERPRISE CO., LTD.	KR	02/25/2005	05/02/2005		66,103.28	USD
IC573452H	0375JG5298	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/25/2005	07/02/2005		14,784.00	USD
IC573453H	0376JG5299	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/25/2005	06/06/2005		15,723.71	USD
IC573454H	0377JG5308	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/25/2005	07/15/2005		78,814.00	USD
IC573455H	0378JG5309	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/25/2005	06/06/2005		14,017.50	USD
IC573476H	0388JG5153	HNK	IMLC	SLITHER LTD.	HK	02/25/2005	05/03/2005		32,179.39	USD
IC573483H	0394JO021805SS	HNK	IMLC	HYUNJTN APPAREL CO., LTD.	KR	02/25/2005	05/16/2005		113,039.63	USD
IC573824H	0404JEV034R1	HNK	IMLC	HOJEON LIMITED	KR	03/07/2005	05/18/2005		75,766.62	USD
IC573828H	0405SH-0128	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	03/07/2005	05/18/2005		119,791.49	USD
IC573831H	0406JEV033R1	HNK	IMLC	HOJEON LIMITED	KR	03/07/2005	05/25/2005		20,352.66	USD
IC573857H	0416JG5251	HNK	IMLC	YOOPOONG CORPORATION	KR	03/07/2005	05/19/2005		110,354.55	USD
IC573918H	0427D09107	HNK	IMLC	TESSILGODI S.P.A.	IT	03/09/2005	04/30/2005		1,056.30	USD
IC573921H	0429D09062	HNK	IMLC	PARAMOUNT TEXTEIS INDUSTRIA E	BR	03/09/2005	05/31/2005		106,400.48	USD
IC574001H	0448JG5366	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/09/2005	05/02/2005		306,770.89	USD
IC574007H	0453KR021605	HNK	IMLC	HAN SAE CO., LTD.	KR	03/09/2005	05/01/2005		86,892.75	USD
IC574143H	0459JG5286	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	03/11/2005	05/06/2005		638,376.22	USD

	Wachovia Bank, N.A.	Page: 3
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA, INC.

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiy
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC574196H	0460JG5428	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/14/2005	08/15/2005		28,961.89	USD
IC574197H	0461JG5429	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/14/2005	08/05/2005		15,273.72	USD
IC574206H	0468JG5398	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	03/14/2005	05/05/2005		3,537.81	USD
IC574207H	0469JG5391	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	03/14/2005	05/21/2005		82,590.59	USD
IC574292H	0486JG5349	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/15/2005	05/04/2005		363,897.51	USD
IC574308H	0491JEV037AC	HNK	IMLC	HAN SAE CO., LTD.	KR	03/15/2005	05/13/2005		384,339.26	USD
IC574312H	0495AE00345	HNK	IMLC	MITSUI BUSSAN TEXTILE CO., LTD.	JP	03/15/2005	06/11/2005		26,151.43	USD
IC574322H	0503MA00974	HNK	IMLC	LANIFICIO DI MAZZONE SAS	IT	03/15/2005	05/12/2005		1,100.15	USD
IC574326H	0506U02578	HNK	IMLC	TAECHANG ENTERPRISE CO., LTD.	KR	03/15/2005	05/02/2005		26,446.03	USD
IC574494H	0509JG5131	HNK	IMLC	PLATINUM 2000 LIMITED	HK	03/18/2005	05/02/2005		100,062.29	USD
IC574497H	0510JG5311	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	03/18/2005	05/04/2005		548,222.56	USD
IC574513H	0516JG5420	HNK	IMLC	P.T. CITRA ABADI SEJATI	ID	03/18/2005	05/10/2005		28,119.29	USD
IC574536H	0524JG5342	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/18/2005	05/25/2005		145,649.62	USD
IC574538H	0526JG5416	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	03/18/2005	04/30/2005		138,317.42	USD
IC574540H	0527JG5408	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	03/18/2005	05/17/2005		125,352.83	USD
IC574543H	0529KR031005	HNK	IMLC	HAN SAE CO., LTD.	KR	03/18/2005	05/15/2005		178,979.26	USD
IC574544H	0528HM0307	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	03/18/2005	06/01/2005		58,182.38	USD
IC576568H	0531JG5443	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/21/2005	07/29/2005		10,507.09	USD
IC576569H	0532JG5370	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	03/21/2005	05/03/2005		11,731.35	USD
IC576570H	0533JG5283	HNK	IMLC	DASHING INDUSTRIAL COMPANY LIMITED	HK	03/21/2005	05/04/2005		222,668.93	USD
IC576573H	0534JG5306	HNK	IMLC	TAI KEI KNITTERS LIMITED	HK	03/21/2005	05/04/2005		161,595.94	USD
IC576574H	0536JG5350	HNK	IMLC	SAVERIO INTERNATIONAL LIMITED	HK	03/21/2005	05/04/2005		376,237.71	USD
IC576576H	0537JG5436	HNK	IMLC	PLATINUM 2000 LIMITED	HK	03/21/2005	05/04/2005		115,053.46	USD
IC576577H	0538SK0309A	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	03/21/2005	05/09/2005		47,456.09	USD
IC576578H	0539KR-031505	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	03/21/2005	06/01/2005		141,461.96	USD
IC576579H	0540D09118	HNK	IMLC	TESSILGROSSO SPA	IT	03/21/2005	05/05/2005		3,859.38	USD
IC576580H	0541D09141	HNK	IMLC	TAECHANG ENTERPRISE CO., LTD.	KR	03/21/2005	05/15/2005		45,312.75	USD
IC576584H	0545G02683	HNK	IMLC	HANA TEXTILES CO., LTD.	KR	03/21/2005	05/05/2005		10,605.00	USD
IC576721H	0556JEV039R1	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	03/23/2005	05/16/2005		249,018.81	USD
IC576724H	0558JG5371	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	03/23/2005	05/07/2005		40,437.00	USD

	Wachovia Bank, N.A.	Page: 4
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC576725H	0560JG5394	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/23/2005	04/29/2005		16,887.40	USD
IC576728H	0563JG5442	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/23/2005	05/10/2005		182,472.16	USD
IC576752H	0552NA02209	HNK	IMLC	SEJEE COMPANY LIMITED	HK	03/24/2005	05/05/2005		11,318.27	USD
IC576775H	0566JG5430	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	03/24/2005	05/05/2005		952,124.53	USD
IC576777H	0567JG5357	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	03/24/2005	05/03/2005		83,708.36	USD
IC576778H	0568JG5451	HNK	IMLC	HEMPEL CHINA LIMITED	C2	03/24/2005	05/10/2005		83,592.78	USD
IC576779H	0569JG5453	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	03/24/2005	05/04/2005		86,940.00	USD
IC576820H	0570E04153	HNK	IMLC	LANIFICIO CECCHI LIDO AND FIGLI SPA	IT	03/28/2005	05/05/2005		5,814.11	USD
IC576822H	0571E04209	HNK	IMLC	MENSA	TR	03/28/2005	05/22/2005		25,283.48	USD
IC576825H	0573D09169	HNK	IMLC	LANIFICIO GIOVANNI MAGNI-LINEAEMME	IT	03/28/2005	05/15/2005		56,941.50	USD
IC576826H	0574D09105	HNK	IMLC	TAI FUNG TEXTILES CO. LTD.	HK	03/28/2005	05/15/2005		14,307.19	USD
IC576829H	0575D09152	HNK	IMLC	LANIFICIO BISENTINO S.P.A.	IT	03/28/2005	05/11/2005		181,140.75	USD
IC576975H	0576JG5392	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/30/2005	05/31/2005		225,186.59	USD
IC576978H	0577JG55434	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/30/2005	05/17/2005		896,561.37	USD
IC576979H	0578JG55433	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/30/2005	05/18/2005		220,284.46	USD
IC576981H	0579JG5442	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/30/2005	05/10/2005		490,009.19	USD
IC577003H	0581NA02243	HNK	IMLC	KIMTEKS TEKSTIL INSAAT SAN. VE TIC.	TR	03/31/2005	05/05/2005		3,067.07	USD
IC577004H	0582D09216	HNK	IMLC	MITSUI BUSSAN TEXTILE CO., LTD.	JP	03/31/2005	05/10/2005		154.28	USD
IC577019H	0585J4B0316LC	HNK	IMLC	SLC CO., LTD.	KR	03/31/2005	05/06/2005		19,775.33	USD
IC577020H	0586JTK323A	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	03/31/2005	05/06/2005		41,710.54	USD
IC577028H	0593JG5456	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	03/31/2005	06/30/2005		163,198.06	USD
IC577029H	0594JG5461	HNK	IMLC	CARNIVAL INDUSTRIAL CORP.	TW	03/31/2005	05/02/2005		18,168.43	USD
IC577030H	0595JG5454	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/31/2005	05/03/2005		11,495.40	USD
IC577032H	0596JG5455	HNK	IMLC	HIGH FASHION GARMENTS CO., LTD.	HK	03/31/2005	05/10/2005		18,266.67	USD
IC577033H	0597JG5463	HNK	IMLC	SAVERIO INTERNATIONAL LIMITED	HK	03/31/2005	05/07/2005		255,541.97	USD
IC577034H	0598JG5466	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/31/2005	05/07/2005		168,415.27	USD
IC577035H	0599JG5410	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	03/31/2005	05/24/2005		100,722.72	USD
IC577036H	0600JG5458	HNK	IMLC	P.T. CITRA ABADI SEJATI	ID	03/31/2005	06/14/2005		87,520.00	USD
IC577037H	0601JG5435	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/31/2005	05/10/2005		16,507.01	USD
IC577038H	0602JG5450	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/31/2005	05/10/2005		45,735.04	USD

	Wachovia Bank, N.A.	Page: 5
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC577039H	0603JG5123	HNK	IMLC	WILFORD KNITWEAR FTY. LTD.	HK	03/31/2005	05/11/2005		191,980.05	USD
IC577040H	0604JG5437	HNK	IMLC	SAVERIO INTERNATIONAL LIMITED	HK	03/31/2005	05/11/2005		118,399.20	USD
IC577190H	0606JG5477	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/04/2005	05/06/2005		163,948.95	USD
IC577524H	0607JG5474	HNK	IMLC	UNITEX FASHION (CHINA) LIMITED	HK	04/11/2005	05/11/2005		282,134.24	USD
IC577527H	0608JG5479	HNK	IMLC	TONGLU PUDE GARMENTS CO.	C2	04/11/2005	04/30/2005		203,803.15	USD
IC577528H	0609JG5491	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/11/2005	04/30/2005		17,481.33	USD
IC577529H	0610JG5490	HNK	IMLC	DOKO (HONG KONG)LTD	HK	04/11/2005	05/15/2005		13,344.24	USD
IC577530H	0611JG5496	HNK	IMLC	DOKO (HONG KONG)LTD	HK	04/11/2005	05/15/2005		63,921.90	USD
IC577531H	0612JG5092	HNK	IMLC	PAK TAK KNITTING GARMENT FACTORY L	HK	04/11/2005	05/15/2005		68,448.16	USD
IC577536H	0616JG5465	HNK	IMLC	PLATINUM 2000 LIMITED	HK	04/11/2005	04/30/2005		40,537.51	USD
IC577537H	0617JG5472	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	04/11/2005	05/21/2005		225,392.80	USD
IC577538H	0618JG5487	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/11/2005	05/02/2005		70,895.64	USD
IC577539H	0619JG5495	HNK	IMLC	PT MUTIARA MITRA BUSANA APPAREL	ID	04/11/2005	05/24/2005		35,154.37	USD
IC577540H	0620JG5498	HNK	IMLC	PT MUTIARA MITRA BUSANA APPAREL	ID	04/11/2005	05/17/2005		57,453.25	USD
IC577543H	0621JG5481	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/11/2005	05/10/2005		166,186.26	USD
IC577545H	0622JG5464	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/11/2005	05/04/2005		42,118.75	USD
IC577546H	0623JG5483	HNK	IMLC	PLATINUM 2000 LIMITED	HK	04/11/2005	05/07/2005		49,632.24	USD
IC577547H	0624JG5480	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/11/2005	05/31/2005		86,169.87	USD
IC577548H	0625JG5302	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	04/11/2005	05/18/2005		41,602.69	USD
IC577549H	0626JG5303	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	04/11/2005	05/18/2005		130,834.35	USD
IC577550H	0627JG5418	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/11/2005	05/18/2005		86,009.64	USD
IC577551H	0628JG5497	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	04/11/2005	05/18/2005		236,513.66	USD
IC577552H	0629JG5470	HNK	IMLC	YEE TUNG GARMENT CO., LTD.	HK	04/11/2005	06/09/2005		207,378.54	USD
IC577553H	0630JG5409	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	04/11/2005	06/08/2005		49,752.51	USD
IC577555H	0631SH0330	HNK	IMLC	HAN SAE CO., LTD.	KR	04/11/2005	06/16/2005		221,878.78	USD
IC577557H	0632KR040105A	HNK	IMLC	HAN SAE CO., LTD.	KR	04/11/2005	05/27/2005		56,359.64	USD
IC577562H	0633JO0401SS	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/11/2005	06/20/2005		963,647.27	USD
IC577563H	0634N25C5137	HNK	IMLC	TROPIC KNITS LTD	MU	04/11/2005	07/25/2005		2,677,928.40	USD
IC577564H	0635N25C5217	HNK	IMLC	TROPIC KNITS LTD	MU	04/11/2005	07/25/2005		1,571,169.60	USD
IC577565H	0636N25C5417	HNK	IMLC	TROPIC KNITS LTD	MU	04/11/2005	07/25/2005		1,314,069.12	USD

	Wachovia Bank, N.A.	Page: 6
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC577569H	0637NA02138	HNK	IMLC	BTD TEKSTIL SAN. VE TIC. AS.	TR	04/11/2005	04/30/2005		55,731.38	USD
IC577571H	0638NA02255	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	04/11/2005	05/18/2005		142,039.01	USD
IC577635H	0639JG5474	HNK	IMLC	UNITEX FASHION (CHINA) LIMITED	HK	04/13/2005	05/11/2005		284,300.10	USD
IC577636H	0640JG5508	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/13/2005	04/30/2005		71,997.82	USD
IC577637H	0641JG5520	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/13/2005	04/30/2005		33,046.40	USD
IC577638H	0642JG5504	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	04/13/2005	05/07/2005		300,552.98	USD
IC577639H	0643JG5448	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	04/13/2005	05/18/2005		25,031.74	USD
IC577640H	0644JG5449	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/13/2005	05/03/2005		136,621.31	USD
IC577642H	0645JG5485	HNK	IMLC	MAINFIELD DEVELOPMENT CO. LTD.	HK	04/13/2005	05/04/2005		12,501.08	USD
IC577645H	0646JG5521	HNK	IMLC	TAI KEI KNITTERS LMITED	HK	04/13/2005	05/04/2005		94,760.55	USD
IC577647H	0647JG5509	HNK	IMLC	TONGLU PUDE GARMENTS CO.	C2	04/13/2005	05/05/2005		54,746.97	USD
IC577649H	0648JG5502	HNK	IMLC	DOKO (HONG KONG)LTD	HK	04/13/2005	06/14/2005		173,319.42	USD
IC577653H	0649JG5501	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/13/2005	06/02/2005		236,550.81	USD
IC577656H	06502MK0407A	HNK	IMLC	SAMKWANG APPAREL CORP	KR	04/13/2005	05/30/2005		91,926.72	USD
IC577748H	0651D09134	HNK	IMLC	TESSITURE MECCANICHE SETERIE	IT	04/15/2005	05/10/2005		51,472.05	USD
IC577751H	0652D09278	HNK	IMLC	SUNGWON TNC CO., LTD.	KR	04/15/2005	05/15/2005		46,147.50	USD
IC577753H	0653D09175	HNK	IMLC	MITSUI BUSSAN TEXTILE CO., LTD.	JP	04/15/2005	05/20/2005		9,708.30	USD
IC577756H	0654D09199	HNK	IMLC	KEN TRADING	JP	04/15/2005	05/25/2005		785,551.20	USD
IC577759H	0655D09242	HNK	IMLC	MITSUI BUSSAN TEXTILE CO., LTD.	JP	04/15/2005	05/20/2005		15,981.00	USD
IC577762H	0656D09183	HNK	IMLC	MITSUI BUSSAN TEXTILE CO., LTD.	JP	04/15/2005	05/20/2005		9,055.02	USD
IC577788H	0657D09156	HNK	IMLC	LAN LUIGI BOGGIO CASERO SRL	IT	04/15/2005	05/30/2005		190,769.25	USD
IC577792H	0658D09198	HNK	IMLC	KEN TRADING	JP	04/15/2005	05/20/2005		576,315.60	USD
IC577794H	0659D09185	HNK	IMLC	MITSUI BUSSAN TEXTILE CO., LTD.	JP	04/15/2005	05/15/2005		1,641.68	USD
IC577796H	0660D09168	HNK	IMLC	LANIFICIO BISENTINO S.P.A.	IT	04/15/2005	05/11/2005		26,780.78	USD
IC577798H	0661D09097	HNK	IMLC	KEN TRADING	JP	04/15/2005	05/20/2005		29,563.63	USD
IC577803H	0662D09310	HNK	IMLC	KEN TRADING	JP	04/15/2005	05/10/2005		145.04	USD
IC577804H	0663D09147	HNK	IMLC	TESSILGROSSO SPA	IT	04/15/2005	05/15/2005		119,301.00	USD
IC577807H	0665NA02143	HNK	IMLC	PICCHI S.P.A.	IT	04/15/2005	05/07/2005		780.18	USD
IC577809H	0667ND00482	HNK	IMLC	SAMIL KNIT CO., LTD.	KR	04/15/2005	05/13/2005		13,020.00	USD
IC577823H	0671G02857	HNK	IMLC	L AND D INTERNATIONAL CO., LTD.	KR	04/15/2005	05/20/2005		11,080.13	USD

	Wachovia Bank, N.A.	Page: 7
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC577824H	0672G02718	HNK	IMLC	TREMO LTD	KR	04/15/2005	05/22/2005		29,006.25	USD
IC577826H	0673G02874	HNK	IMLC	INTERMALL TEXTILE (H.K.) CO., LTD.	HK	04/15/2005	06/14/2005		24,911.25	USD
IC577827H	0675G02845	HNK	IMLC	HANA TEXTILES CO., LTD.	KR	04/15/2005	05/15/2005		15,907.50	USD
IC577828H	0675G02712	HNK	IMLC	SNT CO., LTD.	KR	04/15/2005	05/31/2005		42,508.20	USD
IC577831H	0676G02715	HNK	IMLC	SEO KWANG TRADING CO., LTD.	KR	04/15/2005	05/30/2005		16,668.75	USD
IC577992H	0677JG5441	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/20/2005	05/12/2005		512,952.42	USD
IC577993H	0678JG5540	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/20/2005	05/11/2005		83,647.77	USD
IC577996H	0679JG5546	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/20/2005	06/04/2005		463,051.25	USD
IC577999H	0680JG5530	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/20/2005	05/10/2005		253,020.93	USD
IC578002H	0681JG5317	HNK	IMLC	LAI’S KNITWEAR MANUFACTURING LTD.	HK	04/20/2005	05/15/2005		262,308.81	USD
IC578012H	0682JG5482	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/20/2005	05/15/2005		38,939.00	USD
IC578015H	0684JG5527	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	04/20/2005	05/21/2005		26,247.06	USD
IC578017H	0685JG5493	HNK	IMLC	SAVERIO INTERNATIONAL LIMITED	HK	04/20/2005	05/22/2005		58,084.20	USD
IC578019H	0686JG5522	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	04/20/2005	05/30/2005		35,704.14	USD
IC578020H	0687JG5541	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/20/2005	05/25/2005		55,442.88	USD
IC578023H	0688JEV065R1	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/20/2005	07/18/2005		1,277,908.33	USD
IC578026H	0689JTK0411A	HNK	IMLC	HAN SAE CO., LTD.	KR	04/20/2005	05/16/2005		208,653.35	USD
IC578029H	0690AGOC264	HNK	IMLC	ORIENT CRAFT LIMITED	IN	04/20/2005	05/20/2005		101,941.56	USD
IC578031H	0691JONES	HNK	IMLC	DISENO Y COLOR S.A.	PE	04/20/2005	06/14/2005		332,876.88	USD
IC578069H	0693NA02327	HNK	IMLC	BTD TEKSTIL LTD	TR	04/20/2005	05/10/2005		18,228.00	USD
IC578082H	0694NA02117	HNK	IMLC	LES TISSUS MAREY	FR	04/20/2005	05/10/2005		13,125.00	USD
IC578084H	0695NA02335	HNK	IMLC	BTD TEKSTIL SAN. VE TIC. AS.	TR	04/20/2005	05/30/2005		29,786.40	USD
IC578086H	0696NA02254	HNK	IMLC	BTD TEKSTIL SAN. VE TIC. AS.	TR	04/20/2005	05/10/2005		10,025.40	USD
IC578087H	0697NA02240	HNK	IMLC	BTD TEKSTIL SAN. VE TIC. AS.	TR	04/20/2005	05/10/2005		18,277.88	USD
IC578088H	0698NA02251	HNK	IMLC	TESSILGODI S.P.A.	IT	04/20/2005	06/04/2005		21,619.50	USD
IC578092H	0699NA02245	HNK	IMLC	SEJEE COMPANY LIMITED	HK	04/20/2005	05/25/2005		39,768.75	USD
IC578097H	0700D09200	HNK	IMLC	KEN TRADING	JP	04/20/2005	06/09/2005		221,165.70	USD
IC578098H	0701D09224	HNK	IMLC	MITSUI BUSSAN TEXTILE CO., LTD.	JP	04/21/2005	05/30/2005		18,900.00	USD
IC578099H	0702D09215	HNK	IMLC	KEN TRADING	JP	04/20/2005	05/30/2005		1,413.12	USD
IC578100H	0703D09241	HNK	IMLC	KEN TRADING	JP	04/20/2005	06/04/2005		44,864.40	USD

	Wachovia Bank, N.A.	Page: 8
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA, INC.

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC578101H	0704D09290	HNK	IMLC	TEXTILE LOOK S.R.L	IT	04/20/2005	06/04/2005		14,916.83	USD
IC578102H	0705D09302	HNK	IMLC	TEXTILE LOOK S.R.L	IT	04/20/2005	05/25/2005		25,462.50	USD
IC578156H	0707G02883	HNK	IMLC	HANSIN TOPAZ CO., LTD.	KR	04/21/2005	05/25/2005		1.10	USD
IC578158H	0708G02819	HNK	IMLC	HANSIN TOPAZ CO., LTD.	KR	04/21/2005	05/15/2005		143.50	USD
IC578163H	0709JG5513	HNK	IMLC	HEMPEL CHINA LIMITED	C2	04/25/2005	05/21/2005		245,390.75	USD
IC578165H	0710JG5492	HNK	IMLC	EXCELLENT JADE LIMITED	HK	04/25/2005	06/14/2005		222,272.44	USD
IC578166H	0711JG5535	HNK	IMLC	CALIBRE MERCHANDISING CO., LTD.	HK	04/25/2005	06/02/2005		27,188.14	USD
IC578167H	0712JG5542	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/25/2005	05/17/2005		47,267.12	USD
IC578171H	0713JG5523	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	04/25/2005	05/17/2005		114,039.41	USD
IC578172H	0714JG5554	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	04/25/2005	06/04/2005		32,967.17	USD
IC578174H	0715JG5531	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	04/25/2005	05/21/2005		1,032,414.77	USD
IC578175H	0716JG5488	HNK	IMLC	NAMESON INDUSTRIAL LIMITED	HK	04/25/2005	06/29/2005		100,182.18	USD
IC578176H	0717JG5503	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/25/2005	05/25/2005		94,734.41	USD
IC578177H	0718JG5529	HNK	IMLC	SHANGDONG CHERRY GROUP MAYTEX	C1	04/25/2005	05/26/2005		42,871.36	USD
IC578178H	0719JG5549	HNK	IMLC	GRAND-TECH INTERNATIONAL CO. LTD.	HK	04/25/2005	05/26/2005		112,067.49	USD
IC578180H	0720JG5514	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	04/25/2005	05/30/2005		102,164.00	USD
IC578181H	0721JG5515	HNK	IMLC	YEE TUNG GARMENT CO., LTD.	HK	04/25/2005	07/23/2005		118,877.80	USD
IC578182H	0722JG5516	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	04/25/2005	05/30/2005		84,589.03	USD
IC578183H	0723JG5543	HNK	IMLC	TONGLU PUDE GARMENTS CO.	C2	04/25/2005	05/30/2005		21,664.83	USD
IC578184H	0724JG5552	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/25/2005	05/31/2005		50,309.28	USD
IC578185H	0725JG5533	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/25/2005	06/07/2005		203,988.39	USD
IC578188H	0726JG5494	HNK	IMLC	MAXIMARK INTERNATIONAL LIMITED	HK	04/25/2005	06/01/2005		87,495.21	USD
IC578189H	0727JG5517	HNK	IMLC	EXCELLENT JADE LIMITED	HK	04/25/2005	06/01/2005		25,725.00	USD
IC578191H	0728JG5536	HNK	IMLC	LEIGHTON TEXTILES CO., LTD	HK	04/25/2005	06/01/2005		129,399.22	USD
IC578203H	0729JG5544	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	04/25/2005	06/05/2005		400,382.14	USD
IC578206H	0730JEV063JE1	HNK	IMLC	HAN SAE CO., LTD.	KR	04/25/2005	06/05/2005		144,806.00	USD
IC578211H	0731PAUL0419LCB	HNK	IMLC	SAMKWANG APPAREL CORP	KR	04/25/2005	07/06/2005		492,218.25	USD
IC578215H	0732PAUL0420	HNK	IMLC	POONGIN TRADING CO., LTD.	KR	04/25/2005	06/05/2005		53,256.00	USD
IC578217H	0733JTK0415A	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	04/25/2005	06/04/2005		24,056.05	USD
IC578273H	0734PAUL0419	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	04/25/2005	07/06/2005		27,963.92	USD

	Wachovia Bank, N.A.	Page: 9
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC578285H	0735JEV062JE1	HNK	IMLC	HAN SAE CO., LTD.	KR	04/25/2005	07/03/2005		402,431.66	USD
IC578293H	0736SK0406A	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/25/2005	06/06/2005		407,681.79	USD
IC578296H	0737SK0414A	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/25/2005	07/11/2005		1,080,437.68	USD
IC578298H	0738KR033005A	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	04/25/2005	06/08/2005		148,800.82	USD
IC578299H	0739AGOC265	HNK	IMLC	ORIENT CRAFT LIMITED	IN	04/25/2005	05/20/2005		44,769.08	USD
IC578307H	0740D09135	HNK	IMLC	PARAMOUNT TEXTEIS INDUSTRIA E	BR	04/25/2005	06/25/2005		480,658.50	USD
IC578308H	0741NA02211	HNK	IMLC	TAECHANG ENTERPRISE CO., LTD.	KR	04/25/2005	05/12/2005		32.40	USD
IC578406H	0742NW00048	HNK	IMLC	HANSIN TOPAZ CO., LTD.	KR	04/26/2005	05/15/2005		133.10	USD
IC578525H	0743JG5555	HNK	IMLC	AUTOMOBILE FASHIONS CO., LTD	TW	04/29/2005	06/01/2005		344,910.02	USD
IC578527H	0744JG5593	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	04/29/2005	07/09/2005		190,242.07	USD
IC578530H	0745JG5574	HNK	IMLC	UNITEX FASHION (CHINA) LIMITED	HK	04/29/2005	06/23/2005		34,749.83	USD
IC578532H	0746JG5557	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/29/2005	06/01/2005		86,560.04	USD
IC578534H	0747JG5565	HNK	IMLC	FULLCHARM KNITTERS LIMITED	HK	04/29/2005	05/25/2005		33,471.90	USD
IC578538H	0748JG5578	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	04/29/2005	05/25/2005		20,802.36	USD
IC578598H	0749JG5589	HNK	IMLC	SHANGDONG CHERRY GROUP MAYTEX	C1	04/29/2005	05/26/2005		8,765.48	USD
IC578599H	0750JG5575	HNK	IMLC	GRAND-TECH INTERNATIONAL CO. LTD.	HK	05/03/2005	06/11/2005		322,684.10	USD
IC578602H	0751JO0421	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/29/2005	06/26/2005		213,723.99	USD
IC578605H	0752JG41080	HNK	IMLC	YOOPOONG CORPORATION	KR	04/29/2005	05/22/2005		76,569.30	USD
IC578606H	0753JG5591	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	04/29/2005	05/24/2005		13,874.28	USD
IC578607H	0754JG5558	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	04/29/2005	06/01/2005		216,062.40	USD
IC578608H	0755JG5583	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	04/29/2005	06/14/2005		45,612.93	USD
IC578609H	0756JG5598	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/29/2005	06/03/2005		27,123.13	USD
IC578610H	0757JG5573	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/29/2005	06/15/2005		112,867.91	USD
IC578611H	0758JG5588	HNK	IMLC	PLATINUM 2000 LIMITED	HK	04/29/2005	07/07/2005		146,350.38	USD
IC578614H	0759JG5553	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/29/2005	06/14/2005		197,211.20	USD
IC578617H	0760JG5580	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	04/29/2005	07/19/2005		36,716.37	USD
IC578619H	0761JG5537	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/29/2005	06/08/2005		14,896.99	USD
IC578627H	0762JG5538	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/29/2005	07/06/2005		73,754.58	USD
IC578628H	0763JG5570	HNK	IMLC	DASHING INDUSTRIAL COMPANY LIMITED	HK	04/29/2005	06/08/2005		29,283.60	USD
IC578631H	0764JG5571	HNK	IMLC	AUTOMOBILE FASHIONS CO., LTD	TW	04/29/2005	06/08/2005		63,293.24	USD

	Wachovia Bank, N.A.	Page: 10
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA, INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC578633H	0765JG5584	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/29/2005	06/08/2005		38,461.52	USD
IC578634H	0766JG5566	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	04/29/2005	06/11/2005		494,550.00	USD
IC578635H	0767NA02054	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/29/2005	05/20/2005		4,323.38	USD
IC578687H	0768HD00332	HNK	IMLC	YOO SAN CO., LTD.	KR	05/03/2005	05/18/2005		67,872.00	USD
IC578726H	0770G02854	HNK	IMLC	SNT CO., LTD.	KR	05/03/2005	05/25/2005		9,632.70	USD
IC578727H	0771NA02260	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	05/03/2005	06/14/2005		16,049.25	USD
IC578728H	0772MA01036	HNK	IMLC	MANIFATURRA TESSILE NEW LINE SPA	IT	05/03/2005	06/20/2005		45,012.71	USD
IC578729H	0773MA01041	HNK	IMLC	BTD TEKSTIL SAN. VE TIC. AS.	TR	05/03/2005	05/25/2005		26,294.63	USD
IC578730H	0774MA01068	HNK	IMLC	ABRAHAM MOON AND SONS LIMITED	GB	05/03/2005	07/20/2005		232,592.59	USD
IC578731H	0775MA01013	HNK	IMLC	D.A.G. CO., LTD.	TW	05/03/2005	05/30/2005		147,219.66	USD
IC578732H	0776NA02249	HNK	IMLC	MENSA	TR	05/03/2005	06/04/2005		50,884.05	USD
IC578733H	0778D09305	HNK	IMLC	TESSILGODI S.P.A.	IT	05/03/2005	06/10/2005		8,904.00	USD
IC578783H	0779JG5604	HNK	IMLC	PAK TAK KNITTING GARMENT FACTORY L	HK	05/03/2005	05/25/2005		118,852.34	USD
IC578785H	0780JTK0425B	HNK	IMLC	HAN SAE CO., LTD.	KR	05/03/2005	06/05/2005		24,620.55	USD
IC578786H	0781JTK0425D	HNK	IMLC	SAMKWANG APPAREL CORP	KR	05/03/2005	06/05/2005		93,723.14	USD
IC578787H	0782JTK0425A	HNK	IMLC	HAN SAE CO., LTD.	KR	05/03/2005	06/05/2005		323,903.87	USD
IC578788H	0783JEV070R1	HNK	IMLC	HOJEON LIMITED	KR	05/03/2005	07/20/2005		169,973.87	USD
IC579004H	0784NA02355	HNK	IMLC	BTD TEKSTIL SAN. VE TIC. AS.	TR	05/09/2005	06/09/2005		33,870.38	USD
IC579026H	0785D09327	HNK	IMLC	KEN TRADING	JP	05/09/2005	06/30/2005		97,383.83	USD
IC579028H	0786D09291	HNK	IMLC	MITSUI BUSSAN TEXTILE CO., LTD.	JP	05/09/2005	06/20/2005		22,932.00	USD
IC579032H	0788D09250	HNK	IMLC	TAI FUNG TEXTILES CO. LTD.	HK	05/09/2005	06/20/2005		18,319.88	USD
IC579034H	0789D09251	HNK	IMLC	TESSITURE MECCANICHE SETERIE	IT	05/09/2005	06/10/2005		78,694.35	USD
IC579035H	0790NA02244	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	05/09/2005	05/30/2005		29,798.69	USD
IC579036H	0792NA02336	HNK	IMLC	BTD TEKSTIL SAN. VE TIC. AS.	TR	05/09/2005	06/06/2005		18,757.20	USD
IC579095H	0793JG5619	HNK	IMLC	KEYABLE INTERNATIONAL LTD.	HK	05/11/2005	06/01/2005		75,584.81	USD
IC579096H	0794JG5610	HNK	IMLC	SHANGHAI SALES CLOTHING (WEI YA)CO	C2	05/11/2005	05/30/2005		50,657.50	USD
IC579123H	0795JG5559	HNK	MLC	CHIN HO KNITTING FACTORY LIMITED	HK	05/11/2005	06/08/2005		131,389.17	USD
IC579124H	0796JG5561	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	05/11/2005	06/08/2005		26,929.67	USD
IC579126H	0797JG5564	HNK	IMLC	WILFORD KNITWEAR FTY. LTD.	HK	05/11/2005	06/08/2005		83,600.76	USD
IC579127H	0798JG5643	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	05/11/2005	05/30/2005		103,128.55	USD

	Wachovia Bank, N.A.	Page: 11
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC579171H	0799JG5608	HNK	IMLC	FIL-PACIFIC APPAREL CORPORATION	PH	05/11/2005	06/27/2005		275,822.93	USD
IC579200H	0800JG5620	HNK	IMLC	SHANGDONG CHERRY GROUP MAYTEX	C1	05/11/2005	05/30/2005		58,306.08	USD
IC579205H	0801JG5624	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	05/11/2005	05/30/2005		105,991.28	USD
IC579212H	0802JG5628	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	05/11/2005	06/27/2005		50,440.90	USD
IC579227H	0803JG5614	HNK	IMLC	CHINAMINE TRADING LTD.	HK	05/11/2005	06/08/2005		123,961.36	USD
IC579228H	0804JG5607	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	05/11/2005	06/04/2005		57,099.06	USD
IC579229H	0805JG5642	HNK	IMLC	TONGLU PUDE GARMENTS CO.	C2	05/11/2005	06/04/2005		235,412.19	USD
IC579231H	0806JG5609	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	05/11/2005	06/06/2005		55,759.03	USD
IC579232H	0807JG5590	HNK	IMLC	JOY PLUS TRADING (HK) LTD	HK	05/11/2005	06/07/2005		51,402.70	USD
IC579233H	0808JG5605	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	05/11/2005	06/08/2005		41,485.63	USD
IC579234H	0809JTK0428A	HNK	IMLC	SAMKWANG APPAREL CORP	KR	05/11/2005	06/06/2005		27,442.86	USD
IC579235H	0810JTK0426A	HNK	IMLC	SAMKWANG APPAREL CORP	KR	05/11/2005	06/10/2005		423,642.68	USD
IC579237H	0811A1/R5	HNK	IMLC	BISHARA TEXTILE AND MANUFACTURING	EG	05/11/2005	05/30/2005		34,904.16	USD
IC579238H	0812A1/R2	HNK	IMLC	BISHARA TEXTILE AND MANUFACTURING	EG	05/11/2005	05/30/2005		65,930.52	USD
						Appl Name Total:			47,255,033.92

Applicant Name: NORTON MCNAUGHTON OF SQUIRE,

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
SM208080	SM208080	USA	SBLC	GETTINGER ASSOCIATES, L.P.	US	05/06/2004	03/31/2006		19,899.66	USD
						Appl Name Total:			19,899.66
						Total:			77,254,702.90
BA/ACCPT Summary:
						Total:

*** END OF OUTSTANDING SUMMARY REPORT

OSTSMY.RDF

	Wachovia Bank, N.A.	Page: 1
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: NINE WEST

Applicant Name: NINE WEST GROUP

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC009677U	NW0157PDNWR46	USA	IMLC	ZENITH HANDBAGS	CA	03/24/2005	05/26/2005		72,039.00	USD
IC009884U	NW0170CW895	USA	IMLC	CMA MARKETING	US	04/07/2005	06/05/2005		28,502.42	USD
IC010139U	NW0205CW902	USA	IMLC	STREET CARS	US	04/26/2005	06/24/2005		106,048.50	USD
						Appl Name Total:			206,589.92

Applicant Name: NINE WEST GROUP INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC573733H	NW0117CW879	HNK	IMLC	GIESSE CALZATURE SRL	IT	03/03/2005	04/30/2005		49,612.50	USD
IC573736H	NW0118LM007	HNK	IMLC	SUREFIELD LIMITED	HK	03/03/2005	04/29/2005		20,906.40	USD
IC574213H	NW0133SNLK28	HNK	IMLC	OVERLAND TRADING S/A	BR	03/14/2005	05/03/2005		27,027.00	USD
IC576561H	NW0144LM012	HNK	IMLC	SUREFIELD LIMITED	HK	03/21/2005	06/04/2005		175,657.20	USD
IC576566H	NW0151DP76	HNK	IMLC	GOLDEN MATE INTERNATIONAL CORP.	TW	03/18/2005	05/28/2005		26,998.20	USD
IC576787H	NW0152DP81	HNK	IMLC	CALZATURIFICIO JOPER SRL	IT	03/24/2005	05/31/2005		14,489.19	USD
IC576788H	NW0153KG006	HNK	IMLC	SUREFIELD LIMITED	HK	03/24/2005	06/04/2005		61,490.40	USD
IC576790H	NW0155DP75	HNK	IMLC	CORAL REEF ASIA PACIFIC	HK	03/24/2005	05/28/2005		36,528.00	USD
IC576791H	NW0156LM016	HNK	IMLC	SUREFIELD LIMITED	HK	03/24/2005	05/23/2005		9,672.00	USD
IC576792H	NW0158SNLK29	HNK	IMLC	OVERLAND TRADING S/A	BR	03/24/2005	05/20/2005		30,625.50	USD
IC576793H	NW0159PROF014	HNK	IMLC	MARONDA INTERNATIONAL LTD.	TW	03/24/2005	06/03/2005		44,322.00	USD
IC576794H	NW0160DA177	HNK	IMLC	CALZATURIFICIO LENCIONI CARLO SRL	IT	03/24/2005	06/04/2005		75,013.20	USD
IC576795H	NW0161LM017	HNK	IMLC	SUREFIELD LIMITED	HK	03/24/2005	06/04/2005		165,985.20	USD
IC576971H	NW0162DP82	HNK	IMLC	CALZATURIFICIO JOPER SRL	IT	03/30/2005	05/26/2005		11,692.80	USD
IC577414H	0169CW894	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	04/07/2005	06/04/2005		84,773.55	USD
IC577415H	NW0171CW896	HNK	IMLC	POPUTOP ENTERPRISE CORP.	TW	04/07/2005	06/05/2005		19,260.00	USD
IC577418H	NW0173CW898	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	04/07/2005	06/06/2005		61,875.00	USD
IC577419H	NW0174CW899	HNK	IMLC	FU CHEN INTERNATIONAL LTD.	HK	04/07/2005	05/27/2005		18,507.00	USD
IC577420H	NW0175CW900	HNK	IMLC	CALZATURIFICIO JOPER SRL	IT	04/07/2005	06/05/2005		72,716.13	USD
IC577422H	NW0177LM027	HNK	IMLC	SOUTH SERVICE TRADING S/A	BR	04/07/2005	06/10/2005		86,197.35	USD
IC577423H	NW0178KG007	HNK	IMLC	SUREFIELD LIMITED	HK	04/07/2005	05/30/2005		28,548.00	USD
IC577617H	NW0179MTK5	HNK	IMLC	MARONDA INTERNATIONAL LTD.	TW	04/12/2005	06/25/2005		51,224.40	USD

OSTSMY.RDF

	Wachovia Bank, N.A.	Page: 2
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: NINE WEST

Applicant Name: NINE WEST GROUP INC.

L/CBank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC577618H	NW0180MTK6	HNK	IMLC	MARONDA INTERNATIONAL LTD.	TW	04/12/2005	06/30/2005		27,768.00	USD
IC577619H	NW0181PDNWR48	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/12/2005	06/07/2005		6,532.50	USD
IC577620H	NW0182PDNWR49	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/12/2005	06/07/2005		12,341.40	USD
IC577621H	NW0183MULT8484	HNK	IMLC	CALZATURIFICIO SIMON’S SHOE SRL	IT	04/12/2005	06/02/2005		56,418.60	USD
IC577977H	NW0184PDNW050	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/19/2005	06/14/2005		54,721.50	USD
IC577978H	NW0185PDNWR51	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/19/2005	06/14/2005		16,440.00	USD
IC577980H	NW0186PDNW052	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/19/2005	06/21/2005		16,482.00	USD
IC577981H	NW0187PDNWR53	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/19/2005	06/28/2005		56,103.00	USD
IC577982H	NW0188CJD9	HNK	IMLC	CALZADOS CASTELLER, SL	ES	04/19/2005	05/18/2005		15,366.56	USD
IC577983H	NW0189CJD10	HNK	IMLC	CALZADOS CASTELLER, SL	ES	04/19/2005	05/11/2005		9,604.10	USD
IC577984H	NW0190CJD11	HNK	IMLC	CALZADOS CASTELLER, SL	ES	04/19/2005	06/08/2005		48,020.51	USD
IC577985H	NW0191CJD12	HNK	IMLC	CALZADOS CASTELLER, SL	ES	04/19/2005	06/08/2005		32,269.78	USD
IC578271H	NW0192DP87	HNK	IMLC	BEST MATCH GLOBAL LTD	VG	04/26/2005	06/05/2005		20,606.40	USD
IC578272H	NW0193DP88	HNK	IMLC	GOLDEN GLORY INTERNATIONAL GROUP	TW	04/25/2005	06/05/2005		31,428.00	USD
IC578274H	NW0195SNLK30	HNK	IMLC	SUREFIELD LIMITED	HK	04/25/2005	06/24/2005		130,854.00	USD
IC578275H	NW0196LM033	HNK	IMLC	SUREFIELD LIMITED	HK	04/25/2005	07/01/2005		13,170.60	USD
IC578277H	NW0197LM034	HNK	IMLC	SUREFIELD LIMITED	HK	04/25/2005	06/10/2005		11,923.20	USD
IC578278H	NW0198LM035	HNK	IMLC	SUREFIELD LIMITED	HK	04/25/2005	06/24/2005		24,217.20	USD
IC578391H	NW0199DP84	HNK	IMLC	DIVINA SRL	IT	04/26/2005	07/14/2005		140,280.00	USD
IC578392H	NW0200LM028	HNK	IMLC	SOUTH SERVICE TRADING S/A	BR	04/26/2005	07/11/2005		11,938.20	USD
IC578393H	NW0201SNLK31	HNK	IMLC	SUREFIELD LIMITED	HK	04/26/2005	07/01/2005		141,384.00	USD
IC578394H	NW0202MTK7	HNK	IMLC	SUREFIELD LIMITED	HK	04/26/2005	06/24/2005		69,468.00	USD
IC578395H	NW0203MTK8	HNK	IMLC	SUREFIELD LIMITED	HK	04/26/2005	06/24/2005		71,962.80	USD
IC578396H	NW0204CW901	HNK	IMLC	OVERLAND TRADING S/A	BR	04/26/2005	06/30/2005		40,312.50	USD
IC578397H	NW0206CW903	HNK	IMLC	TRITONE SHOE CORP. C/O TRITONE SHOE	TW	04/26/2005	06/21/2005		16,875.00	USD
IC578398H	NW0207CW904	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	04/26/2005	06/15/2005		36,713.25	USD
IC578399H	NW0208CW905	HNK	IMLC	FU CHIN INTERNATINAL LTD.	HK	04/26/2005	06/15/2005		11,206.50	USD
IC578400H	NW0209CW906	HNK	IMLC	SINOWEST TRADING, LTD.	HK	04/26/2005	05/28/2005		58,270.50	USD
IC578645H	NW0210KG011	HNK	IMLC	SUREFIELD LIMITED	HK	04/29/2005	06/16/2005		232,546.50	USD
IC578646H	NW0211KG012	HNK	IMLC	SUREFIELD LIMITED	HK	04/29/2005	06/10/2005		58,184.00	USD

OSTSMY.RDF

	Wachovia Bank, N.A.	Page: 3
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: NINE WEST GROUP INC.

L/C Bank						Opening		Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date		Date	Liability Balance
IC578648H	NW0213KG013	HNK	IMLC	SUREFIELD LMITED	HK	04/29/2005		06/24/2005		104,580.00	USD
IC578651H	NW0215DP92	HNK	IMLC	LENCI CALZATURE SPA	IT	04/29/2005		07/08/2005		21,262.50	USD
IC579103H	NW0219MTK9	HNK	IMLC	OVERLAND TRADING S/A	BR	05/10/2005		06/15/2005		15,311.40	USD
IC579104H	NW0220MTK10	HNK	IMLC	OVERLAND TRADING S/A	BR	05/10/2005		06/15/2005		16,644.00	USD
IC579106H	NW0221MTK11	HNK	IMLC	OVERLAND TRADING S/A	BR	05/10/2005		06/21/2005		22,822.80	USD
IC579107H	NW0222MTK12	HNK	IMLC	OVERLAND TRADING S/A	BR	05/10/2005		06/27/2005		37,620.00	USD
IC579110H	NW0223PDNWR54	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	05/10/2005		06/28/2005		19,125.00	USD
IC579112H	NW0224PDNWR55	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	05/10/2005		07/05/2005		79,236.00	USD
IC579114H	NW0225PDBANDO56	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	05/10/2005		07/12/2005		3,180.00	USD
IC579115H	NW0226PDNWR57	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	05/10/2005		07/12/2005		20,025.00	USD
IC579116H	NW0227PDBANDO58	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	05/10/2005		07/14/2005		2,764.80	USD
IC579117H	NW0228PDNWO59	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	05/10/2005		07/19/2005		33,448.80	USD
IC579118H	NW0229PDNWR60	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	05/10/2005		07/19/2005		49,413.00	USD
IC579120H	NW0230DP90	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	05/10/2005		07/31/2005		30,637.50	USD
						Appl Name Total:				3,102,600.42
							Total:			3,309,190.34
BA/ACCPT Summary:
							Total:

*** END OF OUTSTANDING SUMMARY REPORT

OSTSMY.RDF

	Wachovia Bank, N.A.	Page: 1
	Outstanding Summary Report
	For Applicant: BARNEY’S INC	Date: 05/11/2005

Applicant Name: BARNEY’S INC

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC569885H	SOZZISS05-1	HNK	IMLC	SOZZI CALZE S.P.A.	IT	01/04/2005	05/21/2005		988.63	USD
IC569987H	ISAIASS05-2	HNK	IMLC	ISAIA AND ISAIA S.P.A.	IT	01/05/2005	05/16/2005		4,344.03	USD
IC570065H	CAMCAMSS05-2	HNK	IMLC	CAMICERIA C.A.M. S.R.L.	IT	01/11/2005	06/20/2005		237.50	USD
IC570349H	GRIFFITTSS05-1	HNK	IMLC	GRIFFITT SPA	IT	01/12/2005	05/21/2005		509.53	USD
IC570690H	ISAIASS05-3	HNK	IMLC	ISAIA AND ISAIA S.P.A.	IT	01/17/2005	06/06/2005		4,078.98	USD
IC570902H	MARNISS05-3	HNK	IMLC	MARNI INTERNATIONAL S.A.	CH	01/21/2005	05/21/2005		530.88	USD
IC570927H	COSESS05-1	HNK	IMLC	COSE DI LANA SPA	IT	01/21/2005	05/21/2005		902.40	USD
IC572160H	FABRYSDDPLSS05-1	HNK	IMLC	FABRY’S S.R.L.	IT	01/26/2005	06/21/2005		60,066.90	USD
IC572457H	ALTEAAIRSS05-4	HNK	IMLC	ALTEA S.R.L.	IT	02/03/2005	06/06/2005		19,215.13	USD
IC572580H	BORGODDPLSS05-4	HNK	IMLC	BORGO 21 S.A.	CH	02/04/2005	05/06/2005		741.00	USD
IC572951H	GRAFFITISS05-1	HNK	IMLC	GRAFFITI S.R.L.	IT	02/14/2005	05/16/2005		8,979.59	USD
IC573584H	JLANVINSS05-2	HNK	IMLC	JEANNE LANVIN SA	FR	02/28/2005	06/05/2005		172,035.25	USD
IC573786H	MANOLDDPLSS05-2	HNK	IMLC	MANOLO BLAHNIK	US	03/04/2005	05/21/2005		103,284.00	USD
IC574253H	CHRLOUSS05-3	HNK	IMLC	CHRISTIAN LOUBOUTIN	FR	03/14/2005	05/21/2005		50,254.31	USD
IC574257H	CHRLOSPAINSS05-4	HNK	IMLC	CHRISTIAN LOUBOUTIN	FR	03/14/2005	05/21/2005		236,884.29	USD
IC577192H	ALTEAOCNSS05-6	HNK	IMLC	ALTEA S.R.L.	IT	04/04/2005	07/06/2005		114,080.76	USD
IC577194H	KITONDDPLSS05-1	HNK	IMLC	KITON CORPORATION	US	04/04/2005	07/25/2005		31,866.44	USD
IC577197H	ALTEAAIRSS05-7	HNK	IMLC	ALTEA S.R.L.	IT	04/04/2005	08/08/2005		90,972.02	USD
IC577587H	MANOLDDPLSS05-3	HNK	IMLC	MANOLO BLAHNIK	US	04/11/2005	07/06/2005		571,905.00	USD
IC577723H	ACTDPNYAPTSS05-1	HNK	IMLC	AC AND T S.R.L.	IT	04/13/2005	05/20/2005		58,175.92	USD
IC578650H	CHRLOUSS05-4	HNK	IMLC	CHRISTIAN LOUBOUTIN	FR	04/29/2005	07/06/2005		177,522.83	USD
IC578721H	MANOLDDPSS05-4	HNK	IMLC	MANOLO BLAHNIK	US	05/03/2005	08/05/2005		680,661.00	USD
IC578878H	MARNISS05-6	HNK	IMLC	MARNI INTERNATIONAL S.A.	CH	05/04/2005	06/21/2005		93,036.48	USD
IC579045H	INTAISS05-2	HNK	IMLC	INTAI S.P.A.	IT	05/09/2005	06/21/2005		38,162.00	USD
						Appl Name Total:			2,519,434.87

OSTSMY.RDF

	Wachovia Bank, N.A.	Page:               2
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: BARNEY’S INC

Applicant Name: BARNEYS, INC

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
SM211395	SM211395	USA	SBLC	GENERAL ELECTRIC CAPITAL CORP.	US	12/17/2004	12/15/2005		26,703,356.77	USD
						Appl Name Total:			26,703,356.77
						Total:			29,222,791.64
BA/ACCPT Summary:
Applicant Name: BARNEY’S INC
Bank	L/C Cust					Opening	Maturity
Reference	Reference	Site	Trans	Beneficiary	Ctry	Date	Date		Balance
IC569885H	SOZZISS05-1	HNK	ACCP’	SOZZI CALZE S.P.A.	IT	01/04/2005	05/20/2005		9,828.59	USD
IC569987H	ISAIASS05-2	HNK	ACCP’	ISAIA AND ISAIA S.P.A.	IT	01/05/2005	05/18/2005		8,539.26	USD
IC570065H	CAMCAMSS05-2	HNK	ACCP’	CAMICERIA C.A.M. S.R.L.	IT	01/11/2005	05/17/2005		18,505.28	USD
IC570690H	ISAIASS05-3	HNK	ACCP’	ISAIA AND ISAIA S.P.A.	IT	01/17/2005	06/03/2005		2,799.30	USD
IC572457H	ALTEAAIRSS05-4	HNK	ACCP’	ALTEA S.R.L.	IT	02/03/2005	05/17/2005		14,574.48	USD
IC572951H	GRAFFITISS05-l	HNK	ACCP’	GRAFFITI S.R.L.	IT	02/14/2005	05/25/2005		62,829.78	USD
IC573786H	MANOLDDPLSS05-2	HNK	ACCP’	MANOLO BLAHNIK	US	03/04/2005	06/13/2005		166,079.25	USD
IC574253H	CHRLOUSS05-3	HNK	ACCP’	CHRISTIAN LOUBOUTIN	FR	03/14/2005	05/31/2005		20,977.72	USD
						Appl Name Total:			304,133.66
							Total:		304,133.66

*** END OF OUTSTANDING SUMMARY REPORT

OSTSMY.RDF

	Wachovia Bank, N.A.	Page:               1
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: BARNEYS GE

Applicant Name: BARNEY’S INC

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
IC302234G	KITONDDPSS05-1	GET	IMLC	KITON CORPORATION	US	09/28/2004	04/30/2005		8,493.32	USD
IC302651G	ALTEAAIRSS05-1	GET	IMLC	ALTEA S.R.L.	IT	11/19/2004	05/06/2005		8,325.64	USD
IC302713G	CASTINGSS05-1	GET	IMLC	CASTING S.A.S. DI SERVI U. AND C.	IT	12/01/2004	05/21/2005		1,677.04	USD
IC302722G	DALESSANDSS05-1	GET	IMLC	DALESSANDRO SRL	IT	12/02/2004	06/06/2005		16,156.07	USD
IC302724G	ESSEDIVASS05-1	GET	IMLC	ESSE S.R.L.	IT	12/02/2004	06/06/2005		18,758.70	USD
IC302736G	DALESSANDSS05-2	GET	IMLC	DALESSANDRO SRL	IT	12/03/2004	06/20/2005		126,948.39	USD
IC302784G	FBPSPASS05-1	GET	IMLC	FBP S.P.A.	IT	12/10/2004	06/21/2005		20,681.95	USD
IC302786G	PIAZZADDPLSS05-1	GET	IMLC	PIAZZA SEMPIONE S.R.L.	IT	12/10/2004	05/06/2005		508.25	USD
IC302814G	OPIFICIUMSS05-1	GET	IMLC	OPIFICIUM SRL	IT	12/15/2004	06/21/2005		4,074.92	USD
IC302837G	BVBA32WMSSS05-2	GET	IMLC	B.V.B.A 32-ANN DEMEULEMEESTER	BE	12/17/2004	05/06/2005		20,184.07	USD
						Appl Name Total:			225,808.35

Applicant Name: BARNEYS INC

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
SE442870	SE442870	USA	SBLC	REED ELSEVIER, INC.	US	10/25/2002	06/30/2005		155,000.00	USD
SE443097	SE443097	USA	SBLC	575 FIFTH AVENUE ASSOCIATES	US	02/04/2003	02/04/2006		245,000.00	USD
SE443282	SE443282	USA	SBLC	TOMMY HILFIGER RETAIL, LLC	US	04/15/2003	04/15/2006		220,000.00	USD
SE443998	SE443998	USA	SBLC	235, RENAISSANCE BROADWAY, NV	US	01/22/2004	01/16/2006		302,950.00	USD
SM201747	IPSM20174700	USA	SBLC	FLAGSHIP PARTNERS, LLC	US	01/23/2003	01/22/2006		571,428.00	USD
SM201748	IPSM20174800	USA	SBLC	JIM LYNDHURST, LLC	US	01/23/2003	11/30/2005		93,333.34	USD
SM201749	IPSM20174900	USA	SBLC	FLAGSHIP PARTNERS, LLC	US	01/23/2003	01/22/2006		1,713,429.00	USD
SM201755	IPSM20175500	USA	SBLC	FLAGSHIP PARTNERS, LLC	US	01/23/2003	01/22/2006		6,282,286.00	USD
SM422265	IPSM42226500	USA	SBLC	WASHINGTON INTERNATIONAL INSURANC	US	08/15/2002	02/07/2006		700,000.00	USD
						Appl Name Total:			10,283,426.34
						Total:			10,509,234.69

BA/ACCPT Summary:

OSTSMY.RDF

	Wachovia Bank, N.A.	Page: 2
	Outstanding Summary Report	Date: 05/11/2005
	For Applicant: BARNEYS GE

BA/ACCPT Summary:

Applicant Name: BARNEY’S INC

Bank	L/C Cust					Opening		Maturity
Reference	Reference	Site	Trans	Beneficiary	Ctry	Date		Date	Balance
IC302651G	ALTEAAIRSS05-1	GET	ACCP’	ALTEA S.R.L.	IT	11/19/2004		05/16/2005		6,218.23	USD
IC302713G	CASTINGSS05-1	GET	ACCP’	CASTING S.A.S. DI SERVI U. AND C.	IT	12/01/2004		05/25/2005		5,516.20	USD
IC302722G	DALESSANDSS05-1	GET	ACCP'	DALESSANDRO SRL	IT	12/02/2004		06/08/2005		9,930.01	USD
IC302736G	DALESSANDSS05-2	GET	ACCP'	DALESSANDRO SRL	IT	12/03/2004		05/18/2005		12,069.83	USD
IC302784G	FBPSPASS05-1	GET	ACCP'	FBP S.P.A.	IT	12/10/2004		05/20/2005		11,423.07	USD
						Appl Name Total:				45,157.34
							Total:			45,157.34

*** END OF OUTSTANDING SUMMARY REPORT

Trade into Exchange Page 1 of 1

L/C Import

Outstanding Summary Selected Accounts B000010626

Thu May 12 08:58:05 EDT 2005

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Results: (1 - 10) of 10
Go To Page: 1 | Totals

Date range selected : as of 05/12/2005

Global Customer
ID	DDA Account		Applicant Name	Location	Liability Type	Item (s)		Base Outstanding		Base CCY	Outstanding		Outstanding CCY
B000005723		000000020918917	JONES APPAREL GROUP CANADA, INC.	JPMorgan Chase Bank, N.A.- New York	Irrevoc L/C Import Sight		56		1,857,730.71	USD		1,857,730.71	USD
					(Liability Total)		56		1,857,730.71	USD		1,857,730.71	USD
					(Grand Total)		56		1,857,730.71	USD		1,857,730.71	USD
B000010626		000000444407878	JONES APPAREL GROUP CANADA INC.	JPMorgan Chase Bank, N.A.- New York	Global LC S/S Memo		2		300,377.00	USD		300,377.00	USD
					(Non-Liablility Total)		2		300,377.00	USD		300,377.00	USD
					Acceptance		8		1,142,442.18	USD		1,142,442.18	USD
					Irrevoc L/C Import Sight		124		18,031,398.82	USD		18,031,398.82	USD
					Irrevoc L/C Import Time		1		6,304.20	USD		6,304.20	USD
					(Liability Total)		133		19,180,145.20	USD		19,180,145.20	USD
					(Grand Total)		135		19,480,522.20	USD		19,480,522.20	USD

Copyright © 2005, JPMorgan Chase & Co. All rights reserved.

Trade into Exchange Page 1 of 1

L/C Import

Outstanding Summary Selected Accounts B0000057

Thu May 12 09:00:18 EDT 2005

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Results: (1 - 8) of 8
Go To Page: 1 | Totals

Date range selected : as of 05/12/2005

Global Customer

ID

DDA Account

Applicant Name

Location

Liability Type

Item (s)

Base Outstanding

Base CCY

Outstanding

Outstanding CCY

B000005738

000000444382461

JONES APPAREL OF TEXAS, LTD

JPMorgan Chase Bank, N.A.- New York

Airway Release L/C

5

78,915.57

USD

78,915.57

USD

Global LC S/S Memo

2

112,827.97

USD

112,827.97

USD

(Non-Liablility Total)

7

191,743.54

USD

191,743.54

USD

Irrevoc L/C Import Sight

144

83,344,602.59

USD

83,344,602.59

USD

Irrevoc L/C Standby Sight

2

467,500.00

USD

467,500.00

USD

Steamship L/C

3

56,192.83

USD

56,192.83

USD

(Liability Total)

149

83,868,295.42

USD

83,868,295.42

USD

(Grand Total)

156

84,060,038.96

USD

84,060,038.96

USD

Copyright © 2005, JPMorgan Chase & Co. All rights reserved.

Outstanding Report — Import LC Report as of 11-May-05
Page 1 of 10

Customer	Total Items		Total Amount (USD Eqv)
NORTON MCNAUGHTON OF SQUIRE INC		406		86,721,613.12
		406		86,721,613.12

NORTON MCNAUGHTON OF SQUIRE INC

Total Items: 406
Total Outstanding Amount (USD Equivalent): 86,721,613.12

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM414718/04

TD605500045203-4

DOJI0681ME718

USD

19,566.84

19,566.84

15-Jul-04

15-Oct-04

0

MSN APPAREL

PAKISTAN

IM423101/04

TD605500050672-4

DOJI11542319JJ

USD

173,713.64

173,713.64

19-Oct-04

04-May-05

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM424477/04

TD605500050795-4

DOJI12792345LN

USD

241,014.75

241,014.75

29-Oct-04

30-May-05

0

SAYTAZ INTERNATIONAL

BANGLADESH

IM424963/04

TD605500050827-4

DOJI1311GV

USD

42,872.92

42,872.92

04-Nov-04

13-Jan-05

0

GULF BARAKA APPAREL W.L.L.

BAHRAIN

IM425581/04

TD605500050840-4

DOJI1324ME822

USD

12,421.35

12,421.35

11-Nov-04

22-Mar-05

0

ULUDAG TEKSTIL KONFEKSIYON GIYIM

TURKEY

IM426754/04

TD605500050905-4

DOJI1389GV

USD

56,583.01

56,583.01

23-Nov-04

22-Mar-05

0

DEFIANCE TRADING LLC.

UNITED ARAB EMIRATES

IM426759/04

TD605500050910-4

DOJI13942379JJ

USD

24,220.28

24,220.28

23-Nov-04

17-May-05

0

MING TAI KNITTING GARMENT FTY LTD.

HONG KONG

IM427340/04

TD605500050929-4

DOJI14122383LN

USD

220,903.34

220,903.34

30-Nov-04

04-Jun-05

0

FULCRUM EXIM PVT LTD.

INDIA

IM428220/04

TD605500050990-4

DOJI1472NC

USD

135,469.67

135,469.67

09-Dec-04

07-May- 05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM428875/04

TD605500055023-4

DOJI15072403JJ

USD

25,755.20

25,755.20

17-Dec-04

09-May-05

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM428884/04

TD605500055032-4

DOJI1516BA

USD

202,065.56

202,065.56

17-Dec-04

07-May-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM428894/04

TD605500055038-4

DOJI1522JW

USD

707,640.96

707,640.96

17-Dec-04

07-May-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM428911/04

TD605500055054-4

DOJI1538ME837

USD

86,432.00

86,432.00

17-Dec-04

20-Mar-05

0

TRAKYA TEKSTIL VE GIYIM

TURKEY

IM429392/04

TD605500055074-4

DOJI1560NC

USD

217,427.64

217,427.64

23-Dec-04

07-May-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM429394/04

TD605500055076-4

DOJI15622433JJ

USD

6,041.40

6,041.40

23-Dec-04

15-May-05

0

EROS CAMASIRLARI A.S.

TURKEY

IM429395/04

TD605500055077-4

DOJI15632419JJ

USD

24,719.72

24,719.72

23-Dec-04

10-May-05

0

SAN WAI GARMENT FACTORY

MACAO

IM429399/04

TD605500055081-4

DOJI15672404JJ

USD

505,866.34

505,866.34

23-Dec 04

15-May-05

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM429400/04

TD605500055082-4

DOJI15682409JJ

USD

282,044.22

282,044.22

23-Doc 04

09-May-05

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM429401/04

TD605500055083-4

DOJI15692420JJ

USD

263,527.62

263,527.62

23-Dec-04

24-May-05

0

GOLDTREND ENTERPRISES LTD.

HONG KONC

IM429406/04

TD605500055088-4

DOJI1574ME845

USD

41,037.36

41,037.36

23-Dec-04

21-Mar-05

0

UNITEX FASHIONS (INDIA) PVT. LTD.

INDIA

IM429408/04

TD605500055090-4

DOJI1576ME847

USD

107,446.20

107,446.20

23-Dec-04

21-Mar-05

0

HAIYAN WELCOME TEXTILE INDUSTRY

CHINA

IM429931/04

TD605500055137-4

DOJI16242437JJ

USD

26,368.00

26,368.00

30-Dec-04

25-Mar-05

0

CHOI’S FAR EAST COMPANY

HONG KONG

IM429938/04

TD605500055142-4

DOJI1629NM

USD

39,447.60

39,447.60

30-Dec-04

12-Mar-05

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM430282/05

TD605500055149-5

DOJI0004BA

USD

48,280.00

48,280.00

05-Jan-05

12-Apr-05

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM430550/05

TD605500055171-5

DOJI0027BA

USD

9,864.29

9,864.29

07-Jan-05

23-May-05

0

TOGETHER TRADING CO., LTD.

KOREA REPUBLIC

IM432768/05

TD605500055239-5

DOJI00962441JJ

USD

2,281,665.56

2,281,665.56

04-Feb-05

09-Aug-05

0

WELSON TRADING LIMITED

TAIWAN

IM432770/05

TD605500055241-5

DOJ10098LL

USD

1,034.88

1,034.88

04-Feb-05

08-May-05

0

HONG KONG SHUERTAI CO LTD.

HONG KONG

IM432771/05

TD605500055242-5

DOJI0099NC

USD

405.85

405.85

04-Feb-05

10-May-05

0

HONG KONG SHUERTAI CO LTD.

HONG KONG

Outstanding Report — Import LC Report as of 11-May-05
Page 2 of 10

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM432772/05

TD605500055243-5

DOJI0100NC

USD

1,736.21

1,736.21

04-Feb-05

08-May-05

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM432774/05

TD605500055245-5

DOJI0102JW

USD

787.36

787.36

04-Feb-05

10-May-05

0

HONG KONG SHUERTAI CO.LTD.

HONG KONG

IM432775/05

TD605500055247-5

DOJI00103EP

USD

457.44

457.44

04-Feb-05

10-May-05

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM432837/05

TD605500055254-5

DOJI0109RR

USD

168,985.44

168,985.44

04-Feb-05

17-May-05

0

NINGBO FANHUA WOLLEN SWEATER C

CHINA

IM432840/05

TD605500055257-5

DOJI0112LL

USD

79,657.20

79,657.20

04-Feb-05

29-Apr-05

0

INJAE TRADING COMPANY

HONG KONG

IM432842/05

TD605500055259-5

DOJI0114LL

USD

1,820.84

1,820.84

04-Feb-05

01-May-05

0

KOREA APPAREL CO., LTD.

KOREA REPUBLIC

IM432844/05

TD605500055261-5

DOJI0116LL

USD

85,726.51

85,726.51

04-Feb-05

01-May-05

0

SEOHEUNG TRADING CO., LTD.

KOREA REPUBLIC

IM432836/05

TD605500055253-5

DOJI0108AL

USD

61,381.15

61,381.15

05-Feb-05

15-May-05

0

CITY HILL LIMITED

HONG KONG

IM433368/05

TD605500055273-5

DOJI01262510JJ

USD

2,160,469.07

2,160,469.07

11-Feb-05

29-Jul-05

0

GOLDTREND ENTERPRISES LTD.

IM433369/05

TD605500055274-5

DOJI01272516JJ

USD

1,963,515.40

1,963,515.40

11-Feb-05

11-Jul-05

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM433375/05

TD605500055280-5

DOJI0133ME859

USD

131,261.99

131,261.99

11-Feb-05

12-May-05

0

UNITEX FASHIONS (INDIA) PVT.LTD.

INDIA

IM433376/05

TD605500055281-5

DOJI0134ME860

USD

275,294.01

275,294.01

11-Feb-05

17-May-05

0

M S MAHAVIR INTERNATIONAL PVT. LTD.

INDIA

IM433377/05

TD605500055282-5

DOJI0135ME861

USD

86,438.17

86,438.17

11-Feb-05

21-May-05

0

INDUSTRIAL MANUFACTURING CORP.

INDIA

IM433379/05

TD605500055284-5

DOJI0137ME863

USD

35,665.31

35,665.31

11-Feb-05

04-Apr-05

0

FOREMOST INDIA

INDIA

IM433381/05

TD605500055286-5

DOJI0140ME866

USD

126,060.00

126,060.00

11-Feb-05

21-Jul-05

0

BJ APPAREL GLOBAL PTE LTD.

SINGAPORE

IM433385/05

TD605500055290-5

DOJI0144ME870

USD

123,692.25

123,692.25

11-Feb-05

05-May-05

0

TRAKYA TEKSTIL VE GIYIM

TURKEY

IM433386/05

TD605500055291-5

DOJI0145ME871

USD

87,517.50

87,517.50

11-Feb-05

11-May-05

0

ULUDAG TEKSTIL KONFEKSIYON GIYIM

TURKEY

IM433370/05

TD605500055275-5

DOJI01282517JJ

USD

694,049.21

694,049.21

14-Feb-05

04-Jun-05

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM433372/05

TD605500055277-5

DOJI01302519JJ

USD

262,313.23

262,313.23

14-Feb-05

03-Aug-05

0

MING TAIKNITTING GARMENT FTY LTD.

HONG KONG

IM433371/05

TD605500055276-5

DOJI01292518JJ

USD

52,970.00

52,970.00

15-Feb-05

02-May-05

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM433848/05

TD605500055251-5

DOJI0184NM

USD

701,912.70

701,912.70

18-Feb-05

30-May-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM433835/05

TD605500055315-5

DOJI0171JS

USD

99,406.10

99,406.10

18-Feb-05

25-Apr-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM433837/05

TD605500055317-5

DOJI0173JS

USD

1,754.10

1,754.10

18-Feb-05

12-May-05

0

TOGETHER TRADING CO., LTD.

KOREA REPUBLIC

IM433839/05

TD605500055319-5

DOJI0175AL

USD

12,321.05

12,321.05

18-Feb-05

21-Mar-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM433842/05

TD605500055322-5

DOJI0178RR

USD

55,651.00

55,651.00

18-Feb-05

25-Apr-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM433843/05

TD605500055323-5

DOJI0179LL

USD

30,028.80

30,028.80

18-Feb-05

25-Apr-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM433849/05

TD605500055325-5

DOJ10185BA

USD

246,647.08

246,647.08

18-Feb-05

06-Jun-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM433850/05

TD605500055326-5

DOJI10186BA

USD

1,140,507.33

1,140,507.33

18-Feb-05

06-Jun-05

0

PEARL BUYING SERVICES (PVT)LTD.

BANGLADESH

IM433851/05

TD605500055327-5

DOJI0187AL

USD

171,456.25

171,456.25

18-FEb-05

06-Jun-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM433852/05

TD605500055328-5

DOJI0188NC

USD

720,605.41

720,605.41

18-Feb-05

30-Jun-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM434372/05

TD605500055339-5

DOJI0199AL

USD

89,785.10

89,785.10

25-Feb 05

01-May-05

0

ALPHA START LTD.

HONG KONG

IM434387/05

TD605500055356-5

DOJI0216LL

USD

157,038.22

157,038.22

25-Feb-05

20-May-05

0

SEJEE COMPANY LTD.

HONG KONG

IM434388/05

TD605500055357-5

DOJI0217NC

USD

77,223.90

77,223.90

25-Feb-05

25-Apr-05

0

SEJEE COMPANY LTD.

HONG KONG

IM434389/05

TD605500055358-5

DOJI0218JW

USD

88,145.11

88,145.11

25-Feb-05

25-Apr-05

0

SEJEE COMPANY LTD.

HONG KONG

IM434390/05

TD605500055361-5

DOJI0220NC

USD

257,913.02

257,913.02

25-Feb-05

25-May-05

0

SEJEE COMPANY LTD.

HONG KONG

IM434363/05

TD605500055330-5

DOJI01902537JJ

USD

154,425.60

154,425.60

28-Feb-05

12-Jul-05

0

SAN WAI GARMENT FACTORY

MACAO

IM434965/05

TD605500055365-5

DOJI0224AL

USD

104,413.91

104,413.91

04-Mar-05

25-May-05

0

SEJEE COMPANY LTD.

HONG KONG

IM434966/05

TD605500055366-5

DOJI0225AL

USD

218,270.39

218,270.39

04-Mar-05

30-Jun-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM434967/05

TD605500055367-5

DOJI0226BA

USD

328,645.64

328,645.64

04-Mar-05

06-Jun-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM434968/05

TD605500055368-5

DOJI0227NC

USD

663,842.29

663,842.29

04-Mar-05

30 Jun-05

0

PEARL BUYING SERVICES (PVT) LTD.

BANGLADESH

IM434969/05

TD605500055369-5

DOJI0228EP

USD

3,648.93

3,648.93

04-Mar-05

25 May-05

0

SEJEE COMPANY LTD.

HONG KONG

IM434992/05

TD605500055398-5

DOJI0256NM

USD

47,098.20

47,098.20

04-Mar-05

28-Mar-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM434993/05

TD605500055399-5

DOJI02572540JJ

USD

1,361,270.49

1,361,270.49

04-Mar-05

30-Jun-05

0

WAILAM MAO IEK HONG

MACAO

IM434995/05

TD605500055401-5

DOJI0259ME878

USD

32,541.80

32,541.80

04-Mar-05

20-Apr-05

0

ALLIED EXPORT INDUSTRIES

INDIA

IM434977/05

TD605500055380-5

DOJI0238LL

USD

311,418.89

311,418.89

05-Mar-05

15-May-05

0

PYL APPAREL LIMITED.

HONG KONG

Outstanding Report — Import LC Report as of 11-May-05
Page 3 of 10

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM434970/05

TD605500055370-5

DOJI0229EP

USD

4,101.10

4,101.10

08-Mar-05

30-May-05

0

SEJEE COMPANY LTD.

HONG KONG

IM435432/05

TD605500055411-5

DOJI0270ME886

USD

65,095.50

65,095.50

10-Mar-05

18-May-05

0

HAIYAN WELCOME TEXTILE INDUSTRY

CHINA

IM435433/05

TD605500055412-5

DOJI0271ME887

USD

75,475.69

75,475.69

10-Mar-05

05-Jun-05

0

BJ APPAREL GLOBAL PTE LTD.

SINGAPORE

IM435434/05

TD605500055413-5

DOJI0272ME888

USD

32,160.00

32,160.00

10-Mar-05

21-May-05

0

DEEPAK INDUSTRIES

INDIA

IM435421/05

TD605500055416-5

DOJI00276NM

USD

389,683.67

389,683.67

10-Mar-05

20-May-05

0

SEJEE COMPANY LTD.

HONG KONG

IM435437/05

TD605500055420-5

DOJI0280LL

USD

54,628.11

54,628.11

10-Mar-05

06-May-05

0

SUNLONG INTERNATIONAL LIMITED.

TAIWAN

IM435438/05

TD605500055421-5

DOJI0291ME891

USD

88,070.98

88,070.98

10-Mar-05

18-May-05

0

YAW CHING ENTERPRISES COMPANY, LTD.

TAIWAN

IM435426/05

TD605500055405-5

DOJI0263ME879

USD

2,719.92

2,719.92

11-Mar-05

21-May-05

0

M S EXEMPLARY COMPANY LTD.

BANGLADESH

IM435427/05

TD605500055406-5

DOJI0264ME880

USD

258,792.33

258,792.33

11-Mar-05

21-May-05

0

PRATTISON GARMENT LIMITED.

HONG KONG

IM435429/05

TD605500055408-5

DOJI0266ME882

USD

559,204.25

559,204.25

11-Mar-05

22-May-05

0

KUK RIM LTD.

KOREA REPUBLIC

IM435430/05

TD605500055409-5

DOJI0268ME884

USD

179,758.62

179,758.62

11-Mar-05

15-May-05

0

UNITEX FASHIONS (INDIA) PVT. LTD.

INDIA

IM435431/05

TD605500055410-5

DOJI0269ME885

USD

131,527.20

131,527.20

11-Mar-05

03-Jun-05

0

M S MAHAVIR INTERNATIONAL PVT

INDIA

IM435439/05

TD605500055422-5

DOJI0292ME892

USD

227,768.45

227,768.45

11-Mar-05

21-May-05

0

JRB HOWARD INTERNATIONAL CO, LTD.

TAIWAN

IM435480/05

TD605500055423-5

DOJI0281EP

USD

16,130.21

16,130.21

11-Mar-05

25-May-05

0

SEJEE COMPANY LTD.

HONG KONG

IM435481/05

TD605500055424-5

DOJI0282NC

USD

2,099.26

2,099.26

11-Mar-05

06-May-05

0

TOMEN(HKG) CO LTD.

HONG KONG

IM435476/05

TD605500055425-5

DOJI0283NC

USD

45,107.37

45,107.37

11-Mar-05

21-May-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT. VIRGIN ISLAND

IM435478/05

TD605500055427-5

DOJI00284NC

USD

4,297.71

4,297.71

11-Mar-05

11-May-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT VIRGIN ISLAND

IM435484/05

TD605500055430-5

DOJI0287CL

USD

81,008.40

81,008.40

11-Mar-05

30-May-05

0

WIDEWAY (CHINA) LIMITED

HONG KONG

IM435486/05

TD605500055432-5

DOJI0289CL

USD

40,107.74

40,107.74

11-Mar-05

01-May-05

0

NIEN HSING TEXTILE CO., LTD.

TAIWAN

IM435474/05

TD605500055433-5

DOJI00290BA

USD

302,025.78

302,025.78

11-Mar-05

06-Jul-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT VIRGIN ISLAND

IM435487/05

TD605500055434-5

DOJI0293RR

USD

158,618.04

158,618.04

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435488/05

TD605500055435-5

DOJI0294CL

USD

205,588.65

205,588.65

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435489/05

TD605500055436-5

DOJI0295BA

USD

62,712.35

62,712.35

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435477/05

TD605500055437-5

DOJI0296NC

USD

100,706.19

100,706.19

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435490/05

TD605500055438-5

DOJI0297CL

USD

348,467.70

348,467.70

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435491/05

TD605500055439-5

DOJI0298JWJ

USD

291,515.40

291,515.40

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435492/05

TD605500055440-5

DOJI0299NM

USD

90,755.68

90,755.68

11-Mar-05

15-May-05

0

PYL APPAREL LIMITFD

HONG KONG

IM435493/05

TD605500055441-5

DOJI0300BA

USD

34,073.96

34,073.96

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435494/05

TD605500055442-5

DOJI0301EP

USD

37,110.99

37,110.99

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435495/05

TD605500055443-5

DOJI0302NM

USD

159,873.12

159,873.12

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435496/05

TD605500055444-5

DOJI0303BA

USD

418,026.89

418,026.89

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435497/05

TD605500055445-5

DOJI0304LL

USD

518,355.31

518,355.31

11-Mar-05

15-May-05

0

PYL APPAREL LIMITED

HONG KONG

IM435475/05

TD605500055446-5

DOJI00305AL

USD

136,534.66

136,534.66

11-Mar-05

15-May 05

0

PYL APPAREL LIMITED

HONG KONG

IM435479/05

TD605500055447-5

DOJI00306BA

USD

352,310.53

352,310.53

11-Mar-05

30-May-05

0

SEJEE COMPANY LTD.

HONG KONG

IM435498/05

TD605500055448-5

DOJI0307BA

USD

210,421.31

210,421.31

l1-Mar-05

30-May-05

0

SEJEE COMPANY LTD.

HONG KONG

IM435536/05

TD605500055451-5

DOJI0310NC

USD

112,205.10

112,205.10

11 Mar 05

09-May-05

0

CHI-FUNG ENTERPRISE (HK) LTD.

HONG KONG

IM435538/05

TD605500055453-5

DOJI0312JW

USD

5,381.52

5,381.52

11-Mar-05

03-May-05

0

HANGZHOU HUANGSHUN INDUSTRIAL

CHINA

IM435545/05

TD605500055460-5

DOJI00319EP

USD

108,573.08

108,573.08

11-Mar-05

08-May-05

0

JACK TAN

HONG KONG

IM435546/05

TD605500055461-5

DOJI0320EP

USD

100,148.90

100,148.90

11-Mar-05

08-May-05

0

JACK TAN

HONG KONG

IM435558/05

TD605500055473-5

DOJI0332NC

USD

50,877.60

50,877.60

11-Mar-05

11-May-05

0

SAE HWA VINA CO. LTD.

VIETNAM

IM435560/05

TD605500055475-5

DOJI0334JW

USD

566.72

566.72

11-Mar-05

01-May-05

0

KOREA APPAREL CO., LTD.

KOREA REPUBLIC

IM435561/05

TD605500055476-5

DOJI0335JW

USD

53,245.63

53,245.63

11-Mar-05

02-May-05

0

SAE HWA VINA CO. LTD.

VIETNAM

IM435566/05

TD605500055481-5

DOJI0340NM

USD

21,887.43

21,887.43

11-Mar-05

20 May 05

0

SEJEE COMPANY LTD.

HONG KONG

IM435568/05

TD605500055483-5

DOJI0342NC

USD

2,499.30

2,499.30

11-Mar-05

06-May-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT VIRGIN ISLAND

IM435424/05

TD605500055403-5

DOJI02612550JJ

USD

476,368.24

476,368.24

12-Mar-05

30-May-05

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

Outstanding Report — Import LC Report as of 11-May-05
Page 4 of 10

Lc Ref No

CAR Ref

Customer Ref

Curr

Outstanding Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM435425/05

TD605500055404-5

DOJI02622554JJ

USD

593,565.46

593,565.46

12-Mar-05

15-Jun-05

0

VOGUE FRONTIER CO. LTD

TAIWAN

IM435435/05

TD605500055414-5

DOJI0274ME890

USD

63,425.00

63,425.00

14 Mar-05

05-May-05

0

ALLIED EXPORT INDUSTRIES

INDIA

IM435482/05

TD605500055428-5

DOJI0285EP

USD

22,819.88

22,819.88

14-Mar-05

11-May-05

0

WORLD FORTUNE INTERNATIONAL COI

BRIT.VIRGIN ISLAND

IM435922/05

TD605500055484-5

DOJI0343ME883

USD

204,939.50

204,939.50

16-Mar-05

04-Jun-05

0

JYOTI APPARELS

INDIA

IM435926/05

TD605500055488-5

DOJI0347ME895

USD

28,349.00

28,349.00

16-Mar-05

05-May-05

0

TRAKYA TEKSTIL VE GIYIM

TURKEY

IM435927/05

TD605500055489-5

DOJI0348ME896

USD

252,370.00

252,370.00

16-Mar-05

15-May-05

0

ULUDAG TEKSTIL KONFEKSIYON GIYIM

TURKEY

IM435928/05

TD605500055490-5

DOJI0349ME897

USD

123,784.92

123,784.92

16-Mar-05

04-Jun-05

0

MONTROSE MARKETING LTD.

SRI LANKA

IM435929/05

TD605500055491-5

DOJI0350ME898

USD

219,922.67

219,922.67

16-Mar-05

26-Jun-05

0

PRATTISON GARMENT LIMITED

HONG KONG

lM435930/05

TD605500055492-5

DOJI0351ME899

USD

323,737.61

323,737.61

16-Mar-05

20-Jun-05

0

M S EXEMPLARY COMPANY LTD

BANGLADESH

IM435931/05

TD605500055493-5

DOJI0352ME900

USD

2,032,409.50

2,032,409.50

16-Mar-05

20-Jun-05

0

KUK RIM LTD

KOREA REPUBLIC

IM435932/05

TD605500055494-5

DOJI0353ME901

USD

187,015.76

187,015.76

16 Mar 05

30-Jun-05

0

UNITEX FASHIONS (INDIA) PVT LTD

INDIA

IM435933/05

TD605500055495-5

DOJI0357ME902

USD

55,107.50

55,107,50

16-Mar-05

25-May-05

0

HAIYAN WELCOME TEXTILE INDUSTRY

CHINA

IM435934/05

TD605500055496-5

DOJI0355ME903

USD

44,340.97

44,340.97

16-Mar-05

06-Jun-05

0

EFFORT GARMENT CO. LTD.

TAIWAN

IM435935/05

TD605500055497-5

DOJI0356ME904

USD

142,625.00

142,625.00

16-Mar-05

20-Jun-05

0

ALLIED EXPORT INDUSTRIES

INDIA

IM435937/05

TD605500055499-5

DOJI0358ME906

USD

64,600.00

64,600.00

16-Mar-05

06-Jul-05

0

DEEPAK INDUSTRIES

INDIA

IM435936/05

TD605500055498-5

DOJI0357ME905

USD

185,370.28

185,370.28

17-Mar-05

26-May-05

0

M S UNICON INTERNATIONAL (PVT)LTD

PAKISTAN

IM436079/05

TD605500055500-5

DOJI03592571JJ

USD

609,983.92

609,983.92

18-Mar-05

15-Jul-05

0

A JU TRADING CO. LTD.

KOREA REPUBLIC

IM436080/05

TD605500060001-5

DOJI03602560JJ

USD

47,313.00

47,313.00

18-Mar-05

14-Jul-05

0

HONJEN INDUSTRIAL LTD

TAIWAN

IM436081/05

TD605500060002-5

DOJI03612582JJ

USD

446,109.93

446,109.93

18-Mar-05

14-Aug-05

0

EASY WORLD CO., LTD - KOREA

KOREA REPUBLIC

IM436083/05

TD605500060004-5

DOJI03632546JJ

USD

504,715.55

504,715.55

18-Mar-05

14-Jun-05

0

EROS CAMASIRLARI A.S.

TURKEY

IM436084/05

TD605500060005-5

DOJI03642557JJ

USD

112,203.00

112,203.00

18-Mar-05

30-Jun-05

0

EVA SWEATER LTD.

BANGLADESH

IM436086/05

TD605500060007-5

DOJI03662577JJ

USD

44,415.00

44,415.00

18-Mar-05

14-Jul-05

0

YONGWOO MODE CO.

KOREA-REPUBLIC

IM436166/05

TD605500060008-5

DOJI0367JW

USD

187,963.66

187,963.66

18-Mar-05

15-May-05

0

WIDEWAY (CHINA) LIMITED

HONG KONG

IM436167/05

TD605500060011-5

DOJI0370NM

USD

106,789.76

106,789.76

18-Mar-05

16-May-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM436169/05

TD605500060018-5

DOJI0377BA

USD

19,586.80

19,586.80

18-Mar-05

25-Apr-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM436170/05

TD605500060019-5

DOJI0378CL

USD

20,731.31

20,731.31

18-Mar-05

01-May-05

0

WORLD FORTUNE INTERNATIONAL COI

BRIT.VIRGIN ISLAND

IM436171/05

TD605500060020-5

DOJI0379CL

USD

8,239.00

8,239.00

18-Mar-05

13-May-05

0

JAY ONE TRADING CORP.

KOREA REPUBLIC

IM436172/05

TD605500060021-5

DOJI0380CL

USD

58,665.50

58,665.50

18-Mar-05

05-Jun-05

0

HONG KONG WINTAI GARMENT LTD.

HONG KONG

IM436159/05

TD605500060022-5

DOJI0381CL

USD

16,340.91

16,340.91

18-Mar-05

01-Jul-05

0

HONG KONG WINTAI GARMENT LTD.

HONG KONG

IM436174/05

TD605500060025-5

DOJI0384CL

USD

178,150.14

178,150.14

18-Mar-05

30-May-05

0

WIDEWAY (CHINA) LIMITED

HONG KONG

IM436175/05

TD605500060026-5

DOJI0385BA

USD

19,052.38

19,052.38

18-Mar-05

30-May-05

0

WIDEWAY (CHINA) LIMITED

HONG KONG

IM436152/05

TD605500060027-5

DOJI00386AL

USD

41,387.52

41,387.52

18-Mar-05

30-Jun-05

0

WIDEWAY (CHINA) LIMITED

HONG KONG

IM436178/05

TD605500060034-5

DOJI0393NM

USD

2,503.68

2,503.68

18-Mar-05

22-Apr-05

0

JAY ONE TRADING CORP.

KOREA REPUBLIC

IM436179/05

TD605500060035-5

DOJI0394NM

USD

3,682.32

3,682.32

18-Mar-05

07-May-05

0

JAY ONE TRADING CORP.

KOREA REPUBLIC

IM436180/05

TD605500060037-5

DOJI0396AL

USD

4,168.50

4,168.50

18-Mar-05

06-May-05

0

A.O. TEXTILES, INC.

UNITED STATES

IM436082/05

TD605500060003-5

DOJI0362541LN

USD

107,624.16

107,624.16

21-Mar-05

04-Jun-05

0

WAI LAM MAO IEK HONG

MACAO

IM436163/05

TD605500060033-5

DOJI0392NM

USD

7,725.00

7,725.00

22-Mar-05

01-May-05

0

NOAH FABRIC NEW YORK

UNITED STATES

1M436085/05

TD605500060006-5

DOJI03652580LN

USD

93,198.63

93,198.63

23-Mar-05

04-Jun-05

0

M S BENGAL FINE KNITEX LTD

BANGLADESH

IM436495/05

TD605500060039-5

DOJI03982564JJ

USD

3,353,734.01

3,353,734.01

24-Mar-05

19-Jul-05

0

FORTUNELY INTERNATIONAL LTD

HONG KONG

IM436497/05

TD605500060041-5

DOJI04002587LN

USD

259,073.63

259,073.63

24-Mar-05

04-Aug-05

0

SAYTAZ INTERNATIONAL

BANGLADESH

IM436500/05

TD605500060042-5

DOJI0401ME907

USD

45,750.00

45,750.00

24-Mar-05

20-Jun-05

0

XINRUN KNITTING COMPANY LTD.

HONG KONG

IM436501/05

TD605500060043-5

DOJI0402ME908

USD

54,400.00

54,400.00

24-Mar-05

20-Jun-05

0

INJAE TRADING COMPANY

HONG KONG

IM436503/05

TD605500060045-5

DOJI0404ME910

USD

224,696.55

224,696.55

24-Mar-05

20-Jun-05

0

YAW CHING ENTERPRISES COMPANY,

TAIWAN

IM436504/05

TD605500060046-5

DOJI0405ME911

USD

421,051.66

421,051.66

24-Mar-05

14-Jun-05

0

ULUDAG TEKSTIL KONFEKSIYON GIYIM

TURKEY

IM436520/05

TD605500060049-5

DOJI0409LL

USD

40,634.96

40,634.96

24-Mar-05

15-May-05

0

TUN YUN TEXTILE CO. LTD

TAIWAN

Outstanding Report — Import LC Report as of 11-May-05
Page 5 of 10

Lc Ref No

CAR Ref

Customer Ref

Curr

Outstanding Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM436521/05

TD605500060050-5

DOJI0410LL

USD

85,986.00

85,986.00

24-Mar-05

15-May-05

0

CHY JYE GARMENT

TAIWAN

IM436524/05

TD605500060053-5

DOJI0413JWJ

USD

263,246.29

263,246.29

24-Mar-05

04-May-05

0

TUN YUN TEXTILE CO. LTD

TAIWAN

1M436526/05

TD605500060055-5

DOJI0415AL

USD

31,349.70

31,349.70

24-Mar-05

02-May-05

0

PT, PAN BROTHERS TEX

INDONESIA

IM436529/05

TD605500060058-5

DOJI0418NM

USD

51,985.01

51,985.01

24 Mar-05

08-Jun-05

KOWATEX LIMITED

HONG KONG

IM436532/05

TD605500060062-5

DOJI0422BA

USD

142,943.40

142,943.40

24-Mar-05

15-Jul-05

0

NOAH FABRIC NEW YORK

UNITED STATES

IM436533/05

TD605500060063-5

DOJI0423CL

USD

107,645.80

107,645.80

24-Mar-05

30-Jun-05

0

WIDEWAY (CHINA) LIMITED

HONG KONG

IM436582/05

TD605500060066-5

DOJI0426ME912

USD

28,889.00

28,889.00

25-Mar-05

04-Jun-05

0

JYOTI APPARELS

INDIA

IM436502/05

TD605500060044-5

DOJI0403ME909

USD

82,378.50

82,378.50

29-Mar-05

08-Jun-05

0

JRB HOWARD INTERNATIONAL CO.LTD.

TAIWAN

IM436583/05

TD605500060067-5

DOJI0427ME913

USD

88,755.59

88,755.59

30-Mar-05

20-Jun-05

0

M S UNICON INTERNATIONAL (PVT)

PAKISTAN

IM436988/05

TD605500060068-5

DOJI04282565JJ

USD

672,705.49

672,705.49

31-Mar-05

23-Jul-05

0

CHEN FENG INDUSTRIES CO. LTD.

TAIWAN

IM436984/05

TD605500060069-5

DOJI00429EP

USD

51,870.80

51,870.80

31-Mar-05

11-May-05

0

CHARTKAR INTERNATIONAL LTD.

HONG KONG

IM436989/05

TD605500060070-5

DOJI0430AL

USD

45,327.17

45,327.17

31-Mar-05

12-Jun-05

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM436990/05

TD605500060071-5

DOJI0431JW

USD

387,157.32

387,157.32

31-Mar-05

14-Jun-05

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM436987/05

TD605500060072-5

DOJI0423JW

USD

380,977.34

380,977.34

31-Mar 05

03-Jul-05

0

HONG KONG SHUEPTAI CO. LTD

HONG KONG

IM436991/05

TD605500060073-5

DOJI0433RR

USD

58,240.16

58,240.16

31-Mar-05

26-Jun-05

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM436992/05

TD605500060074-5

DOJI0434RR

USD

12,711.75

12,711.75

31-Mar-05

29-May-05

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM436993/05

TD605500060075-5

DOJI0435LL

USD

77,283.36

77,283.36

31-Mar-05

05-Jun-05

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM436994/05

TD605500060076-5

DOJI0436RR

USD

72,372.67

72,372.67

31-Mar-05

05-May-05

0

JACK TAN

HONG KONG

IM436995/05

TD605500060077-5

DOJI0438AL

USD

34,333.20

34,333.20

31-Mar-05

02-Jun-05

0

ONE TRADE CO., LTD.

KOREA REPUBLIC

IM436996/05

TD605500060078-5

DOJI0439NC

USD

4,670.78

4,670.78

31-Mar-05

29-Jun-05

0

TOGETHER TRADING CO., LTD.

KOREA REPUBLIC

IM436997/05

TD605500060079-5

DOJI0440AL

USD

116,014.80

116,014.80

31-Mar-05

27-Jun-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM436998/05

TD605500060080-5

DOJI0441LL

USD

56,784.73

56,784.73

31-Mar-05

23-May-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM436999/05

TD605500060081-5

DOJI0442NC

USD

46,300.25

46,300.25

31-Mar-05

02-May-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM437000/05

TD605500060082-5

DOJI0443EP

USD

24,771.84

24,771.84

31-Mar 05

01-Jun-05

0

HON FANG GARMENT INDUSTIRAL COF

TAIWAN

IM437001/05

TD605500060083-5

DOJI0444EP

USD

25,841.09

25,841.09

31-Mar-05

30-Jun-05

0

HON FANG GARMENT INDUSTIRAL COF

TAIWAN

IM436985/05

TD605500060084-5

DOJI00445NC

USD

281,708.09

281,708.09

31-Mar-05

14-Jun-05

0

KOWATEX LIMITED

HONG KONG

IM437002/05

TD605500060085-5

DOJI0446AL

USD

36,221.22

36,221.22

31-Mar-05

13-Jun-05

0

HON FANG GARMENT INDUSTIRAL COF

TAIWAN

IM436986/05

TD605500060086-5

DOJI00447AL

USD

37,304.05

37.304.05

31-Mar-05

08-Jun-05

0

HON FANG GARMENT INDUSTIRAL COF

TAIWAN

IM437007/05

TD605500060088-5

DOJI00449BA

USD

16,625.18

16,625.18

31-Mar-05

08-Jun-05

0

KUM OH TRADING CO. LTD.

KOREA REPUBLIC

IM437009/05

TD605500060090-5

DOJI0451NM

USD

78,668.93

78,668.93

31-Mar-05

14-May-05

0

KOREA APPAREL CO., LTD.

KOREA REPUBLIC

IM437011/05

TD605500060092-5

DOJI0453BA

USD

56,162.70

56,162.70

31-Mar-05

25-Apr-05

0

JACK TAN

HONG KONG

IM437005/05

TD605500060093-5

DOJI00454NM

USD

164,769.98

164,769.98

31-Mar-05

15-May-05

0

JACK TAN

HONG KONG

IM437012/05

TD605500060094-5

DOJI0455NM

USD

363,859.45

363,859.45

31-Mar-05

20-Jul-05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM437013/05

TD605500060095-5

DOJI0456BA

USD

185,350.56

185,350.56

01-Apr-05

06-Jun-05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM437596/05

TD605500060096-5

DOJI04572578JJ

USD

149,544.36

149,544.36

08-Apr-05

14-Aug-05

0

YOUNG WOO MODE CO.

KOREA REPUBLIC

IM437597/05

TD605500060097-5

DOJI04582579JJ

USD

167,895.00

167,895.00

08-Apr-05

21-Jul-05

0

ZHEJIANG HUZHOU SILK GROUP IMP

CHINA

IM437598/05

TD605500060098-5

DOJI0459

USD

95,513.78

95,513.78

08-Apr-05

07-Jun-05

0

I 2 CONCEPTS INTERNATIONAL LTD

HONG KONG

IM437599/05

TD605500060099-5

DOJI04602597JJ

USD

642,763.80

642,763.80

08-Apr-05

15-Jul-05

0

WAI LAM MAO IEK HONG

MACAO

IM437600/05

TD605500060100-5

DOJI04612608JJ

USD

501,234.46

501,234.46

08-Apr-05

15-Jul-05

0

LIAONING CHENGDA CO. LTD.

CHINA

IM437601/05

TD605500060101-5

DOJI04622609JJ

USD

93,820.43

93,820.43

08-Apr-05

05-Jul-05

0

LIAONING CHENGDA CO. LTD.

CHINA

IM437602/05

TD605500060102-5

DOJI04632610JJ

USD

1,331,636.12

1,331,636.12

08-Apr-05

14-Aug-05

0

LIAONING CHENGDA CO. LTD.

CHINA

IM437603/05

TD605500060103-5

DOJI04642611JJ

USD

1,112,923.45

1,112,923.45

08-Apr-05

14-Aug-05

0

LIAONING CHENGDA CO. LTD.

CHINA

IM437604/05

TD605500060104-5

DOJI04652612LN

USD

131,762.54

131,762.54

08-Apr-05

14-Jul-05

0

LIAONING CHENGDA CO. LTD.

CHINA

IM437620/05

TD605500060105-5

DOJI0466BA

USD

74,540.89

74,540.89

08-Apr-05

15-May-05

0

TUN YUN TEXTILE CO. LTD

TAIWAN

IM437621/05

TD605500060106-5

DOJI0467AL

USD

98,582.22

198,582.22

08-Apr-05

15-May-05

0

HUXING INTERNATIONAL INC. (NY)

UNITED STATES

Outstanding Report — Import LC Report as of 11-May-05
Page 6 of 10

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM437623/05

TD605500060108-5

DOJI0469BA

USD

21,112.14

21,112.14

08-Apr-05

02-May-05

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM437624/05

TD605500060109-5

DOJI0470NM

USD

82,987.20

82,987.20

08-Apr-05

15-May-05

0

HUXING INTERNATIONAL INC. (NY)

UNITED STATES

IM437625/05

TD605500060110-5

DOJI00471JW

USD

130,557.96

130,557.96

08-Apr-05

04-May-05

0

HUALEY KNITWEARS LTD.

TAIWAN

IM437626/05

TD605500060111-5

DOJI0472LL

USD

64,510.92

64,510.92

08-Apr-05

04-May-05

0

HUALEY KNITWEARS LTD.

TAIWAN

IM437627/05

TD605500060112-5

DOJI0473BA

USD

38,308.14

38,308.14

08-Apr-05

15-May-05

0

HUALEY KNITWEARS LTD.

TAIWAN

IM437628/05

TD605500060113-5

DOJI0474BA

USD

70,975.07

70,975.07

08-Apr-05

15-May-05

0

HON FANG GARMENT INDUSTIRAL COF

TAIWAN

IM437629/05

TD605500060114-5

DOJI0475BA

USD

23,698.27

23,698.27

08-Apr-05

15-May-05

0

TUN YUN TEXTILE CO. LTD

TAIWAN

IM437630/05

TD605500060115-5

DOI00476JW

USD

47,606.46

47,606.46

08-Apr-05

15-May-05

0

CHARTER ACE COMPANY LIMITED

IM437631/05

TD605500060116-5

DOJI0477JWJ

USD

333,872.85

333,872.85

08-Apr-05

30-Jul-05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM436494/05

TD605500060038-5

DOJI03972563JJ

USD

4,400,032.10

4,400,032.10

11-Apr-05

31-Jul-05

0

FORTUNELY INTERNATIONAL LTD

HONG KONG

IM438042/05

TD605500060117-5

DOJI04782624JJ

USD

1,040,811.43

1,040,811.43

13-Apr-05

18-Jul-05

0

FORTUNELY INTERNATIONAL LTD

HONG KONG

IM438044/05

TD605500060119-5

DOJI0480ME915

USD

313,994.13

313,994.13

13-Apr-05

21-Jul-05

0

HAIYANG LANSEN TEXTILES

CHINA

IM438046/05

TD605500060121-5

DOJI0482ME917

USD

4,287,229.50

4,287,229.50

13-Apr-05

21-Jul-05

0

KUK RIM LTD.

KOREA REPUBLIC

IM438047/05

TD605500060122-5

DOJI0483ME918

USD

647,219.06

647,219.06

13-Apr-05

21-Jul-05

0

M S EXEMPLARY COMPANY LTD.

BANGLADESH

IM438048/05

TD605500060123-5

DOJI0484ME919

USD

39,328.79

39,328.79

13-Apr-05

15-Jul-05

0

UNITEX FASHIONS (INDIA) PVT. LTD.

INDIA

IM438049/05

TD605500060124-5

DOJI0485ME920

USD

72,648.60

72,648.60

13-Apr-05

14-Jun-05

0

FOREMOST INDIA

INDIA

IM438050/05

TD605500060125-5

DOJI0486ME921

USD

363,632.50

363,632.50

13-Apr-05

21-Jul-05

0

LIAONING CHENG DA ENTERPRISE CO.

CHINA

IM438051/05

TD605500060126-5

DOJI0487ME922

USD

51,353.50

51,353.50

13-Apr-05

21-Jul-05

0

XINRUN KNITTING COMPANY LTD.

HONG KONG

IM438052/05

TD605500060127-5

DOJI0488ME923

USD

30,937.50

30,937.50

13-Apr-05

06-Jul-05

0

INJAE TRADING COMPANY

HONG KONG

IM438054/05

TD605500060129-5

DOJI0490ME925

USD

150,040.89

150,040.89

13-Apr-05

21-Ju1-05

0

ALLIED EXPORT INDUSTRIES

INDIA

IM438055/05

TD605500060130-5

DOJI0491ME926

USD

212,460.50

212,460.50

13-Apr-05

15-Jul-05

0

MARAL OVERSEAS

INDIA

IM438077/05

TD605500060131-5

DOJI0492NC

USD

328,820.50

328,820.50

13-Apr-05

30-Jun-05

0

MONTROSE (FAR EAST) LIMITED

HONG KONG

IM438067/05

TD605500060132-5

DOJI0493CL

USD

215,957.05

215,957.05

13-Apr-05

30-Jun-05

0

KISH EXPORTS LIMITED

INDIA

IM438068/05

TD605500060133-5

DOJI0494BA

USD

329,466.41

329,466.41

13-Apr-05

06-Aug-05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM438078/05

TD605500060134-5

DOJI0495JWJ

USD

337,205.11

337,205.11

13-Apr-05

20-Jun-05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM438079/05

TD605500060135-5

DOJI0496AL

USD

109,878.48

109,878.48

13-Apr-05

18-Jun-05

0

SPRING STAR CO., LTD.

KOREA REPUBLIC

IM438080/05

TD605500060136-5

DOJI0497LL

USD

84,626.14

84,626.14

13-Apr-05

30-Jun-05

0

WIDEWAY (CHINA) LIMITED

HONG KONG

IM438066/05

TD605500060137-5

DOJI00498NM

USD

15,557.04

15,557.04

13-Apr-05

30-Jun-05

0

WIDEWAY (CHINA) LIMITED

HONG KONG

IM438069/05

TD605500060138-5

DOJI0499JW

USD

316,896.54

316,896.54

13-Apr-05

08-May-05

0

SKYLITE FASHION (HONG KONG) LTD.

HONG KONG

IM438070/05

TD605500060139-5

DOJI0500JW

USD

6,111.33

6,111.33

13-Apr-05

14-Jun-05

0

BUISHINE INTERNATIONAL CO., LTD

TAIWAN

IM438081/05

TD605500060140-5

DOJI0501AL

USD

37,304.05

37,304.05

13-Apr-05

08-Jun-05

0

HON FANG GARMENT INDUSTIRAL OF

TAIWAN

IM438082/05

TD605500060141-5

DOJI0502RR

USD

43,998.52

43,998.52

13-Apr-05

05-May-05

0

HAULEY KNITWEARS, LTD.

TAIWAN

IM438071/05

TDC05500060142-5

DOJI0503NC

USD

177,148.70

177,148.70

13-Apr-05

25-Jun-05

0

KOWATEX LIMITED

HONG KONG

IM438083/05

TD605500060143-5

DOJI0504LL

USD

9,093.20

9,093.20

13-Apr-05

16-May-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT.VIRGIN ISLAND

IM438073/05

TD605500060145-5

DOJI0506NM

USD

49,449.60

49,449.60

13-Apr-05

15-May-05

0

HON FANG GARMENT INDUSTIRAL COF

TAIWAN

IM438084/05

TD605500060146-5

DOJI0507BA

USD

45,718.44

45,718.44

13-Apr-05

15-Jun-05

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

IM438085/05

TD605500060147-5

DOJI0508NM

USD

44,791.87

44,791.87

13-Apr-05

23-Jun-05

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

IM438086/05

TD605500060148-5

DOJI0509NM

USD

7,735.68

7,735.68

13-Apr-05

23-Jun-05

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

IM438087/05

TD605500060149-5

DOJI0510NM

USD

8,200.80

8,200.80

13-Apr-05

30-Jun-05

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

IM438088/05

TD605500060150-5

DOJI0511NM

USD

133,151.62

133,151.62

13-Apr-05

15-Jun-05

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

IM438074/05

TD605500060151-5

DOJI0512NM

USD

51,634.44

51,634.44

13-Apr-05

07-Jul 05

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

1M438075/05

TD605500060152-5

DOJI0513NM

USD

28,835.30

28,835.30

13-Apr-05

29-May-05

0

SEOHEUNG TRADING CO., LTD.

KOREA REPUBLIC

IM438076/05

TD605500060153-5

DOJI00514BA

USD

40,942.80

40,942.80

13-Apr-05

29-May-05

0

KOREA APPAREL CO., LTD.

KOREA REPUBLIC

IM438043/05

TD605500060118-5

DOJI0479ME914

USD

497,805.00

497,805.00

14-Apr-05

21-Jul-05

0

GRAND HING KNITTING FACTORY LTD.

HONG KONG

IM438045/05

TD605500060120-5

DOJI0481ME916

USD

922,120.23

922,120.23

14-Apr-05

15-Jul-05

0

MONTROSE MARKETING LTD.

SRI LANKA

Outstanding Report — Import LC Report as of 11-May-05
Page 7 of 10

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM438053/05

TD605500060128-5

DOJI0489ME924

USD

102,920.69

102,920.69

14-Apr-05

06-Jul-05

0

M S UNICON INTERNATIONAL (PVT)

PAKISTAN

IM438209/05

TD605500060154-5

DOJI0515NM

USD

205,074.57

205,074.57

14-Apr-05

27-Jun-05

0

DAE GU APPAREL COPRORATION

KOREA REPUBLIC

IM438210/05

TD605500060155-5

DOJI0516NM

USD

43,847.86

43,847.86

14-Apr-05

04-Jun-05

0

INJAE TRADING COMPANY

HONG KONG

IM438211/05

TD605500060150-5

DOJI0517NM

USD

107,641.01

107,641.01

14-Apr-05

25-Jun-05

0

GRAND HING KNITTING FACTORY LTD.

HONG KONG

IM438213/05

TD605500060158-5

DOJI0519NM

USD

1,947.08

1,947.28

14-Apr-05

29-May-05

0

SEOHEUNG TRADING CO. LTD

KOREA REPUBLIC

IM438220/05

TD605500060159-5

DOJI0520AL

USD

117,476.97

117,476.97

14-Apr-05

30-Jun-05

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM438221/05

TD605500060160-5

DOJI0521NC

USD

13,957.12

13,957.12

14-Apr-05

04-May-05

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM438222/05

TD605500060161 -5

DOJI0522NC

USD

37,431.45

37,431.45

14-Apr-05

01-Jun-05

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM438223/05

TD605500060162-5

DOJI0523AL

USD

77,214.97

77,214.97

14-Apr-05

01-Jun-05

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM438224/05

TD605500060163-5

DOJI0524BA

USD

70,556.46

70,556.46

14-Apr-05

01-Jun-05

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM438233/05

TD605500060164-5

DOJI0525JWJ

USD

142,176.27

142,176.27

14-Apr-05

25-May-05

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM438225/05

TD605500060165-5

DOJI0526BA

USD

58,409.99

58,409.99

14-Apr-05

15-May-05

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM438218/05

TD605500060166-5

DOJI00527EP

USD

704.81

704.81

l4-Apr-05

15-May-05

0

PT UNGARAN SARI GARMENTS

INDONESIA

IM438226/05

TD605500060167-5

DOJI0528AL

USD

218,369.80

218,369.80

14-Apr-05

15-May-05

0

PT UNGARAN SARI GARMENTS

INDONESIA

IM438219/05

TD605500060168-5

DOJI00529JW

USD

4,713.11

4,713.11

14-Apr-05

15-May-05

0

PT UNGARAN SARI GARMENTS

INDONESIA

IM438227/05

TD605500060169-5

DOJI0530NM

USD

70,955,28

7 0,955.28

14-Apr-05

05-May-05

0

CHAMPION CITY INT'L CORP.

TAIWAN

IM438228/05

TD605500060170-5

DOJI0531JW

USD

13.60

13.60

14-Apr-05

07-May-05

0

AKIN TFKSTIL AS

TURKEY

IM438229/05

TD605500060171 -5

DOJI0532RR

USD

90,598.80

90,598.80

l4-Apr-05

04-Jun-05

0

JAY ONE TRADING CORP.

KOREA REPUBLIC

IM438230/05

TD605500060172-5

DOJI0533RR

USD

55,383.10

55,383.10

14-Apr-05

31-May-05

0

YOUNGHWA TEXTILE CO. LTD.

KOREA REPUBLIC

IM438231/05

TD605500060173-5

DOJI0534CL

USD

232,462.76

232,462.76

14-Apr-05

06-Aug-05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM438232/05

TD605500060174-5

DOJI0535BA

USD

124,412.46

124,412.46

14-Apr-05

06-Aug-05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM438212/05

TD605500060157-5

DOJI0518BA

USD

388,834.91

388,834.91

15-Apr-05

03-May-05

0

HUXING INTERNATIONAL, INC. (NY)

UNITED STATES

IM438657/05

TD605500060175-5

DOJI05362632LN

USD

2,312,777.88

2,312,777.88

19-Apr-05

03-Aug-05

0

SAYTAZ INTERNATIONAL

BANGLADESH

IM438798/05

TD605500060176-5

DOJI05372647LN

USD

38,102.40

38,102.40

20-Apr-05

13-May-05

0

CROWN TEXTILE

PAKISTAN

IM438939/05

TD605500060177-5

DOJI05382635JJ

USD

21,420.00

21,420.00

21-Apr-05

14-Jun-05

0

SAN WAI GARMENT FACTORY

MACAO

IM438940/05

TD605500060178-5

DOJI05392636JJ

USD

46,305.00

46,305.00

21-Apr-05

21-Jun-05

0

GOLDTREND ENTERPRISES LTD

IM438941/05

TD605500060179-5

DOJI0540244JJ

USD

1,075,810.80

1,075,810.80

21-Apr-05

29-Aug-05

0

MING TAI KNITTING GARMENT FTY LTD

HONG KONG

IM438942/05

TD605500060180-5

DOJI0541ME927

USD

11,400.00

11,400.00

21-Apr-05

01-Jul-05

0

SONA GARMENTS

INDIA

IM438944/05

TD605500060182-5

DOJI0543ME929

USD

264,262.95

264,262.95

21-Apr-05

21-Jul-05

0

JRB HOWARD INTERNATIONAL CO.,LTD

TAIWAN

IM438945/05

TD605500060184-5

DOJI00544NM

USD

1,194,305.58

1,194,305.58

21-Apr-05

14-Jun-05

0

PYL APPAREL LIMITED

HONG KONG

IM438946/05

TD605500060185-5

DOJI0545AL

USD

264,233.65

264,233.65

21-Apr-05

14-Jun-05

0

PYL APPAREL LIMITED

HONG KONG

IM438947/05

TD605500060186-5

DOJI0546RR

USD

152,998.67

152,998.67

21-Apr-05

14-Jun-05

0

PYL APPAREL LIMITED

HONG KONG

IM438948/05

TD605500060187-5

DOJI0547LL

USD

419,481.75

419,481.75

21-Apr-05

14-Jun-05

0

PYL APPAREL LIMITED

HONG KONG

IM438949/05

TD605500060188-5

DOJI0548EP

USD

274,038.75

274,038.75

21-Apr-05

14-Jun-05

0

PYL APPAREL LIMITED

HONG KONG

IM438950/05

TD605500060189-5

DOJI0549CL

USD

327,515.70

327,515.70

21-Apr-05

14-Jun-05

0

PYL APPAREL LIMITED

HONG KONG

IM438951/05

TD605500060190-5

DOJI0550NM

USD

87,601.24

87,601.24

21-Apr-05

14-Jun-05

0

PYL APPAREL LIMITE

HONG KONG

lM438952/05

TD602200060191-5

DOJI0550JW

USD

293,002.85

293,002.85

21-Apr-05

14-Jan-05

0

PYL APPAREL LIMITED

HONG KONG

IM438953/05

TD605500060192 -5

DOJI0551BA

USD

815,807.59

815,807.59

21-Apr-05

14-Jun-05

0

PYL APPAREL LIMITED

HONG KONG

IM438954/05

TD605500060193-5

DOJI0552EP

USD

51,599.91

51,599.91

21-Apr-05

24-Jun-05

0

NOAH FABRIC NEW YORK

UNITED STATES

IM438955/05

TD605500060194-5

DOJI0553RR

USD

21,436.36

21,436.36

21-Apr-05

17-Jun-05

0

NOAH FABRIC NEW YORK

UNITED STATES

IM438956/05

TD605500060195 -5

DOJI0554NC

USD

13,750.50

13,750.50

21-Apr-05

01-Jul-05

0

NOAH FABRIC NEW YORK

UNITED STATES

IM438957/05

TD605500060196-5

DOJI0555NC

USD

610,363.33

610,363.33

21-Apr-05

14-Jun-05

0

PYL APPAREL LIMITED

HONG KONG

IM438958/05

TD605500060197-5

DOJI0556NC

USD

440,210.67

440,210.67

21-Apr-05

30-Aug-05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM438959/05

TD605500060198-5

DOJI0557RR

USD

23,196.51

23,196.51

21-Apr-05

03-Jul-05

0

SKYLITE FASHION (HONG KONG) LTD

HONG KONG

IM438960/05

TD605500060199-5

DOJI0558JW

USD

920,954.43

920,954.43

21-Apr-05

30-Jun-05

0

SKYLITE FASHION (HONG KONG) LTD

HONG KONG

Outstanding Report — Import LC Report as of 11-May-05
Page 8 of 10

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM438987/05

TD605500060200-5

DOJI0559NM

USD

212,036.58

212 036 58

21-Apr-05

29-May-05

0

HUXING INTERNATIONAL, INC. (NY)

UNITED STATES

IM438988/05

TD605500060201-5

DOJI0560CL

USD

125,141.66

125,141.66

21-Apr-05

30-May-05

0

FUN YVES INERMAINAL COMPANY

TAIWAN

IM438989/05

TD605500060202-5

DOJI0561BA

USD

200,238.85

200,238.85

2l-Apr-05

30-May-05

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM438971/05

TD605500060203-5

DOJI0562NM

USD

55,670.99

55,670.99

21-Apr-05

11-Jun-05

0

CK INT’L CORP

KOREA REPUBLIC

IM438986/05

TD605500060204-5

DOJI00563NM

USD

25,772.34

25,772.34

21-Apr-05

25-Jun-05

0

CK INT’L CORP

KOREA REPUBLIC

IM438972/05

TD605500060205-5

DOJI0564NM

USD

35,878.91

35,878.91

21-Apr-05

25-Jun-05

0

CK INT’L CORP

KOREA REPUBLIC

IM438973/05

TD605500060206-5

DOJ10565NM

USD

18,418.75

18,418.75

21-Apr-05

28-Jun-05

0

NINGBO FANHUA WOLLEN SWEATER C

CHINA

IM438974/05

TD605500060207-5

DOJI0566NM

USD

54,072.75

54,072.75

21-Apr-05

05-Jul-05

0

WANG HING KNITTING FACTORY LTD

HONG KONG

IM438975/05

TD605500060208-5

DOJI0567NM

USD

44,395.70

44,395.70

21-Apr-05

05-Jul-05

0

MING SHING TRADING LTD

HONG KONG

IM438976/05

TD605500060209-5

DOJI0568NM

USD

58,408.77

58 408 77

21-Apr-05

21-Jun-05

0

KING BEST INDUSTRIAL LTD.

HONG KONG

IM438977/05

TD605500060210-5

DOJI0569CL

USD

203,141.16

203,141.16

21-Apr-05

25 Jun-05

0

MING SHING TRADING LTD

HONG KONG

IM438978/05

TD605500060211-5

DOJI0570NC

USD

2,704.78

2,704.78

21-Apr-05

11-Jun-05

0

JAY ONE TRADING CORP

KOREA REPUBLIC

IM438979/05

TD605500060212-5

DOJI0571RR

USD

87,321.55

87,321.55

21-Apr-05

15-May-05

0

MERIMO LTD.

BANGLADESH

IM438980/05

TD605500060213-5

DOJI0572NM

USD

122,522.40

122,522.40

21-Apr-05

25-May-05

0

MERIM CORPORATION

KOREA REPUBLIC

IM438981/05

TD605500060214-5

DOJI0573JWJ

USD

61,413.75

61,413.75

21-Apr-05

05-Jun-05

0

GLOBAL P AND M INC.

UNITED STATES

IM438982/05

TD605500060215-5

DOJI0574JWJ

USD

19,281.60

19,281.60

21-Apr-05

15-Jun-05

0

TAECHANGE ENTERPRISE CO., LTD.

KOREA REPUBLIC

IM438983/05

TD605500060216-5

DOJI0575BA

USD

17,304.00

17,304.00

21-Apr-05

26-May-05

0

TAECHANGE ENTERPRISE CO., LTD.

KOREA REPUBLIC

IM438984/05

TD605500060217-5

DOJI0576CL

USD

17,448.20

17,448.20

21-Apr-05

12-Jun-05

0

CHANNEL FABRICS INC.

UNITED STATES

IM438985/05

TD605500060218-5

DOJI0577NC

USD

408,590.49

408,590.49

21-Apr-05

06 Aug 05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM438943/05

TD605500060181-5

DOJI0542ME928

USD

314,446.43

314,446.43

22-Apr-05

21-Jul-05

0

YAW CHING ENTERPRISES COMPANY

TAIWAN

IM439480/05

TD605500060219-5

DOJI05782614JJ

USD

103,556.25

103,556.25

27-Apr 05

14-Jun-05

0

TACTICIAN IND CO LTD

TAIWAN

IM439481/05

TD605500060220-5

DOJI00579EP

USD

118,322.65

118,322.65

27-Apr-05

15-Jun-05

0

HAE YANG KNITTING FACTORY, LTD

KOREA REPUBLIC

IM439545/05

TD605500060252-5

DOJI0611CL

USD

121,903.06

121,903.06

27-Apr-05

14-Jun-05

0

I ONE TRADE CO., LTD.

KOREA REPUBLIC

IM439482/05

TD605500060221-5

DOJI00580EP

USD

24,108.11

24,108.11

28-Apr-05

14-Jun-05

0

GRAND HING KNITTING FACTORY LTD.

HONG KONG

IM439516/05

TD605500060222-5

DOJI0581EP

USD

62,632.08

62,632.08

28-Apr-05

08-Jul-05

0

LIAONING CHENG DA ENTERPRISE CO.

CHINA

IM439530/05

TD605500060223-5

DOJI0582JWJ

USD

117,030.31

117,030.31

28-Apr-05

29-May-05

0

KOREA APPAREL CO., LTD.

KOREA REPUBLIC

IM439517/05

TD605500060224-5

DOJI0583AL

USD

71,751.49

71,751.49

28-Apr-05

08-Jul-05

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

IM439531/05

TD605500060225-5

DOJ10584AL

USD

121,151.52

121,151.52

28-Apr-05

04-Jun-05

0

INJAE TRADING COMPANY

HONG KONG

IM439532/05

TD605500060226-5

DOJI0585AL

USD

45,496.08

45,496.08

28-Apr-05

25-Jun-15

0

INJAE TRADING COMPANY

HONG KONG

IM439518/05

TD605500060227-5

DOJI0586LL

USD

81,382.54

81,382.51

28-Apr-05

29-May-5

0

KOREA APPAREL CO LTD

KOREA REPUBLIC

IM439519/05

TD605500060228-5

DOJI0587AL

USD

44,737.20

44,737.20

28-Apr-05

04-Jun-05

0

INJAE TRADING COMPANY

HONC KONG

IM439520/05

TD605500060229-5

DOJI0588AL

USD

41,616.00

41,616.00

28-Apr-05

04-Jun-05

0

CK INTL CORP

KOREA REPUBLIC

IM439533/05

TD605500060230-5

DOJI0589AL

USD

42,521.15

42,521.15

28-Apr-05

01-Jul-05

0

CK INT’L CORP

KOREA REPUBLIC

IM439521/05

TD605500060231-5

DOJI0590NC

USD

37,507.44

37,507.44

28-Apr-05

08-Jul-05

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

IM439515/05

TD605500060232-5

DOJI00591NC

USD

8,555.76

8,555.76

28-Apr-05

19-Jun-05

0

KOREA APPAREL CO., LTD.

KOREA REPUBLIC

IM439534/05

TD605500060233-5

DOJI0592NC

USD

64,433.40

64,433.40

28-Apr-05

14-Jun-05

0

KOREA APPAREL CO., LTD.

KOREA REPUBLIC

IM439522/05

TD605500060234-5

DOJI0593NC

USD

148,953.86

148,953.86

28-Apr-05

29-May-05

0

SEOHEUNG TRADING CO., LTD.

KOREA REPUBLIC

IM439523/05

TD605500060235-5

DOJI0534NC

USD

36,097.19

36,097 19

28-Apr-05

19-Jun-05

0

SEOHEUNG TRADING CO. , LTD

KOREA REPUBLIC

IM439524/05

TD605500060236-5

DOJI0595JW

USD

44,528.51

44,528.51

28-Jun-05

04-Jun-05

0

LIAONING CHENG DA ENTERPRISE CO.

CHINA

IM439525/05

TD605500000237-5

DOJI0596JW

USD

44,937.02

44,937.02

28-Apr-05

04-Jun-05

0

GRAND HING KNITTING FACTORY LTD

HONG KONG

IM439526/05

TD605500060238-5

DOJI0597NC

USD

73,149.30

73,149.30

28-Apr-05

02 Jul-05

0

CK INT’L CORP

KOREA REPUBLIC

IM439527/05

TD605500060239-5

DOJI0598EP

USD

14,227.98

14,227.98

28-Apr-05

01-Jul-05

0

CK INT’L CORP

KOREA REPUBLIC

IM439536/05

TD605500060241-5

DOJI0600JWJ

USD

2,781.00

2,781.00

28-Apr-05

04-Jun-05

0

JAY ONE TRADING CORP.

KOREA REPUBLIC

IM439537/05

TD605500060242-5

DOJI0601BA

USD

39,490.20

39,490.20

28-Apr-05

04-Jun-05

0

JAY ONE TRADING CORP.

KOREA REPUBLIC

IM439538/05

TD605500060243-5

DOJI0602CL

USD

42,518.40

42,518.40

28-Apr-05

06-Jul-05

0

REALTY TEXTILES CO., LTD.

HONG KONG

Outstanding Report — Import LC Report as of 11-May-05
Page 9 of 10

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM439539/05

TD605500060244-5

DOJI0603ME930

USD

39,300.00

39,300.00

28-Apr-05

15-Jul-05

0

GO GO INTERNATIONAL

INDIA

IM439540/05

TD605500060245-5

DOJI0604NM

USD

69,029.62

69,029.62

28-Apr-05

25-May-05

0

CHARTER ACE COMPANY LIMITED

IM439541/05

TD605500060246-5

DOJIC605NM

USD

33,937.85

33,937.85

28-Apr-05

25-Jun-05

0

FUN YVES INTERNATIONAL COMPANY

TAIWAN

IM439542/05

TD605500060247-5

DOJI0606CL

USD

197,756.78

197,756.78

28-Apr-05

21-Jun-05

0

FUN YVES INTERNATIONAL COMPANY

TAIWAN

IM439528/05

TD605500060248-5

DOJI0607BA

USD

36,221.22

36,221.22

28-Apr-05

08-Jun-05

0

HON FANG CARMENT INDUSTIRAL COF

TAIWAN

IM439543/05

TD605500060249-5

DOJI0608NM

USD

32,419.78

32,419.78

28-Apr-05

23-Jun-05

0

CHARTER ACE COMPANY LIMITED

IM439529/05

TD605500060250-5

DOJI0609NM

USD

100,245.60

100,245.60

28-Apr-05

05-Jun-05

0

HUXING INTERNATIONAL, INC.(NY)

UNITED STATES

IM439544/05

TD605500060251-5

DOJI0610CL

USD

55,255.44

55,255.44

28-Apr-05

30-May-05

0

I ONE TRADE CO., LTD.

KOREA REPUBLIC

IM439704/05

TD605500060253-5

DOJI0612NC

USD

107,884.78

107,884.78

28-Apr-05

20-Jun-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT.VIRGIN ISLAND

IM439535/05

TD605500060240-5

DOJI0599JW

USD

13,724.10

13,724.10

29-Apr-05

05-Jul-05

0

CK INT’L CORP

KOREA REPUBLIC

IM439835/05

TD605500060254-5

DOJI06132650JJ

USD

898,251.67

898,251.67

29-Apr-05

01-Aug-05

0

SKY EASY - HONG KONG- LIMITED

HONG KONG

IM439836/05

TD605500060255-5

DOJI06142658LN

USD

127,482.89

127,482.89

29-Apr-05

14-Jun-05

0

SHANGHAI BUNNINGS INTERNATIONAL

CHINA

IM440363/05

TD605500060259-5

DOJI06182652LN

USD

53,298.67

53,298.67

05-May-05

30-Jun-05

0

RARE VON INDIEN

INDIA

IM440364/05

TD605500060260-5

DOJI06192659LN

USD

15,727.48

15,727.48

05-May-05

11-Jun-05

0

SMART WEAR INTERNATIONAL

PAKISTAN

IM440365/05

TD605500060261-5

DOJI0602561LN

USD

129,634.15

129,634.15

05-May-05

30-May-05

0

SHANGHAI EVER BRIGHT TOWN CO. LT

CHINA

IM440381/05

TD605500060262-5

DOJI0621ME931

USD

50,212.50

50,212.50

05-May-05

21-Jul-05

0

HAIYAN WELCOME TEXTILE INDUSTRY

CHINA

IM440389/05

TD605500060263-5

DOJI0622ME932

USD

27,060.00

27,060.00

05-May-05

06-Jul-05

0

M S MAHAVIR INTERNATIONAL PVT LTD

INDIA

IM440383/05

TD605500060265-5

DOJI0624ME934

USD

239,820.83

239,820.83

05-May-05

20-Aug-05

0

HAIYANG LANSEN TEXTILES

CHINA

IM440384/05

TD605500060266-5

DOJI0625ME935

USD

267,195.12

267,195.12

05-May-05

04-Aug-05

0

MONTROSE MARKETING LTD.

SRI LANKA

IM440385/05

TD605500060267-5

DOJI0626ME936

USD

2,793,231.12

2,793,231.12

05-May-05

21-Aug-05

0

KUK RIM LTD.

KOREA REPUBLIC

IM440386/05

TD605500060268-5

DOJI0627ME937

USD

104,671.40

104,671.40

05-May-05

15-Jul-05

0

ULUDAG TEKSTIL KONFEKSIYON GIYIM

TURKEY

IM440585/05

TD605500060269-5

DOJI0628JWJ

USD

458,449.30

458,449.30

06-May-05

14-Aug-05

0

SPRING STAR CO., LTD.

KOREA REPUBLIC

IM440586/05

TD605500060270-5

DOJI0629NC

USD

178,517.85

178,517.85

06-May-05

25-Jun-05

0

NJU INTERNATIONAL DEVELOPING CO

TAIWAN

IM440587/05

TD605500060271-5

DOJI0630NC

USD

47,484.47

47,484.47

06-May-05

30-Jun-05

0

CHARTER ACE COMPANY LIMITED

IM440588/05

TD605500060272-5

DOJI0631LL

USD

22,197.85

22,197.85

06-May-05

08-Jun-05

0

HUALEY KNITWEARS LTD

TAIWAN

IM440589/05

TD605500060273-5

DOJI0632LL

USD

41,017.77

41,017.77

06-May-05

02-Jul-05

0

HUALEY KNITWEARS LTD

TAIWAN

IM440590/05

TD605500060274-5

DOJI0633EP

USD

71,123.87

71,123.87

28-May-05

28-Jul-05

0

FUN YVES INTERNATIONAL COMPANY

TAIWAN

IM440591/05

TD605500060275-5

DOJI0634AL

USD

22,304.24

22,304.24

06-May-05

14-Jun-05

0

FUN YVES INTERNATIONAL COMPANY

TAIWAN

IM440592/05

TD605500060276-5

DOJI0635NM

USD

141,457.68

141,457.68

06-May-05

08-Jun-05

0

HON FANG GARMENT INDUSTIRAL COF

TAIWAN

IM440593/05

TD605500060277-5

DOJI0636RR

USD

10,737.54

10,737.54

06-May-05

05-Jul-05

0

KING BEST INDUSTRIAL LTD.

HONG KONG

IM440594/05

TD605500060278-5

DOJI0637EP

USD

37,515.19

37,515.19

06-May-05

05-Jul-05

0

WANG HING KNITTING FACTORY LTD.

HONG KONG

IM440595/05

TD605500060279-5

DOJI0638RR

USD

169,038.07

169,038.07

06-May-05

18-Jun-05

0

NINGBO FANHUA WOLLEN SWEATER C

CHINA

IM440596/05

TD605500060280-5

DOJI0639JW

USD

24,159.72

24,159.72

06-May-05

21-Jun-05

0

KING BEST INDUSTRIAL LTD.

HONG KONG

IM440597/05

TD605500060281-5

DOJI0640NC

USD

6,381.94

6,381.94

06-May-05

05-Jun-05

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM440598/05

TD605500060282-5

DOJI0641NC

USD

8,519.04

8,519.04

06-May-05

03-Jul-05

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM440599/05

TD605500060283-5

DOJI0642NC

USD

100,525.90

100,525.90

06-May-05

03-Jul-05

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM440600/05

TD605500060284-5

DOJI0643NC

USD

226,774.15

226,774.15

06-May-05

03-Jul-05

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM440601/05

TD605500060285-5

DOJI0644LL

USD

89,227.15

89,227.15

06-May-05

26-Jun-05

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM440602/05

TD605500060286-5

DOJI0645LL

USD

3,366.00

3,366.00

06-May-05

05-Jun-05

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM440614/05

TD605500060287-5

DOJI00646NM

USD

35,298.10

35,298.10

06-May-05

15-Jun-05

0

JAY ONE TRADING CORP.

KOREA REPUBLIC

IM440603/05

TD605500060288-5

DOJI0648LL

USD

29,046.00

29,046.00

06-May-05

20-Jun-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT.VIRGIN ISLAND

IM440604/05

TD605500060289-5

DOJI0649LL

USD

13,029.50

13,029.50

06-May-05

10-Jun-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT.VIRGIN ISLAND

IM440605/05

TD605500060290-5

DOJI0650NM

USD

33,001.20

33,001.20

06-May-05

06-Jun-05

0

MOTONG TEXTILE CO LTD

TAIWAN

IM440606/05

TD605500060291-5

DOJI0651NM

USD

181,577.46

181,577.46

06-May-05

22-Aug-05

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM440607/05

TD605500060292-5

DOJI0652NC

USD

60,564.00

60,564.00

06-May-05

26-Jun-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT. VIRGIN ISLAND

Outstanding Report — Import LC Report as of 11-May-05
Page 10 of 10

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM440608/05

TD605500060293-5

DOJI0653EP

USD

32,445.00

32,445.00

06-May-05

26-Jun-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT VIRGIN ISLAND

JM440609/05

TD605500060294-5

DOJI0654NC

USD

32,187.50

32,187.50

06-May-05

01-Jul-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT VIRGIN ISLAND

IM440610/05

TD605500060295-5

DOJI0655NC

USD

18,879.90

18.879.90

06-May-05

26-Jun-05

0

WORLD FORTUNE INTERNATIONAL CO

BRIT.VIRGIN ISLAND

IM440612/05

TD605500060297-5

DOJI0657BA

USD

6,724.66

6,724.66

06-May-05

25-May-05

0

JACK TAN

HONG KONG

IM440613/05

TD605500060298-5

DOJI0658BA

USD

6,086.34

6,086.34

06-May-05

30-May-05

0

JACK TAN

HONG KONG

IM440617/05

TD605500060299-5

DOJI0659NM

USD

334,335.60

334,335.60

06-May-05

09-Jun-05

0

JACK TAN

HONG KONG

IM440618/05

TD605500060300-5

DOJI0660BA

USD

216,036.82

216,036.82

06-May-05

09-Aug-05

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM440619/05

TD605500060301-5

DOJI0661NM

USD

48,837.60

48,837.60

06-May-05

25-May-05

0

SEJEE COMPANY LTD

HONG KONG

IM440620/05

TD605500060302-5

DOJI0662NM

USD

37,203.60

37,203.60

06-May-05

16-Jul-05

0

REALTY TEXTILES CO., LTD

HONG KONG

IM440616/05

TD605500060304-5

DOJI00664NM

USD

23,896.00

23,896.00

06-May 05

15-Jun-05

0

BNS INC.

KOREA REPUBLIC

IM440360/05

TD605500060256-5

DOJI06152678JJ

USD

94,760.00

94,760.00

09-May-05

30-Jun-05

0

BL GARMENT MFG

MADAGASCAR

IM440361/05

TD605500060257-5

DOJI06162677JJ

USD

46,692.99

46,692.99

09-May-05

05 Jul-05

0

EZ. CO, LTD

TAIWAN

IM440362/05

TD605500060258-5

DOJI06172676JJ

USD

40,116.44

40,116.44

09-May-05

14-Jun-05

0

E.Z. CO. LTD.

TAIWAN

IM440611/05

TD605500060296-5

DOJI0656BA

USD

75,396.00

75,396.00

09-May-05

15-Jul-05

0

NOAH FABRIC NEW YORK

UNITED STATES

IM440621/05

TD605500060303-5

DOJI0663NM

USD

50,490.60

50,490.60

09-May-05

11-Jul-05

0

REALTY TEXTILES CO., LTD.

HONG KONG

IM440382/05

TD605500060264-5

DOJI0623ME933

USD

288,848.95

288,848.95

10-May-05

20-Aug-05

0

GRAND HING KNITTING FACTORY LTD.

HONG KONG

IM441082/05

TD605500060305-5

DOJI0655LL

USD

42,307.25

42,307.25

11-May-05

18-Jun-05

0

JINGSU INTERNATIONAL TRADING CO.

HONG KONG

IM441083/05

TD605500060306-5

DOJI0666RR

USD,

21,753.60

21,753.60

11-May-05

05-Jun-05

0

JAY ONE TRADING CORP

KOREA REPUBLIC

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814556070	HYUNJIN APPAREL CO., LTD.	Sight	12/29/2004	252,025.26 USD
1257 JEV34RJ2	REPUBLIC OF KOREA		05/03/2005	1.00 USD
5814556081	CHINA UNION (CASHMERE) INTL GROUP	Sight	01/03/2005	5,061,771.00 USD
1268JK4263	HONG KONG		07/27/2005	5,061,771.00 USD
5815554682	HEMPEL CHINA LIMITED	Sight	01/12/2005	201,896.24 USD
0033JK4265	PEOPLE’S REPUBLIC OF CHINA		05/03/2005	1.00 USD
5815554713	JINSE CO., LTD.	Sight	01/13/2005	42,555.18 USD
0064CHR0107	REPUBLIC OF KOREA		06/04/2005	124,405.68 USD
5815554714	SEOKJIN CO., LTD.	Sight	01/13/2005	16,572.00 USD
0065AKNY0103EU	REPUBLIC OF KOREA		05/28/2005	20,362.56 USD
5815554804	SEOKJIN CO., LTD.	Sight	02/02/2005	76,617.64 USD
0156AKNY0126	REPUBLIC OF KOREA		05/29/2005	238,078.63 USD
5815554873	KWIN HING KNITTING FACTORY LTD..	Sight	02/18/2005	135,862.26 USD
0225JK5093	HONG KONG		04/30/2005	31,040.20 USD
5815554883	TAI FUNG TEXTILES CO., LTD	Sight	02/21/2005	87,891.50 USD
0235AC00415	HONG KONG		05/12/2005	4,240.61 USD
5815554884	TAI FUNG TEXTILES CO., LTD	Sight	02/21/2005	81,729.50 USD
0236AC00416	HONG KONG		05/27/2005	5,007.32 USD
5815554895	OPIFICIO TESSILE	Sight	02/24/2005	24,735.00 USD
0247AC00419	ITALIAN REPUBLIC		05/05/2005	0.00 USD
5815554921	A.O. TEXTILE INC.	Sight	03/09/2005	35,500.00 USD
0273AL00481	UNITED STATES OF AMERICA		05/02/2005	0.00 USD
5815554928	HEMPEL CHINA LIMITED	Sight	03/09/2005	47,774.96 USD
0280JK5131	PEOPLE’S REPUBLIC OF CHINA		06/04/2005	33,792.24 USD
5815554930	HANSAE CO., LTD.	Sight	03/09/2005	70,030.46 USD
0282JEV25JE1	REPUBLIC OF KOREA		05/05/2005	111,134.96 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 1 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815554932	HANSAE CO., LTD.	Sight	03/09/2005	121,231.66 USD
0284JEV033AA	REPUBLIC OF KOREA		05/29/2005	293,648.81 USD
5815554936	DO DO FAHSION LTD.	Sight	03/11/2005	332,348.36 USD
0288DD012/05	HONG KONG		05/09/2005	822,237.60 USD
5815554938	PT CITRAABADI SEJATI.	Sight	03/11/2005	99,276.46 USD
0290JK5139	REPUBLIC OF INDONESIA		05/02/2005	67,910.62 USD
5815554943	UNIMIX LTD.	Sight	03/11/2005	93,286.64 USD
0295JK5112	HONG KONG		04/30/2005	156,029.88 USD
5815554946	CHINA TING GARMENT MFG(GROUP)LTD.,,	Sight	03/11/2005	717,094.82 USD
0298JK5103	HONG KONG		04/30/2005	230,802.22 USD
5815554950	HEMPEL CHINA LIMITED	Sight	03/11/2005	38,835.68 USD
0302JK5127	PEOPLE’S REPUBLIC OF CHINA		06/04/2005	38,835.68 USD
5815554952	JEANLY (HK) LTD.	Sight	03/11/2005	16,886.76 USD
0304JK5108	HONG KONG		05/30/2005	16,886.76 USD
5815554953	FORNTON KNITTING CO LTD..	Sight	03/11/2005	188,866.85 USD
0305JK5095	HONG KONG		05/04/2005	188,866.85 USD
5815554956	HANSAE CO., LTD.	Sight	03/11/2005	244,814.88 USD
0308JEV26JE1	REPUBLIC OF KOREA		05/22/2005	453,726.32 USD
5815554957	JIN YOUNG INDUSTRIAL CO., LTD..	Sight	03/11/2005	35,377.68 USD
0309SH0303	REPUBLIC OF KOREA		05/11/2005	35,377.68 USD
5815554960	AUTOMOBILE FASHIONS CO., LTD.	Sight	03/17/2005	79,524.22 USD
0312JK5113	HONG KONG		05/15/2005	79,524.22 USD
5815554961	LAI KO KNITTING FACTORY LIMITED	Sight	03/17/2005	45,668.46 USD
0313JK5116	HONG KONG		04/30/2005	45,668.46 USD
5815554962	ERDOS GROUP(HONG KONG) CO., LTD.	Sight	03/17/2005	222,353.38 USD
0314JK5118	HONG KONG		05/10/2005	222,353.38 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 2 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815554963	TAI KEI KNITTERS LTD.	Sight	03/17/2005	65,982.69 USD
0315JK5119	HONG KONG		04/30/2005	65,982.69 USD
5815554964	HENFIELD ENTERPRISES LIMITED	Sight	03/17/2005	90,758.40 USD
0316JK5129	HONG KONG		04/30/2005	90,758.40 USD
5815554965	HENFIELD ENTERPRISES LIMITED	Sight	03/17/2005	18,555.00 USD
0317JK5130	HONG KONG		04/30/2005	18,555.00 USD
5815554966	UNITEX FASHION (CHINA) LIMITED..	Sight	03/17/2005	32,416.40 USD
0318JK5146	HONG KONG		04/30/2005	32,416.40 USD
5815554967	FORNTON KNITTING CO LTD..	Sight	03/17/2005	86,376.88 USD
0319JK5071	HONG KONG		04/30/2005	86,376.88 USD
5815554968	UNITEX FASHION (CHINA) LIMITED .	Sight	03/17/2005	58,974.16 USD
0320JK5120	HONG KONG		04/30/2005	58,974.16 USD
5815554969	PT. UNGARAN SARI GARMENTS.	Sight	03/17/2005	31,784.21 USD
0321JK5144	REPUBLIC OF INDONESIA		05/03/2005	1,023.10 USD
5815554970	HIGH FASHION GARMENTS CO. LTD..	Sight	03/17/2005	66,913.00 USD
0322JK5134	HONG KONG		05/03/2005	53,676.25 USD
5815554971	FABRICA DE MALHAS UNIVERSAL LDA.	Sight	03/17/2005	124,624.96 USD
0323JK5106	MACAU		04/30/2005	124,624.96 USD
5815554972	MAINFIELD DEVELOPMENT CO., LTD..	Sight	03/17/2005	150,909.84 USD
0324JK5143	HONG KONG		04/30/2005	106,133.64 USD
5815554973	SLC CO., LTD.	Sight	03/17/2005	11,040.00 USD
0325AKNY0308	REPUBLIC OF KOREA		05/06/2005	658.00 USD
5815554974	SLC CO., LTD.	Sight	03/17/2005	34,987.00 USD
0326AKAK0224	REPUBLIC OF KOREA		05/06/2005	0.00 USD
5815554975	SLC CO., LTD.	Sight	03/17/2005	73,726.00 USD
0327AKNY0303	REPUBLIC OF KOREA		05/06/2005	0.00 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 3 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815554976	LANIFICIO MOESSMER SPA	Sight	03/18/2005	56,903.40 USD
0328AE00364	ITALIAN REPUBLIC		05/17/2005	56,903.40 USD
5815554977	LANIFICIO TEXCO S.P.A.	Sight	03/17/2005	434,875.00 USD
0329AE00351	ITALIAN REPUBLIC		05/28/2005	515,875.00 USD
5815554978	CUCCIRELLI/C. SPA	Sight	03/17/2005	122,947.50 USD
0330AE00371	ITALIAN REPUBLIC		05/31/2005	144,157.00 USD
5815554979	CUCCIRELLI/C.	Sight	03/17/2005	145,898.80 USD
0331AE00355	ITALIAN REPUBLIC		05/14/2005	145,898.80 USD
5815554980	NEILL JOHNSTONE LTD.,	Sight	03/17/2005	51,979.20 USD
0332AE00369	UNITED KINGDOM OF GREAT BRITAIN AND		05/05/2005	51,979.20 USD
5815554982	BONOTTO S.P.A	Sight	03/17/2005	67,599.00 USD
0334AE00361	ITALIAN REPUBLIC		05/23/2005	81,756.00 USD
5815554984	LANERIE PIERO TONELLA SRL	Sight	03/17/2005	100,040.00 USD
0336AE00349	ITALIAN REPUBLIC		05/17/2005	100,040.00 USD
5815554985	AMOR TESSUTO S.A.	Sight	03/17/2005	54,520.00 USD
0337AC00503	EASTERN REPUBLIC OF URUGUAY		06/06/2005	54,520.00 USD
5815554990	LANIFICIO TEXCO S.P.A.	Sight	03/17/2005	4,970.00 USD
0342AE00372	ITALIAN REPUBLIC		05/10/2005	0.00 USD
5815554993	ONETEX CORP.	Sight	03/17/2005	22,750.00 USD
034WA00216	REPUBLIC OF KOREA		05/01/2005	1,375.00 USD
5815554994	ONETEX CORP.	Sight	03/17/2005	47,060.00 USD
0346WA00218	REPUBLIC OF KOREA		04/29/2005	7,480.20 USD
5815554997	MITSUI BUSSAN TEXTILE CO., LTD..	Sight	03/23/2005	3,255.12 USD
0349AE00414	JAPAN		05/12/2005	0.00 USD
5815554998	LANIFICIO BARTOLINI SESTILIO SPA	Sight	03/23/2005	22,277.50 USD
0350AE00368	ITALIAN REPUBLIC		05/10/2005	22,277.50 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 4 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815554999	KEN TRADING.	Sight	03/23/2005	5,929.05 USD
0351AE00410	JAPAN		04/30/2005	0.00 USD
5815555000	MITSUI BUSSAN TEXTILE CO., LTD.	Sight	03/23/2005	11,400.48 USD
0352AE00389	JAPAN		05/15/2005	0.00 USD
5815555001	MALISYS S.R.L.	Sight	03/23/2005	198,801.80 USD
0353AE00375	ITALIAN REPUBLIC		06/10/2005	198,801.80 USD
5815555002	LANIFICIO BARTOLINI SESTILIO SPA	Sight	03/23/2005	23,820.00 USD
0354AE00367	ITALIAN REPUBLIC		05/25/2005	23,820.00 USD
5815555004	TEXTILE IMPORTS LLC	Sight	03/23/2005	31,457.50 USD
0356AC00446	UNITED STATES OF AMERICA		05/20/2005	31,457.50 USD
5815555007	KWIN HING KNITTING FACTORY LTD..	Sight	03/23/2005	5,460.00 USD
0359JK5117	HONG KONG		04/30/2005	5,460.00 USD
5815555009	PT. UNGARAN SARI GARMENTS.	Sight	03/23/2005	16,316.52 USD
0361JK5147	REPUBLIC OF INDONESIA		05/17/2005	16,316.52 USD
5815555010	HIGH FASHION GARMENTS CO. LTD..	Sight	03/23/2005	40,256.32 USD
0362JK5133	HONG KONG		05/17/2005	40,256.32 USD
5815555014	LIENS GROUP (ASIA) CO., LTD..	Sight	03/23/2005	295,157.20 USD
0366JK5155	THAILAND		05/11/2005	409,109.98 USD
5815555015	GREAT HARVEST LTD.	Sight	03/23/2005	101,039.52 USD
0368GH013/05	HONG KONG		05/04/2005	146,377.33 USD
5815555017	HT TRADING LIMITED	Sight	03/23/2005	265,031.75 USD
0370HTK019/05	MACAU		05/08/2005		265,031.75 USD
5815555021	HOJEON LIMITED	Sight	03/23/2005	453,518.62 USD
0374AK05BR0001	REPUBLIC OF KOREA		05/18/2005	62,470.39 USD
5815555022	HONGS INTERNATIONAL LIMITED	Sight	03/23/2005	62,910.46 USD
0375PAUL0317	REPUBLIC OF KOREA		05/06/2005		2,534.65 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 5 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555023	POONGIN TRADING CO., LTD..	Sight	03/23/2005	187,187.20 USD
0376AKAK0321	REPUBLIC OF KOREA		05/06/2005	187,187.20 USD
5815555024	SAMKWANG APPAREL CORP..	Sight	03/23/2005	177,962.58 USD
0377AKAK0321A	REPUBLIC OF KOREA		05/06/2005	177,962.58 USD
5815555025	SAMKWANG APPAREL CORP. .	Sight	03/23/2005	70,963.78 USD
0378AKAK0321B	REPUBLIC OF KOREA		05/06/2005	70,963.78 USD
5815555026	EUHA INTERNATIONAL LTD.	Sight	03/23/2005	22,952.40 USD
0379AKAK0321C	REPUBLIC OF KOREA		05/06/2005	22,952.40 USD
5815555027	PAN PACIFIC CO., LTD.	Sight	03/23/2005	36,970.00 USD
0380JEV38LY1	REPUBLIC OF KOREA		05/09/2005	36,970.00 USD
5815555028	TREMO LTD.	Sight	03/23/2005	32,500.00 USD
0381WA00221	REPUBLIC OF KOREA		05/05/2005	510.00 USD
5815555030	RUNNING TEXTILE HOLDINGS LTD.	Sight	03/25/2005	18,634.50 USD
0382AL00491	TAIWAN, PROVINCE OF ROC		04/30/2005	18,634.50 USD
5815555031	K.M. TEXTILE CORPORATION.	Sight	03/25/2005	29,351.40 USD
0383KU00330	REPUBLIC OF KOREA		05/10/2005	0.00 USD
5815555032	EXSA EXPORT SANAYI MAMULLERI SATIS	Sight	03/25/2005	11,020.00 USD
0384AC00507	TURKEY		06/09/2005	11,020.00 USD
5815555033	PARAMOUNT TEXTEIS INDUSTRIA E	Sight	03/25/2005	175,224.00 USD
0385AC00423	FEDERATIVE REPUBLIC OF BRAZIL		05/25/2005	9,275.70 USD
5815555034	EFFETEX SRL.	Sight	03/25/2005	19,950.00 USD
0386AC00487	ITALIAN REPUBLIC		05/11/2005	0.00 USD
5815555035	TRISTATE TRADING LIMITED	Sight	03/29/2005	1,205,108.65 USD
0387FNJ1MA25	MACAU		05/10/2005	992,675.16 USD
5815555037	FLORA FASHIONS FTY	Sight	03/29/2005	23,781.65 USD
0389FL007/05	HONG KONG		05/07/2005	10,359.65 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 6 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555042	SAVERIO INTERNATIONAL LIMITED.	Sight	03/29/2005	100,053.86 USD
0394JK5162	HONG KONG		05/25/2005	100,053.86 USD
5815555043	HEMPEL CHINA LIMITED	Sight	03/29/2005	401,841.89 USD
0395JK5145	PEOPLE’S REPUBLIC OF CHINA		05/07/2005	401,841.89 USD
5815555044	DONG HAN INTERNATIONAL CO., LTD.	Sight	03/29/2005	707,465.82 USD
0396AK05BR003	REPUBLIC OF KOREA		05/08/2005	297,790.75 USD
5815555045	DONG HAN INTERNATIONAL CO., LTD.	Sight	03/30/2005	33,152.89 USD
0397AK05BR005	REPUBLIC OF KOREA		05/08/2005	21,097.31 USD
5815555046	EUHA INTERNATIONAL LTD.	Sight	03/30/2005	58,277.12 USD
0398AKPRE-0321R	REPUBLIC OF KOREA		06/20/2005	5,132.80 USD
5815555047	HT TRADING LIMITED	Sight	03/30/2005	25,267.00 USD
0399HTR004/05	MACAU		05/01/2005	25,267.00 USD
5815555048	FLORA FASHIONS FTY	Sight	03/30/2005	28,054.91 USD
0400FL-006/05	HONG KONG		05/07/2005	12,220.91 USD
5815555049	MERIM CORP.	Sight	03/30/2005	89,469.47 USD
0401JK5166	REPUBLIC OF KOREA		06/29/2005	89,469.47 USD
5815555050	LANIFICIO FALIERO SARTI/FIGLI SPA	Sight	04/04/2005	170,287.15 USD
0402AE00409	ITALIAN REPUBLIC		05/25/2005	276,734.95 USD
5815555051	LANIFICIO FALIERO SARTI/FIGLI SPA	Sight	03/31/2005	11,655.00 USD
0403AE00376	ITALIAN REPUBLIC		05/15/2005	11,655.00 USD
5815555052	LAN LUIGI BOGGIO CASERO SRL	Sight	03/31/2005	12,740.00 USD
0404AE00385	ITALIAN REPUBLIC		05/10/2005	12,740.00 USD
5815555053	KIMTEKS TEKSTIL INSAAT SAN. VE TIC.	Sight	03/31/2005	246,983.50 USD
0405AC00512	TURKEY		05/17/2005	231,914.52 USD
5815555054	TAECHANG ENTERPRISE CO., LTD.	Sight	03/31/2005	139,425.00 USD
0406AC00523	REPUBLIC OF KOREA		06/14/2005	139,425.00 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 7 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555058	PT CITRAABADI SEJATI.	Sight	04/04/2005	114,444.06 USD
0410JK5164	REPUBLIC OF INDONESIA		05/31/2005	94,039.07 USD
5815555059	SHANGHAI SILK GROUP CO., LTD..	Sight	04/04/2005	18,810.60 USD
0411JK5168	PEOPLE’S REPUBLIC OF CHINA		04/30/2005	18,810.60 USD
5815555060	YOOPOONG CORPORATION	Sight	04/04/2005	153,408.00 USD
0412JK5150	REPUBLIC OF KOREA		06/13/2005	153,408.00 USD
5815555061	WILFORD KNITWEAR FACTORY LIMITED.	Sight	04/04/2005	45,350.00 USD
0413JK5161	HONG KONG		05/15/2005	48,650.00 USD
5815555062	WILFORD KNITWEAR FACTORY LIMITED.	Sight	04/04/2005	4,770.00 USD
0414JK5167	HONG KONG		05/15/2005	4,770.00 USD
5815555063	HIGH FASHION GARMENTS CO. LTD..	Sight	04/04/2005	119,440.00 USD
0415JK5151	HONG KONG		05/20/2005	119,440.00 USD
5815555064	DONG HAN INTERNATIONAL CO., LTD.	Sight	04/04/2005	50,547.00 USD
0416AK05BR006	REPUBLIC OF KOREA		05/15/2005	50,547.00 USD
5815555065	NEW WORLD SOURCING GROUP, INC.	Sight	04/11/2005	36,465.00 USD
0417KU00334	UNITED STATES OF AMERICA		05/14/2005	36,465.00 USD
5815555067	TRISTATE TRADING LIMITED	Sight	04/08/2005	262,121.89 USD
0419FNJ1MA26	MACAU		05/31/2005	263,219.17 USD
5815555068	TOMWELL COMPANY.	Sight	04/08/2005	255,078.50 USD
0420TM021/005	HONG KONG		05/13/2005	255,078.50 USD
5815555069	DO DO FAHSION LTD.	Sight	04/08/2005	358,998.85 USD
0421DD016/05	HONG KONG		05/20/2005	358,998.85 USD
5815555070	HT TRADING LIMITED	Sight	04/08/2005	14,780.00 USD
0422HTK022/05	MACAU		05/22/2005	14,780.00 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 8 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555071	KEYABLE INTERNATIONAL LTD.	Sight	04/08/2005	61,406.80 USD
0423JK5109	HONG KONG		05/30/2005	0.00 USD
5315555072	DO DO FAHSION LTD.	Sight	04/08/2005	47,996.62 USD
0424JK5177	HONG KONG		06/14/2005	47,996.62 USD
5815555075	DO DO FAHSION LTD.	Sight	04/08/2005	305,295.90 USD
0426DD015/05	HONG KONG		05/20/2005	305,295.90 USD
5815555077	WONDERFUL INTL GROUP (HK) LTD.	Sight	04/08/2005	291,981.51 USD
0428WF009/05	HONG KONG		05/15/2005	367,964.89 USD
5815555078	HANSAE CO., LTD.	Sight	04/08/2005	193,624.58 USD
0429JEV01BR24	REPUBLIC OF KOREA		06/09/2005	193,624.58 USD
5815555079	MITSUI BUSSAN TEXTILE CO., LTD..	Sight	04/11/2005	64,053.00 USD
0430AC00527	JAPAN		05/25/2005	41,877.07 USD
5815555080	TAI FUNG TEXTILES CO., LTD	Sight	04/11/2005	2,745.00 USD
0431AC00546	HONG KONG		06/15/2005	19,718.25 USD
5815555081	TAI FUNG TEXTILES CO., LTD	Sight	04/11/2005	28,565.00 USD
0432AC00499	HONG KONG		05/02/2005	776.33 USD
5815555082	BRADLEE INTERNATIONAL LTD.	Sight	04/11/2005	28,810.00 USD
0433AC00531	UNITED STATES OF AMERICA		05/31/2005	28,810.00 USD
5815555083	E. PECCIAND C SPA	Sight	04/11/2005	51,012.50 USD
0434AE00381	ITALIAN REPUBLIC		05/10/2005	15,675.00 USD
5815555084	LAN LUIGI BOGGIO CASERO SRL	Sight	04/11/2005	34,440.00 USD
0435AE00373	ITALIAN REPUBLIC		05/27/2005	34,440.00 USD
5815555086	FLORA FASHIONS FTY	Sight	04/15/2005	33,909.33 USD
0436FL-008/05	HONG KONG		05/25/2005	33,909.33 USD
5815555087	WONDERFUL INTL GROUP (HK) LTD.	Sight	04/15/2005	104,709.51 USD
0437FW007/05	HONG KONG		05/10/2005	79,028.63 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 9 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555088	KAYEE FASHION FTY LTD.	Sight	04/15/2005	6,713.97 USD
0438KYL0050	HONG KONG		05/15/2005	6,713.97 USD
5815555089	TOP SUCCESS INDUSTRIAL LIMITED.	Sight	04/15/2005	90,047.00 USD
0439JK5104	HONG KONG		06/14/2005	34,264.55 USD
5815555090	CHINAMINE TRADING LTD.	Sight	04/15/2005	114,408.03 USD
0440JK5169	HONG KONG		05/13/2005	114,408.03 USD
5815555091	TOP SUCCESS INDUSTRIAL LIMITED.	Sight	04/15/2005	47,916.60 USD
0441JK5182	HONG KONG		05/15/2005	403.20 USD
5815555092	TOP SUCCESS INDUSTRIAL LIMITED.	Sight	04/15/2005	19,951.20 USD
0442JK5183	HONG KONG		05/05/2005	19,951.20 USD
5815555093	PLATINUM 2000 LIMITED	Sight	04/15/2005	28,552.84 USD
0443JK5186	HONG KONG		05/03/2005	28,552.84 USD
5815555094	CHINAMINE TRADING LTD.	Sight	04/15/2005	40,446.00 USD
0444JK5187	HONG KONG		05/03/2005	40,446.00 USD
5815555096	HIGH FASHION GARMENTS CO. LTD..	Sight	04/15/2005	887,141.00 USD
0445JK5123	HONG KONG		06/02/2005	887,141.00 USD
5815555097	FABRICA DE MALHAS UNIVERSAL LDA.	Sight	04/15/2005	140,717.66 USD
0446JK5178	MACAU		05/30/2005	140,717.66 USD
5815555098	HT TRADING LIMITED	Sight	04/15/2005	59,194.00 USD
0447HTK026/05	MACAU		05/22/2005	59,194.00 USD
5815555099	HT TRADING LIMITED	Sight	04/15/2005	215,756.80 USD
0448HTK025/05	MACAU		05/15/2005	215,756.80 USD
5815555100	HT TRADING LIMITED	Sight	04/15/2005	45,600.00 USD
0449HTK024/05	MACAU		05/15/2005	45,600.00 USD
5815555101	HT TRADING LIMITED	Sight	04/20/2005	159,447.50 USD
0450HTK020/05	MACAU		06/05/2005	159,447.50 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 10 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555102	JINSE CO., LTD.	Sight	04/21/2005	477,234.12 USD
0451CHR0310	REPUBLIC OF KOREA		06/14/2005	477,234.12 USD
5815555103	HYUNJIN APPAREL CO., LTD.	Sight	04/20/2005	211,937.24 USD
0452JEV01BR26	REPUBLIC OF KOREA		05/22/2005	211,937.24 USD
5815555104	HYUNJIN APPAREL CO., LTD.	Sight	04/20/2005	335,741.71 USD
0453JEV63HR3	REPUBLIC OF KOREA		07/21/2005	606,979.88 USD
5815555105	HANSAE CO., LTD.	Sight	04/20/2005	107,789.80 USD
0454JEV059AA	REPUBLIC OF KOREA		06/28/2005	139,731.80 USD
5815555106	EUHA INTERNATIONAL LTD.	Sight	04/20/2005	86,043.60 USD
0455PAUL0408LC	REPUBLIC OF KOREA		08/05/2005	86,043.60 USD
5815555107	JINSE CO., LTD.	Sight	04/20/2005	182,343.41 USD
0456CHR0404EU	REPUBLIC OF KOREA		06/04/2005	195,959.41 USD
5815555108	LUNG KAE GARMENT COMPANY	Sight	04/20/2005	213,398.62 USD
0457JK5184	HONG KONG		05/16/2005	213,398.62 USD
5815555109	HENFIELD ENTERPRISES LIMITED	Sight	04/20/2005	39,300.00 USD
0458JK5173	HONG KONG		05/30/2005	39,300.00 USD
5815555110	YOOPOONG CORPORATION	Sight	04/20/2005	42,750.00 USD
0459JK5149	REPUBLIC OF KOREA		06/15/2005	42,750.00 USD
5815555111	LIENS GROUP (ASIA) CO., LTD.	Sight	04/20/2005	29,450.00 USD
0460JK5154	THAILAND		05/31/2005	29,450.00 USD
5815555112	DATAS IND. LTD.	Sight	04/20/2005	29,920.00 USD
0461JK5192	HONG KONG		06/01/2005	29,920.00 USD
5815555113	WONDERFUL INTL GROUP (HK) LTD.	Sight	04/20/2005	290,202.56 USD
0462FW008/05	HONG KONG		05/26/2005	290,202.56 USD
5815555114	DO DO FASHION LTD.	Sight	04/20/2005	564,852.23 USD
0463DD017/05	HONG KONG		06/13/2005	564,852.23 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 11 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555115	NUANCE INDUSTRIES INC.	Sight	04/21/2005	68,780.00 USD
0464KU00324	UNITED STATES OF AMERICA		05/20/2005	68,780.00 USD
5815555116	TREMO LTD.	Sight	04/21/2005	12,750.00 USD
0465WA00234	REPUBLIC OF KOREA		06/04/2005	12,750.00 USD
5815555117	LANIFICIO MARIO BELLUCCI SPA	Sight	04/21/2005	24,220.00 USD
0466AE00383	ITALIAN REPUBLIC		05/30/2005	24,220.00 USD
5815555118	EFFEPIERRE SPA	Sight	04/21/2005	61,222.20 USD
0467AE00365	ITALIAN REPUBLIC		06/09/2005	61,222.20 USD
5815555119	LANIFICIO LUIGI BOTTO S.P.A.	Sight	04/27/2005	239,401.00 USD
0468AE00378	ITALIAN REPUBLIC		07/05/2005	239,401.00 USD
5815555121	HT TRADING LIMITED	Sight	04/27/2005	25,670.00 USD
0470HTK028/05	MACAU		06/05/2005	25,670.00 USD
5815555122	TRISTATE TRADING LIMITED	Sight	04/27/2005	270,468.85 USD
0471FNJ1VT27R01	MACAU		06/17/2005	270,468.85 USD
5815555123	TRISTATE TRADING LIMITED	Sight	04/27/2005	723,113.11 USD
0472FNJ1MA27R01	MACAU		06/21/2005	782,535.11 USD
5815555124	DO DO FASHION LTD.	Sight	04/27/2005	296,363.47 USD
0473DD018/05	HONG KONG		06/20/2005	296,363.47 USD
5815555125	GREAT HARVEST LTD.	Sight	04/27/2005	169,551.86 USD
0474GH014/05	HONG KONG		06/22/2005	175,991.86 USD
5815555126	LAI’S KNITWEAR MFG. LTD..	Sight	04/27/2005	21,450.00 USD
0475JK5191	HONG KONG		06/08/2005	21,450.00 USD
5815555127	BUSINESS FAITH INT’L LTD.	Sight	04/27/2005	30,957.00 USD
0476JK5174	HONG KONG		06/07/2005	30,957.00 USD
5815555128	LIENS GROUP (ASIA) CO., LTD.	Sight	04/27/2005	30,629.50 USD
0477JK5179	THAILAND		07/05/2005	30,629.50 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 12 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555129	KONG SHING KNITTING FACTORY.	Sight	04/27/2005	84,394.55 USD
0478JK5181	HONG KONG		06/07/2005	84,394.55 USD
5815555130	PAK TAK KNITTING/GARMENT FTY. LTD.	Sight	04/27/2005	21,237.50 USD
0479JK5193	HONG KONG		05/15/2005	21,237.50 USD
5815555131	CHINAMINE TRADING LTD.	Sight	04/27/2005	131,817.90 USD
0480JK5188	HONG KONG		05/15/2005	131,817.90 USD
5815555132	FORTUNE MINT LIMITED,	Sight	04/27/2005	47,884.64 USD
0481JK5107	HONG KONG		06/14/2005	47,884.64 USD
5815555133	FORTUNE MINT LIMITED,	Sight	04/27/2005	36,714.36 USD
0482JK5194	HONG KONG		06/14/2005	36,714.36 USD
5815555134	TOMWELL COMPANY.	Sight	04/27/2005	986,891.64 USD
0483JK5195	HONG KONG		06/14/2005	986,891.64 USD
5815555135	WONDERFUL INTL GROUP (HK) LTD.	Sight	04/27/2005	276,036.10 USD
0484JK5197	HONG KONG		06/15/2005	276,036.10 USD
5815555136	DONG HAN INTERNATIONAL CO., LTD.	Sight	04/27/2005	104,026.88 USD
0485AK05BR007	REPUBLIC OF KOREA		06/12/2005	104,026.88 USD
5815555137	HANSAE CO., LTD.	Sight	04/27/2005	12,321.12 USD
0486JEV062AA	REPUBLIC OF KOREA		06/09/2005	228,677.49 USD
5815555138	PAN PACIFIC CO., LTD.	Sight	04/27/2005	406,309.98 USD
0487JEV68SH1	REPUBLIC OF KOREA		06/27/2005	406,309.98 USD
5815555139	PAN PACIFIC CO., LTD.	Sight	04/27/2005	180,559.00 USD
0488JEV73SH1	REPUBLIC OF KOREA		06/10/2005	180,559.00 USD
5815555140	UNITEX FASHION (CHINA) LIMITED.	Sight	05/05/2005	109,693.44 USD
0489JK5176	HONG KONG		06/14/2005	109,693.44 USD
5815555141	WONDERFUL INTL GROUP (HK) LTD.	Sight	05/05/2005	38,918.61 USD
0490JK5210	HONG KONG		06/06/2005	38,918.61 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 13 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555142	KAYEE FASHION FTY LTD.	Sight	05/05/2005	29,352.72 USD
0491JK5211	HONG KONG		06/01/2005	29,352.72 USD
5815555143	HIGH FASHION GARMENTS CO. LTD.	Sight	05/05/2005	60,049.35 USD
0492JK5208	HONG KONG		06/04/2005	60,049.35 USD
5815555144	SLITHER LTD.	Sight	05/05/2005	17,356.00 USD
0493JK5172	HONG KONG		06/14/2005	17,356.00 USD
5815555145	KWIN HING KNITTING FACTORY LTD.	Sight	05/05/2005	100,175.01 USD
0494JK5189	HONG KONG		06/14/2005	100,175.01 USD
5815555146	LAI KO KNITTING FACTORY LIMITED	Sight	05/05/2005	92,662.31 USD
0495JK5190	HONG KONG		06/14/2005	92,662.31 USD
5815555147	PAN PACIFIC CO., LTD.	Sight	05/05/2005	28,216.00 USD
0496JEV062AB	REPUBLIC OF KOREA		06/20/2005	28,216.00 USD
5815555148	MITSUI BUSSAN TEXTILE CO., LTD.	Sight	05/05/2005	9,475.40 USD
0497AC00549	JAPAN		05/25/2005	9,475.40 USD
5815555149	TAI FUNG TEXTILES CO., LTD	Sight	05/06/2005	69,455.00 USD
0497AC00550	HONG KONG		06/05/2005	69,455.00 USD
5815555150	AKSU IPLIK DOKUMAVE BOYAAPRE TURKEY	Sight	05/06/2005	32,214.00 USD
0498AC00578			05/25/2005	32,214.00 USD
5815555151	TAI FUNG TEXTILES CO., LTD HONG KONG	Sight	05/06/2005	41,403.75 USD
0499AC00535			06/24/2005	41,403.75 USD
5815555152	LANIFICIO NUOVO RIVERA S.P.A.	Sight	05/06/2005	60,180.00 USD
0501AC00544	ITALIAN REPUBLIC		06/16/2005	60,180.00 USD
5815555153	KEN TRADING.	Sight	05/06/2005	178,717.50 USD
0502AC00530	JAPAN		06/21/2005	178,717.50 USD
5815555154	EXSA EXPORT SANAYI MAMULLERI SATIS	Sight	05/06/2005	228,952.50 USD
0503AC00510	TURKEY		06/09/2005	228,952.50 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 14 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5815555155	MALIBU TEXTILES, INC.	Sight	05/06/2005	1,911.00 USD
0504AC00584	UNITED STATES OF AMERICA		05/25/2005	1,911.00 USD
5815555156	CANEPA TESSITURA SERICA SPA	Sight	05/06/2005	16,647.75 USD
0505VE00238	ITALIAN REPUBLIC		05/30/2005	16,647.75 USD
5815555157	FORTUNE MINT LIMITED,	Sight	05/12/2005	48,016.10 USD
0506JK5107	HONG KONG		06/14/2005	48,016.10 USD
5815555158	KA YEE FASHION FTY LTD.	Sight	05/12/2005	81,214.88 USD
0507JK5233	HONG KONG		06/30/2005	81,214.88 USD
5815555159	TRISTATE TRADING LIMITED	Sight	05/12/2005	52,707.11 USD
0508FNJ1VT26	MACAU		05/30/2005	52,707.11 USD
5815555160	VADAT FASHION FACTORY LIMITED	Sight	05/12/2005	59,580.00 USD
0509JK5214	HONG KONG		06/01/2005	59,580.00 USD
5815555161	YOOPOONG CORPORATION	Sight	05/12/2005	16,800.00 USD
0510JK5212	REPUBLIC OF KOREA		06/02/2005	16,800.00 USD
5815555162	YOOPOONG CORPORATION	Sight	05/12/2005	109,460.00 USD
0511JK5213	REPUBLIC OF KOREA		06/17/2005	109,460.00 USD
5815555163	WONDERFUL INTL GROUP (HK) LTD.	Sight	05/12/2005	116,939.40 USD
0512JK5228	HONG KONG		06/14/2005	116,939.40 USD
5815555164	KA YEE FASHION FTY LTD.	Sight	05/12/2005	12,111.81 USD
0513JK5246	HONG KONG		06/08/2005	12,111.81 USD
5815555165	DONG HAN INTERNATIONAL CO., LTD.	Sight	05/12/2005	193,841.90 USD
0514AK05BR008	REPUBLIC OF KOREA		07/17/2005	193,841.90 USD
5815555166	HT TRADING LIMITED	Sight	05/12/2005	231,847.11 USD
0515HTK030/05	MACAU		06/12/2005	231,847.11 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 15 of 17

Outstanding Import Letters of Credit by Citibank LC Reference

Count for	949148	193
Total Number of Transactions		193
Total Outstanding Amount for		USD	28,319,202.61 USD

Report Date 05/12/2005 08:07:10 (EDT) DAILY OUTSTANDING 16 of 17

Import L/C — Outstanding: by Bank Reference	12 May 2005
JONES APPAREL GROUP-NINEWEST	8:28 AM

			Issue	Expiry	Currency	Outstanding Amount		Outstanding
Fleet Reference	Jones Apparel Ref	Beneficiary Name	Date	Date	Code	in L/C Currency		Amount in USD
01387078	GV0060	HITECH TEXTILE LLC	11 Feb 2004	15 Jul 2004	USD		2,159,033.57		2,159,033.57
64035922	GV0105	DEFIANCE TRADING LLC	17 Mar 2004	24 Jun 2004	USD		311,283.48		311,283.48
			Grand Totals:		Count:		2		2,470,317.05

Selection Criteria:

Page 1 of 1 ImpBalBk.rpt

Schedule 7.1(b)

Subsidiaries and Capitalization

	State/Country
Name of Corporation	of Incorporation	Type of Shares	Shares Authorized	Shares Issued and Outstanding
Apparel Testing Services, Inc.	New Jersey	Common	1,000	100
Asia Expert Limited	Hong Kong	HK$	500,000	100
Barney’s, Inc.	New York	Common	15,000	8,560
		Preferred	400,000	N/A
		Prior Preferred	50,000	N/A
Barneys America (Chicago) Lease Corp.	Delaware	Common	1,000	100
Barneys America, Inc.	Delaware	Common	1,000	1,000
Barneys Asia Co LLC	Delaware	Membership Interest**	N/A	N/A
Barneys New York, Inc.	Delaware	Common	1,000	1,000
Barneys (CA) Lease Corp.	Delaware	Common	1,000	100
Barneys (NY) Lease Corp.	Delaware	Common	1,000	100
Basco All-American Sportswear Corp.	New York	Common	200	100
BNY Licensing Corp.	Delaware	Common	1,000	200
Exportex de Mexico, S.A. de C.V.	Mexico	Common	1,000	1,000
Greater Durango, S. de R.L. de C.V.	Mexico	Common	3,000	3,000
Import Technology of Texas, Inc.	Texas	Common	500,000	1,000
JAG Management Services, Inc.	Delaware	Common	200	60
Jones Apparel Group Canada, LP (Limited Partnership)	Canada			.1% is owned by Jones Canada Inc., as general partner; and 476 partnership units are owned by Jones Apparel Group Canada ULC, as limited partner
Jones Apparel Group Canada ULC (Unlimited Liability Company)	Canada	Common	100,000,000	171,500
Jones Apparel Group Holdings, Inc.	Delaware	Common	1,000	1,000
Jones Apparel Group, Inc.	Pennsylvania	Common	201,000,000	122,077,942*
Jones Apparel Group USA, Inc.	Pennsylvania	Common	1,000	1,000
Jones Apparel of Texas, Ltd. (Limited Partnership)	Texas			.5% is owned by Import Technology of Texas, Inc. and 99.5% is owned by Sun Apparel, Inc.
Jones Canada Inc.	Canada	Common	Unlimited	100
Jones Factor Company	Delaware	Common	1,000	1,000
Jones Holding Inc. (formerly known as Kasper Holdings, Inc.)	Delaware	Common	1,000	100
Jones International Limited	Hong Kong	Common	100	100
Jones Investment Co. Inc.	Delaware	Common	200	100
Jones Management Service Company	Delaware	Common	1,000	1,000
Jones Retail Corporation	New Jersey	Common	1,000	100
Kasper, Ltd.	Delaware	Common	1,000	100
Kasper Europe, Ltd.	Delaware	Common	1,500	100
Lion Licensing, Ltd	Delaware	Common	1,000	100
Maquilas Pami, S.A. de C.V.	Mexico	Common	100	100
Manufacturera Sun Apparel, S. de R.L. de C.V.	Mexico	Common	3,000	3,000
Maxwell Footwear of California, Inc.	Delaware	Common	1,000	100
McNaughton Apparel Group Inc.(formerly known as Norton McNaughton of Squire, Inc.)	New York	Common	15,000	10,000
		Preferred A	200,000	200,000
Nine West Accessories (HK) Limited	Hong Kong	Ordinary	10,000	2
Nine West Canada Corporation (in liquidation)	Canada	Common	Unlimited	1
Nine West Development Corporation	Delaware	Common	3,000	1,000
Nine West Footwear Corporation	Delaware	Common	3,000	1,000
Nine West Group Italy S.r.l. (in liquidation)	Italy	Ordinary	20,000,000	20,000
Nine West Melbourne Pty Ltd	Australia	Ordinary	100,000	100
N.M. Squire Limited	Kenya	Shillings	20 Shillings	2
Sun Apparel, Inc.	Delaware	Common	200	200
Victoria + Co International Ltd.	Delaware	Common	1,000	1,000
Victoria + Co Ltd.	Rhode Island	Common	50,000	3,450

*	This outstanding amount is as of 3/18/05.
**	BNY Licensing Corp. owns 70% interest

Schedule 7.1(n)

Material Adverse Change

None

Schedule 7.1(p)

Page 1 of 5

JON ES APPAREL GROUP, INC.
SCHEDULE OF DEBT
AS OF APRIL 30, 2005

		Interest Rate		Balance at 4/30
Jones Apparel Group USA, Inc.
Bank of America
(Tennessee warehouses)	Various			$	666,666
Capital Leases
Equipment	Various			$	14,717,388
7.875% Senior Notes due 2006		7.875	%	$	224,649,582
4.250% Senior Notes due 2009		4.250	%	$	249,791,081
5.125% Senior Notes due 2014		5.125	%	$	249,799,625
6.125% Senior Notes due 2034		6.125	%	$	249,566,720
Nine West Group, Inc.
8.375% Series B Senior Notes due 2005		8.375	%	$	129,585,807
Barneys
9.000% Senior Secured Note due 2006		9.000	%	$	3,335,855
Jones Retail Corporation
Capital Leases
Equipment	Various			$	571,778
McNaughton
Capital Lease
(Virginia warehouse)		7.20	%	$	24,323,227
Jones Management Service
Capital Leases
Equipment	Various			$	2,438,955
Jones International Limited
Capital Leases
Equipment	Various			$	25,440

Schedule 7.1(p)

JON ES APPAREL GROUP, INC.
SCHEDULE OF DEBT
AS OF APRIL 30, 2005

	Interest Rate			Balance at 4/30
Jones Apparel Group USA, Inc.
Bank of America
(Tennessee warehouses)	Various			$	666,666
Capital Leases
Equipment	Various			$	14,717,388
7.875% Senior Notes due 2006		7.875	%	$	224,649,582
4.250% Senior Notes due 2009		4.250	%	$	249,791,081
5.125% Senior Notes due 2014		5.125	%	$	249,799,625
6.125% Senior Notes due 2034		6.125	%	$	249,566,720
Nine West Group, Inc.
8.375% Series B Senior Notes due 2005		8.375	%	$	129,585,807
Barneys
9.000% Senior Secured Note due 2006		9.000	%	$	3,335,855
Jones Retail Corporation
Capital Leases
Equipment	Various			$	571,778
McNaughton
Capital Lease
(Virginia warehouse)		7.20	%	$	24,323,227
Jones Management Service
Capital Leases
Equipment	Various			$	2,438,955
Jones International Limited
Capital Leases
Equipment	Various			$	25,440

JONES APPAREL GROUP, INC.
SCHEDULE OF INTERCOMPANY DEBT
AS OF APRIL 30, 2005

Jones Apparel Group USA, Inc.
Due to Jones Canada	$	5,914,142
Due to Lion Licensing, LTD		28,096
Due to Nine West Footwear		1,078,354,225
Due to Jones Apparel of Texas		241,669,644
Due to RL Management, Inc.		1,374,003
Due to Jones Investment Company		103,714,153
Due to Apparel Testing Services		1,859,123
Due to Jones Factor Company		1,887
Due to Victoria		6,836,440
			1,439,751,713
Nine West Footwear
Due to Jones Apparel Group, Inc.	$	1,535,654
Due to Jones Canada		4,305
Due to Nine West Retail		791,336,221
Due to Jones Management Service Company		25,061,097
Due to Jones Investment Company		1,096,350
Due to Jones Apparel Group Holdings		2,063,446
Due to Nine West Development		163,772,395
			984,869,468
Jones Apparel of Texas
Due to Jones Apparel Group, Inc.	$	15,208,537
Due to Jones Apparel Group USA		73,999,663
Due to Jones Canada		136,247
Due to McNaughton Apparel		2,367,231
Due to Kasper		8,834
Due to Jones Management Service Company		17,964,343
Due to Jones Investment Company		8,948,590
Due to Apparel Testing Services		105,923
Due to Jones International Limited		5,858,438
Due to Nine West Retail		13,475,857
Due to Nine West Footwear		888,453
Due to Nine West Development		97,871,120
			236,833,236
Barneys
Due to Jones Apparel Group USA			102,090,463

2

Jones Retail Corp.
Due to Jones Apparel Group USA	$	829,643,103
Due to Jones Apparel Group, Inc.		2,462,298
Due to Kasper Europe		104,822
Due to Kasper		93,796,694
Due to Lion Licensing, LTD		76,916
Due to Nine West Footwear		245,785
Due to Nine West Development		65,604,335
Due to Jones Management Service Company		8,415,261
Due to Jones Investment Company		96,005,407
Due to Jones Factor Company		2,941
			1,096,357,562
Jones Apparel Group Canada Inc.
Due to Jones Management Service Company	$	3,495
Due to Jones Holding		203,779,179
Due to McNaughton Apparel		26,636
Due to Jones Retail Corporation		3,402
Due to Jones International Limited		2,535,007
Due to Jones Apparel Group, Inc.		4,393,427
			210,741,146
Victoria + Co
Due to Kasper	$	2,000
Due to Jones Investment Company		18,777,675
Due to Jones Apparel Group, Inc.		1,097,273
Due to Jones Apparel of Texas		145,225
Due to Jones Management Service Company		35,026,009
Due to Nine West Retail		1,988,992
Due to Nine West Development		3,887,989
Due to Nine West Footwear		6,969,768
			67,894,931
McNaughton Apparel Group
Due to Nine West Retail	$	6,487,830
Due to Jones Management Service Company		14,148,927
Due to Jones Apparel Group USA		110,388,211
Due to RL Management, Inc		2,083
Due to Victoria		2,047,584
Due to Nine West Footwear		377,220
Due to Apparel Testing Services		253,682
			133,705,537
Jones Investment Company Inc.
Due to Kasper	$	37,710,115
Due to Lion Licensing, LTD		4,467,658
Due to Nine West Retail		41,970,199
Due to McNaughton Apparel		154,558,047
Due to Jones Canada		3,076
Due to Apparel Testing Services		130,000
Due to Jones Apparel Group Holdings		2,913,441
			241,752,536

3

Jones Apparel Group Holdings, Inc.
Due to Jones Apparel Group USA	$	762,759,632
Due to Jones Apparel Group, Inc.		119,529
Due to Nine West Retail		23,667,940
Due to Jones Factor Company		8
Due to Nine West Melbourne Party		4,234,446
Due to Nine West Development		585,345
			791,366,900
Jones Management Service Company
Due to Jones Apparel Group USA	$	55,315,697
Due to RL Management, Inc.		423,377
Due to Nine West Development		23,147,680
Due to Jones Investment Company		32,367,604
Due to Jones Apparel Group Holdings		283,913
Due to Jones International Limited		698,252
			112,236,523
Nine West Development Corp.
Due to Jones Investment Company	$	17,358,152
Due to Nine West Footwear		17,429,336
Due to McNaughton Apparel		92,158,944
Due to Jones Apparel Group, USA		10,136,965
			137,083,397
Nine West International — Canada
Due to Jones Apparel Group USA	$	12,425
Due to Jones Retail Corporation		148,189
			160,614
Nine West International — Hong Kong
Due to Jones Apparel Group USA	$	495
Due to Jones Retail Corporation		36,326
			36,821
Nine West International — Italy
Due to Jones Retail Corporation			298,387
Jones International, Ltd.
Due to Jones Apparel Group USA	$	8,990,826
Due to Kasper		2,416,925
			11,407,751
Jones Factor Company
Due to Jones Management Service Company	$	9,083
Due to Nine West Development		10,992
			20,075
Jones Apparel Group, Inc.
Due to Jones Apparel Group, USA	$	361,359,789
Due to McNaughton Apparel		13,357,267
Due to Jones Apparel of Texas		15,663
Due to Jones Management Service Company		234,565
			374,967,284

4

JAG Management Services
Due to Jones Apparel Group, Inc.	$	6,667
Due to Jones Retail Corporation		76,774
				83,441
Apparel Testing Services
Due to Jones Management Service Company	$	2,056,741
Due to Nine West Development.		432,572
Due to Jones Retail Corporation		198,251
				2,687,564
Kasper
Due to Jones Canada	$	6,955,056
Due to Jones Apparel Group USA		16,493,009
Due to Jones Apparel Group, Inc.		689,919
Due to Jones Apparel of Texas		8,512,259
Due to Asia Expert LTD		3,099,433
Due to Nine West Footwear		6,887,689
Due to McNaughton Apparel		438,673
Due to Jones International Limited		952,973
Due to Jones Management Service Company		6,496,081
				50,525,092
Lion Licensing
Due to Jones Management Service Company	$	160,307
Due to Nine West Development		11,438
				171,745
Jones Holding
Due to Jones Apparel Group USA				100,000
Asia Expert LTD
Due to Jones Apparel Group USA				3,099,433
Nine West Melbourne Party
Due to Jones Management Service Company				138,789
Hong Kong LTD
Due to Nine West Footwear				619,360
			$	5,998,999,768

5

Schedule 7.1 (q)

Litigation

None

Schedule 11.3

Existing Liens

1.	Liens, if any, in respect of certain computer equipment, POS equipment, warehouse equipment, copiers and other office equipment and office furniture used by the Credit Parties and their Subsidiaries which are subject to leases, which Liens, in the aggregate, do not have a Material Adverse Effect.
2.	Liens, if any, in respect of the intellectual property acquired pursuant to the acquisition by Nine West Group Inc. of the footwear business of The United States Shoe Corporation, which Liens, in the aggregate, do not have a Material Adverse Effect.
3.	Liens in respect of the property acquired pursuant to the acquisition by Jones Apparel Group, Inc. of Barneys New York, Inc., which Liens secure the 9.000% Senior Secured Notes due 2006.

Schedule 11.4

Page 1 of 3

JONES APPAREL GROUP, INC.
LOANS AND ADVANCES TO CONTRACTORS
AS OF APRIL 30, 2005

TOTAL LOANS AND ADVANCES TO CONTRACTORS $ 0

Schedule 11.4

Page 2 of 3

JONES APPAREL GROUP, INC.
LOANS AND ADVANCES TO EMPLOYEES
AS OF APRIL 30, 2005

SUN APPAREL	$	71,231
JONES MANAGEMENT SERVICE COMPANY	$	30,646
JONES CANADA	$	4,005
TOTAL LOANS AND ADVANCES TO EMPLOYEES	$	105,882

Schedule 11.4

Page 3 of 3

JONES APPAREL GROUP, INC.
INVESTMENTS
AS OF APRIL 30, 2005

JAG USA	$	1,606,375
JONES INVESTMENT	$	0
TOTAL INVESTMENTS (including overnight deposits)	$	1,606,375

EX-10.7

Exhibit 10.7

$1,000,000,000

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

dated as of June 15, 2004,

by and among

JONES APPAREL GROUP USA, INC.,

the Additional Obligors referred to herein,

the Lenders referred to herein,

CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers
and Joint Bookrunners,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

and

CITIBANK, N.A. and JPMORGAN CHASE BANK,
as Syndication Agents,

and

BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK
as Documentation Agents

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.1. Definitions		1
SECTION 1.2. General		15
SECTION 1.3. Other Definitions and Provisions		15
ARTICLE II REVOLVING CREDIT FACILITY		16
SECTION 2.1. Revolving Credit Loans		16
SECTION 2.2. Procedure for Advances of Revolving Credit Loans		16
SECTION 2.3. Repayment of Revolving Credit Loans		17
SECTION 2.4. Evidence of Debt		17
SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment		18
SECTION 2.6. Termination of Revolving Credit Facility		18
ARTICLE III LETTER OF CREDIT FACILITY		18
SECTION 3.1. L/C Commitment		18
SECTION 3.2. Procedure for Issuance of Letters of Credit		19
SECTION 3.3. Fees and Other Charges		19
SECTION 3.4. L/C Participations		20
SECTION 3.5. Reimbursement		21
SECTION 3.6. Obligations Absolute		21
SECTION 3.7 Effect of Application		22
ARTICLE IV COMPETITIVE BID FACILITY		22
SECTION 4.1. Bidding Procedure		22
SECTION 4.2. Minimum Amounts		25
SECTION 4.3. Bidding Availability		25

i

	Page
SECTION 4.4. Repayment of Competitive Bid Loans		25
SECTION 4.5. Interest on Competitive Bid Loans		26
SECTION 4.6. Competitive Bid Notes		26
ARTICLE V GENERAL LOAN PROVISIONS		26
SECTION 5.1. Interest		26
SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans		28
SECTION 5.3. Fees		28
SECTION 5.4. Manner of Payment		30
SECTION 5.5. Crediting of Payments and Proceeds		30
SECTION 5.6. Adjustments		30
SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent		31
SECTION 5.8. Joint and Several Liability of the Credit Parties		31
SECTION 5.9. Changed Circumstances		33
SECTION 5.10. Indemnity		35
SECTION 5.11. Capital Requirements		36
SECTION 5.12. Taxes		36
ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING		38
SECTION 6.1. Closing		38
SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit		38
SECTION 6.3. Conditions to Extensions of Credit		40
SECTION 6.4. Conditions Precedent to Each Competitive Bid Borrowing		41
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES		41
SECTION 7.1. Representations and Warranties		41
SECTION 7.2. Survival of Representations and Warranties, Etc		46
ARTICLE VIII FINANCIAL INFORMATION AND NOTICES		46

ii

	Page
SECTION 8.1. Financial Statements and Projections		46
SECTION 8.2. Officer’s Compliance Certificate		47
SECTION 8.3. Accountants’ Certificate		47
SECTION 8.4. Other Reports		47
SECTION 8.5. Notice of Litigation and Other Matters		48
SECTION 8.6. Accuracy of Information		48
ARTICLE IX AFFIRMATIVE COVENANTS		48
SECTION 9.1. Preservation of Corporate Existence and Related Matters		49
SECTION 9.2. Maintenance of Property		49
SECTION 9.3. Insurance		49
SECTION 9.4. Accounting Methods and Financial Records		49
SECTION 9.5. Payment and Performance of Obligations		49
SECTION 9.6. Compliance With Laws and Approvals		49
SECTION 9.7. Environmental Laws		49
SECTION 9.8. Compliance with ERISA		50
SECTION 9.9. Conduct of Business		50
SECTION 9.10. Visits and Inspections		50
SECTION 9.11. Use of Proceeds		50
ARTICLE X FINANCIAL COVENANTS		50
SECTION 10.1. Interest Coverage Ratio		51
SECTION 10.2. Minimum Net Worth		51
ARTICLE XI NEGATIVE COVENANTS		51
SECTION 11.1. Limitations on Debt and Guaranty Obligations		51
SECTION 11.2. [Reserved]		52
SECTION 11.3. Limitations on Liens		53
SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions		54

iii

	Page
SECTION 11.5. Limitations on Mergers and Liquidation		55
SECTION 11.6. Limitations on Sale or Transfer of Assets		56
SECTION 11.7. Limitations on Dividends and Distributions		56
SECTION 11.8. Transactions with Affiliates		56
SECTION 11.9. Changes in Fiscal Year End		57
SECTION 11.10. Amendments; Payments and Prepayments of Material Debt and Subordinated Debt		57
ARTICLE XII DEFAULT AND REMEDIES		57
SECTION 12.1. Events of Default		57
SECTION 12.2. Remedies		59
SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc		60
ARTICLE XIII THE ADMINISTRATIVE AGENT		60
SECTION 13.1. Appointment		60
SECTION 13.2. Delegation of Duties		60
SECTION 13.3. Exculpatory Provisions		60
SECTION 13.4. Reliance by the Administrative Agent		61
SECTION 13.5. Notice of Default		61
SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders		62
SECTION 13.7. Indemnification		62
SECTION 13.8. The Administrative Agent in Its Individual Capacity		62
SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent		63
SECTION 13.10. Syndication and Documentation Agents		63
ARTICLE XIV MISCELLANEOUS		63
SECTION 14.1. Notices		63
SECTION 14.2. Expenses; Indemnity		64
SECTION 14.3. Set-off		65
SECTION 14.4. Governing Law		65

iv

	Page
SECTION 14.5. Consent to Jurisdiction		65
SECTION 14.6. Waiver of Jury Trial		65
SECTION 14.7. Reversal of Payments		65
SECTION 14.8. Injunctive Relief; Punitive Damages		66
SECTION 14.9. Accounting Matters		66
SECTION 14.10. Successors and Assigns; Participations		66
SECTION 14.11. Amendments, Waivers and Consents		70
SECTION 14.12. Performance of Duties		72
SECTION 14.13. All Powers Coupled with Interest		72
SECTION 14.14. Survival of Indemnities		72
SECTION 14.15. Titles and Captions		72
SECTION 14.16. Severability of Provisions		72
SECTION 14.17. Counterparts		72
SECTION 14.18. Term of Agreement		72
SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants		72
SECTION 14.20. Patriot Act		72
SECTION 14.21. Ratings of Loans		73
SECTION 14.22. Consent Under Three Year Credit Agreement		73

Exhibits

Exhibit A- 1 — Form of Revolving Credit Note

Exhibit A- 2 — Form of Competitive Bid Note

Exhibit B-1 — Form of Notice of Revolving Credit Borrowing

Exhibit B-2 — Form of Notice of Competitive Bid Borrowing

Exhibit C — Form of Notice of Account Designation

Exhibit D — Form of Notice of Prepayment

Exhibit E — Form of Notice of Conversion/Continuation

v

Exhibit F — Form of Officer’s Compliance Certificate

Exhibit G — Form of Assignment and Acceptance

Schedules

Schedule 1.1(a) — Lenders and Revolving Credit Commitments

Schedule 1.1(b) — Outstanding Letters of Credit

Schedule 7.1(b) — Subsidiaries and Capitalization

Schedule 7.1(n) — Material Adverse Change

Schedule 7.1(p) — Debt and Guaranty Obligations

Schedule 7.1(q) — Litigation

Schedule 11.3 — Existing Liens

Schedule 11.4 — Existing Loans, Advances and Investments

vi

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

Dated as of June 15, 2004

     JONES APPAREL GROUP USA, INC., a Pennsylvania corporation, the Additional Obligors (as defined below), the Lenders who are or may become a party to this Agreement, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, CITIBANK, N.A. and JPMORGAN CHASE BANK, as Syndication Agents, and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK, as Documentation Agents, agree as follows:

     PRELIMINARY STATEMENT. The Borrower, the Additional Obligors (other than Kasper, Ltd.), the lenders parties thereto and Wachovia Bank, National Association (as successor in interest to First Union National Bank), as administrative agent, are parties to a Five-Year Credit Agreement dated as of June 15, 1999 (the “Prior Credit Agreement”). The Borrower, the Additional Obligors, the parties hereto and Wachovia Bank, National Association, as Administrative Agent, desire to amend the Prior Credit Agreement as herein set forth and to restate it in its entirety giving effect to such amendment.

     NOW THEREFORE, the parties hereto agree that, subject to the conditions set forth in Section 6.2, the Prior Credit Agreement is hereby amended and restated to read in its entirety as follows:

ARTICLE I DEFINITIONS

SECTION 1.1. Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:

               “Additional Debt Securities” shall have the meaning assigned thereto in Section 11.1(f).

               “Additional Obligors” means the collective reference to Jones Apparel Group, Jones Apparel Group Holdings, Kasper, Ltd. and Nine West Footwear in their capacities as co-obligors under this Agreement.

               “Administrative Agent” means Wachovia in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 13.9.

               “Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 14.1(c).

               “Affiliate” means, with respect to any Person, any other Person (other than a Subsidiary) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

               “Agreement” means this Amended and Restated Five Year Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

               “Alternative Currency” means (a) Pounds Sterling, (b) the euro or (c) any other lawful currency (other than Dollars) acceptable to the Issuing Lenders which, in the case of this clause (c), is freely transferable and convertible into Dollars in the United States currency market and is freely available to all Issuing Lenders in the London interbank deposit market.

               “Alternative Currency L/C Commitment” means the lesser of (a) One Hundred Million Dollars ($100,000,000) and (b) the L/C Commitment.

               “Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

               “Applicable Margin” means, for purposes of calculating (a) the Base Rate and LIBOR Rate for purposes of Section 5.1(a), (b) the L/C Fee for purposes of Section 3.3(a) or (c) the Facility Fee for purposes of Section 5.3(a), the corresponding rate set forth below for the applicable rating of the senior, unsecured, long-term debt of the Credit Parties, on a collective basis (the “Debt Rating”) publicly announced by Standard & Poor’s, a division of The McGraw-Hill Companies (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”) as follows:

					Applicable Margin Per Annum
Level	S&P Rating		Moody’s Rating		LIBOR Rate			Base Rate			Trade L/C Fee			Standby L/C Fee			Facility Fee
I		>=A-		>=A3		0.300	%		0.000	%		0.125	%		0.300	%		0.100	%
II	>=BBB+			>=Baa1		0.375	%		0.000	%		0.150	%		0.375	%		0.125	%
III	>=BBB			>=Baa2		0.475	%		0.000	%		0.200	%		0.475	%		0.150	%
IV	>=BBB-			>=Baa3		0.675	%		0.000	%		0.250	%		0.675	%		0.200	%
V	<=BB+			<=Ba1		0.875	%		0.000	%		0.300	%		0.875	%		0.250	%

provided, that if both Moody’s and S&P shall not have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then such Debt Rating shall be deemed to be Level V. In the event that the corresponding Debt Ratings publicly announced by S&P and Moody’s listed above differ by (a) one pricing level, the Applicable Margin shall be based on the higher of the two ratings, and (b) two or more pricing levels, the Applicable Margin shall be based on the rating one rating below the higher of the two ratings. Any change in the Applicable Margin shall be effective as of the Business Day on which the applicable rating is announced or is publicly available. If the rating system of S&P and Moody’s shall change, or if both of such rating agencies shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agencies and, pending the effectiveness of any such amendment, the Applicable Margin

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shall be determined by reference to the rating most recently in effect prior to such change or cessation.

               “Application” means an application, in the form specified by any Issuing Lender from time to time, requesting such Issuing Lender to issue a Letter of Credit.

               “Assignment and Acceptance” shall have the meaning assigned thereto in Section 14.10(b)(ii).

               “Base Rate” means, at any time, the higher of (a) the Prime Rate and (b) the sum of (i) the Federal Funds Rate plus (ii) 1/2 of 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate.

               “Base Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a).

               “Borrower” means Jones Apparel Group USA, Inc.

               “Business Day” means (a) any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina, Philadelphia, Pennsylvania and New York, New York, are not authorized or required by law to remain closed for the conduct of their commercial banking business, (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for trading in Dollar deposits in the London interbank market, (c) with respect to all notices and determinations in connection with, and payment of principal and interest on, any L/C Obligation denominated in an Alternative Currency, the term “Business Day” shall also exclude any day on which banks in London do not provide quotations for deposits denominated in such Alternative Currency and (d) with respect to all notices and determinations in connection with, and payment of principal and interest on, any Competitive Bid Loan denominated in an Alternative Currency and bearing interest at the Floating Rate, the term “Business Day” shall also exclude any day on which banks in London do not provide quotations for deposits denominated in such Alternative Currency.

               “Capital Lease” means, with respect to the Credit Parties and their Subsidiaries, any lease of any property that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Credit Parties and their Subsidiaries.

               “Change in Control” shall have the meaning assigned thereto in Section 12.1(h).

               “Closing Date” means the date of this Agreement or such later Business Day upon which each condition described in Section 6.2 shall be satisfied or waived in all respects.

               “Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

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               “Competitive Bid Borrowing” means a borrowing consisting of simultaneous Competitive Bid Loans from each of the Lenders whose offer to make one or more Competitive Bid Loans as part of such borrowing has been accepted under the competitive bidding procedure described in Article IV.

               “Competitive Bid Loan” means an advance by a Lender to the Borrower as part of a Competitive Bid Borrowing resulting from the competitive bidding procedure described in Article IV and refers to a Fixed Rate Loan or a Floating Rate Loan.

               “Competitive Bid Note” means a promissory note of the Borrower payable to the order of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to such Lender resulting from a Competitive Bid Loan made by such Lender.

               “Consolidated” means, when used with reference to financial statements or financial statement items of the Credit Parties and their Subsidiaries, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

               “Correspondent” means any financial institution designated by an Issuing Lender to act as such Issuing Lender’s correspondent hereunder with respect to the distribution and payment of Letters of Credit denominated in an Alternative Currency.

               “Credit Facility” means the collective reference to the Revolving Credit Facility and the L/C Facility.

               “Credit Parties” means each of the Additional Obligors and the Borrower.

               “Debt” means, with respect to the Credit Parties and their Subsidiaries at any date and without duplication, the sum of the following calculated in accordance with GAAP: (a) all liabilities, obligations and indebtedness, in each case for borrowed money including but not limited to obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person, (b) all obligations to pay the deferred purchase price of property or services of any such Person, except trade payables arising in the ordinary course of business, (c) all obligations of any such Person as lessee under Capital Leases, (d) all Debt of any other Person secured by a Lien on any asset of any such Person, (e) all Guaranty Obligations of any such Person, (f) all obligations, contingent or otherwise, of any such Person relative to the amount of drawn letters of credit not reimbursed as required by the terms thereof, including without limitation any Reimbursement Obligation not reimbursed as required by the terms hereof, and banker’s acceptances issued for the account of any such Person, and (g) all net obligations incurred by any such Person pursuant to Hedging Agreements.

               “Default” means any of the events specified in Section 12.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

               “Dispute” shall have the meaning assigned thereto in Section 14.6.

               “Dollar Amount” shall mean (a) with regard to any Obligation denominated in Dollars, the amount thereof and (b) with regard to any Obligation denominated in

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an Alternative Currency, the amount of Dollars which is equivalent to the sum of (i) the amount so expressed in an Alternative Currency at the applicable-quoted spot rate on the appropriate page of the Reuter’s Screen as determined by the Administrative Agent at the relevant time; plus (ii) any amounts owed by the Borrower pursuant to Section 3.5(b).

               “Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

               “EBITDAR” means, with respect to the Credit Parties and their Subsidiaries on a Consolidated basis for any period, the sum of (a) Net Income for such period, plus (b) the sum of the following to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense, (iii) amortization, depreciation, extraordinary non-cash losses and any other non-cash charges (including amortization or write-off of goodwill, transaction expenses, covenants not to compete and other intangible assets, and non-cash charges resulting from purchase accounting related to any acquisition otherwise permitted pursuant to the terms of this Agreement) and (iv) Rental Expense less (c) any items of extraordinary gain which were included in determining Net Income.

               “Eligible Assignee” means, with respect to any assignment of the rights, interest and obligations of a Lender hereunder, a Person that is at the time of such assignment (a) a commercial bank organized under the laws of the United States or any state thereof, having combined capital and surplus in excess of $500,000,000, (b) a commercial bank organized under the laws of any other country that is a member of the Organization of Economic Cooperation and Development, or a political subdivision of any such country, having combined capital and surplus in excess of $500,000,000, (c) a finance company, insurance company or other financial institution which in the ordinary course of business extends credit of the type extended hereunder and that has total assets in excess of $1,000,000,000, (d) already a Lender hereunder (whether as an original party to this Agreement or as the assignee of another Lender) or an Affiliate of a Lender hereunder, (e) the successor (whether by transfer of assets, merger or otherwise) to all or substantially all of the commercial lending business of the assigning Lender, (f) any SPC solely to the extent permitted by Section 14.10(h), or (g) any other Person that has been approved in writing as an Eligible Assignee by the Borrower and the Administrative Agent.

               “Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained for employees of the Borrower or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained for the employees of the Borrower or any current or former ERISA Affiliate.

               “EMU” mean economic and monetary union as contemplated in the Treaty on European Union.

               “Environmental Laws” means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, binding interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

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               “ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

               “ERISA Affiliate” means any Person who together with the Borrower is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

               “EURIBO Rate” means the rate appearing on Page 248 of the Moneyline Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in euro) at approximately 10:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in euro with a maturity comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the respective rates per annum at which deposits in euros are offered by the Reference Group in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the amount of the applicable Competitive Bid Loan.

               “euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changover to or operation of the euro in one or more member states.

               “Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

               “Event of Default” means any of the events specified in Section 12.1, provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

               “Existing Debt Securities” means the 7.50% Senior Notes due 2004, the 8 3/8% Series B Senior Notes due 2005, the 7.875% Senior Notes due 2006 and the Zero Coupon Convertible Senior Notes due 2021 of Jones Apparel Group.

               “Existing Loans” shall have the meaning assigned thereto in Section 6.2(f).

               “Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, and (ii) such Lender’s Revolving Credit Commitment Percentage of the Dollar Amount of (A) the L/C Obligations then outstanding and (B) the

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Competitive Bid Loans then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

               “Facility Fee” shall have the meaning assigned thereto in Section 5.3(a).

               “FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto.

               “Federal Funds Rate” means, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) representing the daily effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Administrative Agent. If, for any reason, such rate is not available, then “Federal Funds Rate” shall mean a daily rate which is determined, in the opinion of the Administrative Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. (Charlotte time). Rates for weekends or holidays shall be the same as the rate for the most immediate preceding Business Day.

               “Fiscal Year” means the fiscal year of the Credit Parties and their Subsidiaries ending on December 31.

               “Fixed Rate Loan” has the meaning specified in Section 4.1(a).

               “Floating Rate Loan” means a Competitive Bid Loan bearing interest based on the EURIBO Rate or LIBOR.

               “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

               “GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Credit Parties and their Subsidiaries throughout the period indicated.

               “Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

               “Governmental Authority” means any nation, province, state or political subdivision thereof, and any government or any Person exercising executive, legislative, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

               “Granting Lender” shall have the meaning assigned thereto in Section 14.10(h).

               “Guaranty Obligation” means, with respect to the Credit Parties and their Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Debt or

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other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) a contractual commitment by one Person to invest in another Person for so long as such investment is expected to constitute a permitted investment under Section 11.4.

     “Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law, (d) the discharge or emission or release of which requires a permit or license under any Applicable Law or other Governmental Approval, or (e) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

     “Hedging Agreement” means any agreement with respect to an interest rate swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of any Credit Party, and any confirming letter executed pursuant to such hedging agreement, all as amended, restated or otherwise modified from time to time.

     “Interest Coverage Ratio” shall have the meaning assigned thereto in Section 10.1.

     “Interest Expense” means, for any period, total interest expense (including, without limitation, interest expense attributable to Capital Leases) determined on a consolidated basis, without duplication, for the Credit Parties and their Subsidiaries in accordance with GAAP.

     “Interest Period” shall have the meaning assigned thereto in Section 5.1(b).

     “ISP 98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

     “Issuing Lender” means Wachovia, Citibank, N.A., JPMorgan Chase Bank and Bank of America, N.A., each in its capacity as issuer of any Letter of Credit, and any other Lender mutually acceptable and on terms satisfactory to the Borrower, the Administrative Agent and such Lender; and Issuing Lenders means all such Lenders.

     “Jones Apparel Group” means Jones Apparel Group, Inc., a Pennsylvania corporation.

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     “Jones Apparel Group Holdings” means Jones Apparel Group Holdings, Inc., a Delaware corporation.

     “Kasper, Ltd.” means Kasper, Ltd., a Delaware corporation.

     “L/C Commitment” means One Billion Dollars ($1,000,000,000).

     “L/C Facility” means the letter of credit facility established pursuant to Article III hereof.

     “L/C Fee” shall have the meaning assigned thereto in Section 3.3(a).

     “L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

     “L/C Participants” means the collective reference to all the Lenders having a Revolving Credit Commitment other than the applicable Issuing Lender.

     “Lender” means each Person executing this Agreement as a Lender set forth on the signature pages hereto and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 14.10 other than any party hereto that ceases to be a party hereto pursuant to any Assignment and Acceptance.

     “Lending Group Members” means the collective reference to (a) the Lenders party to this Agreement and (b) the lenders party to the Three-Year Credit Agreement.

     “Lending Office” means, with respect to any Lender, for Revolving Credit Loans, the office of such Lender maintaining such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans and, in the case of a Competitive Bid Loan, the office of such Lender notified by such Lender to the Agent as its Lending Office with respect to such Competitive Bid Loan.

     “Letters of Credit” shall have the meaning assigned thereto in Section 3.1.

     “LIBOR” means the rate of interest per annum determined on the basis of the rate for deposits in Dollars or an Alternative Currency (other than euro) in minimum amounts of at least $5,000,000 or the approximate Dollar Amount thereof, in the case of an Alternative Currency, for a period equal to the applicable Interest Period which appears on the Moneyline Telerate Markets Screen 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in such currency in the London interbank market) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest one hundredth of one percent (1/100%)). If, for any reason, such rate does not appear on Moneyline Telerate Markets Screen 3750, then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average (rounded upward, if necessary, to the nearest one-hundredth of one percent (1/100%)) of the rate per annum at which

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deposits in Dollars or an Alternative Currency would be offered by the Reference Group in the London interbank market to the Administrative Agent as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period and in an amount substantially equal to the amount of the applicable Revolving Credit Loan or the applicable Competitive Bid Loan, as the case may be.

     “LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR RATE	=	LIBOR
		1.00 — Eurodollar Reserve Percentage

     “LIBOR Rate Loan” means any Revolving Credit Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a).

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

     “Loan” means a Revolving Credit Loan or a Competitive Bid Loan.

     “Loan Documents” means, collectively, this Agreement, the Notes, the Applications and each other document, instrument and agreement executed and delivered by any Credit Party, its Subsidiaries or their counsel in connection with this Agreement, all as may be amended, restated, supplemented or otherwise modified.

     “Material Adverse Effect” means, with respect to the Credit Parties or any of their Subsidiaries, a material adverse effect on the business, assets, operations or financial condition of the Credit Parties and their Subsidiaries taken as a whole or the ability of any such Person to perform its obligations under the Loan Documents, in each case to which it is a party.

     “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making (or has made), or is accruing (or has accrued) an obligation to make, contributions either presently or within the preceding six years.

     “Net Income” means, with respect to the Credit Parties and their Subsidiaries for any period, the Consolidated net income (or loss) of the Credit Parties and their Subsidiaries for such period determined in accordance with GAAP; provided, that there shall be excluded from net income (or loss) of a Person (the “computing Person”), the income (or loss) of any Person (other than a Subsidiary of the computing Person) in which the computing Person has an ownership interest unless received by the computing Person in a cash distribution.

     “Net Worth” means, with respect to the Credit Parties and their Subsidiaries, as of any date, the total shareholders’ equity that would appear on a Consolidated balance

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sheet of the Credit Parties and their Subsidiaries prepared as of such date in accordance with GAAP.

     “Nine West Footwear” means Nine West Footwear Corporation, a Delaware corporation.

     “Note” means a Revolving Credit Note or a Competitive Bid Note.

     “Notice of Account Designation” shall have the meaning assigned thereto in Section 2.2(b).

     “Notice of Competitive Bid Borrowing” shall have the meaning assigned thereto in Section 4.1.

     “Notice of Conversion/Continuation” shall have the meaning assigned thereto in Section 5.2.

     “Notice of Prepayment” shall have the meaning assigned thereto in Section 2.3(c).

     “Notice of Revolving Credit Borrowing” shall have the meaning assigned thereto in Section 2.2(a).

     “Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations, (c) all payment and other obligations owing by the Credit Parties to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement with any Lender or Affiliate of a Lender (which such Hedging Agreement is permitted hereunder), and (d) all other fees and commissions (including attorney’s fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders or the Administrative Agent, of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note, in each case under or in respect of this Agreement, any Note, any Letter of Credit or any of the other Loan Documents.

     “Officer’s Compliance Certificate” shall have the meaning assigned thereto in Section 8.2.

     “Operating Lease” shall mean, as to any Person, as determined in accordance with GAAP, any lease of property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

     “Other Taxes” shall have the meaning assigned thereto in Section 5.12(b).

     “Outstanding Letters of Credit” means each letter of credit described on Schedule 1.1(b) and outstanding as of the Closing Date.

     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor agency.

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     “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code.

     “Permitted Investment Policy” of the Credit Parties means the investment policy of the Credit Parties as in effect on the date of this Agreement which has been approved by the Board of Directors of Jones Apparel Group, as amended, restated, supplemented or otherwise modified from time to time.

     “Permitted Lines of Business” shall have the meaning assigned thereto in Section 9.9.

     “Person” means an individual, corporation, limited liability company, partnership, association, trust, business trust, joint venture, joint stock company, pool, syndicate, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity or group thereof.

     “Pounds Sterling” means, unless otherwise qualified, pounds sterling in lawful currency of the United Kingdom.

     “Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate in effect at its principal office in Charlotte, North Carolina. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

     “Prior Credit Agreement” shall have the meaning assigned thereto in the Preliminary Statement.

     “Prior Lenders” means, collectively, the lenders party to the Prior Credit Agreement.

     “Reference Group” shall mean the Lenders party to this Agreement on the Closing Date.

     “Register” shall have the meaning assigned thereto in Section 2.4(a).

     “Reimbursement Obligation” means the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

     “Rental Expense” means all obligations of the Credit Parties or any of their Subsidiaries for payments under Operating Leases.

     “Required Agreement Lenders” means, at any date, any combination of Lenders whose Revolving Credit Commitment Percentage equals at least fifty-one percent (51%) of the Revolving Credit Commitment or if the Revolving Credit Commitment has been terminated, any combination of Lenders who collectively hold at least fifty-one percent (51%) of the aggregate unpaid principal amount of the Extensions of Credit (other than Competitive Bid Loans).

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     “Required Lenders” means, at any date, any combination of Lending Group Members whose Total Committed Percentage equals at least fifty-one percent (51%) of the Total Committed Amount.

     “Responsible Officer” means any of the following: the chairman, president, chief executive officer, chief financial officer or vice president and corporate controller of the Borrower or Jones Apparel Group or any other officer of the Borrower or Jones Apparel Group reasonably acceptable to the Administrative Agent.

     “Revolving Credit Commitment” means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to the Borrower and to participate in Letters of Credit hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1(a) hereto as such amount may be reduced or modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate Revolving Credit Commitment of all Lenders to make Revolving Credit Loans, as such amount may be reduced at any time or from time to time pursuant to the terms hereof. The Revolving Credit Commitment of all Lenders on the Closing Date shall be One Billion Dollars ($1,000,000,000).

     “Revolving Credit Commitment Percentage” means, as to any Lender at any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Lender to (b) the Revolving Credit Commitment of all of the Lenders.

     “Revolving Credit Facility” means the revolving credit facility established pursuant to Article II hereof.

     “Revolving Credit Loans” means any revolving loan made to the Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

     “Revolving Credit Notes” means the collective reference to the Revolving Credit Notes made by the Borrower under this Agreement payable to the order of any such Lender requesting such note, substantially in the form of Exhibit A-1 hereto, evidencing the obligation owed to such Lender under the Revolving Credit Facility, and any amendments and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part; “Revolving Credit Note” means any of such Revolving Credit Notes.

     “Revolving Credit Termination Date” means the earliest of the dates referred to in Section 2.6.

     “SPC” shall have the meaning assigned thereto in Section 14.10(h).

     “Subordinated Debt” means the collective reference to Debt on Schedule 7.1(p) hereof designated as Subordinated Debt and any other Debt of the Credit Parties or any Subsidiary thereof subordinated in right and time of payment to the Obligations and otherwise permitted hereunder.

     “Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be Consolidated with those of the parent in the parent’s Consolidated financial statements if such financial statements were prepared in

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accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent. Unless otherwise qualified references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower.

     “Syndication Agents” means Citibank, N.A. and JPMorgan Chase Bank, each in their capacity as syndication agent hereunder, and any successor thereto.

     “Taxes” shall have the meaning assigned thereto in Section 5.12(a).

     “Termination Event” means: (a) a “Reportable Event” described in Section 4043 of ERISA, or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA.

     “Three-Year Credit Agreement” means the Three-Year Credit Agreement dated as of June 10, 2003 by and among the Borrower, the Additional Obligors thereunder, the Administrative Agent thereunder and the financial institutions party thereto, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

     “Three-Year Credit Agreement Obligations” means the obligations of the Borrower and the Additional Obligors thereunder under the Three-Year Credit Agreement.

     “Total Committed Amount” means (a) as to any Lending Group Member, the sum of (i) the Revolving Credit Commitment of such Lending Group Member (or, if such Revolving Credit Commitment has been terminated, the aggregate unpaid principal amount of all outstanding Extensions of Credit (other than Competitive Bid Loans) of such Lending Group Member) plus (ii) the Revolving Credit Commitment (as defined in the Three-Year Credit Agreement) of such Lending Group Member (or, if such Revolving Credit Commitment has been terminated, the aggregate unpaid principal amount of all outstanding Extensions of Credit (as defined in the Three-Year Credit Agreement) of such Lending Group Member) and (b) as to all Lenders, the aggregate Total Committed Amount of all Lending Group Members.

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     “Total Committed Percentage” means, as to any Lending Group Member at any time, the ratio of (a) the amount of the Total Committed Amount of such Lending Group Member to (b) the aggregate Total Committed Amount of all Lending Group Members.

     “Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (signed February 7, 1992), as amended from time to time.

     “UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended, restated or otherwise modified from time to time.

     “Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (1994 Revision), International Chamber of Commerce Publication No. 500.

     “United States” means the United States of America.

     “Utilization Fee” shall have the meaning assigned thereto in Section 5.3(b).

     “Wachovia” means Wachovia Bank, National Association, a national banking association, and its successors.

     “Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of capital stock or other ownership interests of such Subsidiary (other than directors’ qualifying shares) are, directly or indirectly, owned or controlled by any Credit Party and/or one or more of its Wholly-Owned Subsidiaries.

SECTION 1.2. General. Unless otherwise specified, a reference in this Agreement to a particular section, subsection, Schedule or Exhibit is a reference to that section, subsection, Schedule or Exhibit of this Agreement. Terms defined in this Agreement and the Three-Year Credit Agreement shall be construed consistently and no term defined herein shall be limited or restricted by any similar definition in the Three-Year Credit Agreement nor shall any such term herein limit or restrict any similar definition in the Three-Year Credit Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter. Any reference herein to “Charlotte time” shall refer to the applicable time of day in Charlotte, North Carolina.

SECTION 1.3. Other Definitions and Provisions. (a) Use of Capitalized Terms. Unless otherwise defined therein, all capitalized terms defined in this Agreement shall have the defined meanings when used in this Agreement and the other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement.

     (b) Miscellaneous. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

     (c) Any reference or usage of the word “amount” herein as it pertains to any Obligation denominated in an Alternative Currency shall be deemed to be a reference or usage of the term “Dollar Amount.”

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ARTICLE II REVOLVING CREDIT FACILITY

SECTION 2.1. Revolving Credit Loans. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time from the Closing Date through the Revolving Credit Termination Date as requested by the Borrower in accordance with the terms of Section 2.2; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed the Revolving Credit Commitment less the sum of (i) all outstanding L/C Obligations and (ii) the aggregate principal amount of all Competitive Bid Loans then outstanding and (b) the principal amount of outstanding Revolving Credit Loans from any Lender to the Borrower shall not at any time exceed such Lender’s Revolving Credit Commitment less such Lender’s participations in outstanding L/C Obligations. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Termination Date.

SECTION 2.2. Procedure for Advances of Revolving Credit Loans. (a) Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached hereto as Exhibit B-1 (a “Notice of Revolving Credit Borrowing”) not later than 11:00 a.m. (Charlotte time) (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be in an amount equal to the unused amount of the Revolving Credit Commitment, or if less, (x) with respect to Base Rate Loans in an aggregate principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof and (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether such Revolving Credit Loan is to be a LIBOR Rate Loan or Base Rate Loan, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. Notices received after 11:00 a.m. (Charlotte time) shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Revolving Credit Borrowing.

     (b) Disbursement of Revolving Credit Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice of account designation, substantially in the form of Exhibit C hereto (a “Notice of Account Designation”), delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section 2.2 for which any Lender is responsible to the extent that such Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Revolving Credit Loan.

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SECTION 2.3. Repayment of Revolving Credit Loans. (a) Repayment on Termination Date. The Borrower shall repay the outstanding principal amount of all Revolving Credit Loans in full on the Revolving Credit Termination Date, with all accrued but unpaid interest thereon.

     (b) Mandatory Repayment of Excess Extensions of Credit. (i) If at any time the outstanding principal amount of all Revolving Credit Loans plus the sum of the Dollar Amount of (A) all outstanding L/C Obligations and (B) all Competitive Bid Loans exceeds the Revolving Credit Commitment, the Borrower shall repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Revolving Credit Loans and/or furnish cash collateral reasonably satisfactory to the Administrative Agent or repay the L/C Obligations in an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 12.2(b).

          (ii) Excess Alternative Currency Letters of Credit. If the Administrative Agent shall determine that the outstanding principal Dollar Amount of all outstanding Letters of Credit denominated in an Alternative Currency exceeds one hundred and five percent (105%) of the lesser of (A) the L/C Commitment less the sum of the outstanding principal amount of all L/C Obligations denominated in Dollars and (B) the Alternative Currency L/C Commitment, in each case as of the last Business Day of any calendar month during the term hereof, then not later than three (3) Business Days after notice of the amount of such excess from the Administrative Agent to the Borrower, the Borrower shall deposit an amount in Dollars equal to such excess with the Administrative Agent to be held as cash collateral in accordance with Section 12.2(b).

     (c) Optional Repayments. The Borrower may at any time and from time to time repay the Revolving Credit Loans, in whole or in part, upon at least three (3) Business Days’ irrevocable notice to the Administrative Agent with respect to LIBOR Rate Loans and one (1) Business Day’s irrevocable notice with respect to Base Rate Loans, in the form attached hereto as Exhibit D (a “Notice of Prepayment”) specifying the date and amount of repayment and whether the repayment is of LIBOR Rate Loans, Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial repayments shall be in an aggregate amount of $1,000,000 or a whole multiple of $250,000 in excess thereof with respect to Base Rate Loans and $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans.

     (d) Limitation on Repayment of LIBOR Rate Loans. The Borrower may not repay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such repayment is accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

SECTION 2.4. Evidence of Debt. (a) The Administrative Agent shall maintain a register and a subaccount therein for each Lender (the “Register”), in which shall be recorded (i) the amount of each Revolving Credit Loan made hereunder, including each Revolving Credit Loan evidenced by a Revolving Credit Note, and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

     (b) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.4(a) shall, to the extent permitted by applicable law, be prima facie

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evidence of the existence and amounts of the obligations of the Borrowers therein recorded, absent manifest error; provided, however, that the failure of the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Revolving Credit Loans made to the Borrower in accordance with the terms of this Agreement.

     (c) The Borrower hereby agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Revolving Credit Note of such Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-1.

SECTION 2.5. Permanent Reduction of the Revolving Credit Commitment (a) Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $5,000,000 or any whole multiple of $1,000,000 in excess thereof, provided further that the aggregate amount of the Revolving Credit Commitments of the Lenders shall not be reduced to an amount that is less than the aggregate principal Dollar Amount of the Competitive Bid Loans then outstanding.

     (b) Each permanent reduction of the Revolving Credit Commitment made pursuant to this Section 2.5 shall be accompanied, if necessary, by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced and if the Revolving Credit Commitment as so reduced is less than the aggregate amount of all outstanding Letters of Credit, the Borrower shall be required to deposit in a cash collateral account opened by the Administrative Agent an amount equal to the amount by which the aggregate then undrawn and unexpired amount of such Letters of Credit exceeds the Revolving Credit Commitment as so reduced. Any reduction of the Revolving Credit Commitment to zero (including upon termination of the Revolving Credit Facility on the Revolving Credit Termination Date) shall be accompanied by payment of all outstanding Revolving Credit Loans (and furnishing of cash collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment and the Revolving Credit Facility. Such cash collateral shall be applied in accordance with Section 12.2(b). If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.10 hereof.

SECTION 2.6. Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the earliest of (a) June 15, 2009, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a).

ARTICLE III LETTER OF CREDIT FACILITY

SECTION 3.1. L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue trade and standby letters of credit (“Letters of Credit”) for the account of the Borrower and its specified Subsidiaries on any Business Day from the Closing Date to but not including the Revolving Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided, however, that no Issuing Lender shall have any obligation to issue any

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Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the L/C Obligations on account of Letters of Credit denominated in an Alternative Currency would exceed the Alternative Currency L/C Commitment or (c) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of L/C Obligations and all outstanding Competitive Bid Loans would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in (A) Dollars, if such Letter of Credit is a standby Letter of Credit, or (B) Dollars or an Alternative Currency, if such Letter of Credit is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than ten Business Days prior to the Revolving Credit Termination Date, and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Outstanding Letter of Credit shall be deemed to have been issued under this Agreement.

SECTION 3.2. Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender at any Issuing Lender’s office at any address mutually acceptable to the Borrower and such Issuing Lender an Application therefor, including, if applicable, the office of such Issuing Lender’s Correspondent, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any Application, such Issuing Lender shall process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article VI hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. Within fifteen (15) Business Days after the end of each month, the Administrative Agent shall report to each Lender the average daily outstandings for each day in such month for all Letters of Credit during the previous month.

SECTION 3.3. Fees and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender and the L/C Participants, a letter of credit fee (the “L/C Fee”) (i) with respect to each trade Letter of Credit, in an amount equal to the Applicable Margin for trade Letters of Credit times the average daily undrawn amount of such issued Letter of Credit as reported by the Administrative Agent pursuant to Section 3.2 and (ii) with respect to each standby Letter of Credit, in an amount equal to the Applicable Margin for standby Letters of Credit times the face amount of such Letter of Credit. Such fee shall be payable quarterly in arrears (x) for trade Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date and (y) for standby Letters of Credit, within fifteen (15) Business Days after the end of each calendar quarter and on the Revolving Credit Termination Date.

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     (b) In addition to the foregoing commission, the Borrower shall pay the Issuing Lenders an issuance fee of one eighth percent (1/8%) per annum on the face amount of each standby Letter of Credit, payable quarterly in arrears within fifteen (15) Business Days after the end of each calendar quarter of each calendar quarter and on the Revolving Credit Termination Date.

     (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to each Issuing Lender and the L/C Participants all fees received by the Administrative Agent in accordance with their respective Revolving Credit Commitment Percentages.

SECTION 3.4. L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Amount of such draft, or any part thereof, which is not so reimbursed, such payment to be made by the making of a Base Rate Loan in Dollars pursuant to Section 3.5(c) below.

     (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to such Issuing Lender the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of any Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. With respect to payment to any Issuing Lender of the unreimbursed amounts described in this Section 3.4(b), if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due on the following Business Day.

     (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section 3.4, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, or any payment of interest on account thereof), such Issuing Lender will distribute to such L/C Participant its pro rata share thereof in accordance with such L/C Participant’s Revolving Credit

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Commitment Percentage; provided, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

SECTION 3.5. Reimbursement. (a) Reimbursement by the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date the Administrative Agent notifies the Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender in connection with such payment (other than those payable pursuant to Section 3.5(b) below). Each such payment shall be made to any Issuing Lender at its address for notices specified herein (i) in Dollars if such Letter of Credit was denominated in Dollars or (ii) in Dollars or the applicable Alternative Currency, at the option of the Borrower, if such Letter of Credit was denominated in an Alternative Currency, and in each case, in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Article III from the day immediately following the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue.

     (b) Exchange Indemnification and Increased Costs. The Borrower shall, upon demand from any Issuing Lender or L/C Participant, pay to such Issuing Lender or L/C Participant, the amount of (i) any loss or cost or increased cost incurred by such Issuing Lender or L/C Participant, (ii) any reduction in any amount payable to or in the effective return on the capital to such Issuing Lender or L/C Participant, (iii) any currency exchange loss, in each case with respect to clauses (i), (ii) and (iii), that such Issuing Lender or L/C Participant sustains as a result of the Borrower’s repayment in Dollars of any Letter of Credit denominated in an Alternative Currency or (iv) any interest or any other return, including principal, foregone by such Issuing Lender as a result of the introduction of, change over to or operation of the euro in any member state participating in the euro. A certificate of such Issuing Lender setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Issuing Lender shall be conclusively presumed to be correct save for manifest error.

     (c) Reimbursement by the Lenders. If the Borrower fails to timely reimburse such Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount in Dollars equal to the Dollar Amount (as of the date of funding of such Base Rate Loan by each Lender) of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would violate the automatic stay under federal bankruptcy laws.

SECTION 3.6. Obligations Absolute. The Borrower’s obligations under this Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against any Issuing Lender or any beneficiary

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of a Letter of Credit. The Borrower also agrees with each Issuing Lender that no Issuing Lender shall be responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct. The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, shall be binding on the Borrower and shall not result in any liability of any Issuing Lender to the Borrower. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

SECTION 3.7 Effect of Application. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.

ARTICLE IV COMPETITIVE BID FACILITY

SECTION 4.1. Bidding Procedure. Each Lender severally agrees that the Borrower may make Competitive Bid Borrowings under this Section 4.1 from time to time on any Business Day during the period from the Closing Date until the date occurring 30 days prior to the Revolving Credit Termination Date in the manner set forth below; provided that, following the making of each Competitive Bid Borrowing, the aggregate Dollar Amount of all Loans and all L/C Obligations then outstanding shall not exceed the aggregate amount of the Revolving Credit Commitments of the Lenders.

     (a) The Borrower may request a Competitive Bid Borrowing under this Section 4.1 by delivering to the Administrative Agent, by telecopier or telex, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit B-2 hereto, specifying therein the requested (i) date of such proposed Competitive Bid Borrowing, (ii) aggregate amount of such proposed Competitive Bid Borrowing, (iii) interest rate basis and day count convention to be offered by the Lenders, (iv) currency of such proposed Competitive Bid Borrowing, (v) in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans, Interest Period, or in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans, maturity date for repayment of each Fixed Rate Loan to be made as part of such Competitive Bid Borrowing (which maturity date may not be earlier than the date occurring seven days after the date of such Competitive Bid Borrowing or later than the earlier of (A) 365 days after the date of such Competitive Bid Borrowing and (B) the Revolving Credit Termination Date), (vi) interest payment date or dates relating thereto, (vii) location of the Borrower’s account to which funds are to be advanced and (viii) other terms (if any)

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to be applicable to such Competitive Bid Borrowing, not later than (1) 10:00 A.M. (Charlotte time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Borrower shall specify in the Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Loans comprising any such Competitive Bid Borrowing being referred to herein as “Fixed Rate Loans”) and that the Loans comprising such proposed Competitive Bid Borrowing shall be denominated in Dollars, (2) 10:00 A.M. (Charlotte time) at least four Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Borrower shall specify in the Notice of Competitive Bid Borrowing that the Loans comprising such Competitive Bid Borrowing shall be Floating Rate Loans denominated in Dollars, (3) 10:00 A.M. (London time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Borrower shall specify in the Notice of Competitive Bid Borrowing that the Loans comprising such proposed Competitive Bid Borrowing shall be Fixed Rate Loans denominated in any Alternative Currency and (4) 10:00 A.M. (London time) at least four Business Days prior to the date of the proposed Competitive Bid Borrowing, if the Borrower shall instead specify in the Notice of Competitive Bid Borrowing that the Loans comprising such Competitive Bid Borrowing shall be Floating Rate Loans denominated in any Alternative Currency. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Borrower. The Administrative Agent shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing.

     (b) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), (i) before 9:30 A.M. (Charlotte time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans denominated in Dollars, (ii) before 10:00 A.M. (Charlotte time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans, denominated in Dollars, (iii) before 12:00 noon (London time) on the Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans denominated in any Alternative Currency and (iv) before 12:00 noon (London time) on the third Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans denominated in any Alternative Currency, of the minimum amount and maximum amount of each Competitive Bid Loan which such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which Dollar Amounts of such proposed Competitive Bid may exceed such Lender’s Revolving Credit Commitment), the rate or rates of interest therefor and such Lender’s Applicable Lending Office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer at least 30 minutes before the time and on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent before 10:00 A.M. (Charlotte time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of

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such Competitive Bid Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. The Administrative Agent shall promptly notify the Borrower by telecopy of each such offer made by a Lender, including all information required to be provided by the Lender in such offer by this Section 4.1(b) and the identity of the Lender making such offer

     (c) The Borrower shall, in turn, (i) before 10:30 A.M. (Charlotte time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans denominated in Dollars, (ii) before 11:00 A.M. (Charlotte time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans denominated in Dollars, (iii) before 3:00 P.M. (London time) on the Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Loans denominated in any Alternative Currency and (iv) before 3:00 P.M. (London time) on the third Business Day prior to the date of such Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Floating Rate Loans denominated in any Alternative Currency, either:

     (x) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to that effect, or

     (y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (b) above, in its sole discretion, by giving notice to the Administrative Agent of the amount of each Competitive Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such Competitive Bid Loan pursuant to paragraph (b) above) to be made by each Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (b) above by giving the Administrative Agent notice to that effect. The Borrower shall accept the offers made by any Lender or Lenders to make Competitive Bid Loans in order of the lowest to the highest rates of interest offered by such Lenders. If two or more Lenders have offered the same interest rate, the amount to be borrowed at such interest rate will be allocated among such Lenders in proportion to the amount that each such Lender offered at such interest rate (rounded to integral multiples of $1,000,000 in a manner satisfactory to the Borrower).

     (d) If the Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is cancelled pursuant to paragraph (c)(x) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such Competitive Bid Borrowing shall not be made.

     (e) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (c)(y) above, the Administrative Agent shall in turn promptly notify (i) each Lender that has made an offer as described in paragraph (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (b) above have been accepted by the Borrower, (ii) each Lender that is to make a Competitive Bid Loan

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as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Loan to be made by such Lender as part of such Competitive Bid Borrowing, and (iii) each Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the conditions set forth in Section 6.4. Each Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing shall, before 12:00 noon (Charlotte time), in the case of Competitive Bid Loans to be denominated in Dollars or 11:00 A.M. (London time), in the case of Competitive Bid Loans to be denominated in any Alternative Currency, on the date of such Competitive Bid Borrowing specified in the notice received from the Administrative Agent pursuant to clause (i) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (iii) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent (x) in the case of a Competitive Bid Borrowing denominated in Dollars, at its address referred to in Section 14.1(c), in same day funds, such Lender’s portion of such Competitive Bid Borrowing in Dollars and (y) in the case of a Competitive Bid Borrowing in an Alternative Currency, at the payment office for such Alternative Currency as shall have been notified by the Administrative Agent to the Lenders prior thereto, in same day funds, such Lender’s portion of such Competitive Bid Borrowing in such Alternative Currency. Upon fulfillment of the conditions set forth in Section 6.4 and promptly after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower at the location specified by the Borrower in its Notice of Competitive Bid Borrowing. Promptly after each Competitive Bid Borrowing, the Administrative Agent will notify each Lender of the amount and tenor of the Competitive Bid Borrowing.

     (f) If the Borrower notifies the Administrative Agent that it accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (c)(y) above, such notice of acceptance shall be irrevocable and binding on the Borrower.

SECTION 4.2. Minimum Amounts. Each Competitive Bid Borrowing shall be in an aggregate Dollar Amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, following the making of each Competitive Bid Borrowing, the Borrower shall be in compliance with the limitation set forth in the proviso to the first sentence of Section 4.1 above.

SECTION 4.3. Bidding Availability. Within the limits and on the conditions set forth in this Article IV, the Borrower may from time to time borrow under this Article IV, repay or prepay pursuant to Section 4.4 below, and reborrow under this Article IV, provided that a Competitive Bid Borrowing shall not be made within three Business Days of the date of any other Competitive Bid Borrowing.

SECTION 4.4. Repayment of Competitive Bid Loans. The Borrower shall repay to the Administrative Agent for the account of each Lender that has made a Competitive Bid Loan, on the last day of its Interest Period (in the case of Floating Rate Loans) or the maturity date (in the case of Fixed Rate Loans) of each Competitive Bid Loan (such Interest Period or maturity date being that specified by the Borrower for repayment of such Competitive Bid Loan in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 4.1 (a) above and provided in the Competitive Bid Note evidencing such Competitive Bid Loan), the then unpaid principal amount of such Competitive Bid Loan. The Borrower shall have no right to prepay any principal amount of any Competitive Bid Loan unless, and then only on the terms, specified by the Borrower for such Competitive Bid Loan in the related Notice of Competitive Bid Borrowing

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delivered pursuant to Section 4.1 (a) above and set forth in the Competitive Bid Note evidencing such Competitive Bid Loan.

SECTION 4.5. Interest on Competitive Bid Loans. The Borrower shall pay interest on the unpaid principal amount of each Competitive Bid Loan from the date of such Competitive Bid Loan to the date the principal amount of such Competitive Bid Loan is repaid in full, at the rate of interest for such Competitive Bid Loan specified by the Lender making such Competitive Bid Loan in its notice with respect thereto delivered pursuant to Section 4.1 (b) above, payable on the interest payment date or dates specified by the Borrower for such Competitive Bid Loan in the related Notice of Competitive Bid Borrowing delivered pursuant to Section 4.1 (a) above, as provided in the Competitive Bid Note evidencing such Competitive Bid Loan. Upon the occurrence and during the continuance of an Event of Default (i) each Competitive Bid Loan denominated in an Alternative Currency shall be exchanged for a new Competitive Bid Loan for an equivalent amount of Dollars but with otherwise identical terms and conditions to the Competitive Bid Loan being exchanged and (ii) and the Borrower shall pay interest on the amount of unpaid principal of and interest on each Competitive Bid Loan owing to a Lender, payable in arrears on the date or dates interest is payable thereon, at a rate per annum equal at all times to 2% per annum above the rate per annum otherwise required to be paid on such Competitive Bid Loan under the terms of the Competitive Bid Note evidencing such Competitive Bid Loan unless otherwise agreed in such Competitive Bid Note. Computations in respect of Competitive Bid Loans shall be made by the Administrative Agent as specified in the applicable Notice of Competitive Bid Borrowing (or, in each case of Loans denominated in Alternative Currencies where market practice differs, in accordance with market practice), in each case for the actual number of days elapsed.

SECTION 4.6. Competitive Bid Notes. The indebtedness of the Borrower resulting from each Competitive Bid Loan made to the Borrower as part of a Competitive Bid Borrowing shall be evidenced by a separate Competitive Bid Note of the Borrower payable to the order of the Lender making such Competitive Bid Loan.

ARTICLE V GENERAL LOAN PROVISIONS

SECTION 5.1. Interest. (a) Interest Rate Options. Subject to the provisions of this Section 5.1, at the election of the Borrower, the aggregate principal balance of any Revolving Credit Loans shall bear interest at (i) the Base Rate plus the Applicable Margin or (ii) the LIBOR Rate plus the Applicable Margin; provided that LIBOR Rate Loans shall not be available until three (3) Business Days after the Closing Date unless the Borrower executes and delivers an indemnity in favor of the Administrative Agent and the Lenders in form and substance satisfactory to them. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Revolving Credit Loan at the time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2 or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2. Each Revolving Credit Loan or portion thereof bearing interest based on the Base Rate shall be a “Base Rate Loan”, and each Revolving Credit Loan or portion thereof bearing interest based on the LIBOR Rate shall be a “LIBOR Rate Loan.” Any Revolving Credit Loan or any portion thereof as to which the Borrower has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan.

     (b) Interest Periods. In connection with each LIBOR Rate Loan and each Floating Rate Loan, the Borrower, by giving notice at the times described in Section 5.1(a) (or, in the case of a Floating Rate Loan, in the applicable Notice of Competitive Bid Borrowing), shall elect an interest period (each, an “Interest Period”) to be applicable to such Loan, which Interest

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Period shall be a period of one (1), two (2), three (3), or six (6) months (or nine (9) or twelve (12) months or any other period if available from all Lenders) with respect to each LIBOR Rate (or, if applicable to a Floating Rate Loan, each EURIBO Rate); provided that:

     (i) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan or the date of advance of any Floating Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

     (ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

     (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

     (iv) no Interest Period shall extend beyond the Revolving Credit Termination Date; and

     (v) there shall be no more than six (6) Interest Periods for Revolving Credit Loans in effect at any time.

     (c) Default Rate. Subject to Section 12.3, at the discretion of the Administrative Agent and Required Lenders, upon the occurrence and during the continuance of an Event of Default, (i) the Borrower shall no longer have the option to request LIBOR Rate Loans, (ii) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum two percent (2%) in excess of the rate then applicable to LIBOR Rate Loans, as applicable, until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans, and (iii) all outstanding Base Rate Loans shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans. Interest shall continue to accrue on the amount of Revolving Credit Loans outstanding after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

     (d) Interest Payment and Computation. Interest on each Base Rate Loan shall be payable in arrears on the last Business Day of each calendar quarter commencing June 30, 2004; and interest on each LIBOR Rate Loan shall be payable on the last day of each Interest Period applicable thereto, and if such Interest Period exceeds three (3) months, at the end of each three (3) month interval during such Interest Period. Interest on LIBOR Rate Loans and all fees payable hereunder shall be computed on the basis of a 360-day year and assessed for the actual number of days elapsed and interest on Base Rate Loans shall be computed on the basis of a 365/66-day year and assessed for the actual number of days elapsed.

     (e) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder or under any of the Loan Documents charged or collected pursuant to the terms of this Agreement or pursuant to any other Loan Document exceed the highest rate permissible under any Applicable Law which a court of competent

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jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by Lenders in excess of the maximum lawful rate or (ii) shall apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

SECTION 5.2. Notice and Manner of Conversion or Continuation of Revolving Credit Loans. Provided that no Event of Default has occurred and is then continuing, the Borrower shall have the option (a) to convert all or any portion of its outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b), (i) to convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a whole multiple of $250,000 in excess thereof into Base Rate Loans or (ii) to continue such LIBOR Rate Loans as LIBOR Rate Loans for an additional Interest Period; provided that if any conversion or continuation is made prior to the expiration of any Interest Period, the Borrower shall pay any amount required to be paid pursuant to Section 5.10 hereof. Whenever the Borrower desires to convert or continue Revolving Credit Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a proposed conversion or continuation of such Revolving Credit Loan is to be effective (except in the case of a conversion of a LIBOR Rate Loan to a Base Rate Loan in which case same day notice by the Borrower shall be sufficient) specifying (A) the Revolving Credit Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Revolving Credit Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

SECTION 5.3. Fees. (a) Facility Fees. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, a non-refundable facility fee (the “Facility Fee”) at a rate per annum equal to the Applicable Margin on the full amount of the Revolving Credit Commitment, regardless of usage. The Facility Fee shall be payable in arrears on the last Business Day of each calendar quarter for the period commencing on the Closing Date and ending on the Revolving Credit Termination Date. The Facility Fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders’ respective Revolving Credit Commitment Percentages.

     (b) Utilization Fee. The Borrower shall pay a utilization fee (the “Utilization Fee”) at a rate per annum equal to 0.125% on the average amount of outstanding Loans during each fiscal quarter that such average exceeds 50% of the Revolving Credit Commitments (exclusive of any issued and outstanding Letters of Credit). The average amount of Loans for any fiscal quarter shall be calculated by the Administrative Agent (which such calculation shall be conclusively presumed correct save manifest error) as follows: (i) the sum of the principal amount of outstanding Loans at the close of business for each day during such fiscal quarter, divided by (ii) the total number of days of such fiscal quarter. The Utilization Fee shall be payable in arrears on the fifteenth (15th) day following written notification by the Administrative

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Agent to the Borrower of the average for the preceding quarter and the resulting Utilization Fee. The Utilization Fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders’ respective Revolving Credit Commitment Percentage.

     (c) Administrative Agent’s and Other Fees. In order to compensate the Administrative Agent for its obligations hereunder, the Borrower agrees to pay to the Administrative Agent, for its account, the fees set forth in the separate fee letter agreement executed by the Borrower and the Administrative Agent dated May 25, 2004.

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SECTION 5.4. Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement or any other Loan Document shall be made not later than 1:00 p.m. (Charlotte time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Revolving Credit Commitment Percentages (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Revolving Credit Commitment Percentage (except as specified below), and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the L/C Participants’ commissions shall be made in like manner, but for the account of the L/C Participants. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Article IV or Section 5.9, 5.10, 5.11, 5.12 or 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii), if any payment under this Agreement or any other Loan Document shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

SECTION 5.5. Crediting of Payments and Proceeds. In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied first to all expenses then due and payable by the Borrower hereunder, then to all indemnity obligations then due and payable by the Borrower hereunder, then to all Administrative Agent’s fees then due and payable, then to all commitment and other fees and commissions then due and payable, then to accrued and unpaid interest hereunder or under any other Loan Document, and Reimbursement Obligation (pro rata in accordance with all such amounts due), then to the principal amount hereunder or under any other Loan Document, Reimbursement Obligation and any termination payments due in respect of a Hedging Agreement with any Lender or Affiliate of a Lender (which Hedging Agreement is permitted hereunder) (pro rata in accordance with all such amounts due) and then to the cash collateral account described in Section 12.2(b) hereof to the extent of any L/C Obligations then outstanding, in that order.

SECTION 5.6. Adjustments. If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations (other than in respect of Competitive Bid Loans) owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to the Obligations owing to it (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the Obligations (other than in respect of Competitive Bid Loans) owing to such other Lender, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Extensions of Credit Obligations (other than Competitive Bid Loans), or shall provide such other Lenders with the benefits of any such

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collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Extensions of Credit may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

SECTION 5.7. Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent. The obligations of the Lenders under this Agreement to make the Revolving Credit Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the proposed borrowing date in accordance with Sections 2.2(b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times (b) the daily average Federal Funds Rate during such period as determined by the Administrative Agent, times (c) a fraction the numerator of which is the number of days that elapse from and including such borrowing date to the date on which such amount not made available by such Lender in accordance with the terms hereof shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent with respect to any amounts owing under this Section 5.7 shall be conclusive, absent manifest error. If such Lender’s Revolving Credit Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the Administrative Agent with interest thereon at the rate per annum applicable to such borrowing, on demand, from the Borrower. The failure of any Lender to make available its Revolving Credit Commitment Percentage of any Revolving Credit Loan requested by the Borrower shall not relieve it or any other Lender of its obligation hereunder to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Revolving Credit Commitment Percentage of such Revolving Credit Loan available on the borrowing date.

SECTION 5.8. Joint and Several Liability of the Credit Parties. (a) Each of the Credit Parties is jointly and severally liable not merely as a surety but as a co-debtor for each and every Obligation. Each of the Credit Parties is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly or indirectly, of each of the Credit Parties and in consideration of the undertakings of each of the Credit Parties to accept joint and several liability for the Obligations.

     (b) Except as otherwise expressly provided herein, each Credit Party hereby waives promptness, diligence, presentment, demand, protest, notice of acceptance of its joint and several liability, notice of any and all advances of the Revolving Credit Loans and Letters of

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Credit made under this Agreement and the other Loan Documents, notice of occurrence of any Default or Event of Default, or of any demand for any payment under this Agreement and notice of any action at any time taken or omitted by the Administrative Agent or any Lender under or in respect of any of the Obligations hereunder. Each Credit Party hereby waives all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of any of the Credit Parties and any other entity or person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally. Each Credit Party hereby assents to, and waives notice of, any extension or postponement of the time for the payment, or place or manner for payment, compromise, refinancing, consolidation or renewals of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or any Lender at any time or times in respect of any default by any Credit Party in the performance or satisfaction of any term, covenant, condition or provision of this Agreement and the other Loan Documents, any and all other indulgences whatsoever by the Administrative Agent or any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Credit Party or any other entity or person primarily or secondarily liable for any Obligation. If for any reason any of the Credit Parties has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from any of the Credit Parties by reason of such Credit Party’s insolvency, bankruptcy or reorganization or by other operation of law or for any reason, this Agreement and the other Loan Documents shall nevertheless be binding on each of the other Credit Parties to the same extent as if such Credit Party at all times had been the sole obligor on such Obligations. The Obligations of each Credit Party under this Section 5.8 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Credit Party, the Administrative Agent or any Lender.

     (c) If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any of the Credit Parties, or otherwise, the provisions of this Section 5.8 will forthwith be reinstated in effect as though such payment had not been made.

     (d) Until the payment and performance in full of all the Obligations, none of the Credit Parties shall exercise and each hereby waives any rights against the other Credit Parties as a result of payment by such Credit Party hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and none of the Credit Parties will prove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in bankruptcy, insolvency, or reorganization proceedings of any nature; none of the Credit Parties will claim any set-off, recoupment or counterclaim against any of the other Credit Parties in respect of any liability of one Credit Party to another Credit Party. Each of the Credit Parties hereby agrees that the payment of any amounts due with respect to any indebtedness owing by any of the Credit Party to any other Credit Party is hereby subordinated to the prior payment in full in cash of the Obligations. Each Credit Party agrees that, after the occurrence and during the continuance of any Default or Event of Default hereunder, none of the Credit Parties will demand, sue for or otherwise attempt to collect any indebtedness of any other Credit Party to such Credit Party until all of the Obligations of the Credit Parties hereunder shall have been paid in full in cash. If, notwithstanding the foregoing sentence, any Credit Party shall collect, enforce or receive any amounts in respect of such indebtedness in violation of the foregoing sentence while any Obligations of the Credit Parties are still outstanding, such amounts shall be collected,

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enforced and received by such Credit Party as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of such Credit Party under the other provisions hereof.

SECTION 5.9. Changed Circumstances. (a) Circumstances Affecting LIBOR Rate Availability. If with respect to any Interest Period: (i) the Administrative Agent or any Lender (after consultation with Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in the applicable currency, in the applicable amounts are not being quoted via Moneyline Telerate Markets Screen 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits of the applicable currency in the London interbank market) or offered to the Administrative Agent or such Lender for such Interest Period; or (ii) the Required Lenders reasonably determine (which determination shall be conclusive) and notify the Administrative Agent that the LIBOR Rate will not adequately and fairly reflect the cost to the Required Lenders of funding LIBOR Rate Loans or Floating Rate Loans for such Interest Period; then the Administrative Agent shall forthwith give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Floating Rate Loans and the right of the Borrower to convert any Revolving Credit Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan or Floating Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

     (b) Laws Affecting LIBOR Rate or Floating Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the date hereof of any such Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or Floating Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Floating Rate Loans and the right of the Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan or Floating Rate Loan to the end of the then current Interest Period applicable thereto , the applicable Loan shall immediately be converted to a Base Rate Loan or a Loan that bears interest at the Base Rate for the remainder of such Interest Period.

     (c) Increased Costs. If, after the date hereof, the introduction of, or any change in, any Applicable Law, or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with

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any request or directive (whether or not having the force of law) issued after the date hereof of such Authority, central bank or comparable agency:

     (i) shall subject any of the Lenders (or any of their respective Lending Offices) to any tax, duty or other charge with respect to any Revolving Credit Loan, Letter of Credit or Application or shall change the basis of taxation of payments to any of the Lenders (or any of their respective Lending Offices) of the principal of or interest on any Revolving Credit Loan, Letter of Credit or Application or any other amounts due under this Agreement in respect thereof (except for changes in the rate of tax on the overall net income of any of the Lenders or any of their respective Lending Offices imposed by the jurisdiction in which such Lender is organized or is or should be qualified to do business or such Lending Office is located); or

     (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance or capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any of the Lenders (or any of their respective Lending Offices) or shall impose on any of the Lenders (or any of their respective Lending Offices) or the foreign exchange and interbank markets any other condition affecting any Revolving Credit Loan; and the result of any of the foregoing is to increase the costs to any of the Lenders of maintaining any LIBOR Rate Loan or Floating Rate Loan or issuing or participating in Letters of Credit or to reduce the yield or amount of any sum received or receivable by any of the Lenders under this Agreement or under any other Loan Document in respect of a LIBOR Rate Loan or Floating Rate Loan or Letter of Credit or Application, then such Lender may promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Borrower of such fact and demand compensation therefor and, within fifteen (15) days after such notice by the Administrative Agent, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or Lenders for such increased cost or reduction. The Administrative Agent and the applicable Lender will promptly notify the Borrower of any event of which it has knowledge which will entitle such Lender to compensation pursuant to this Section 5.9(c); provided, that the Administrative Agent shall incur no liability whatsoever to the Lenders or the Borrower in the event it fails to do so. The amount of such compensation shall be determined, in the applicable Lender’s reasonable discretion, based upon the assumption that such Lender funded its Revolving Credit Commitment Percentage of the LIBOR Rate Loans or Floating Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

     (d) Mitigation Obligations; Replacement of Lenders.

     (i) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, then such Lender shall use reasonable

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efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to this Section 5.9 or Section 5.12, as the case may be, in the future and (B) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

     (ii) If any Lender requests compensation under this Section 5.9, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.12, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.10), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a participation in a Letter of Credit is being assigned, the Issuing Lender that issued such Letter of Credit), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (C) in the case of any such assignment resulting from a claim for compensation under this Section 5.9, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 5.10. Indemnity. The Borrower hereby indemnifies each of the Lenders against any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan or Floating Rate Loan, (b) due to any failure of the Borrower to borrow on a date specified therefor in a Notice of Revolving Credit Borrowing or Notice of Continuation/Conversion or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan or Floating Rate Loan on a date other than the last day of the Interest Period therefor. The amount of such loss, cost or expense to any Lender shall be deemed to equal an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid, were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the London interbank market; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such Lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such

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Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.11. Capital Requirements. If either (a) the introduction of, or any change in, or in the interpretation of, any Applicable Law or (b) compliance with any guideline or request issued after the date hereof from any central bank or comparable agency or other Governmental Authority (whether or not having the force of law), has or would have the effect of reducing the rate of return on the capital of, or has affected or would affect the amount of capital required to be maintained by, any Lender or any corporation controlling such Lender as a consequence of, or with reference to any Lender’s Revolving Credit Commitment and other commitments of this type, below the rate which the Lender or such other corporation could have achieved but for such introduction, change or compliance, then within five (5) Business Days after written demand by any such Lender, the Borrower shall pay to such Lender from time to time as specified by such Lender additional amounts sufficient to compensate such Lender or other corporation for such reduction; provided that no compensation shall be payable pursuant to the above if the applicable Lender fails to demand compensation for such increased costs within one-hundred eighty (180) days following the date on which such lender has actual knowledge of the event resulting in such increase. A certificate of such Lender setting forth in reasonable detail the basis for determining such amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.12. Taxes. (a) Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Notes or Letters of Credit) and (ii) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or Letter of Credit to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

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     (b) Stamp and Other Taxes. In addition, the Borrower shall pay any present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans, the Letters of Credit, the other Loan Documents (hereinafter referred to as “Other Taxes”).

     (c) Indemnity. The Borrower shall indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 5.12) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate as to the amount of such payment or liability prepared by a Lender or the Administrative Agent, absent manifest error, shall be conclusive, provided that if the Borrower reasonably believes that such Taxes or Other Taxes were not correctly or legally asserted, such Lender or the Administrative Agent (as the case may be) shall use reasonable efforts to cooperate with the Borrower, at the Borrower’s expense, to obtain a refund of such Taxes or Other Taxes. Such indemnification shall be made within thirty (30) days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. If a Lender or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it promptly shall notify the Borrower of the availability of such refund and shall, within sixty (60) days after receipt of a request by the Borrower pursue or timely claim such refund at the Borrower’s expense. If any Lender or the Administrative Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender or the Administrative Agent has received payment from the Borrower hereunder, it promptly shall repay such refund (plus interest received, if any) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.12 with respect to Taxes or Other Taxes giving rise to such refund), provided that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to return such refund (plus any penalties, interest or other charges required to be paid) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund to the relevant taxing authority.

     (d) Evidence of Payment. Within thirty (30) days after the date of any payment of Taxes or Other Taxes, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 14.1, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment satisfactory to the Administrative Agent.

     (e) Delivery of Tax Forms. Each Foreign Lender shall deliver to the Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms), properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each Foreign Lender further agrees to deliver to the Borrower, with a copy to the Administrative Agent, a Form W-8BEN or W-8ECI

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and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax.

     (f) Survival. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 5.12 shall survive the payment in full of the Obligations and the termination of the Revolving Credit Commitment.

ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING

SECTION 6.1. Closing. The closing shall take place at the offices of Shearman & Sterling LLP at 10:00 a.m. on June 15, 2004 or at such other location, on such other date and at such other time as the parties hereto shall mutually agree.

SECTION 6.2. Conditions to Closing and Initial Revolving Credit Loans and Letters of Credit. The obligation of the Lenders to close this Agreement and to make the initial Revolving Credit Loans or issue the initial Letters of Credit is subject to the satisfaction or waiver of each of the following conditions:

     (a) Executed Loan Documents. This Agreement and the Revolving Credit Notes (to the extent requested as provided herein) shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Administrative Agent.

     (b) Closing Certificates; Etc.

          (i) Officers’ Certificate of the Borrower. The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the closing conditions has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise).

          (ii) General Certificate of the Borrower. The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation of the Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, (B) the

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bylaws of the Borrower as in effect on the date of such certifications, (C) resolutions duly adopted by the Board of Directors of the Borrower authorizing the borrowings contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 6.2(b)(iii).

          (iii) Certificates of Good Standing. The Administrative Agent shall have received long-form certificates as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of the Borrower under the laws of each of California, New York, North Carolina, Texas, Tennessee and Washington.

          (iv) Opinions of Counsel. The Administrative Agent shall have received favorable opinions of Ira M. Dansky, General Counsel to the Borrower, Cravath, Swaine & Moore LLP, special counsel to the Borrower, and Schnader Harrison Segal & Lewis LLP, Pennsylvania counsel to the Borrower, addressed to the Administrative Agent and the Lenders with respect to the Borrower, the Loan Documents and such other matters as the Lenders shall reasonably request.

     (c) Consents; Defaults.

          (i) Governmental and Third Party Approvals. The Borrower shall have obtained all material approvals, authorizations and consents of any Person and of all Governmental Authorities and courts having jurisdiction with respect to the transactions contemplated by this Agreement and the other Loan Documents.

          (ii) No Event of Default. No Default or Event of Default shall have occurred and be continuing.

     (d) Financial Matters.

          (i) Financial Statements. The Administrative Agent shall have received the audited Consolidated financial statements of Jones Apparel Group and its Subsidiaries for the Fiscal Year ended on December 31, 2003 and the unaudited financial statements of Jones Apparel Group and its Subsidiaries for the fiscal quarter ended on April 3, 2004.

          (ii) Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified by a Responsible Officer, that the financial projections previously delivered to the Administrative Agent were prepared in good faith based upon assumptions believed to be reasonable at the time.

          (iii) Payment at Closing; Fee Letters. The Borrower shall have paid the fees set forth or referenced in Section 5.3(c) and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, reasonable legal fees and expenses) to the Administrative Agent and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents. The Administrative Agent shall have received duly authorized and executed copies of the fee letter agreement referred to in Section 5.3(c).

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     (e) Miscellaneous.

          (i) Notice of Revolving Credit Borrowing. The Administrative Agent shall have received a Notice of Revolving Credit Borrowing from the Borrower in accordance with Section 2.2(a), and a Notice of Account Designation specifying the account or accounts to which the proceeds of any Revolving Credit Loans made after the Closing Date are to be disbursed.

          (ii) Proceedings and Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Lenders.

          (iii) Investment Policy. The Borrower shall have delivered to the Administrative Agent a true and complete copy of the investment policy referenced in Section 11.4(b) in form and content reasonably acceptable to the Administrative Agent.

     (f) Refinancing. On the Closing Date hereunder, (i) all outstanding loans under the Prior Credit Agreement (“Existing Loans”) shall be replaced by Revolving Credit Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Closing Date, reflect the Revolving Credit Commitment of the Lenders hereunder, (ii) all outstanding letters of credit issued pursuant to the Prior Credit Agreement shall be deemed Letters of Credit hereunder and each Lender shall purchase a participation therein pursuant to Section 3.4 in accordance with its Revolving Credit Commitment Percentage, (iii) there shall have been paid in cash in full all accrued but unpaid interest due on the Existing Loans up to but excluding the Closing Date, (iv) there shall have been paid in cash in full all accrued but unpaid fees due under the Prior Credit Agreement up to but excluding the Closing Date and all other amounts, costs and expenses then owing to any of the Prior Lenders and/or any Agent, as agent under the Prior Credit Agreement, in each case to the satisfaction of such Agent or Prior Lender, as the case may be, regardless of whether or not such amounts would otherwise be due and payable at such time pursuant to the terms of the Prior Credit Agreement, (v) all outstanding promissory notes issued by the Borrower to the Prior Lenders under the Prior Credit Agreement shall be deemed canceled and the originally executed copies thereof shall be canceled and promptly returned to the Administrative Agent who shall promptly forward such notes to the Borrower and (vi) the commitments and, except as expressly set forth in the Prior Credit Agreement, other obligations and rights of the Borrower and the Prior Lenders shall be terminated without any further action hereunder or thereunder.

SECTION 6.3. Conditions to Extensions of Credit. The obligations of the Lenders to make any Extensions of Credit (other than Competitive Bid Loans) are subject to the satisfaction of the following conditions precedent on the relevant borrowing or issue date, as applicable:

     (a) Continuation of Representations and Warranties. The representations and warranties contained in Article VII shall be true and correct on and as of such borrowing or issuance date with the same effect as if made on and as of such date; except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

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     (b) No Existing Default. No Default or Event of Default shall have occurred and be continuing hereunder (i) on the borrowing date with respect to such Revolving Credit Loan or after giving effect to the Revolving Credit Loans to be made on such date or (ii) on the issue, extension or renewal date with respect to such Letter of Credit or after giving effect to such Letter of Credit on such date.

SECTION 6.4. Conditions Precedent to Each Competitive Bid Borrowing. The obligation of each Lender that is to make a Competitive Bid Loan on the occasion of a Competitive Bid Borrowing to make such Competitive Bid Loan as part of such Competitive Bid Borrowing is subject to the conditions precedent that (i) the Agent shall have received the written confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on or before the date of such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note payable to the order of such Lender for each of the one or more Competitive Bid Loans to be made by such Lender as part of such Competitive Bid Borrowing, in a principal amount equal to the principal amount of the Competitive Bid Loan to be evidenced thereby and otherwise on such terms as were agreed to for such Competitive Bid Loan in accordance with Section 4.1, and (iii) on the date of such Competitive Bid Borrowing:

     (a) Continuation of Representations and Warranties. The representations and warranties contained in Article VII shall be true and correct on and as of such borrowing with the same effect as if made on and as of such date; except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

     (b) No Existing Default. No Default or Event of Default shall have occurred and be continuing hereunder on the borrowing date with respect to such Competitive Bid Loan or after giving effect to the Competitive Bid Loans to be made on such date.

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

SECTION 7.1. Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and Lenders that:

     (a) Organization; Power; Qualification. Each of the Credit Parties and their Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (b) Ownership. Each Subsidiary of each of the Credit Parties as of the Closing Date is listed on Schedule 7.1(b). As of the Closing Date, the capitalization of the Credit Parties and their Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 7.1(b). As of the Closing Date, all outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The shareholders of the Subsidiaries of the Credit Parties and the number of shares owned by each as of the Closing Date are described on Schedule 7.1(b). As of the Closing Date, there are no outstanding stock

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purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of capital stock of the Credit Parties or their Subsidiaries, except as described on Schedule 7.1(b).

     (c) Authorization of Agreement, Loan Documents and Borrowing. Each of the Credit Parties and, if applicable, their Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party in accordance with their respective terms. Each of the Loan Documents have been duly executed and delivered by the duly authorized officers of the Credit Parties and each of their Subsidiaries party thereto, as applicable, and each such document constitutes the legal, valid and binding obligation of the Credit Parties and, if applicable, each of their Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

     (d) Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by the Credit Parties and their Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the borrowings hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any of the Credit Parties or any of their Subsidiaries to obtain any Governmental Approval not otherwise already obtained or violate any Applicable Law relating to the Credit Parties or any of their Subsidiaries, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Credit Parties or any of their Subsidiaries or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person except as could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any material Lien upon or with respect to any property now owned or hereafter acquired by such Person.

     (e) Compliance with Law; Governmental Approvals. Other than with respect to environmental matters, which are treated exclusively in Section 7.1(h) hereof, each of the Credit Parties and their Subsidiaries (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, and (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties; in each case, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

     (f) Tax Returns and Payments. Each of the Credit Parties and their Subsidiaries has timely filed or caused to be timely filed all federal and state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except (a) taxes that are being contested in good faith by appropriate

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proceedings and for which such Credit Party or Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. No Governmental Authority has asserted any material Lien or other claim against the Credit Parties or any Subsidiary thereof with respect to unpaid taxes (except for taxes not yet due) which has not been discharged or resolved.

     (g) Intellectual Property Matters. Each of the Credit Parties and its Subsidiaries owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, trade names, trade name rights, copyrights and rights with respect to the foregoing which are required to conduct its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. No event has occurred which, to the knowledge of the Credit Parties, permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and, to the knowledge of the Credit Parties, neither the Credit Parties nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except as could not reasonably be expected to have a Material Adverse Effect.

     (h) Environmental Matters. Except as could not reasonably be expected to have a Material Adverse Effect:

     (i) The properties of the Credit Parties and their Subsidiaries do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could give rise to liability under applicable Environmental Laws;

     (ii) The properties of the Credit Parties and their Subsidiaries and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or about such properties or such operations in amounts or concentrations which could reasonably be expected to interfere with the continued operation of such properties;

     (iii) Neither any of the Credit Parties nor any Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, nor does any of the Credit Parties or any Subsidiary thereof have knowledge or reason to believe that any such notice will be received or is being threatened;

     (iv) To the knowledge of the Credit Parties, Hazardous Materials have not been transported or disposed of from the properties of the Credit Parties or any of their Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, Environmental Laws, nor, to the knowledge of the Credit Parties, have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner which could reasonably be expected to give rise to liability under, any Environmental Laws;

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     (v) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Credit Parties, threatened, under any Environmental Law to which any of the Credit Parties or any Subsidiary thereof will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the properties or operations of the Credit Parties and their Subsidiaries; and

     (vi) To the knowledge of the Credit Parties, there has been no release, or to the best of the Credit Parties’ knowledge, the threat of release, of Hazardous Materials at or from the properties of the Credit Parties or any of their Subsidiaries, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws.

     (i) ERISA.

          (i) Each of the Credit Parties and each ERISA Affiliate is in compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except where any such non-compliance could not reasonably be expected to have a Material Adverse Effect. Except for any failure that would not reasonably be expected to have a Material Adverse Effect, each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability that could reasonably be expected to result in a Material Adverse Effect has been incurred by the Credit Parties or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;

          (ii) No accumulated funding deficiency (as defined in Section 412 of the Code) has been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan;

          (iii) Neither the Credit Parties nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required installment or other required payment under Section 412 of the Code except where any of the foregoing individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect;

          (iv) No Termination Event that could reasonably be expected to result in a Material Adverse Effect has occurred or is reasonably expected to occur; and

          (v) No proceeding, claim, lawsuit and/or investigation is existing or, to the knowledge of the Credit Parties, threatened concerning or involving any Employee Benefit Plan that could reasonably be expected to result in a Material Adverse Effect.

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     (j) Margin Stock. Neither the Credit Parties nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock, unless the Credit Parties shall have given the Administrative Agent and Lenders prior notice of such event and such other information as is reasonably necessary to permit the Administrative Agent and Lenders to comply, in a timely fashion, with all reporting obligations required by Applicable Law, or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

     (k) Government Regulation. Neither the Credit Parties nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940, as amended) and neither the Credit Parties nor any Subsidiary thereof is, or after giving effect to any Extension of Credit will be, subject to regulation under the Public Utility Holding Company Act of 1935 or the Interstate Commerce Act, each as amended.

     (l) Burdensome Provisions. Neither the Credit Parties nor any Subsidiary thereof is a party to any indenture, agreement, lease or other instrument, or subject to any corporate or partnership restriction, Governmental Approval or Applicable Law which is so unusual or burdensome as in the foreseeable future could be reasonably expected to have a Material Adverse Effect. The Credit Parties and their Subsidiaries do not presently anticipate that future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect.

     (m) Financial Statements. The (i) Consolidated balance sheets of Jones Apparel Group and its Subsidiaries as of December 31, 2003, and the related statements of income, stockholders’ equity and cash flows for the Fiscal Years then ended and (ii) unaudited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of April 3, 2004, and related unaudited interim statements of income, stockholders’ equity and cash flows, copies of which have been furnished to the Administrative Agent and each Lender, are complete in all material respects and fairly present in all material respects the assets, liabilities and financial position of Jones Apparel Group and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended, subject to normal year end adjustments. All such financial statements, including the related notes thereto, have been prepared in accordance with GAAP.

     (n) No Material Adverse Change. Since the later to occur of (i) April 3, 2004 or (ii) the date of the most recently delivered audited financial statements of Jones Apparel Group and its Subsidiaries, there has been no Material Adverse Effect.

     (o) Liens. None of the properties and assets of the Credit Parties or any Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to Section 11.3.

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     (p) Debt and Guaranty Obligations. Schedule 7.1(p) is a complete and correct listing of all Debt and Guaranty Obligations of the Credit Parties and their Subsidiaries as of the Closing Date in excess of $5,000,000.

     (q) Litigation. Except for matters existing on the Closing Date and set forth on Schedule 7.1(q), there are no actions, suits or proceedings pending nor, to the knowledge of the Credit Parties, threatened against or affecting the Credit Parties or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority, which could reasonably be expected to have a Material Adverse Effect or which relate to the enforceability of any Loan Documents.

     (r) Absence of Defaults. To the knowledge of the Credit Parties, no event has occurred and is continuing which constitutes a Default or an Event of Default.

     (s) Accuracy and Completeness of Information. The Credit Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which they or any of their Subsidiaries are subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The written information, taken as a whole, furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 7.2. Survival of Representations and Warranties, Etc. All representations and warranties set forth in this Article VII and all representations and warranties contained in any certificate delivered in connection with this Agreement, or any of the Loan Documents (including but not limited to any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date, shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VIII FINANCIAL INFORMATION AND NOTICES

     Until all the Obligations (other than Obligations under Hedging Agreements) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will furnish or cause to be furnished to the Administrative Agent (which the Administrative Agent will promptly furnish to the Lenders at their respective addresses as set forth on Schedule 1.1(a), or such other office as may be designated to the Administrative Agent from time to time):

SECTION 8.1. Financial Statements and Projections. (a) Quarterly Financial Statements. As soon as practicable and in any event within forty-five (45) days after the end of the first three fiscal quarters of each Fiscal Year, an unaudited Consolidated balance sheet of Jones Apparel

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Group and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the preceding Fiscal Year and prepared by Jones Apparel Group in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a Responsible Officer to present fairly in all material respects the financial condition of Jones Apparel Group and its Subsidiaries as of their respective dates and the results of operations of Jones Apparel Group and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments.

     (b) Annual Financial Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, an audited Consolidated balance sheet of Jones Apparel Group and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by a nationally recognized independent certified public accounting firm in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by Jones Apparel Group or any of its Subsidiaries or with respect to accounting principles followed by Jones Apparel Group or any of its Subsidiaries not in accordance with GAAP.

SECTION 8.2. Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Section 8.1(a) or (b) a certificate of a Responsible Officer in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

SECTION 8.3. Accountants’ Certificate. At each time financial statements are delivered pursuant to Section 8.1(b), a certificate of the independent public accountants certifying such financial statements addressed to the Administrative Agent for the benefit of the Lenders:

     (a) stating that in making the examination necessary for the certification of such financial statements, they obtained no knowledge of any Default or Event of Default or, if such is not the case, specifying such Default or Event of Default and its nature and period of existence; and

     (b) including the calculations prepared by such accountants required to establish whether or not the Credit Parties and their Subsidiaries are in compliance with the financial covenants set forth in Article X hereof as at the end of each respective period.

SECTION 8.4. Other Reports. (a) Promptly but in any event within ten (10) Business Days after the filing thereof, a copy of (i) each report or other filing made by the Credit Parties or any or their Subsidiaries with the Securities and Exchange Commission and required by the Securities and Exchange Commission to be delivered to the shareholders of the Credit Parties or any or their Subsidiaries, (ii) each report made by the Credit Parties or any of their Subsidiaries to the Securities and Exchange Commission on Form 8-K and (iii) each final registration statement of

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the Credit Parties or any of their Subsidiaries filed with the Securities and Exchange Commission, except in connection with pension plans and other employee benefit plans; and

     (b) Such other information regarding the operations, business affairs and financial condition of the Credit Parties or any of their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

SECTION 8.5. Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after a principal officer of the Credit Parties obtains knowledge thereof) telephonic (confirmed in writing) or written notice of:

     (a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Credit Parties or any Subsidiary thereof or any of their respective properties, assets or businesses which in the reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect;

     (b) any notice of any violation received by the Credit Parties or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to have a Material Adverse Effect;

     (c) any Default or Event of Default; and

     (d) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Credit Parties or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by the Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Credit Parties obtaining knowledge or reason to know that the Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA.

SECTION 8.6. Accuracy of Information. All written information, reports, statements and other papers and data furnished by or on behalf of the Credit Parties to the Administrative Agent or any Lender (other than financial forecasts) whether pursuant to this Article VIII or any other provision of this Agreement, shall be, at the time the same is so furnished, true and complete in all material respects.

ARTICLE IX AFFIRMATIVE COVENANTS

     Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner provided for in Section 14.11, the Credit Parties will, and will cause each of their Subsidiaries to:

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SECTION 9.1. Preservation of Corporate Existence and Related Matters. Except as permitted by Section 11.5, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction where the nature and scope of its activities require it to so qualify under Applicable Law in which the failure to so qualify would have a Material Adverse Effect.

SECTION 9.2. Maintenance of Property. Protect and preserve all properties useful in and material to its business, including copyrights, patents, trade names and trademarks; maintain in good working order and condition all buildings, equipment and other tangible real and personal property material to the conduct of its business, ordinary wear and tear excepted; and from time to time make or cause to be made all renewals, replacements and additions to such property necessary for the conduct of its business, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

SECTION 9.3. Insurance. Maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law including, without limitation, hazard and business interruption coverage.

SECTION 9.4. Accounting Methods and Financial Records. Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.

SECTION 9.5. Payment and Performance of Obligations. Pay and perform all Obligations under this Agreement and the other Loan Documents, and pay (a) all material taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) subject to the thresholds and other limitations set forth in Section 12.1(f) or Section 12.1(g), all other material indebtedness, obligations and liabilities in accordance with customary trade practices; provided, that the Credit Parties or such Subsidiary may contest any item described in clause (a) or (b) of this Section 9.5 in good faith so long as adequate reserves are maintained with respect thereto to the extent required by GAAP. It is expected that all payments in respect of the Obligations, the Existing Debt Securities and the Additional Debt Securities will be made by the Borrower.

SECTION 9.6. Compliance With Laws and Approvals. Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to observe or comply could not reasonably be expected to have a Material Adverse Effect.

SECTION 9.7. Environmental Laws. In addition to and without limiting the generality of Section 9.6, (a) comply with, and use best efforts to ensure such compliance by all tenants and subtenants, with all applicable Environmental Laws and obtain and comply with and maintain, and use its best efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except where the failure to comply could not reasonably have a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding

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Environmental Laws except (i) where the failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) to the extent the Credit Parties or any of their Subsidiaries are contesting, in good faith, any such requirement, order or directive before the appropriate Governmental Authority so long as adequate reserves are maintained with respect thereto to the extent required by GAAP, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Credit Parties or such Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor.

SECTION 9.8. Compliance with ERISA. In addition to and without limiting the generality of Section 9.6, (a) comply with all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, (b) not take any action or fail to take action the result of which would result in a liability to the PBGC or to a Multiemployer Plan in an amount that could reasonably be expected to have a Material Adverse Effect, and (c) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan concerning compliance with this covenant as may be reasonably requested by the Administrative Agent.

SECTION 9.9. Conduct of Business. Engage only in businesses in substantially the same fields as the businesses conducted on the Closing Date (including, without limitation, the apparel, footwear, handbags, accessories, jewelry, denim and cosmetics or other women’s accoutrements industries generally) and in lines of business reasonably related thereto (collectively, “Permitted Lines of Business”), or as otherwise permitted pursuant to the terms of this Agreement.

SECTION 9.10. Visits and Inspections. Permit representatives of the Administrative Agent or any Lender, from time to time upon reasonable prior notice to visit and inspect its properties; inspect and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects.

SECTION 9.11. Use of Proceeds. The Credit Parties shall use the proceeds of the Loans and the Letters of Credit to (a) refinance certain existing Debt, (b) for working capital and general corporate purposes of the Credit Parties and their Subsidiaries, including acquisitions and stock repurchases, and (c) the payment of certain fees and expenses incurred in connection with the transactions contemplated hereby or thereby.

ARTICLE X FINANCIAL COVENANTS

     Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment and L/C Commitment have terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties and their Subsidiaries on a Consolidated basis will not:

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SECTION 10.1. Interest Coverage Ratio. As of the end of any fiscal quarter, permit the ratio (the “Interest Coverage Ratio”) of (a) EBITDAR for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date to (b) the sum of (i) Interest Expense paid or payable in cash and (ii) Rental Expense, both for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date, to be less than 2.75 to 1.0.

SECTION 10.2. Minimum Net Worth. As of the end of any fiscal quarter, permit Consolidated Net Worth to be less than $1,750,000,000.

ARTICLE XI NEGATIVE COVENANTS

     Until all of the Obligations (other than any Obligations under any Hedging Agreement) have been paid and satisfied in full and the Revolving Credit Commitment has expired or been terminated, unless consent has been obtained in the manner set forth in Section 14.11 hereof, the Credit Parties will not and will not permit any of their Subsidiaries to:

SECTION 11.1. Limitations on Debt and Guaranty Obligations. Create, incur, assume or suffer to exist any Debt, including Guaranty Obligations, except:

     (a) the Obligations of the Credit Parties;

     (b) the Three-Year Credit Agreement Obligations;

     (c) Debt existing on the Closing Date (other than the Three-Year Credit Agreement Obligations), including the Debt as set forth on Schedule 7.1(p);

     (d) Debt in the form of additional credit facilities of the Credit Parties or their Subsidiaries for borrowings denominated in currencies other than Dollars; provided that the equivalent Dollar Amount of the aggregate commitment thereunder does not exceed $50,000,000 on any date of determination;

     (e) Debt of the Credit Parties and their Subsidiaries, not otherwise permitted under this Section 11.1, incurred in connection with (i) Capitalized Leases, (ii) purchase money Debt, (iii) Debt of a Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by any Credit Party or otherwise became a Subsidiary of such Credit Party, or Debt assumed by a Credit Party or a Subsidiary thereof in connection with an asset acquisition which Debt was outstanding prior to the date of such asset acquisition (in each case, other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of such Credit Party or was otherwise acquired by such Credit Party or pursuant to which such assets were acquired) and (iv) any other unsecured Debt of the Subsidiaries of the Credit Parties in an aggregate outstanding amount (excluding any attributable Debt from the sale leaseback transaction involving the Credit Parties’ distribution warehouse at South Hill, Virginia) not to exceed fifteen percent (15%) of Consolidated Net Worth of the Credit Parties and their Subsidiaries on any date of determination;

     (f) additional Debt of the Credit Parties, not otherwise permitted under this Section 11.1, arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements (the

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“Additional Debt Securities”) (including in connection with the issuance of exchange securities in connection with any exchange offer registered under the Securities Act of 1933, as amended, following a private placement of Additional Debt Securities) so long as no Default or Event of Default exists on the date any such Additional Debt Security is created or arises as a result of any borrowing thereunder;

     (g) other Debt of the Credit Parties, not otherwise permitted under this Section 11.1, in an aggregate outstanding amount not to exceed $300,000,000 on any date of determination;

     (h) Debt of the Credit Parties to any Subsidiary or any other Credit Party and of any Subsidiary to the Credit Parties or any other Subsidiary;

     (i) Debt incurred in respect of the extension, renewal, refinancing, replacement or refunding (collectively, the “refinancing”) of Debt incurred pursuant to clause (a), (b), (c) or (e); provided, that (i) such Debt is an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) not in excess of the sum of (x) the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being refinanced and (y) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing, (ii) the average life of such Debt is equal to or greater than the average life of the Debt being refinanced, (iii) the stated maturity of such Debt is no earlier than the stated maturity of the Debt being refinanced; and (iv) the new Debt shall not be senior in right of payment to the Debt that is being refinanced; provided, that none of the Debt permitted to be incurred by this Section shall expressly restrict, limit or otherwise encumber (unless such restriction, limitation or other encumbrance is a Permitted Encumbrance (as defined below)), the ability of any Subsidiary of the Credit Parties to make any payment to the Credit Parties or any of their Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Credit Parties to pay the Obligations. For purposes of this Section 11.1, with regard to any Debt, a “Permitted Encumbrance” shall mean any restriction, limitation or other encumbrance that applies solely if a default or event of default (other than a default resulting solely from the breach of a representation or warranty) occurs and is continuing under such Debt; provided further that, with respect to any default or event of default (other than a payment default, including as a result of acceleration, or a bankruptcy event with respect to the obligor of such Debt), such encumbrance or restriction may not prohibit dividends to the Credit Parties or any Subsidiary thereof to pay the Obligations for more than one hundred eighty (180) days in any consecutive three hundred sixty (360) day period; and

     (j) Debt incurred in connection with the Permitted Investment Policy as in effect on the date hereof.

SECTION 11.2. [Reserved].

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SECTION 11.3. Limitations on Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (including without limitation shares of capital stock or other ownership interests), real or personal, whether now owned or hereafter acquired, except:

     (a) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) 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;

     (b) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings;

     (c) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation or obligations under customer service contracts;

     (d) Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which do not, in any case, materially detract from the value of such property or materially impair the use thereof in the ordinary conduct of business;

     (e) Liens of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;

     (f) Liens incurred in the ordinary course of business securing Debt of the Credit Parties permitted under Section 11.1 not to exceed $75,000,000 in the aggregate outstanding in addition to Liens existing on the Closing Date;

     (g) Liens existing on any property or asset prior to the acquisition thereof by the Credit Parties or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary or is merged with or into the Credit Parties or any Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary or is so merged;

     (h) Liens in existence on the Closing Date and described on Schedule 11.3;

     (i) Liens securing Debt incurred in connection with Capitalized Leases and purchase money Debt permitted under Section 11.1(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the related asset, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt, (iii) the amount of Debt secured thereby is not increased and (iv) the principal amount of Debt secured by any such Lien shall at no time exceed one hundred percent (100%) of the original purchase price of such property at the time it was acquired;

     (j) Liens incurred to secure appeal bonds and judgment and attachment Liens in respect of judgments or orders that do not constitute an Event of Default under Section 12.1(m);

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     (k) 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 deposit accounts or other funds maintained with a creditor depository institution;

     (l) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (m) Liens arising in the ordinary course of business that do not secure monetary obligations;

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

     (o) Liens securing Debt or other obligations between the Credit Parties and a Subsidiary or between Subsidiaries or Credit Parties;

     (p) Liens granted to any bank or other institution securing the payments to be made to such bank or other institution by the Credit Parties or a Subsidiary of the Credit Parties pursuant to any Hedging Agreement; provided that, such agreements are entered into in, or are incidental to, the ordinary course of business;

     (q) The refinancing of any Lien referred to in clause (g), (h), (i) or (p) provided, that the principal amount of Debt (or, if incurred with original issue discount, an aggregate issue price) secured thereby and not otherwise authorized by clause (g), (h), (i) or (p) shall not exceed the principal amount of Debt (or if incurred without original issue discount, the aggregate accreted value) plus any fees and expenses, including premiums and defeasance costs, payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding; and

     (r) Liens incurred in connection with the Permitted Investment Policy as in effect on the date hereof.

SECTION 11.4. Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock (other than capital stock of the Credit Parties), interests in any partnership, limited liability company or joint venture (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing (collectively, “Investments”) except:

          (a) Investments in Subsidiaries existing on the Closing Date and the other existing loans, advances and Investments described on Schedule 11.4;

          (b) Investments made in accordance with the Permitted Investment Policy;

          (c) Investments by the Credit Parties or any Subsidiary in the form of acquisitions, including acquisitions of all or substantially all of the business or a line of

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business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, so long as (i) a Responsible Officer certifies to the Administrative Agent and the Required Lenders that no Default or Event of Default has occurred and is continuing or would result from the closing of such acquisition, such certification to include, for any acquisition involving a purchase price in excess of $50,000,000, either individually or in a series of related transactions, a financial condition certificate to which is attached a pro forma balance sheet of Jones Apparel Group and its Subsidiaries setting forth on a pro forma basis the financial condition of Jones Apparel Group and its Subsidiaries on a Consolidated basis as of the most recently ended Fiscal Year, reflecting on a pro forma basis the effect of the transactions contemplated by such acquisition, including all fees and expenses in connection therewith, and evidencing compliance on a pro forma basis with the covenants contained in Article X hereof, and (ii) such acquisition meets either of the following requirements: (A) such acquisition is within a Permitted Line of Business, or (B) such acquisition is outside a Permitted Line of Business but the price for such acquisition, together with all other acquisitions outside the Permitted Lines of Business, does not exceed $50,000,000 in the aggregate;

     (d) Investments (other than acquisitions) in the Permitted Lines of Business;

     (e) Investments (other than acquisitions) outside Permitted Lines of Business not in excess of $50,000,000 in the aggregate;

     (f) loans and advances to third party contractors in the ordinary course of business and consistent with past practice not to exceed in an aggregate outstanding amount $6,000,000 (excluding such loans and advances consisting of prepayments or advances for inventory or services); and loans and advances to employees of the Credit Parties and their Subsidiaries in an aggregate outstanding amount not to exceed $4,000,000; and

     (g) intercompany loans and advances among the Credit Parties and their Subsidiaries so long as permitted under the terms of Sections 11.1 and 11.3.

SECTION 11.5. Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except so long as no Default or Event of Default has occurred and is continuing, or would result therefrom:

     (a) any Credit Party may merge or consolidate with or into any Person; provided that (i) such Credit Party shall be the survivor of such merger or consolidation or (ii) the survivor assumes and succeeds to the Obligations of such Credit Party pursuant to an assumption agreement in form reasonably satisfactory to the Administrative Agent and the Required Lenders;

     (b) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Credit Parties;

     (c) any Wholly-Owned Subsidiary may merge or consolidate with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 11.4(b), (c) or (d);

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     (d) any Wholly-Owned Subsidiary of the Credit Parties may merge or consolidate with or into any Credit Party; provided that, such Credit Party is the survivor of such merger or consolidation; and

     (e) any Credit Party may merge or consolidate with or into any other Credit Party.

SECTION 11.6. Limitations on Sale or Transfer of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets, whether now owned or hereafter acquired (collectively, “sale”), except for the following:

     (a) the sale of inventory or the factoring of accounts receivable in the ordinary course of business;

     (b) the sale of obsolete assets no longer used or usable in the business of the Credit Parties or any of their Subsidiaries;

     (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

     (d) the sale of assets between the Credit Parties and any Subsidiary or between Subsidiaries or Credit Parties;

     (e) the sale of any other assets of the Credit Parties and their Subsidiaries outside the ordinary course of business so long as the total fair market value for all such sales on and after the Closing Date on an aggregate basis does not at any time exceed thirty-three percent (33%) of Consolidated Net Worth; and

     (f) the sale of assets purchased in accordance with the Permitted Investment Policy as in effect on the date hereof.

SECTION 11.7. Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its capital stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock, or make any change in its capital structure that could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Credit Parties may pay dividends solely in shares of their own capital stock or other ownership interest (including dividends consisting of rights to purchase such capital stock or other ownership interest), (b) any Subsidiary may pay dividends or make distributions to the Credit Parties or any Wholly-Owned Subsidiary of the Credit Parties, (c) any Credit Party may pay dividends or make distributions to any other Credit Party and (d) as long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) the Credit Parties may declare and pay dividends on shares of their capital stock or other ownership interests, (ii) the Credit Parties or any Subsidiary may redeem shares of their capital stock or other ownership interest pursuant to a plan approved by the Board of Directors of the Credit Parties or such Subsidiary, as applicable and (iii) the Credit Parties or any Subsidiary may take any action otherwise prohibited by this Section 11.7.

SECTION 11.8. Transactions with Affiliates. Directly or indirectly enter into, or be a party to, any transaction with any of its Affiliates, except (i) on terms that are no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not its Affiliate, (ii) without limiting any other provision of this Agreement, in connection with any acquisition otherwise

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permitted pursuant to the terms of this Agreement or (iii) for transactions between Credit Parties or between Credit Parties and Subsidiaries of Credit Parties.

SECTION 11.9. Changes in Fiscal Year End. Change its Fiscal Year.

SECTION 11.10. Amendments; Payments and Prepayments of Material Debt and Subordinated Debt. Upon the occurrence and continuation of a Default or an Event of Default, amend or modify (or permit the modification or amendment of) in any manner materially adverse to the Lenders any of the terms or provisions of any Debt in excess of $25,000,000, including without limitation the Additional Debt Securities, if any, or any Subordinated Debt, or cancel or forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due) any Subordinated Debt.

ARTICLE XII DEFAULT AND REMEDIES

SECTION 12.1. Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or otherwise:

     (a) Default in Payment of Principal of Loans and Reimbursement Obligations. The Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

     (b) Other Payment Default. The Borrower shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation (other than any Obligation under any Hedging Agreement), and such default shall continue unremedied for three (3) Business Days.

     (c) Misrepresentation. Any representation or warranty made or deemed to be made by the Credit Parties or any of their Subsidiaries, if applicable, under this Agreement, any Loan Document or any amendment hereto or thereto, shall at any time prove to have been incorrect or misleading in any material respect when made or deemed made.

     (d) Default in Performance of Certain Covenants. Any of the Credit Parties shall default in the performance or observance of any covenant or agreement contained in Article X or XI of this Agreement.

     (e) Default in Performance of Other Covenants and Conditions. Any of the Credit Parties or any Subsidiary thereof, if applicable, shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for otherwise in this Section 12.1) or any other Loan Document and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Administrative Agent.

     (f) Hedging Agreement. Any termination payments in an amount greater than $35,000,000 shall be due by any Credit Party under any Hedging Agreement and such amount is not paid within thirty (30) Business Days of the due date thereof.

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     (g) Debt Cross-Default. Any of the Credit Parties or any of their Subsidiaries shall (i) default in the payment of principal or interest on any Debt (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Debt is in excess of $35,000,000, including, without limitation, the obligations under the Three-Year Credit Agreement, beyond the period of grace if any, provided in the instrument or agreement under which such Debt was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Debt (other than the Loans or any Reimbursement Obligation), including, without limitation, the obligations under the Three-Year Credit Agreement and any other documents executed in connection therewith, the aggregate outstanding amount of which Debt is in excess of $35,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Debt (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, any such Debt to become due prior to its stated maturity (any applicable grace period having expired).

     (h) Change in Control. Any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) shall obtain ownership or control in one or more series of transactions of more than thirty-three and one-third percent (33.33%) of the common stock or thirty-three and one-third percent (33.33%) of the voting power of any Credit Party entitled to vote in the election of members of the Board of Directors of such Credit Party or there shall have occurred under any indenture or other instrument evidencing any debt in excess of $35,000,000 any “change in control” (as defined in such indenture or other evidence of debt) obligating the Borrower to repurchase, redeem or repay all or any part of the debt or capital stock provided for therein (any such event, a “Change in Control”). Further, except as set forth in Section 11.5, Jones Apparel Group shall at all times own 100% of the capital stock of Jones Apparel Group Holdings and Jones Apparel Group Holdings shall at all times own 100% of the capital stock of the Borrower.

     (i) Voluntary Bankruptcy Proceeding. Any Credit Party or any Subsidiary thereof shall (i) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (ii) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

     (j) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and such case

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or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered.

     (k) [Reserved]

     (l) Termination Event. The occurrence of any of the following events: (i) the Borrower or any ERISA Affiliate fails to make full payment to an Employee Benefit Plan when due (after giving effect to any applicable grace period) of contributions in excess of $2,000,000, (ii) an accumulated funding deficiency in excess of $2,000,000 occurs or exists, whether or not waived, with respect to any Pension Plan or (iii) a Termination Event that could reasonably be expected to result in liability in excess of $5,000,000 to the Borrower or any ERISA Affiliate.

     (m) Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments to exceed $35,000,000 in any Fiscal Year shall be entered against any Credit Party or any Subsidiary thereof by any court and such judgment or order shall continue without discharge or stay for a period of thirty (30) days.

SECTION 12.2. Remedies. Upon the occurrence of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Credit Parties:

     (a) Acceleration; Termination of Facilities. Declare the principal of and interest on the Loans, the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (other than any Hedging Agreement) (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and all other Obligations (other than Obligations owing under any Hedging Agreement), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j) with respect to the Credit Parties, the Credit Facility shall be automatically terminated and all Obligations (other than obligations owing under any Hedging Agreement) shall automatically become due and payable.

     (b) Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, require the Borrower at such time to deposit or cause to be deposited in a cash collateral account opened by the Administrative Agent an amount equal to the Dollar Amount of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations. After all such Letters

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of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be promptly returned to the Borrower.

     (c) Rights of Collection. Exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Obligations.

SECTION 12.3. Rights and Remedies Cumulative; Non-Waiver; Etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the Loan Documents or that may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Credit Parties, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

ARTICLE XIII THE ADMINISTRATIVE AGENT

SECTION 13.1. Appointment. Each of the Lenders hereby irrevocably designates and appoints Wachovia as Administrative Agent of such Lender under this Agreement and the other Loan Documents for the term hereof and each such Lender irrevocably authorizes Wachovia as Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or such other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Loan Documents or otherwise exist against the Administrative Agent. Any reference to the Administrative Agent in this Article XIII shall be deemed to refer to the Administrative Agent solely in its capacity as Administrative Agent and not in its capacity as a Lender.

SECTION 13.2. Delegation of Duties. The Administrative Agent may execute any of its respective duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by the Administrative Agent with reasonable care.

SECTION 13.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in

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connection with this Agreement or the other Loan Documents (except for actions occasioned solely by its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any of its Subsidiaries or any officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or the other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any of its Subsidiaries to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries.

SECTION 13.4. Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the holder of any Revolving Credit Loan as the owner thereof for all purposes unless such Revolving Credit Loan shall have been transferred in accordance with Section 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, the Required Agreement Lenders or all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, the Required Agreement Lenders or all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

SECTION 13.5. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders, except to the extent that other provisions of this Agreement expressly require that any such action be taken or not be taken only with the consent and authorization or the request of the Lenders, the Required Agreement Lenders or Required Lenders, as applicable.

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SECTION 13.6. Non-Reliance on the Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

SECTION 13.7. Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such and (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the respective amounts of their Revolving Credit Commitment Percentage from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans or any Reimbursement Obligation) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent they result from the Administrative Agent’s bad faith, gross negligence or willful misconduct. The agreements in this Section 13.7 shall survive the payment of the Loans, any Reimbursement Obligation and all other amounts payable hereunder and the termination of this Agreement.

SECTION 13.8. The Administrative Agent in Its Individual Capacity. The Administrative Agent and its respective Subsidiaries and Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not an Administrative Agent hereunder. With respect to any Loans made or renewed by it and with respect to any Letter of Credit issued by it or participated in by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

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SECTION 13.9. Resignation of the Administrative Agent; Successor Administrative Agent. Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Credit Parties. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Credit Parties (so long as no Default or Event of Default has occurred and is continuing), to appoint a successor Administrative Agent, which successor shall have minimum capital and surplus of at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Required Lenders, been approved (so long as no Default or Event of Default has occurred and is continuing) by the Credit Parties or have accepted such appointment within thirty (30) days after the Administrative Agent’s giving of notice of resignation, then the Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent reasonably acceptable to the Credit Parties (so long as no Default or Event of Default has occurred and is continuing), which successor shall have minimum capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 13.9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

SECTION 13.10. Syndication and Documentation Agents. Each Syndication Agent in its capacity as Syndication Agent and each documentation agent in its capacity as documentation agent shall have no duties or responsibilities and no liabilities under this Agreement or any other Loan Document but shall be entitled, in such capacity, to the same protections afforded to the Administrative Agent under this Article XIII.

ARTICLE XIV MISCELLANEOUS

SECTION 14.1. Notices. (a) Method of Communication. Except as otherwise provided in this Agreement, all notices and communications hereunder shall be in writing, or by telephone subsequently confirmed in writing. Any notice shall be effective if delivered by hand delivery or sent via telecopy, recognized overnight courier service or certified mail, return receipt requested, and shall be presumed to be received by a party hereto (i) on the date of delivery if delivered by hand or sent by telecopy, (ii) on the next Business Day if sent by recognized overnight courier service and (iii) on the third (3^rd) Business Day following the date sent by certified mail, return receipt requested. A telephonic notice to the Administrative Agent as understood by the Administrative Agent will be deemed to be the controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice.

     (b) Addresses for Notices. Notices to any party shall be sent to it at the following addresses, or any other address as to which all the other parties are notified in writing.

If to the Credit Parties:

Jones Apparel Group, Inc.
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
Attention: Chief Financial Officer
Telephone No.: (215) 785-4000
Telecopy No.: (215) 785-1228

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If to Wachovia:

Wachovia Bank, National Association
Administrative Agent: One Wachovia Center, TW 4
301 South College Street
Charlotte, NC 28288-0608
Attention: Syndication Agency Services
Telephone No: 704-715-1353
Telecopy No: 704-383-0288

With copies to:

Wachovia Bank, National Association
Administrative Agent: One Wachovia Center, TW 5
301 South College Street
Charlotte, NC 28288-0760
Attention: Syndication Agency Management
Telephone No: 704-383-7190
Telecopy No: 704-383-7611

If to any Lender:

To the Address set forth on Schedule 1.1(a) hereto

     (c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and the Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed.

SECTION 14.2. Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (d) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, Administrative Agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding

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(whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney’s and consultant’s fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of any indemnified party.

SECTION 14.3. Set-off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon and after the occurrence of any Event of Default and during the continuance thereof, the Lenders and any assignee or participant of a Lender in accordance with Section 14.10 are hereby authorized by the Credit Parties at any time or from time to time, without notice to the Credit Parties or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Lenders, or any such assignee or participant to or for the credit or the account of the Borrower against and on account of the Obligations irrespective of whether or not (a) the Lenders shall have made any demand under this Agreement or any of the other Loan Documents or (b) the Administrative Agent shall have declared any or all of the Obligations to be due and payable as permitted by Section 12.2 and although such Obligations shall be contingent or unmatured.

SECTION 14.4. Governing Law. This Agreement, the Notes and the other Loan Documents, unless otherwise expressly set forth therein, shall be governed by, construed and enforced in accordance with the laws of the State of New York.

SECTION 14.5. Consent to Jurisdiction. Each of the parties hereto hereby irrevocably consents to the personal jurisdiction of the state and federal courts located in New York County, New York, in any action, claim or other proceeding arising out of any dispute in connection with this Agreement and the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations. Each of the parties hereto hereby irrevocably consents to the service of a summons and complaint and other process in any action, claim or proceeding brought by any other party hereto in connection with this Agreement or the other Loan Documents, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations, on behalf of itself or its property, in the manner specified in Section 14.1. Nothing in this Section 14.5 shall affect the right of any of the parties hereto to serve legal process in any other manner permitted by Applicable Law or affect the right of any of the parties hereto to bring any action or proceeding against any other party hereto or its properties in the courts of any other jurisdictions.

SECTION 14.6. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH CREDIT PARTY HEREBY ACKNOWLEDGE THEY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, CONNECTED WITH OR RELATING TO THE LOAN DOCUMENTS (“Dispute”) IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

SECTION 14.7. Reversal of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative

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Agent receives any payment or proceeds of the collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

SECTION 14.8. Injunctive Relief; Punitive Damages. (a) Each of the parties to this Agreement recognizes that, in the event such party fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the other parties hereto. Therefore, each of the parties hereto agrees that the other parties hereto, at such other party’s option, shall be entitled to pursue temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

     (b) The Administrative Agent, the Lenders and the Credit Parties (on behalf of themselves and their Subsidiaries) hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

SECTION 14.9. Accounting Matters. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance therewith.

SECTION 14.10. Successors and Assigns; Participations. (a) Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Administrative Agent and the Lenders, all future holders of the Notes, and their respective successors and permitted assigns, except that the Borrower shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender other than pursuant to Section 11.5.

     (b) Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of the Extensions of Credit (other than Competitive Bid Loans) at the time owing to it and the Revolving Credit Notes held by it); provided that:

     (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s Revolving Credit Commitment and all other

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rights and obligations under this Agreement (other than any right to make Competitive Bid Loans, Competitive Bid Loans owing to it and Competitive Bid Notes);

     (ii) if less than all of the assigning Lender’s Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $5,000,000;

     (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment;

     (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state;

     (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and

     (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender.

     Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent of the interest assigned in such assignment, be released from its obligations under this Agreement.

     (c) Rights and Duties upon Assignment. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as set forth in such Assignment and Acceptance.

     (d) Register. The Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it and record the names and addresses of the Lenders and the amount of the Extensions of Credit with respect to each Lender from time to time in the Register.

     No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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     (e) Issuance of New Revolving Credit Notes. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with any Revolving Credit Note or Revolving Credit Notes if any have been issued pursuant to this Agreement, subject to such assignment and the written consent to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is substantially in the form of Exhibit G:

     (i) accept such Assignment and Acceptance;

     (ii) record the information contained therein in the Register;

     (iii) give prompt notice thereof to the Lenders and the Borrower, on behalf of itself and the other Credit Parties; and

     (iv) promptly deliver a copy of such Assignment and Acceptance to the Borrower.

     Within ten (10) Business Days after receipt of notice, if requested by the Eligible Assignee the Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Revolving Credit Note or Revolving Credit Notes, a new Revolving Credit Note or Revolving Credit Notes to the order of such Eligible Assignee in amounts equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and a new Revolving Credit Note or Revolving Credit Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Credit Note or Revolving Credit Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Revolving Credit Notes delivered to the assigning Lender. Each surrendered Revolving Credit Note or Revolving Credit Notes shall be canceled and returned to the Borrower.

     (f) Participations. Each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Extensions of Credit and the Notes held by it); provided that:

     (i) each such participation shall be in an amount not less than $5,000,000;

     (ii) such Lender’s obligations under this Agreement (including, without limitation, its Revolving Credit Commitment) shall remain unchanged;

     (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

     (iv) the Credit Parties, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement;

     (v) such Lender shall not permit such participant the right to approve any waivers, amendments or other modifications to this Agreement or any other Loan Document other than waivers, amendments or modifications which would reduce the

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principal of or the interest rate on any Revolving Credit Loan or Reimbursement Obligation, extend the term or increase the amount of the Revolving Credit Commitment, reduce the amount of any fees to which such participant is entitled, or extend any scheduled payment date for principal, interest or fees of any Revolving Credit Loan, except as expressly contemplated hereby or thereby; and

     (vi) any such disposition shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky law of any state.

     (g) Disclosure of Information; Confidentiality. Each of the Administrative Agent, the Issuing Lenders and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors and representatives (collectively, “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Credit Parties, (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent, the Issuing Lenders or any Lender on a nonconfidential basis from a source other than the Credit Parties or (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Credit Parties’ prior review and approval, which shall not be unreasonably withheld or delayed. For the purposes of this Section, “Information” means all information received from the Credit Parties or any of their Subsidiaries relating to the Credit Parties or their business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Credit Parties; provided that, in the case of information received from the Credit Parties after the Closing Date (other than certificates or other information specifically required by the terms of this Agreement), such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

     (h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle organized for the specific purpose of making or acquiring participations or investing in loans of the type made pursuant to this Agreement (a “SPC”), correctly identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Extension of Credit that such Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Extension of Credit

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and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Extension of Credit, the Granting Lender shall be obligated to make such Extension of Credit pursuant to the terms hereof. The making of an Extension of Credit by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Extension of Credit were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this clause, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interest in any Extension of Credit to the Granting Lender or to any financial institution (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Extensions of Credit and (ii) disclose on a confidential basis any non-public information relating to Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This clause may not be amended without the written consent of each SPC.

     (i) Certain Pledges or Assignments. Nothing herein shall prohibit any Lender from pledging or assigning any Note to any Federal Reserve Bank in accordance with Applicable Law.

SECTION 14.11. Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Three-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:

     (a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically

70

permitted or contemplated in this Agreement) of any of the Credit Parties’ rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and

     (b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.

71

SECTION 14.12. Performance of Duties. The Credit Parties’ obligations under this Agreement and each of the Loan Documents shall be performed by the Credit Parties at their sole cost and expense.

SECTION 14.13. All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied or the Credit Facility has not been terminated.

SECTION 14.14. Survival of Indemnities. Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XIV and any other provision of this Agreement and the Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

SECTION 14.15. Titles and Captions. Titles and captions of Articles, Sections and subsections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

SECTION 14.16. Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 14.17. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 14.18. Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than obligations owing by any Credit Party to any Lender or Affiliate of a Lender or the Administrative Agent under any Hedging Agreement) shall have been indefeasibly and irrevocably paid and satisfied in full. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination.

SECTION 14.19. Inconsistencies with Other Documents; Independent Effect of Covenants. (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control.

     (b) The Borrower expressly acknowledges and agrees that each covenant contained in Article IX, X, or XI hereof shall be given independent effect.

SECTION 14.20. Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each

72

borrower, guarantor or grantor (the “Loan Parties”), which information includes the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act.

SECTION 14.21. Ratings of Loans. Each Lender hereby agrees that nothing in this agreement shall require or imply that the Loans shall be required to be rated by any nationally recognized securities rating organization.

SECTION 14.22. Consent Under Three Year Credit Agreement. Each Lender hereunder that is also a lender under the Three-Year Credit Agreement, by execution of this Agreement, hereby (i) agrees that each reference in the Three-Year Credit Agreement to the “Five-Year Credit Agreement” shall mean a reference to this Agreement and (ii) consents to the execution and delivery of this Agreement by the Credit Parties and the performance of their respective obligations hereunder pursuant to Section 14.11 of the Three-Year Credit Agreement.

[Signature pages to follow]

73

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their authorized officers, all as of the day and year first written above.

JONES APPAREL GROUP USA, INC., as Borrower
By:	/s/ Ira M. Dansky
	Name:	Ira M. Dansky
	Title:	Secretary
JONES APPAREL GROUP, INC., as Additional Obligor
By:	/s/ Ira M. Dansky
	Name:	Ira M. Dansky
	Title:	Exec. V.P., General Counsel and Secretary
JONES APPAREL GROUP HOLDINGS, INC., as Additional Obligor
By:	/s/ Ira M. Dansky
	Name:	Ira M. Dansky
	Title:	President
KASPER, LTD., as Additional Obligor
By:	/s/ Efthimios P. Sotos
	Name:	Efthimios P. Sotos
	Title:	Vice President
NINE WEST FOOTWEAR CORPORATION, as Additional Obligor
By:	/s/ Ira M. Dansky
	Name:	Ira M. Dansky
	Title:	Executive Vice President and Secretary

74

WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender and Lender
By:	/s/ Kimberly A. Quinn
	Name:	Kimberly A. Quinn
	Title:	Director
CITIBANK, N.A., as Issuing Lender and Lender
By:	/s/ Judith Green
	Name:	Judith Green
	Title:	Vice President
JPMORGAN CHASE BANK, as Issuing Lender and Lender
By:	/s/ James A. Knight
	Name:	James A. Knight
	Title:	Vice President
BANK OF AMERICA, N.A., as Issuing Lender and Lender
By:	/s/ Douglas J. Bolt
	Name:	Douglas J. Bolt
	Title:	Vice President
BARCLAYS BANK PLC as Lender
By:	/s/ John Giannone
	Name:	John Giannone
	Title:	Director
SUNTRUST BANK as Lender
By:	/s/ Patrick M. Stevens
	Name:	Patrick M. Stevens
	Title:	Vice President
THE BANK OF NOVA SCOTIA as Lender
By:	/s/ Todd S. Meller
	Name:	Todd S. Meller
	Title:	Managing Director

75

THE ROYAL BANK OF SCOTLAND PLC as Lender
By:	/s/ Jayne Seaford
	Name:	Jayne Seaford
	Title:	Senior Vice President
UFJ BANK as Lender
By:	/s/ John T. Feeney
	Name:	John T. Feeney
	Title:	Vice President
THE BANK OF NEW YORK as Lender
By:	/s/ Roger Grossman
	Name:	Roger Grossman
	Title:	Vice President
MIZUHO CORPORATE BANK, LTD. as Lender
By:	/s/ Greg Botshon
	Name:	Greg Botshon
	Title:	SVP and Team Leader
NORINCHUKIN BANK as Lender
By:	/s/ Masanori Shoji
	Name:	Masanori Shoji
	Title:	Joint General Manager
STANDARD CHARTERED BANK as Lender
By:	/s/ Alan Babcock
	Name:	Alan Babcock
	Title:	Senior Vice President
By:	/s/ Robert K. Reddington
	Name:	Robert K. Reddington
	Title:	AVP/Credit Documentation
SUMITOMO MITSUI BANKING CORPORATION as Lender
By:	/s/ Edward McColly
	Name:	Edward McColly
	Title:	VP, Department Head

76

U.S. BANK NATIONAL ASSOCIATION as Lender
By:	/s/ Jennifer Thurston
	Name:	Jennifer Thurston
	Title:	AVP
UNION BANK OF CALIFORNIA, N.A. as Lender
By:	/s/ Theresa L. Rocha
	Name:	Theresa L. Rocha
	Title:	Vice President
CHIAO TUNG BANK CO., LTD. as Lender
By:	/s/ Kuang-Hua Wei
	Name:	Kuang-Hua Wei
	Title:	SVP & General Manager
BANK OF CHINA as Lender
By:	/s/ William W. Smith
	Name:	William W. Smith
	Title:	Deputy General Manager
BANCO BILBAO VIZCAYA ARGENTARIA as Lender
By:	/s/ Hector O. Villegas
	Name:	Hector O. Villegas
	Title:	Vice President, Global Corporate Banking
By:	/s/ John Martini
	Name:	John Martini
	Title:	Vice President, Corporate Banking
BEAR STEARNS CORPORATE LENDING as Lender
By:	/s/ Victor Bulzacchelli
	Name:	Victor Bulzacchelli
	Title:	Vice President
CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH as Lender
By:	/s/ Ming-Hsien Lin
	Name:	Ming-Hsien Lin
	Title:	SVP & General Manager

77

E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH as Lender
By:	/s/ Benjamin Lin
	Name:	Benjamin Lin
	Title:	EVP and General Manager
MALAYAN BANKING BERHAD as Lender
By:	/s/ Wan Fadzmi Othman
	Name:	Wan Fadzmi Othman
	Title:	General Manager
PNC BANK as Lender
By:	/s/ Denise D. Killen
	Name:	Denise D. Killen
	Title:	Vice President
UNICREDITO ITALIANO as Lender
By:	/s/ Salyed A. Abbas
	Name:	Salyed A. Abbas
	Title:	Vice President
By:	/s/ Luciano Cenedese
	Name:	Luciano Cenedese
	Title:	First Vice President
FIRST COMMERCIAL BANK, NEW YORK AGENCY, as Lender
By:	/s/ Bruce M.J. Ju
	Name:	Bruce M.J. Ju
	Title:	VP & GM

78

Schedule 1.1(a)
(Lenders and Revolving Credit Commitments)

	COMMITMENT
LENDER	PERCENTAGE		COMMITMENT
Citibank, N.A.		8.60%	$	86,042,000
2 Penns Way, Suite 200 New Castle, DE 19720 Attn: Laura D. Quashne T: 302-894-6058 F: 302-894-6120
JPMorgan Chase Bank		8.60%	$	86,042,000
1411 Broadway, 5th Floor New York, NY 10018 Attn: Caridad Tio T: 212-391-2711 F: 212-391-7283
Bank of America, N.A.		8.60%	$	86,041,500
101 N. Tyron Street, NC1-001-15-03 Charlotte, NC 28255 Attn: Jason Petrea T: 704-386-3781 F: 704-409-0056
Barclays Bank PLC		8.60%	$	86,041,500
200 Park Avenue New York, NY 10166 Attn: John Giannone
SunTrust Bank		8.60%	$	86,041,500
303 Peachtree Street, N.E. Atlanta, GA 30308 Attn: Don Besch T: 404 575-2649 F: 404 575-2594
Wachovia Bank, National Association		8.60%	$	86,0410,500
201 South College Street, CP-23 Charlotte, North Carolina 28202 Attn : Syndication Agency Services T: 704 374-2698 F: 704 383-0288
The Bank of Nova Scotia		5.00%	$	50,000,000
One Liberty Plaza, Floor 24 New York, NY 10006 Attn: Victor Chevallier T: 212 225-5064 F: 212 225-5145

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
The Royal Bank of Scotland plc		5.00	%	$	50,000,000
101 Park Avenue New York, NY 10178 Attn: Juanita Baird T: 212 401-1420 F: 212 401-1336
UFJ Bank Limited, New York Branch		5.00	%	$	50,000,000
55 East 52nd Street New York, NY 10055 Attn: Martin Chin T: 212 339-6392 F: 212 754-2368
The Bank of New York		3.50	%	$	35,000,000
One Wall Street New York, NY 10286 Attn: Laina Chan T: 212-635-6720 F: 212-635-6397
Mizuho Corporate Bank, Ltd.		2.50	%	$	25,000,000
1800 Plaza Ten Jersey City, NJ 07311 Attn: Nicole Ferraro T: 201 626-9341 F: 201 626-9913
The Norinchukin Bank, New York Branch		2.50	%	$	25,000,000
245 Park Avenue, 29th Floor New York, NY 10167 Attn: Jing Li T: 212 949-10167 F: 212 808-4188
Standard Chartered		2.50	%	$	25,000,000
One Madison Avenue New York, NY 10010 Attn: Vicky T: 212 667-0203 F: 212 667-0287
Sumitomo Mitsui Banking Corporation		2.50	%	$	25,000,000
277 Park Avenue New York, NY 10172 Attn: Tracy Watson T: 212 224-4393 F: 212 224-5197
U.S. Bank National Association		2.50	%	$	25,000,000
One U.S. Bank Plaza St. Louis, MO 63166 Attn: Jennifer Thurston

2

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
Union Bank of California		2.50	%	$	25,000,000
601 Potrero Grande Drive Monterey Park, CA 91754 Attn: Hisako Sakamoto T: 323 720-6181 F: 323 278-6173
Chiao Tung Bank Co., Ltd. New York Agency		2.00	%	$	20,000,000
One World Financial Center 200 Liberty Street, 30th Floor New York, NY 10281 Attn: Anne Y. Lu T: 212 285-0666 ext. 233 F: 212 285-2922
Bank of China, New York Branch		1.50	%	$	15,000,000
410 Madison Avenue New York, NY 10017 Attn: Elaine Ho T: 212 935-3101 ext 281 F: 646 840-1796
Banco Bilbao Vizcaya Argentaria		1.50	%	$	15,000,000
1345 Avenue of the Americas, 45th Floor New York, NY 10105 Attn: Hector Villegas T: 212 728-1513 F: 212 333-2904
Bear Stearns Corporate Lending Inc.		1.50	%	$	15,000,000
383 Madison Avenue, 8th Floor New York, NY 10179 Attn: Gloria Dombrowski T: 212-272-6043 F: 212-272-4844
Chang Hwa Commercial Bank, Ltd,		1.50	%	$	15,000,000
New York Branch 685 Third Avenue, 29th Floor New York, NY 10017 Attn: Sarah Lim T: 212 651-9770 ext. 31 F: 212 651-9785
E.Sun Commercial Bank, Ltd., Los Angeles Branch		1.50	%	$	15,000,000
17700 Castleton Street, Suite 500 City of Industry, CA 91748 Attn: Shinghorng Lin F: 626 810-2400 x. 228 F: 626 839-5531

3

	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
Malayan Banking Berhad		1.50	%	$	15,000,000
400 Park Avenue, 9th Floor New York, NY 10022 Attn: Azahari Khalid T: 212 303-1348 F: 212 308-0109
PNC Bank, National Association		1.50	%	$	15,000,000
500 First Avenue Pittsburgh, PA 15219 Attn: Marc Accamando T: 412 768-7647 F: 412 768-4586
Unicredito Italiano		1.50	%	$	15,000,000
430 Park Avenue, 9th Floor New York, NY 10022 Attn: Dan Tausek T: 212 546-9614 F: 212 826-8623
First Commercial Bank, New York Agency		0.88	%	$	8,750,000
750 Third Avenue, 34th Floor New York, NY 10017 Attn: Yating Hwang T: 212-599-6868 F: 212-599-6133
Total:		100	%	$	1,000,000,000

4

Schedule 1.1 (b)

	Wachovia Bank, N.A.	Page: 1
	Outstanding Summary Report	Date: 04/30/2004
	For Applicant: NINE WEST

Applicant Name: NINE WEST GROUP INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
I167394K	NINENW0042CW667	HNK	IMLC	FULL FUTURE CO., LTD.	TW	02/20/2004	04/26/2004		720.00	USD
I167403K	NINENW0051DA101	HNK	IMLC	SOUTH SERVICE TRADING S/A	BR	02/20/2004	05/05/2004		66,445.20	USD
I167408K	NINENW0056CW675	HNK	IMLC	KENFIELD INVESTMENT S/A	UY	02/26/2004	05/05/2004		106,880.10	USD
I167410K	NINENW0058CW681	HNK	IMLC	KING KONG LEATHERWARE LTD.	HK	02/26/2004	04/27/2004		25,575.00	USD
I167413K	NINENW0062DA112	HNK	IMLC	CENTROPE INDUSTRIA DE CALCADOS LTD	BR	03/12/2004	05/21/2004		93,967.50	USD
I167415K	NINENW0064DA89	HNK	IMLC	GOLDEN MATE INTERNATIONAL CORP.	TW	03/10/2004	05/25/2004		32,700.00	USD
I167416K	NINENW0065DA105	HNK	IMLC	PUIBRIGHT INVESTMENTS LIMITED	HK	03/10/2004	05/25/2004		67,750.50	USD
I167417K	NINENW0066DA104	HNK	IMLC	PUIBRIGHT INVESTMENTS LIMITED	HK	03/10/2004	05/29/2004		11,441.85	USD
I167418K	NINENW0067CW666	HNK	IMLC	FULL FUTURE CO., LTD.	TW	03/10/2004	05/24/2004		9,648.00	USD
I167420K	NINENW0069CW683	HNK	IMLC	SINOWEST TRADING, LTD.	HK	03/17/2004	05/17/2004		94,149.00	USD
I167421K	NINENW0070CW684	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	03/17/2004	05/02/2004		45,181.95	USD
I167422K	NINENW0071DA114	HNK	IMLC	GOLDEN MATE INTERNATIONAL CORP.	TW	03/17/2004	06/06/2004		60,018.75	USD
I167423K	NINENW0072DA115	HNK	IMLC	PRESTIGE FOOTWEAR CO. LTD.	TW	03/17/2004	06/05/2004		146,237.40	USD
I167427K	NINENW0077DA116	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	03/25/2004	06/05/2004		30,833.25	USD
I167428K	NINENW0078DA117	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	03/25/2004	05/16/2004		18,228.00	USD
I167429K	NINENW0079CW693	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	04/02/2004	05/08/2004		39,110.40	USD
I167431K	NINENW0081CW695	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	04/13/2004	06/02/2004		25,798.50	USD
I167432K	NINENW0082CW696	HNK	IMLC	JYE DEAN INDUSTRIAL CO. LTD.	TW	04/13/2004	06/04/2004		28,699.50	USD
I167433K	NINENW0083CW697	HNK	IMLC	DEBORBA CALCADOS LTDA	BR	04/13/2004	06/02/2004		50,400.00	USD
I167434K	NINENW0084CW698	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	04/13/2004	06/09/2004		26,040.00	USD
I167435K	NINENW0085CW699	HNK	IMLC	CALCADOS LILIANA LTDA	BR	04/13/2004	05/31/2004		60,000.00	USD
I167436K	NINENW0086CW701	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	04/14/2004	06/07/2004		120,990.30	USD
I167437K	NINENW0087DA118	HNK	IMLC	CALZATURIFICIO DARDI SRL	IT	04/14/2004	06/09/2004		29,667.00	USD
I167438K	NINENW0088DA119	HNK	IMLC	DEBORBA CALCADOS LTDA	BR	04/14/2004	06/05/2004		11,880.00	USD
I167439K	NINENW0089DA120	HNK	IMLC	DAIBY S/A	BR	04/14/2004	05/26/2004		14,512.50	USD
I167440K	NINENW0090DDA121	HNK	IMLC	CALZATURIFICIO VENEZIA	IT	04/14/2004	06/10/2004		24,930.00	USD
I167441K	NINENW0091DA110	HNK	IMLC	OVERLAND TRADING S/A	BR	04/23/2004	06/22/2004		130,698.00	USD
I167442K	NINENW0092DA124	HNK	IMLC	PUIBRIGHT INVESTMENTS LIMITED	HK	04/23/2004	06/03/2004		16,140.00	USD
I167443K	NINENW0093DA125	HNK	IMLC	OVERLAND TRADING S/A	BR	04/23/2004	06/05/2004		22,680.00	USD
I167444K	NINENW0094CW700	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	04/23/2004	07/03/2004		129,234.00	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: NINE WEST
Page: 2

Date: 04/30/2004

Applicant Name: NINE WEST GROUP INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
I167445K	NINENW0095JL169	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/23/2004	06/22/2004		16,906.50	USD
I167446K	NINENW0096CW685	HNK	IMLC	SAB JIE MEI IMP/EXP CO. LTD.	C2	04/30/2004	07/05/2004		36,750.00	USD
I167447K	NINENW0099CW702	HNK	IMLC	GET EVER INTERNATIONAL LTD.	TW	04/30/2004	07/10/2004		24,030.00	USD
I167448K	NINENW0100CW705	HNK	IMLC	DRIPSTONE FEDERAL S.A.	UY	04/30/2004	06/16/2004		40,500.00	USD
I167449K	NINENWO101CW706	HNK	IMLC	CALCADOS LILIANA LTDA	BR	04/30/2004	05/28/2004		20,641.20	USD
I336000K	NINENW0102CW707	HNK	IMLC	KING KONG LEATHERWARE LTD.	HK	04/30/2004	05/21/2004		15,080.00	USD
I336001K	NINENW0103JL170	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/30/2004	06/16/2004		42,273.00	USD
I336002K	NINENW0104JL171	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/30/2004	06/22/2004		5,460.00	USD
I336003K	NINENW0105JL173	HNK	IMLC	YEN SHENG FACTORY LTD.	HK	04/30/2004	06/08/2004		25,381.80	USD
I336004K	NINENW0106DA123	HNK	IMLC	PUIBRIGHT INVESTMENTS LIMITED	HK	04/30/2004	07/10/2004		6,652.80	USD
I336005K	NINENWO107DA127	HNK	IMLC	LA TACHE INTERNATIONAL LIMITED	HK	04/30/2004	07/05/2004		9,792.90	USD
						Appl Name Total:			1,784,024.90
						Total:			1,784,024.90
BA/ACCPT Summary:
						Total:

*** END OF OUTSTANDING SUMMARY REPORT

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 1

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

						Opening	Expiry	L/C Equiv
L/C Bank Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
328338	JONE2623D08098	HNK	IMLC	KEN TRADING	JP	11/03/2003	04/20/2004		62,785.54	USD
328407	JONE2699BLANKET	HNK	IMLC	DOOLIM CORPORATION	KR	11/13/2003	05/11/2004		4,721.64	USD
328408	JONE2700BLANKET	HNK	IMLC	DOOLIM CORPORATION	KR	11/13/2003	05/21/2004		525,000.00	USD
328409	JONE2701BLANKET	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	11/13/2003	05/21/2004		525,000.00	USD
328410	JONE2702BLANKET	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	11/13/2003	05/21/2004		525,000.00	USD
328411	JONE2703BLANKET	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	11/13/2003	05/21/2004		525,000.00	USD
328412	JONE2704BLANKET	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	11/13/2003	05/21/2004		525,000.00	USD
328416	JONE2708BLANKET	HNK	IMLC	POONGIN TRADING CO., LTD.	KR	11/13/2003	05/01/2004		83,292.06	USD
328418	JONE2710BLANKET	HNK	IMLC	POONGIN TRADING CO., LTD.	KR	11/13/2003	05/01/2004		45,345.07	USD
328421	JONE2713BLANKET	HNK	IMLC	POONGIN TRADING CO., LTD.	KR	11/13/2003	05/21/2004		525,000.00	USD
328427	JONE2719BLANKET	HNK	IMLC	POONGIN TRADING CO., LTD.	KR	11/13/2003	04/20/2004		23,310.01	USD
328431	JONE2723BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328432	JONE2724BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328433	JONE2725BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/11/2004		53,509.34	USD
328434	JONE2726BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328435	JONE2727BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328436	JONE2728BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/01/2004		113,348.07	USD
328438	JONE2730BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328439	JONE2731BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/26/2004		29,985.25	USD
328440	JONE2732BLANET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	06/05/2004		525,000.00	USD
328441	JONE2733BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328442	JONE2734BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328443	JONE2735BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328444	JONE2736BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328445	JONE2737BLANKET	HNK	IMLC	SAMKWANG APPAREL CORP	KR	11/13/2003	05/21/2004		525,000.00	USD
328459	JONE2752BLANKETT	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328460	JONE2753BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328461	JONE2754BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328462	JONE2755BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328463	JONE2756BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 2

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
328464	JONE2757BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328465	JONE2758BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328466	JONE2759BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328467	JONE2760BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328468	JONE2761BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328469	JONE2762BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328470	JONE2763BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328471	JONE2764BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328472	JONE2765BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328473	JONE2766BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328474	JONE2767BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328475	JONE2768BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328476	JONE2769BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328477	JONE2770BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328478	JONE2771BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328479	JONE2772BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328480	JONE2773BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328481	JONE2774BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328482	JONE2775BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328483	JONE2776BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328484	JONE2777BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328485	JONE2778BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328486	JONE2779BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328487	JONE2780BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328488	JONE2781BLANKET	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328502	JONE2794BLANKET	HNK	IMLC	BAIK KYUNG IND., CO., LTD.	KR	11/18/2003	06/05/2004		2,335.40	USD
328503	JONE2795BLANKET	HNK	IMLC	BAIK KYUNG IND., CO., LTD.	KR	11/18/2003	05/21/2004		58,939.17	USD
328504	JONE2796BLANKBT	HNK	IMLC	BAIK KYUNG IND., CO., LTD.	KR	11/18/2003	06/04/2004		127,361.36	USD
328505	JONE2797BLANKET	HNK	IMLC	BAIK KYUNG IND., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328506	JONE2798BLANKET	HNK	IMLC	BAIK KYUNG IND., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 3

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

						Opening	Expiry	L/C Equiv
L/C Bank Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
328507	JONE2799BLANKET	HNK	IMLC	BAIK KYUNG IND., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328508	JONE2800BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328509	JONE2801BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328510	JONE2802BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328511	JONE2803BLANKET	HNK	IMLC	BAIK KYUNG IND., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328512	JONE2804BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328513	JONE2805BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328514	JONE2806BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328515	JONE2807BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328516	JONE2808BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328517	JONE2809BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328518	JONE2810BLANKET	HNK	IMLC	BAIK KYUNG END., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328519	JONE2811BLANKET	HNK	IMLC	BAIK KYUNG IND., CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328521	JONE2813BLANKET	HNK	IMLC	TAEBONG TONGSANG CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328522	JONE2814BLANKET	HNK	IMLC	TAEBONG TONGSANG CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328523	JONE2815BLANKET	HNK	IMLC	TAEBONG TONGSANG CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328524	JONE2816BLANKET	HNK	IMLC	TAEBONG TONGSANG CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328525	JONE2817BLANKET	HNK	IMLC	TAEBONG TONGSANG CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328526	JONE2818BLANKET	HNK	IMLC	TAEBONG TONGSANG CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328527	JONE2819BLANKET	HNK	IMLC	WOOIN INDUSTRIES LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328528	JONE2820BLANKET	HNK	IMLC	WOOIN INDUSTRIES LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328531	JONE2823BLANKET	HNK	IMLC	WOOIN INDUSTRIES LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328534	JONE2826BLANKET	HNK	IMLC	WOOIN INDUSTRIES LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328535	JONE2827BLANKET	HNK	IMLC	WOOIN INDUSTRIES LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
328540	JONE2832BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD
328541	JONE2833BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD
328542	JONE2834BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD
328543	JONE2835BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD
328544	JONE2836BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD
328545	JONE2837BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 4

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
328546	JONE2838BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD
328547	JONE2839BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD
328548	JONE2840BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD
328549	JONE2841BLANKET	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	11/18/2003	05/21/2004		525,000.00	USD
329802	JONE2844BLANKET	HNK	IMLC	FTN CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329807	JONE2849BLANKET	HNK	IMLC	FTN CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329809	JONE2851BLANKET	HNK	IMLC	FTN CO., LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329811	JONE2853BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/01/2004		109,046.12	USD
329812	JONE2854BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/08/2004		894.93	USD
329813	JONE2855BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/08/2004		3,078.24	USD
329814	JONE2856BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	04/24/2004		509.73	USD
329815	JONE2857BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/02/2004		2,008.45	USD
329816	JONE2858BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329817	JONE2859BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329818	JONE2860BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329819	JONE2861BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329820	JONE2862BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/08/2004		10,426.65	USD
329821	JONE2863BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	06/26/2004		194,138.10	USD
329822	JONE2864BLANKET	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329823	JONE2865BLANKETS	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329824	JONE2866BLANKETS	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329825	JONE2867BLANKETS	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329826	JONE2868BLANKETS	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329827	JONE2869BLANKETS	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329828	JONE2870BLANKETS	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
329829	JONE2871BLANKETS	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	11/18/2003	05/21/2004		525,000.00	USD
330030	JONE2655BLANKET	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	12/16/2003	04/30/2004		23,054.59	USD
330060	JONE2685D08215	HNK	IMLC	KEN TRADING	JP	12/17/2003	05/15/2004		412,788.08	USD
330109	JONE2736CALIOPA-	HNK	IMLC	NOVA CALIOPA	BG	12/22/2003	05/15/2004		133,875.00	USD
330119	JONE2746KJ1376	HNK	IMLC	TAI KEI KNITTERS LIMITED	HK	12/23/2003	04/28/2004		412,211.06	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 5

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
330165	JONE0002BLANKET	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	01/06/2004	04/23/2004		66,856.74	USD
330210	JONE0051WLC322EC	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	01/14/2004	05/17/2004		9,732.78	USD
330250	JONE0094D08234	HNK	IMLC	TESSIL GROSSO S.R.L.	IT	01/21/2004	04/25/2004		12,013.65	USD
330254	JONE0098KDD121R1	HNK	IMLC	SLITHER LTD.	HK	01/21/2004	04/25/2004		87,181.00	USD
330258	JONE0104D08280	HNK	IMLC	MITSUI AND CO. LTD.	JP	01/23/2004	06/09/2004		351,835.50	USD
330267	JONE0113MA00327	HNK	IMLC	LANIFICIO DI MAZZONE S.A.S.	IT	01/28/2004	04/23/2004		18,502.59	USD
331112	JONE0158WLC341EC	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	01/30/2004	05/13/2004		31,238.85	USD
331117	JONE0163SK0128A	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	01/30/2004	05/08/2004		9,200.34	USD
331119	JONE01652MK128K	HNK	IMLC	SAMKWANG APPAREL CORP	KR	01/30/2004	04/20/2004		37,033.20	USD
331126	JONE0172MA00363	HNK	IMLC	BTD TEKSTIL LTD	TR	02/03/2004	05/20/2004		128,825.11	USD
331129	JONE0175WLC333EC	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	02/03/2004	05/11/2004		267,382.39	USD
331134	JONE0181KJ1380	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	02/04/2004	04/28/2004		382,140.81	USD
331135	JONE0182KJ1383R1	HNK	IMLC	TAI KEI KNITTERS LIMITED	HK	02/04/2004	04/28/2004		225,499.45	USD
331139	JONE0189BLANKET	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/05/2004	07/29/2004		85,820.22	USD
331140	JONE0190BLANKET	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/05/2004	05/14/2004		12,610.33	USD
331141	JONE0191BLANKET	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/05/2004	07/24/2004		165,671.81	USD
331142	JONE0192JG3251	HNK	IMLC	SAVERIO INTERNATIONAL LIMITED	HK	02/05/2004	04/22/2004		197,174.60	USD
331148	JONE0198WLC347JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	02/05/2004	04/20/2004		281,198.40	USD
331149	JONE0199SK0202B	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	02/05/2004	05/04/2004		321,148.09	USD
331150	JONE0200SK0202A	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	02/05/2004	05/01/2004		121,693.84	USD
331160	JONE0212JG4019	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	02/10/2004	04/29/2004		605,845.89	USD
331166	JONE0218WLC338EC	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	02/10/2004	04/20/2004		163,903.29	USD
331167	JONE0219WLC349JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	02/10/2004	04/20/2004		300,337.43	USD
331168	JONE0220WLC348JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	02/10/2004	04/20/2004		387,859.58	USD
331169	JONE0221MFS06	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	02/10/2004	05/10/2004		416,367.67	USD
331171	JONE0223KR013004	HNK	IMLC	JIN YOUNG INDUSTRIAL CO. LTD.	KR	02/10/2004	05/08/2004		28,524.70	USD
331179	JONE0232MA00365	HNK	IMLC	TAECHANG ENTERPRISE CO., LTD.	KR	02/12/2004	05/22/2004		56,728.48	USD
331182	JONE0236JG4078	HNK	IMLC	MONTHON LTD.	TH	02/12/2004	04/23/2004		182,016.05	USD
331189	JONE0243WLC352JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	02/12/2004	04/20/2004		390,804.76	USD
331194	JONE0248BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 6

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
331195	JONE0249BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD
331196	JONE0250BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD
331197	JONE0251BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD
331198	JONE0252BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD
331199	JONE0253BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD
331200	JONE0254BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD
331201	JONE0255BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD
331202	JONE0256BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD
331203	JONE0257BLANKET	HNK	IMLC	LAIENT CORPORATION	KR	02/18/2004	08/31/2004		525,000.00	USD
331204	JONE0258BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331205	JONE0259BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331206	JONE0260BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331207	JONE0261BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331208	JONE0262BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331209	JONE0263BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331210	JONE0264BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331211	JONE0265BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331212	JONE0266BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331213	JONE0267BLANKET	HNK	IMLC	INSUNG MULSAN	KR	02/18/2004	08/31/2004		525,000.00	USD
331217	JONE0272JG4018	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	02/13/2004	04/20/2004		705,046.81	USD
331223	JONE02782MK128L	HNK	IMLC	JUNIL CO., LTD.	KR	02/13/2004	04/20/2004		77,011.15	USD
331225	JONE0280BLANKET	HNK	IMLC	GLOBAL SOURCING COMPANY	KR	02/18/2004	08/31/2004		525,000.00	USD
331226	JONE0281BLANKET	HNK	IMLC	GLOBAL SOURCING COMPANY	KR	02/18/2004	08/31/2004		525,000.00	USD
331227	JONE0282BLANKET	HNK	IMLC	GLOBAL SOURCING COMPANY	KR	02/18/2004	08/31/2004		525,000.00	USD
331228	JONE0283BLANKET	HNK	IMLC	GLOBAL SOURCING COMPANY	KR	02/18/2004	08/31/2004		525,000.00	USD
331229	JONE0284BLANKET	HNK	IMLC	GLOBAL SOURCING LIMITED	KR	02/18/2004	08/31/2004		525,000.00	USD
331230	JONE0285BLANKET	HNK	IMLC	GLOBAL SOURCING LIMITED	KR	02/18/2004	08/31/2004		525,000.00	USD
331231	JONE0286BLANKET	HNK	IMLC	GLOBAL SOURCING LIMITED	KR	02/18/2004	08/31/2004		525,000.00	USD
331232	JONE0287BLANKET	HNK	IMLC	GLOBAL SOURCING LIMITED	KR	02/18/2004	08/31/2004		525,000.00	USD
331233	JONE0288BLANKET	HNK	IMLC	GLOBAL SOURCING LIMITED	KR	02/18/2004	08/31/2004		525,000.00	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 7

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
331234	JONE0289BLANKET	HNK	IMLC	GLOBAL SOURCING LIMITED	KR	02/18/2004	08/31/2004		525,000.00	USD
331236	JONE0291E03452	HNK	IMLC	SUNG AN SYNTHETICS CO., LTD.	KR	02/18/2004	07/22/2004		1,458,623.26	USD
331243	JONE0298JG4083	HNK	IMLC	THAI GARMENT EXPORT CO., LTD.	TH	02/18/2004	05/07/2004		131,091.92	USD
331247	JONE0302WLC353JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD.	HK	02/18/2004	04/20/2004		305,748.79	USD
331249	JONE0304WLC354JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD.	HK	02/18/2004	04/20/2004		607,852.04	USD
331256	JONE0315BLANKET	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/24/2004	04/25/2004		51,922.50	USD
331265	JONE0324JG4020	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD.	HK	02/24/2004	04/27/2004		932,376.01	USD
331267	JONE0326WLC357JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD.	HK	02/24/2004	04/30/2004		154,817.15	USD
331268	JONE0327WLC373EC	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	02/24/2004	04/28/2004		128,373.14	USD
331269	JONE0328WLC355JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD.	HK	02/24/2004	04/30/2004		289,685.43	USD
331276	JONE0335WLC356JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD.	HK	02/24/2004	04/30/2004		470,094.77	USD
331278	JONE0337MFS09	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	02/24/2004	05/01/2004		98,293.31	USD
331280	JONE0339JO020604	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	02/24/2004	05/17/2004		83,935.13	USD
331285	JONE0343MA00427	HNK	IMLC	BTD TEKSTIL LTD.	TR	02/26/2004	04/30/2004		4,386.25	USD
331286	JONE0344BLANKET	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	02/26/2004	05/15/2004		42,147.11	USD
331294	JONE0352JG4106	HNK	IMLC	WILFORD KNITWEAR FTY. LTD.	HK	02/26/2004	04/18/2004		118,324.08	USD
331306	JONE0364JG4130	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/02/2004	06/26/2004		58,336.74	USD
331314	JONE0372WLC366JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD.	HK	03/03/2004	04/27/2004		99,723.68	USD
331315	JONE0373APR80	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/02/2004	04/20/2004		2,229.09	USD
331317	JONE0377JG4118	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/04/2004	05/13/2004		499,887.79	USD
331327	JONE0387JG4135	HNK	IMLC	HEMPEL CHINA LIMITED	C2	03/04/2004	04/22/2004		122,188.42	USD
331336	JONE0396APR81	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	03/04/2004	04/20/2004		9,764.46	USD
331337	JONE0397APR83	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/04/2004	04/27/2004		329,749.11	USD
331338	JONE0398JEV28LY1	HNK	IMLC	HAN SAE CO., LTD.	KR	03/04/2004	05/13/2004		90,290.50	USD
331340	JONE0400SK0211B	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	03/04/2004	05/31/2004		1,049,841.29	USD
331341	JONE0401SH0227	HNK	IMLC	HAN SAE CO., LTD.	KR	03/04/2004	04/29/2004		55,023.53	USD
331345	JONE0405NA01168	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	03/05/2004	05/02/2004		47,080.66	USD
331346	JONE0406NA01291	HNK	IMLC	LANIFICIO LERIEN	IT	03/05/2004	05/10/2004		21,631.05	USD
331348	JONE0408MA00434	HNK	IMLC	GEO MUCK CO. LTD.	KR	03/05/2004	04/22/2004		2,604.47	USD
331353	JONE0413JG4151	HNK	IMLC	EXCELLENT JADE LIMITED.	HK	03/08/2004	05/08/2004		158,648.39	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 8

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
331355	JONE0415JG4158	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/08/2004	04/27/2004		74,201.40	USD
331357	JONE0417JG4149	HNK	IMLC	DASHING INDUSTRIAL COMPANY LIMITED	HK	03/08/2004	05/05/2004		9,924.71	USD
331358	JONE0418JG4136	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	03/08/2004	05/13/2004		113,757.13	USD
331359	JONE0419WLC392EC	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/08/2004	05/19/2004		287,305.40	USD
331360	JONE0420WLC367JW	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	03/08/2004	04/27/2004		93,684.68	USD
331362	JONE0422KJ1382R1	HNK	IMLC	MAINFIELD DEVELOPMENT CO. LTD.	HK	03/08/2004	04/28/2004		303,175.83	USD
331365	JONE0425NBU-043	HNK	IMLC	D AND S MODE COMPANY LTD.	KR	03/08/2004	05/16/2004		49,305.69	USD
331367	JONE0428NA01281	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	03/09/2004	05/18/2004		19,730.90	USD
331370	JONE0431JG4163	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/09/2004	05/29/2004		37,959.08	USD
331371	JONE0432JG4164	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/09/2004	05/29/2004		17,406.90	USD
331372	JONE0433JG4165	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/09/2004	06/06/2004		13,253.63	USD
331373	JONE0434JG4166	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/09/2004	06/06/2004		24,097.50	USD
331375	JONE0436JG4131	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/09/2004	04/20/2004		8,749.23	USD
331376	JONE0437JG4064	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	03/09/2004	05/25/2004		89,345.55	USD
331377	JONE0438JG4153	HNK	IMLC	ASIA COUTURE LIMITED	LK	03/09/2004	04/27/2004		454,014.99	USD
331378	JONE0439JG4148	HNK	IMLC	JEANLY(H.K.) LIMITED	HK	03/09/2004	04/21/2004		6,332.82	USD
331379	JONE0440WLC391EC	HNK	IMLC	JOY PLUS TRADING (H.K.) LTD.	HK	03/09/2004	05/25/2004		230,425.14	USD
331380	JONE0441NWS15	HNK	IMLC	AUTOMOBILE FASHIONS CO., LTD	TW	03/09/2004	04/28/2004		123,951.60	USD
331381	JONE0442JEV34LY2	HNK	IMLC	HAN SAE CO., LTD.	KR	03/09/2004	04/22/2004		74,934.67	USD
331383	JONE0444W02152	HNK	IMLC	YOO SAN CO. LTD.	KR	03/10/2004	05/15/2004		7,570.80	USD
331388	JONE0450MA00368	HNK	IMLC	WINNITEX INVESTMENT CO., LTD.	HK	03/12/2004	05/10/2004		23,802.13	USD
331391	JONE0453NA01295	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	03/12/2004	05/17/2004		66,224.06	USD
331392	JONE0454NA01170	HNK	IMLC	MENSA	TR	03/12/2004	05/10/2004		31,243.80	USD
331398	JONE0460JG4168	HNK	IMLC	LEIGHTON TEXTILES CO. LTD.	HK	03/12/2004	06/08/2004		896,843.13	USD
331399	JONE0461JG4193	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	03/12/2004	05/05/2004		158,765.67	USD
331400	JONE0462JG4169	HNK	IMLC	LEIGHTON TEXTILES CO. LTD.	HK	03/12/2004	04/26/2004		45,305.63	USD
331403	JONE0465WLC386JW	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/12/2004	05/12/2004		434,493.00	USD
331404	JONE0466APR86	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	03/12/2004	06/15/2004		24,596.38	USD
331406	JONE0468JEV026R2	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	03/12/2004	05/07/2004		201.89	USD
331407	JONE0469NA01202	HNK	IMLC	PICCHI S.P.A.	IT	03/18/2004	04/20/2004		4,367.18	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 9

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
331408	JONE0470MA00430	HNK	IMLC	WILHELM ZULEEG GMBH	GB	03/18/2004	05/05/2004		114.30	USD
331411	JONE0473MA00442	HNK	IMLC	EVERHARVEST WEAVING FACTORY LTD.	HK	03/18/2004	04/20/2004		305.36	USD
331412	JONE0474MA00454	HNK	IMLC	TAECHANG ENTERPRISE CO., LTD.	KR	03/18/2004	04/20/2004		550.55	USD
331413	JONE0475F03620	HNK	IMLC	N.I. TEIJIN SHOJI CO., LTD.	JP	03/18/2004	04/28/2004		41.48	USD
331415	JONE0477JJ00799	HNK	IMLC	EVERHARVEST WEAVING FACTORY LTD.	HK	03/18/2004	05/15/2004		28,585.30	USD
331416	JONE0478MA00450	HNK	IMLC	KAOSHA	TW	03/18/2004	04/20/2004		33,443.55	USD
331417	JONE0479E03494	HNK	IMLC	WINNITEX INVESTMENT CO., LTD.	HK	03/18/2004	05/20/2004		178,869.60	USD
331418	JONE0480BLANKET	HNK	IMLC	PT DAESE GARMIN	ID	03/22/2004	06/16/2004		144,197.10	USD
331419	JONE0481JG4197	HNK	IMLC	PT DAESE GARMIN	ID	03/22/2004	05/05/2004		14,891.63	USD
331421	JONE0483JG4203	HNK	IMLC	FU SON GARMENT FTY.	MO	03/22/2004	04/30/2004		10,189.13	USD
331422	JONE0484JG4185	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/22/2004	04/25/2004		393,212.49	USD
331423	JONE0485JG4189	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/22/2004	04/22/2004		382,314.88	USD
331425	JONE0487JG4192	HNK	IMLC	DOKO (HONG KONG)LTD	HK	03/22/2004	05/16/2004		85,750.23	USD
331426	JONE0488JG4183	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	03/22/2004	04/25/2004		138,449.14	USD
331427	JONE0489JG4182	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	03/22/2004	04/27/2004		26,875.62	USD
331428	JONE0490JG4201	HNK	IMLC	CHENFENG (JIANGSU) CLOTHING CO. LTD	C2	03/22/2004	04/30/2004		31,789.08	USD
331429	JONE0491JG4204	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	03/22/2004	04/30/2004		74,874.61	USD
331430	JONE0492WLC401JW	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/22/2004	05/19/2004		140,366.92	USD
331433	JONE0495WLC404EC	HNK	IMLC	JOY PLUS TRADING (H.K.) LTD.	HK	03/22/2004	06/09/2004		67,857.85	USD
331434	JONE0496WLC395JW	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/22/2004	04/30/2004		395,946.10	USD
331435	JONE0497WLC394JW	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/22/2004	04/23/2004		290,559.58	USD
331436	JONE0498WLC406EC	HNK	IMLC	SAVERIO INTERNATIONAL LIMITED	HK	03/22/2004	04/25/2004		39,865.67	USD
331437	JONE0499KK1209	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	03/22/2004	04/25/2004		62,887.20	USD
331438	JONE0500WLC376JW	HNK	IMLC	CHINAMINE TRADING LTD.	HK	03/22/2004	04/30/2004		13,450.40	USD
331439	JONE0501UIJ03	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/22/2004	04/26/2004		123,316.22	USD
331440	JONE0502APR89R	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/22/2004	05/11/2004		69,186.17	USD
331441	JONE0503RIJ01	HNK	IMLC	P.T. RAJABRANA	ID	03/22/2004	05/05/2004		87,859.99	USD
331444	JONE0506W02158	HNK	IMLC	YOO SAN CO. LTD.	KR	03/23/2004	04/25/2004		2,766.00	USD
331445	JONE0507W02159	HNK	IMLC	GEO MUCK CO. LTD.	KR	03/23/2004	05/05/2004		40.12	USD
331446	JONE0508D08372	HNK	IMLC	INDUSTRIA TESSILE SANESI S.P.A.	IT	03/23/2004	04/27/2004		130,024.13	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 10

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
331447	JONE0509MA00417	HNK	IMLC	BTD TEKSTIL LTD	TR	03/23/2004	04/30/2004		165,776.63	USD
331449	JONE0511JG4180	HNK	IMLC	UNIMIX LIMITED	HK	03/23/2004	06/05/2004		313,616.91	USD
331452	JONE0514KJ1384R1	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	03/23/2004	05/05/2004		8,223.33	USD
331453	JONE0515WLC398EC	HNK	IMLC	JOY PLUS TRADING (H.K.) LTD.	HK	03/23/2004	06/01/2004		619,681.17	USD
331454	JONE0516WLC362EC	HNK	IMLC	MAXIMARK INTERNATIONAL LIMITED	HK	03/23/2004	05/05/2004		66,083.32	USD
331455	JONE0517JEV34LY1	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	03/23/2004	05/07/2004		110,926.43	USD
331456	JONE0518JEV38LY1	HNK	IMLC	HAN SAE CO., LTD.	KR	03/23/2004	05/13/2004		363,848.14	USD
331457	JONE0519JEV026R1	HNK	IMLC	DONGHAN INTERNATIONAL CO., LTD	KR	03/23/2004	05/05/2004		116,032.35	USD
331458	JONE0520JO030304	HNK	IMLC	HAN SAE CO., LTD.	KR	03/23/2004	04/23/2004		100,543.16	USD
331459	JONE0521SK-0316A	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	03/23/2004	05/29/2004		94,898.12	USD
331460	JONE0522A103	HNK	IMLC	BISHARA WORSTED WOOL MANUFACTURING	EG	03/23/2004	05/15/2004		66,230.75	USD
331461	JONE0523NWT03122	HNK	IMLC	SILKGATE PACIFIC LIGHT IND. ENT.	HK	03/23/2004	04/24/2004		21,413.00	USD
331465	JONE0527U02415	HNK	IMLC	MARCOLANA LANIFICIO	IT	03/25/2004	05/09/2004		12,820.50	USD
331466	JONE0528MA00453	HNK	IMLC	BTD TEKSTIL LTD	TR	03/25/2004	05/15/2004		72,917.26	USD
331467	JONE0530E03515	HNK	IMLC	PANG RIM CO., LTD.	KR	03/25/2004	05/10/2004		62,597.27	USD
331468	JONE0531D08301	HNK	IMLC	MANUFACTURE F. CLARENSON	FR	03/25/2004	05/10/2004		341,334.00	USD
331469	JONE0532E03532	HNK	IMLC	SAEHAN INDUSTRIES, INC.	KR	03/25/2004	06/09/2004		11,427.57	USD
331470	JONE0533JG4221	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	03/25/2004	05/30/2004		20,547.40	USD
331471	JONE0534JG4217	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/25/2004	07/24/2004		17,967.60	USD
331472	JONE0535JG4218	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/25/2004	07/31/2004		29,318.89	USD
331473	JONE0536JG4142	HNK	IMLC	SHANDONG CHERRY GROUP MAYTEX	C1	03/25/2004	05/02/2004		156,205.21	USD
331474	JONE0537WLC403EC	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	03/25/2004	05/25/2004		73,934.39	USD
331475	JONE0538APR91	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	03/25/2004	05/25/2004		43,199.33	USD
331476	JONE0539JEV044R1	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	03/25/2004	05/30/2004		99,442.39	USD
331477	JONE0540JEV45LY1	HNK	IMLC	HAN SAE CO., LTD.	KR	03/25/2004	05/14/2004		47,175.32	USD
331478	JONE0542W02150	HNK	IMLC	PIONEER STREAM LTD.	TW	03/30/2004	05/15/2004		26,332.95	USD
331479	JONE0543F03639	HNK	IMLC	SAEHAN INDUSTRIES, INC.	KR	03/30/2004	04/25/2004		1,062.36	USD
331480	JONE0544MA00439	HNK	IMLC	TESSILGODI S.P.A.	IT	03/30/2004	05/05/2004		125.12	USD
331481	JONE0545D08323	HNK	IMLC	TOMEN CORPORATION	JP	03/30/2004	04/20/2004		28,428.75	USD
331482	JONE0546JG4230	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/30/2004	07/30/2004		16,285.50	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 11

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
331483	JONE0547JG4231	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/30/2004	08/16/2004		17,290.46	USD
331484	JONE0548JG4232	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/30/2004	07/12/2004		13,951.25	USD
331485	JONE0549JG4233	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	03/30/2004	07/12/2004		33,603.52	USD
331486	JONE0550JG4211	HNK	IMLC	JOY PLUS TRADING (H.K.) LTD.	HK	03/30/2004	04/20/2004		378,076.58	USD
331488	JONE0552JG4228	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	03/30/2004	04/29/2004		119,061.88	USD
331489	JONE0553JG4225	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	03/30/2004	04/30/2004		220,835.16	USD
331490	JONE0554JG4223	HNK	IMLC	VOGUE TEX (PVT) LTD.	LK	03/30/2004	05/03/2004		117,780.45	USD
331491	JONE0555JG4219	HNK	IMLC	HIRDARAMANI (INDUSTRIES) LTD.	LK	03/30/2004	05/04/2004		6,460.70	USD
331492	JONE0556JTK319A-	HNK	IMLC	HAN SAE CO., LTD.	KR	03/30/2004	05/06/2004		42,361.56	USD
331493	JONE0557JTK316A	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	03/30/2004	05/06/2004		42,930.72	USD
331495	JONE0559LCDYC-FE	HNK	IMLC	DISENO Y COLOR S.A.	PE	03/30/2004	05/06/2004		554,161.65	USD
331496	JONE0560MA00462	HNK	IMLC	ABRAHAM MOON AND SONS LIMITED	GB	04/01/2004	06/05/2004		228,703.65	USD
331497	JONE0561MA00412	HNK	IMLC	LANIFICIO DI MAZZONE S.A.S.	IT	04/01/2004	05/22/2004		200,655.00	USD
331498	JONE0562D08306	HNK	IMLC	KEN TRADING	JP	04/01/2004	04/24/2004		1,260.04	USD
331501	JONE0565JG4206	HNK	IMLC	SHANGHAI SALES CLOTHING (WEI YA)CO	C2	04/01/2004	04/20/2004		8,010.21	USD
331502	JONE05663ZM89	HNK	IMLC	TAI KEI KNITTERS LIMITED	HK	04/01/2004	04/21/2004		4,085.38	USD
331503	JONE05672MK330A	HNK	IMLC	POONGIN TRADING CO., LTD.	KR	04/01/2004	05/06/2004		13,351.09	USD
331504	JONE0568JG4238	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/01/2004	05/03/2004		16,400.77	USD
331505	JONE0569JG4236	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	04/01/2004	05/05/2004		132,040.70	USD
331506	JONE0570JG4234	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	04/01/2004	05/10/2004		35,632.46	USD
331507	JONE0571MFS11	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	04/01/2004	05/15/2004		100,413.00	USD
331508	JONE0572NBU-044-	HNK	IMLC	HAEYANG KNITTING FACTORY LTD	KR	04/01/2004	05/15/2004		193,419.35	USD
331509	JONE0573AB-03-04	HNK	IMLC	ABU GOSH TEXTILE INDUSTRIES LTD.	IL	04/01/2004	05/30/2004		89,349.91	USD
331510	JONE1201JG4253	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	04/06/2004	05/08/2004		23,027.35	USD
331511	JONE1202JG4227	HNK	IMLC	HONG KONG SHUERTAI CO., LTD.	HK	04/06/2004	04/30/2004		71,431.01	USD
331512	JONE1203JG4260	HNK	IMLC	JOY PLUS TRADING (H.K.) LTD.	HK	04/06/2004	04/27/2004		115,020.93	USD
331513	JONE1204JG4252	HNK	IMLC	PT BUSANA PERKASA GARMENTS	ID	04/06/2004	05/13/2004		41,647.58	USD
331514	JONE1205UIJ05	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	04/06/2004	05/31/2004		90,789.97	USD
331515	JONE1206CNJ03	HNK	IMLC	CARNIVAL INDUSTRIAL CORP.	TW	04/06/2004	05/17/2004		99,119.87	USD
331516	JONE12072MK-330D	HNK	IMLC	POONGIN TRADING CO., LTD.	KR	04/06/2004	04/26/2004		13,454.28	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 12

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
331517	JONE1208JTK329A-	HNK	IMLC	EUHA INTERNATIONAL LTD	KR	04/06/2004	05/06/2004		201,582.86	USD
331518	JONE1209JEV55LY1	HNK	IMLC	HAN SAE CO., LTD.	KR	04/06/2004	06/12/2004		180,915.88	USD
331519	JONE0578D08407	HNK	IMLC	MITSUI & CO. LTD.	JP	04/07/2004	05/15/2004		71,018.33	USD
331520	JONE0579D08327	HNK	IMLC	YUNISAN YUNLU SANAYI	TR	04/07/2004	05/01/2004		40,540.50	USD
331521	JONE0580MA00429	HNK	IMLC	ABRAHAM MOON AND SONS LIMITED	GB	04/07/2004	06/12/2004		19,304.78	USD
331522	JONE0581MA00444	HNK	IMLC	ABRAHAM MOON AND SONS LIMITED	GB	04/07/2004	05/22/2004		159,180.00	USD
331523	JONE0582MA00445	HNK	IMLC	ABRAHAM MOON AND SONS LIMITED	GB	04/07/2004	05/22/2004		83,057.94	USD
331524	JONE0583MA00466	HNK	IMLC	GEO MUCK CO., LTD.	KR	04/07/2004	07/12/2004		269,891.21	USD
331525	JONE0584WLC410EC	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/07/2004	05/12/2004		399,335.00	USD
331526	JONE0585JG4235	HNK	IMLC	PT. UNGARAN SARI GARMENTS	ID	04/07/2004	05/30/2004		15,809.63	USD
331527	JONE0586JO040204	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/07/2004	05/31/2004		330,183.67	USD
331528	JONE0587NWT04031	HNK	IMLC	SILKGATE PACIFIC LIGHT IND. ENT.	HK	04/07/2004	05/19/2004		31,410.53	USD
331529	JONE0588JG4254	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	04/07/2004	06/20/2004		189,236.69	USD
331530	JONE0589JG4242	HNK	IMLC	JIING SHENG KNITTING CO., LTD.	TW	04/07/2004	05/20/2004		15,068.59	USD
331531	JONE0590JG4246	HNK	IMLC	DATAS INDUSTRIES LIMITED	HK	04/07/2004	05/20/2004		19,522.49	USD
331532	JONE0591JEV45LY2	HNK	IMLC	HAN SAE CO., LTD.	KR	04/07/2004	06/17/2004		88,390.73	USD
331533	JONE0593MA00490	HNK	IMLC	LANIFICIO DI MAZZONE S.A.S.	IT	04/08/2004	05/30/2004		4,021.50	USD
331534	JONE0594MA00465	HNK	IMLC	LANIFICIO DI MAZZONE S.A.S.	IT	04/08/2004	05/14/2004		20,160.00	USD
331535	JONE0595D08320	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	04/08/2004	04/30/2004		185,387.69	USD
331536	JONE0596NA01194	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	04/08/2004	05/06/2004		55,389.60	USD
331537	JONE0597JG4269	HNK	IMLC	HIRDARAMANI (INDUSTRIES) LTD.	LK	04/08/2004	04/28/2004		62,111.94	USD
331538	JONE0598JG4256	HNK	IMLC	VIMCHAMP GARMENTS LIMITED	HK	04/08/2004	07/20/2004		23,340.37	USD
331539	JONE0599WLC409EC	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	04/08/2004	05/12/2004		106,240.91	USD
331540	JONE0600JG4277	HNK	IMLC	LAI KO KNITTING FTY. LTD.	HK	04/13/2004	05/15/2004		34,287.16	USD
331541	JONE0601JG4280	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/13/2004	05/05/2004		159,616.49	USD
331542	JONE0602JG4275	HNK	IMLC	PT SARASA NUGRAHA TBK	ID	04/13/2004	06/02/2004		82,320.00	USD
331543	JONE0603WLC405EC	HNK	IMLC	JOY PLUS TRADING (H.K.) LTD.	HK	04/13/2004	05/25/2004		59,759.75	USD
331544	JONE0604JG4292	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	04/16/2004	07/29/2004		19,417.23	USD
331545	JONE0605JG4304	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	04/16/2004	07/15/2004		12,600.00	USD
331546	JONE0606JG4305	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	04/16/2004	08/15/2004		149,265.27	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 13

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
331547	JONE0607JG4263	HNK	IMLC	HONG KONG SHUERTAI CO., LTD.	HK	04/16/2004	05/05/2004		36,701.35	USD
331548	JONE0608JG4205	HNK	IMLC	LUEN THAI GARMENT COMPANY	HK	04/16/2004	06/30/2004		39,133.06	USD
331549	JONE0609JG4259	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	04/16/2004	05/30/2004		75,856.88	USD
331550	JONE0610JG4222	HNK	IMLC	ZHEJIANG WANLIFENG TEXTILE	C2	04/16/2004	06/15/2004		129,920.96	USD
331551	JONE0611JG4237	HNK	IMLC	AUTOMOBILE FASHIONS CO., LTD	TW	04/16/2004	07/07/2004		314,139.46	USD
331552	JONE0612JG4266	HNK	IMLC	ATRACO INDUSTRIAL ENTERPRISES	AE	04/16/2004	05/25/2004		1,482,416.42	USD
331553	JONE0613JG4278	HNK	IMLC	TONGLU PUDE GARMENTS CO.	C2	04/16/2004	05/10/2004		199,053.37	USD
331554	JONE0614JG4272	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	04/16/2004	05/06/2004		225,973.61	USD
331555	JONE0615JG4264	HNK	IMLC	SHANGHAI SALES CLOTHING (WEI YA)CO	C2	04/16/2004	05/01/2004		45,871.45	USD
331556	JONE0616JG4283	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/16/2004	05/01/2004		53,889.00	USD
331557	JONE0617JG4265	HNK	IMLC	MOREGOAL INDUSTRIES LTD.	HK	04/16/2004	05/12/2004		75,192.41	USD
331558	JONE0618JG4293	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/16/2004	05/12/2004		41,290.15	USD
331559	JONE0619WLC416EC	HNK	IMLC	P.T. MASTERINDO JAYA ABADI	ID	04/16/2004	06/15/2004		9,151.04	USD
331560	JONE0620WLC411EC	HNK	IMLC	SAVERIO INTERNATIONAL LIMITED	HK	04/16/2004	05/08/2004		845,273.33	USD
331561	JONE0621SK0331A	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/16/2004	06/04/2004		1,017,189.63	USD
331562	JONE0622KR040904	HNK	IMLC	HAN SAE CO., LTD.	KR	04/16/2004	05/20/2004		177,034.11	USD
331563	JONE0623KR033104	HNK	IMLC	HAN SAE CO., LTD.	KR	04/16/2004	05/07/2004		25,111.17	USD
331564	JONE0624NBU045A	HNK	IMLC	HAEYANG KNITTING FACTORY LTD	KR	04/16/2004	05/30/2004		121,524.03	USD
331565	JONE0625NA01341	HNK	IMLC	ROSATI SPA	IT	04/20/2004	05/11/2004		6,490.05	USD
331566	JONE0626D08497	HNK	IMLC	LANIFICIO CAVERNI AND GRAMIGNI SPA	IT	04/20/2004	05/25/2004		8,241.19	USD
331567	JONE0627D08391	HNK	IMLC	KEN TRADING	JP	04/20/2004	06/14/2004		847,535.33	USD
331568	JONE0628D08384	HNK	IMLC	KEN TRADING	JP	04/20/2004	05/25/2004		495,423.08	USD
331569	JONE0629D08419	HNK	IMLC	AK-PA TEKSTIL IHRACAT PAZARLAMA AS	TR	04/20/2004	05/27/2004		23,409.75	USD
331570	JONE0630D08433	HNK	IMLC	MITSUI & CO. LTD.	JP	04/20/2004	05/25/2004		106,347.15	USD
331571	JONE0631D08434	HNK	IMLC	TEX BOX SRL	IT	04/20/2004	06/09/2004		82,882.80	USD
331572	JONE0632D08442	HNK	IMLC	INDUSTRIA TESSILE SANESI S.P.A.	IT	04/20/2004	06/01/2004		36,571.50	USD
331573	JONE0633D08447	HNK	IMLC	LANIFICIO CAVERNI AND GRAMIGNI SPA	IT	04/20/2004	06/09/2004		27,090.00	USD
331574	JONE0634D08475	HNK	IMLC	LANIFICIO CAVERNI & GRAMIGNI SPA	IT	04/20/2004	06/22/2004		33,185.26	USD
331575	JONE0635MA00462	HNK	IMLC	ABRAHAM MOON AND SONS LIMITED	GB	04/20/2004	06/05/2004		245,650.76	USD
331576	JONE0636D08443	HNK	IMLC	KEN TRADING	JP	04/20/2004	05/15/2004		208,162.50	USD

OSTSMY.RDF

Wachovia Bank, N.A.

Outstanding Summary Report

For Applicant: JONES APPAREL GROUP USA INC. Page: 14

Date: 04/30/2004

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
331577	JONE0638D08317	HNK	IMLC	KEN TRADING	JP	04/20/2004	05/15/2004		300,658.58	USD
331578	JONE0639D08347	HNK	IMLC	MITSUI AND CO. LTD.	JP	04/20/2004	05/21/2004		109,335.98	USD
331579	JONE0640D08375	HNK	IMLC	MITSUI AND CO. LTD.	JP	04/20/2004	05/15/2004		220,626.00	USD
331580	JONE0641D08358	HNK	IMLC	MANIFATURRA TESSILE NEW LINE SPA	IT	04/20/2004	05/10/2004		18,385.50	USD
331581	JONE0643W02171	HNK	IMLC	YOO SAN CO. LTD.	KR	04/20/2004	05/12/2004		73,508.40	USD
331582	JONE0644D08495	HNK	IMLC	AMOR TESSUTO SA	UY	04/20/2004	06/30/2004		30,444.75	USD
331583	JONE0645D08449	HNK	IMLC	MITSUI & CO. LTD.	JP	04/20/2004	06/25/2004		37,366.88	USD
331584	JONE0646D08445	HNK	IMLC	KEN TRADING	JP	04/20/2004	05/30/2004		102,791.85	USD
331585	JONE0647U02435	HNK	IMLC	VERTEX TEXTILES INC. LTD	HK	04/20/2004	06/09/2004		14,895.09	USD
331586	JONE0648MA00414	HNK	IMLC	TAECHANG ENTERPRISE CO., LTD.	KR	04/20/2004	06/10/2004		430,612.67	USD
331587	JONE0650E03546	HNK	IMLC	BONDEX INTERNATIONAL (HONG KONG)	HK	04/20/2004	07/07/2004		103,729.51	USD
331588	JONE0651D08494	HNK	IMLC	KARIBE INDUSTRIA E COMERCIO LTDA	BR	04/20/2004	06/25/2004		29,452.50	USD
331589	JONE0652JG4298	HNK	IMLC	WISE TIME KNITTING FTY, LTD	HK	04/20/2004	06/02/2004		22,631.83	USD
331590	JONE0653JG4291	HNK	IMLC	PT UNI-ENLARGE INDUSTRY INDONESIA	ID	04/20/2004	05/24/2004		36,933.01	USD
331591	JONE0654JG4306	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	04/20/2004	05/25/2004		94,949.87	USD
331592	JONE0655WLC415EC	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/20/2004	05/15/2004		197,455.93	USD
331593	JONE0656WLC417SL	HNK	IMLC	CHINA TING GARMENT MFG. (GROUP) LTD	HK	04/20/2004	05/12/2004		24,573.83	USD
331594	JONE0657JEV062R1	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/20/2004	06/20/2004		351,461.26	USD
331595	JONE0659G02410	HNK	IMLC	JOUEN TEX COMPANY	KR	04/22/2004	05/14/2004		9,256.80	USD
331596	JONE0660G02363	HNK	IMLC	L AND D INTERNATIONAL CO., LTD.	KR	04/22/2004	05/17/2004		12,810.00	USD
331597	JONE0661G02399	HNK	IMLC	SE YANG INDUSTRIAL CO LTD.	KR	04/22/2004	05/20/2004		15,970.50	USD
331598	JONE0662G02407	HNK	IMLC	HANA TEXTILES CO., LTD.	KR	04/22/2004	05/25/2004		17,062.50	USD
331599	JONE0663W02174	HNK	IMLC	GEO MUCK CO. LTD.	KR	04/22/2004	05/22/2004		1,391.04	USD
334050	JONE0664D08499	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	04/22/2004	05/12/2004		29,756.16	USD
334051	JONE0665D08408	HNK	IMLC	TESSILGODI S.P.A.	IT	04/22/2004	06/04/2004		27,188.70	USD
334052	JONE0666D08493	HNK	IMLC	MIGOTEX S.R.L.	IT	04/22/2004	06/14/2004		40,954.20	USD
334053	JONE0667D08389	HNK	IMLC	YUNISAN YUNLU SANAYI	TR	04/22/2004	05/25/2004		63,063.00	USD
334054	JONE0668D08499	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	04/22/2004	05/12/2004		29,756.16	USD
334055	JONE0669D08321	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	04/22/2004	05/10/2004		57,741.60	USD
334056	JONE0670D08452	HNK	IMLC	TESSIL GROSSO S.R.L.	IT	04/22/2004	06/25/2004		49,665.00	USD

OSTSMY.RDF

	Wachovia Bank, N.A.	Page: 15
	Outstanding Summary Report	Date: 04/30/2004
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
334057	JONE0671D08542	HNK	IMLC	QINGDAO DONGLIM PLUSH CO., LTD.	C1	04/22/2004	06/01/2004		7,203.00	USD
334058	JONE0672D08318	HNK	IMLC	MANUFACTURE F. CLARENSON	FR	04/22/2004	06/14/2004		340,964.40	USD
334059	JONE0673E03504	HNK	IMLC	KURABO INDUSTRIES LTD., HONG KONG	HK	04/22/2004	05/15/2004		146,827.80	USD
334060	JONE0674D08448	HNK	IMLC	KEN TRADING	JP	04/26/2004	05/25/2004		22,286.25	USD
334062	JONE0676D08345	HNK	IMLC	MITSUI AND CO. LTD.	JP	04/26/2004	05/10/2004		197,400.00	USD
334063	JONE0677D08318	HNK	IMLC	CLARENSON	FR	04/26/2004	05/20/2004		258,066.90	USD
334064	JONE0682BLANKET	HNK	IMLC	PT DAESE GARMIN	ID	04/26/2004	06/09/2004		60,442.20	USD
334065	JONE0683JG4315	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	04/26/2004	09/07/2004		42,000.00	USD
334066	JONE0684JG4316	HNK	IMLC	THAI KNITTING FACTORY CO., LTD.	TH	04/26/2004	08/18/2004		13,266.75	USD
334067	JONE0685JG4317	HNK	IMLC	DOKO (HONG KONG)LTD	HK	04/26/2004	05/24/2004		15,478.68	USD
334068	JONE0686JG4309	HNK	IMLC	EXCELLENT JADE LIMITED	HK	04/26/2004	05/25/2004		95,497.15	USD
334069	JONE0687JG4284	HNK	IMLC	HONG KONG SHUERTAI CO., LTD.	HK	04/26/2004	05/11/2004		69,865.95	USD
334070	JONE0688JG4243	HNK	IMLC	FORNTON KNITTING CO., LTD.	HK	04/26/2004	05/20/2004		59,202.00	USD
334071	JONE0689JG4318	HNK	IMLC	SLITHER LTD.	HK	04/26/2004	05/30/2004		9,606.66	USD
334072	JONE0690WLC413EC	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/26/2004	05/19/2004		30,608.86	USD
334073	JONE0691WLC414EC	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/26/2004	05/19/2004		96,804.03	USD
334074	JONE0692WLC425SL	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/26/2004	05/12/2004		92,424.48	USD
334075	JONE0693WLC426SL	HNK	IMLC	HIGH FASHION GARMENTS CO. LTD.	HK	04/26/2004	05/19/2004		63,739.59	USD
334076	JONE0694JEV175R1	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/26/2004	07/05/2004		470,362.86	USD
334077	JONE0695JEV59LY1	HNK	IMLC	HAN SAE CO., LTD.	KR	04/26/2004	07/08/2004		239,967.59	USD
334078	JONE0696LAY46	HNK	IMLC	HEDEF KONFEKSIYON VE TEKSTIL	TR	04/26/2004	05/30/2004		46,138.85	USD
334080	JONE0679D08354	HNK	IMLC	MANIFATURRA TESSILE NEW LINE SPA	IT	04/28/2004	05/20/2004		44,688.00	USD
334081	JONE0680D08338	HNK	IMLC	TESSILGODI S.P.A.	IT	04/28/2004	05/25/2004		49,434.00	USD
334082	JONE0697JG4314	HNK	IMLC	DOKO (HONG KONG)LTD	HK	04/28/2004	06/05/2004		37,193.88	USD
334083	JONE0698JG4300	HNK	IMLC	WISEKNIT FACTORY LTD.	HK	04/28/2004	06/30/2004		172,058.65	USD
334084	JONE0699JG4287	HNK	IMLC	BUSINESS FAITH INTERNATIONAL LTD.	HK	04/28/2004	06/06/2004		136,072.60	USD
334085	JONE0700JG4289	HNK	IMLC	DOMINANT GARMENTS FTY LTD.	HK	04/28/2004	06/30/2004		331,580.77	USD
334086	JONE0701JG4325	HNK	IMLC	P.T. CITRA ABADI SEJATI	ID	04/28/2004	06/10/2004		6,503.44	USD
334087	JONE0702JG4310	HNK	IMLC	CHINAMINE TRADING LTD.	HK	04/28/2004	05/26/2004		221,227.29	USD
334088	JONE0703JG4329	HNK	IMLC	EXCELLENT JADE LIMITED	HK	04/28/2004	06/08/2004		24,555.31	USD

OSTSMY.RDF

	Wachovia Bank, N.A.	Page: 16
	Outstanding Summary Report	Date: 04/30/2004
	For Applicant: JONES APPAREL GROUP USA INC.

Applicant Name: JONES APPAREL GROUP USA,INC.

L/C Bank						Opening	Expiry	L/C Equiv
Reference	L/C Cust Reference	Site	Trans	Beneficiary	Ctry	Date	Date	Liability Balance
334089	JONE0704JG4337	HNK	IMLC	FORMOSTAR GARMENT CO., LTD.	TW	04/28/2004	05/30/2004		8,431.46	USD
334090	JONE0705JG4320	HNK	IMLC	VIMCHAMP GARMENTS LIMITED	HK	04/28/2004	06/09/2004		18,228.42	USD
334091	JONE0706JSIG-46L	HNK	IMLC	ONE YOUNG INDUSTRIAL CO., LTD.	KR	04/28/2004	06/04/2004		98,567.79	USD
334092	JONE0707JTK423A	HNK	IMLC	HAN SAE CO., LTD.	KR	04/28/2004	06/05/2004		105,598.71	USD
334093	JONE0708NNB001-A	HNK	IMLC	HAEYANG KNITTING FACTORY LTD	KR	04/28/2004	06/05/2004		42,893.24	USD
334094	JONE0710MA00501	HNK	IMLC	MANIFATURRA TESSILE NEW LINE SPA	IT	04/28/2004	06/20/2004		197,025.68	USD
334095	JONE0711D08542	HNK	IMLC	QINGDAO DONGLIM PLUSH CO., LTD.	C1	04/28/2004	06/02/2004		7,203.00	USD
334096	JONE0712D08402	HNK	IMLC	LANIFICIO TEXCO S.P.A.	IT	04/28/2004	06/09/2004		149,814.00	USD
334097	JONE0713D08424	HNK	IMLC	LANIFICIO CAVERNI AND GRAMIGNI SPA	IT	04/28/2004	06/09/2004		57,939.00	USD
334098	JONE0714NA01368	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	04/28/2004	05/22/2004		80,260.53	USD
334099	JONE0715NA01363	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	04/28/2004	05/29/2004		21,498.75	USD
334100	JONE0716NA01391	HNK	IMLC	BTD TEKSTIL LTD	TR	04/28/2004	06/19/2004		68,544.00	USD
334101	JONE0717NA01236	HNK	IMLC	MENSA	TR	04/28/2004	05/15/2004		21,225.75	USD
334102	JONE0718MA00462	HNK	IMLC	ABRAHAM MOON AND SONS LIMITED	GB	04/30/2004	06/15/2004		206,143.61	USD
334103	JONE0719D08343	HNK	IMLC	EXSA EXPORT SANAYI MAMULLERI SATIS	TR	04/30/2004	05/29/2004		49,474.43	USD
334104	JONE0720NA01209	HNK	IMLC	LANIFICIO NELLO GORI S.P.A.	IT	04/30/2004	05/25/2004		42,903.00	USD
334105	JONE0721JG4327	HNK	IMLC	AUTOMOBILE FASHIONS CO., LTD	TW	04/30/2004	05/15/2004		15,653.63	USD
334106	JONE0722JG4239	HNK	IMLC	KWIN HING KNITTING FTY. LTD.	HK	04/30/2004	07/07/2004		161,274.62	USD
334107	JONE0723JG4331	HNK	IMLC	DOKO (HONG KONG)LTD	HK	04/30/2004	06/08/2004		167,241.69	USD
334108	JONE0724JG4330	HNK	IMLC	DOKO (HONG KONG)LTD	HK	04/30/2004	06/15/2004		52,860.90	USD
334109	JONE0725JEV70LY1	HNK	IMLC	HYUNJIN APPAREL CO., LTD.	KR	04/30/2004	07/06/2004		182,701.21	USD
334110	JONE0726JTK-419A	HNK	IMLC	HAN SAE CO., LTD.	KR	04/30/2004	06/05/2004		114,345.00	USD
334111	JONE0727JSI0427A	HNK	IMLC	HAN SAE CO., LTD.	KR	04/30/2004	06/07/2004		300,859.77	USD
334112	JONE0728JSI-0427	HNK	IMLC	POONGIN TRADING CO., LTD.	KR	04/30/2004	06/14/2004		109,617.97	USD
334113	JONE0729JSI0427B	HNK	IMLC	HAN SAE CO., LTD.	KR	04/30/2004	06/14/2004		515,338.90	USD
334114	JONE0730AGKE226	HNK	IMLC	KISH EXPORTS LIMITED	IN	04/30/2004	06/14/2004		50,037.00	USD
334115	JONE0731AGKE224	HNK	IMLC	KISH EXPORTS LIMITED	IN	04/30/2004	06/14/2004		275,815.90	USD
						Appl Name Total:			114,686,584.50
						Total:			114,686,584.50

OSTSMY.RDF

	Wachovia Bank, N.A.	Page: 17
	Outstanding Summary Report	Date: 04/30/2004
	For Applicant: JONES APPAREL GROUP USA INC.

BA/ACCPT Summary:

Total:                                    

*** END OF OUTSTANDING SUMMARY REPORT

OSTSMY.RDF

Trade Info Exchange Page 1 of 1

L/C Import

Outstanding Summary Selected

Fri Apr 30 07:07:11 EDT 2004

Download

Results: (1 — 5) of 5

Go To Page: 1 | Totals

Date range selected : as of 04/30/2004

Global
Customer		Applicant			Item		Base		Base
ID	DDA Account	Name	Location	Liability Type	(s)		Outstanding		CCY	???
B000005723	000000020918917	JONES APPAREL GROUP CANADA, INC.	JPMorgan New York	Airway Release L/C		1		1,642.90	USD	???
				(Non-Liability Total)		1		1,642.90	USD	???
				Irrevoc L/C Import Sight		118		1,958,450.72	USD	???
				(Liability Total)		118		1,958,450.72	USD	???
				(Grand Total)		119		1,960,093.62	USD	???

Copyright ^© 2004, J.P. Morgan Chase & Co. All rights reserved.

Trade Info Exchange Page 1 of 1

L/C Import

Outstanding Summary selected

Fri Apr 30 07:07:57 EDT 2004

Download

Results: (1 — 10) of 10

Go To Page: 1 | Totals

Date range selected : as of 04/30/2004

Global
Customer		Applicant			Item		Base		Base
ID	DDA Account	Name	Location	Liability Type	(s)		Outstanding		CCY	???
B000005738	000000444382461	JONES APPAREL OF TEXAS,LTD	JPMorgan New York	Airway Release L/C		4		60,354.75	USD	???
				Global LC S/S Memo		4		428,259.97	USD	???
				(Non-Liablility Total)		8		488,614.72	USD	???
				Acceptance		7		575,921.15	USD	???
				Irrevoc L/C Import Sight		115		26,755,033.14	USD	???
				Irrevoc L/C Import Time		3		1,465,532.85	USD	???
				Irrevoc L/C Standby Sight		2		467,500.00	USD	???
				Steamship L/C		7		100,941.46	USD	???
				(Liability Total)		134		29,364,928.60	USD	???
				(Grand Total)		142		29,853,543.32	USD	???

Copyright ^© 2004, J.P. Morgan Chase & Co. All rights reserved.

Outstanding Report — Import LC Report as of 30-Apr-04
Page 1 of 7

Customer	Total Items		Total Amount (USD Eqv)
NORTON MCNAUGHTON OF SQUIRE INC		270		55,621,297.19
		270		55,621,297.19

NORTON MCNAUGHTON OF SQUIRE INC (6055 — 89208)

Total Items: 270

Total Outstanding Amount (USD Equivalent): 55,621,297.19

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM371709/03

2399NMCNHK

HK1H0408NM

USD

863,937.00

863,937.00

04-Apr-03

14-Jun-03

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM371728/03

2401NMCNHK

HK1H0410NM

USD

458,581.80

458,581.80

4-Apr-03

14-Jun-03

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM382823/03

2895NMCNHK

HK1H0906BA

USD

1,736.64

1,736.64

21-Jul-03

31-Dec-03

0

STANDTEX COMPANY LTD.

TAIWAN

IM385044/03

3021NMCNHK

HK1H1033811GV

USD

68,488.18

68,488.18

14-Aug-03

1-Dec-03

0

MAVITEX

MADAGASCAR

IM387275/03

3105NMCNHK

HK1H111794GV

USD

128,577.33

128,577.33

09-Sep-03

27-Feb-04

0

HI TECH TEXTILE

JORDAN

IM388376/03

3155NMONHK

HK1H1168ME520

USD

9,151.20

9,151.20

22-Sep-03

14-Jan-04

0

JYOTI APPARELS

INDIA

IM390649/03

3317NMCNHK

HK1H1329GV

USD

47,146.04

47,146.04

24-Oct-03

20-Mar-04

0

EGYPTIAN INTERNATIONAL COMPANY

EGYPT

IM391653/03

3345NMCNHK

HK1H1356GV

USD

15,847.00

15,847.00

30-Oct-03

20-Nov-03

90

GLOBAL CENTURY TRADING LIMITED

HONG KONG

IM394357/03

3381NMCNHK

HK1H1492NM

USD

97,548.32

97,548.32

02-Dec-03

22-Apr-04

0

PEARL BUYING SERVICES(PVT) LTD

BANGLADESH

IM395222/03

3536NMCNHK

HK1H1547GC

USD

69,325.42

69,325.42

08-Dec-03

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM395224/03

3538NMCNHK

HK1H1549EP

USD

48,059.03

48,059.03

08-Dec-03

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM395231/03

3540NMCNHK

HK1H1551BA

USD

505,918.62

505,918.62

08-Dec-03

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM395232/03

3541NMCNHK

HK1H1552JW

USD

204,000.00

204,000.00

08-Dec-03

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM395715/03

3565NMCNHK

HK1H1576NM

USD

310,293.40

310,293.40

11-Dec-03

13-Feb-04

0

DUCK HUNG TRADING CO., LTD.

KOREA REPUBLIC

IM396195/03

3474NMCNHK

HK1H1485NM

USD

550,786.28

550,786.28

16-Dec-03

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM396355/03

TD6055000320

DOJI1598NC

USD

128,169.94

128,169.94

18-Dec-03

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM396830/03

TD6055000320

DOJI5991851JJ

USD

30,866.13

30,866.13

23-Dec-03

4-May-04

0

GOLDTREND ENTERPRISES LTD.

HONG KONG

IM396955/03

TD6055000320

DOJI1601JS

USD

397,800.00

397,800.00

24-Dec-03

30-May-04

0

PACIFIC YEE LIK CO.LTD

HONG KONG

IM396956/03

TD6055000320

DOJI1602NC

USD

30,600.00

30,600.00

24-Dec-03

30-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM397894/04

TD6055000320

DOJI00011853JJ

USD

57,508.50

57,508.50

09-Jan-04

20-Apr-04

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM397896/04

TD6055000320

DOJI00031855JJ

USD

87,589.66

87,589.66

09-Jan-04

21-Jun-04

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM397899/04

TD6055000320

DOJI00061859JJ

USD

841,037.50

841,037.50

09-Jan-04

07-Jun-04

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM397901/04

TD6055000320

DOJI00081861JJ

USD

2,313,867.82

2,313,867.82

09-Jan-04

25-Jun-04

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM397917/04

TD6055000320

DOJI00141871JJ

USD

1,397,795.78

1,397,795.78

09-Jan-04

09-Jul-04

0

GARTEX KNITTING FTY LTD.

HONG KONG

IM397920/04

TD6055000320

DOJI00171874JJ

USD

135,661.95

135,661.95

09-Jan-04

17-May-04

0

HONG KONG KNITTERS LTD.

HONG KONG

IM397922/04

TD6055000320

DOJI00101863JJ

USD

407,902.89

407,902.89

12-Jan-04

17-May-04

0

MING TAI KNITTING GARMENT FTY LTD

HONS KONG

IM397916/04

TD6055000320

DOJI00131870JJ

USD

406,658.78

406,658.78

12-Jan-04

19-May-04

0

KING STAR GARMENT HONDURAS S. D[ILLIGIBLE]

TAIWAN

IM398014/04

TD6055000320

DOJI00341878JJ

USD

463,589.23

463,589.23

12-Jan-04

30-Apr-04

0

EROS CAMASIRLARI A.S

TURKEY

Outstanding Report — Import LC Report as of 30-Apr-04
Page 2 of 7

Outstanding

Lc Ref No

CAR Ref

Customer Ref

Curr

Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM398325/04

TD6055000320

DOJI0036NM

USD

754,051.02

754,051.02

14-Jan-04

07-May-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM398328/04

TD6055000320

DOJI0039JS

USD

107,551.90

107,551.90

14-Jan-04

30-Apr-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM398329/04

TD6055000320

DOJI0040NC

USD

19,015.30

19,015.30

14-Jan-04

30-Apr-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM398330/04

TD6055000320

DOJI0041NM

USD

46,117.02

46,117.02

14-Jan-04

07-May-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM398331/04

TD6055000320

DOJI0042NM

USD

2,453.60

2,453.60

14-Jan-04

30-Apr-04

0

KOWATEX LIMITED

HONG KONG

IM399157/04

TD6055000320

DOJI0049NM

USD

68,069.70

68,069.70

23-Jan-04

23-Apr-04

0

HSIN LING ENTERRISE CO., LTD.

TAIWAN

IM400045/04

TD6055000320

DOJI00651885JJ

USD

131,722.08

131,722.08

05-Feb-04

11-May-04

0

GOLDTREND ENTERPRISES LTD.

HONG KONG

IM400047/04

TD6055000320

DOJI00671882JJ

USD

387,177.10

387,177.10

05-Feb 04

21-Jun-04

0

SAN WAI GARMENT FACTORY

MACAO

IM400048/04

TD6055000320

DOJI00681883JJ

USD

80,483.30

80,483.30

06-Feb-04

24-May-04

0

SAN WAI GARMENT FACTORY

MACAO

IM400098/04

TD6055000320

DOJI00701881JJ

USD

291,375.00

291,375.00

06-Feb-04

30-May-04

0

CREAT KNITWEAR CO., LTD.

TAIWAN

IM400228/04

TD6055000320

DOJI0071NM

USD

79,405.78

79,405.78

10-Feb-04

04-May 04

0

NINGBO FANHUA WOLLEN SWEATER

CHINA

IM400229/04

TD6055000320

DOJI0072NM

USD

16,608.15

16,608.15

10-Feb-04

04-May 04

0

WANG HING KNITTING FACTORY LTD.

HONG KONG

IM400233/04

TD6055000321

DOJI0076JW

USD

31,826.52

31,826.52

10-Feb-04

06-May-04

0

SKYLITE APPARELS

HONG KONG

IM400236/04

TD6055000321

DOJI00791890JJ

USD

602.00

602.00

10-Feb-04

27-Apr-04

0

WELL FULL GARMENT FACTORY LTD.

MACAO

IM400237/04

TD6055000321

DOJI00801887JJ

USD

1,600.00

1,600.00

10-Feb-04

27-Apr-04

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM400550/04

TD6055000321

DOJI0082EP

USD

9,353.20

9,353.20

13-Feb-04

11-May-04

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM400551/04

TD6055000321

DOJI0083EP

USD

95,697.12

95,697.12

13-Feb-04

11-May-04

0

DUCK HUNG TRADING CO., LTD.

KOREA REPUBLIC

IM400552/04

TD6055000321

DOJI0084JW

USD

8,011.08

8,011.08

13-Feb-04

07-May-04

0

DUCK HUNG TRADING CO., LTD.

KOREA REPUBLIC

IM400554/04

TD6055000321

DOJI0086NC

USD

86,900.43

86,900.43

13-Feb-04

27-Apr-04

0

KING BEST INDUSTRIAL LTD.

HONG KONG

IM400573/04

TD6055000321

DOJI00901898JJ

USD

1,999,635.12

1,999,635.12

13-Feb-04

14-Aug-04

0

WELSON TRADING LIMITED.

TAIWAN

IM400574/04

TP6055000321

DOJI00911886LN

USD

1,689,116.68

1,689,116.68

13-Feb-04

08-Jun-04

0

INDOSHEEN INC.C O HANA

UNITED STATES

IM400700/04

TD6055000321

DOJI0094BA

USD

132,242.39

132,242.39

14-Feb-04

05 May 04

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM400704/04

TD6055000321

DOJI0098NM

USD

3,279.25

3,279.25

14-Feb-04

25-Apr-04

0

JUNG HWA KOREA CO.,LTD.

KOREA REPUBLIC

IM401033/04

TD6055000321

DOJI0104NM

USD

510,000.00

510,000.00

19-Feb-04

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401045/04

TD6055000321

DOJI0105NM

USD

459,000.00

459,000.00

19-Feb-04

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401034/04

TD6055000321

DOJI0106AL

USD

153,000.00

153,000.00

19-Feb-04

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401046/04

TD6055000321

DOJI0107NC

USD

204,000.00

204,000.00

19-Feb-04

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401035/04

TD6055000321

DOJI0108BA

USD

255,000.00

255,000.00

19-Feb-04

15-May-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401036/04

TD6055000321

DOJI0109NM

USD

459,000.00

459,000.00

19-Feb-04

14-Jun-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401047/04

TD6055000321

DOJI0110NM

USD

714,000.00

714,000.00

19-Feb-04

14-Jun-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401048/04

TD6055000321

DOJI0111NM

USD

204,000.00

204,000.00

19-Feb-04

14-Jun-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401037/04

TD6055000321

DOJI0112AL

USD

204,000.00

204,000.00

19-Feb-04

14-Jun-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401038/04

TD6055000321

DOJI0113BA

USD

204,000.00

204,000.00

19-Feb-04

14-Jun-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM401039/04

TD6055000321

DOJI0114EP

USD

266,340.87

266,340.87

19-Feb-04

11-May-04

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM401041/04

TD6055000321

DOJI0116JW

USD

102,892.30

102,892.30

19-Feb-04

11-May-04

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM401049/04

TD6055000321

DOJI0117NC

USD

155,537.25

155,537.25

19-Feb-04

09-Jun-04

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM401042/04

TD6055000321

DOJI0118EP

USD

34,357.56

34,357.56

19-Feb-04

11-May-04

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM401050/04

TD6055000321

DOJI0119NC

USD

236,229.25

236,229.25

19-Feb-04

30-May-04

0

SUHCHEON COMPANY, LTD.

KOREA REPUBLIC

IM401043/04

TD6055000321

DOJI0122NC

USD

61,701.84

61,701.84

19-Feb-04

20-May-04

0

THE HONESTIEST ENTERPRISE CO. LTD.

TAIWAN

IM401300/04

TD6055000321

DOJI0125BA

USD

21,040.80

21,040.80

21-Feb-04

14-Apr-04

0

CHUNG SHING TEXTILE CO., LTD.

TAIWAN

IM401301/04

TD6055000321

DOJI0126NM

USD

3,110.05

3,110.05

21-Feb-04

26-Apr-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM401302/04

TD6055000321

DOJI01271902JJ

USD

4,596.93

4,596.93

21-Feb-04

10-May-04

0

GARTEX KNITTING FTY LTD.

HONG KONG

IM401303/04

TD6055000321

DOJI01281915JJ

USD

571,163.28

571,163.28

21-Feb-04

06-Jul-04

0

SAN WAI GARMENT FACTORY

MACAO

IM401304/04

TD6055000321

DOJI01291918JJ

USD

413,222.78

413,222.78

21-Feb-04

30-Jul-04

0

E.Z. CO., LTD.

TAIWAN

IM401307/04

TD6055000321

DOJI01321921JJ

USD

4,458.00

4,458.00

21-Feb-04

05-May-04

0

WIN SUM INTERNATIONAL CO. LTD.

KOREA REPUBLIC

Outstanding Report — Import LC Report as of 30-Apr-04
Page 3 of 7

Lc Ref No

CAR Ref

Customer Ref

Curr

Outstanding Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM401308/04

TD6055000321

DOJI01331922JJ

USD

967,176.00

967,176.00

21-Feb-04

21-Jul-04

0

YONGWOO MODE CO. LTD.

KOREA REPUBLIC

IM401309/04

TD6055000321

DOJI01341923JJ

USD

113,400.00

113,400.00

21-Feb-04

14-Aug-04

0

D AND S MODE CO., LTD

KOREA REPUBLIC

IM401310/04

TD6055000321

DOJI01351924JJ

USD

18,900.00

18,900.00

21-Feb-04

30-May-04

0

CY INTERNATIONAL CO., LTD

KOREA REPUBLIC

IM401639 /04

TD6055000321

DOJI0137JS

USD

187,067.27

187,067.27

26-Feb-04

15-May-04

0

MERIM CORPORATION

KOREA REPUBLIC

IM401641/04

TD6055000321

DOJI0139NM

USD

402,515.76

402,515.76

26-Feb-04

29-May-04

0

JAY ONE TRADING CORP.

KOREA REPUBLIC

IM401642 /04

TD6055000321

DOJI01401925JJ

USD

599,053.98

599,053.98

26-Feb-04

14-Aug-04

0

EVA SWEATER LTD.

BANGLADESH

IM401643 /04

TD6055000321

DOJI01411932JJ

USD

28,875.00

28,875.00

26-Peb-04

17-May-04

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM401644/04

TD6055000321

DOJI01421933JJ

USD

1,072,333.70

1,072,333.70

26-Feb-04

12-Jul-04

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM401645/04

TD6055000321

DOJI01431934JJ

USD

2,365,879.13

2,365,879.13

26-Feb-04

19-Jul-04

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM401656/04

TD6055000321

DOJI01441935JJ

USD

310,220.40

310,220.40

26-Feb-04

12-Jun-04

0

MING TAI KNITTING GARMENT

HONG KONG

IM401748/04

TD6055000321

DOJI01451937JJ

USD

216,079.50

216,079.50

27-Feb-04

25-Apr-04

0

DOGANLAR KONFEKSIYON SAN. VE TIC

TURKEY

IM401743/04

TD6055000321

DOJI0148EP

USD

20,589.70

20,589.70

27-Feb-04

05-Jun-04

0

BROAD INTERNATIONAL CORP.

UNITED STATES

IM401744/04

TD6055000321

DOJI0149EP

USD

82,229.00

82,229.00

27-Feb-04

13-May-04

0

TAECHANGE ENTERPRISE CO. LTD.

KOREA REPUBLIC

IM401745/04

TD6055000321

DOJI01501939JJ

USD

662,756.78

662,756.78

27-Feb-04

18-Jun-04

0

CHINA ARIA TRADING LIMITED

HONG KONG

IM401746/04

TD6055000321

DOJI01511938JJ

USD

941,088.15

941,088.15

27-Feb-04

25-Jun-04

0

CHINA ARIA TRADING LIMITED

HONG KONG

IM401747/04

TD6055000321

DOJI0152NM

USD

57,372.55

57,372.55

27-Feb-04

04-May-04

0

HSIN LING ENTERPRISE CO., LTD.

TAIWAN

IM401665/04

TD6055000321

DOJI01461936JJ

USD

364,599.90

364,599.90

02-Mar-04

14-Aug-04

0

MAC INTERNATIONAL

KOREA REPUBLIC

IM402059/04

TD6055000321

DOJI01531942LN

USD

58,934.10

58,934.10

03-Mar-04

24-Apr-04

0

LAL TEXTIL LTDA

BRAZIL

IM402140/04

TD6055000321

DOJI0154JS

USD

137,528.60

137,528.60

04-Mar-04

07-May-04

0

MUST GARMENT CORP. LTD

HONG KONG

IM402141/04

TD6055000321

DOJI0155GC

USD

237,265.65

237,265.65

04-Mar-04

13-May-04

0

BROAD INTERNATIONAL CORP.

UNITED STATES

IM402142/04

TD6055000321

DOJI0156BA

USD

157,904.57

157,904.57

04-Mar-04

27-Apr-04

0

NINGBO FANHUA WOLLEN SWEATER ???

CHINA

IM402143/04

TD6055000321

DOJI0157BA

USD

65,493.79

65,493.79

04-Mar-04

04-May-04

0

KING BEST INDUSTRIAL LTD.

HONG KONG

IM402136/04

TD6055000321

DOJI0158NM

USD

16,450.56

16,450.56

04-Mar-04

18-May-04

0

NINGBO FANHUA WOLLEN SWEATER CO.

CHINA

IM402138/04

TD6055000321

DOJI0160NM

USD

66,838.97

66,838.97

04-Mar-04

11-May-04

0

KOREA APPAREL CO., LTD

KOREA REPUBLIC

IM402287/04

TD6055000321

DOJI01621951JJ

USD

52,869.48

52,869.48

05-Mar-04

14-Jun-04

0

VICTORY CENTURY INDUSTRIES LTD.

HONG KONG

IM402281/04

TD6055000321

DOJI01631952JJ

USD

228,690.00

228,690.00

05-Mar-04

30-May-04

0

KSM LIMITED

HONG KONG

IM402282/04

TD6055000321

DOJI01641960JJ

USD

69,037.50

69,037.50

05-Mar-04

17-May-04

0

KING STAR GARMENT HONDURAS S D???

TAIWAN

IM402283/04

TD6055000321

DOJI01651961JJ

USD

203,097.10

203,097.10

05-Mar-04

17-May-04

0

GARTEX KNITTING FTY LTD.

HONG KONG

IM402284/04

TD6055000321

DOJI0166EP

USD

24,236.10

24,236.10

05-Mar-04

30-Apr-04

0

SKYLITE APPARELS

HONG KONG

IM402286/04

TD6055000321

DOJI0168NC

USD

126,983.20

126,983.20

05-Mar-04

06-May-04

0

TAECHANGE ENTERPRISE CO.,LTD.

KOREA REPUBLIC

IM402288/04

TD6055000321

DOJI0169NC

USD

339,088.39

339,088.39

05-Mar-04

19-May-04

0

INJAE TRADING COMPANY

HONG KONG

IM402289/04

TD6055000321

DOJI0170NC

USD

17,656.51

17,656.51

05-Mar-04

09-Jun-04

0

SUHCHEON COMPANY. LTD.

KOREA REPUBLIC

IM402290/04

TD6055000321

DOJI0171EP

USD

18,066.24

18,066.24

05-Mar-04

27-Apr-04

0

KING BEST INDUSTRIAL LTD.

HONG KONG

IM402291/04

TD6055000321

DOJI0172GC

USD

94,740.05

94,740.05

05-Mar-04

27-Mar-04

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM402387/04

TD6055000322

DOJI0175GC

USD

428,737.50

428,737.50

06-Mar-04

30-May-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM402388/04

TD6055000322

DOJI0176JS

USD

24,874.50

24,874.50

06-Mar-04

25-Apr-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM402439/04

TD6055000322

DOJI01771963JJ

USD

142,480.80

142,480.80

09-Mar-04

24-Jun-04

0

GREAT CAPITAL GARMENT LIMITED

HONG KONG

IM402748/04

TD6055000322

DOJI0178AL

USD

110,621.70

110,621.70

11-Mar-04

01-May-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM402749/04

TD6055000322

DOJI0179EP

USD

3,209.70

3,209.70

11-Mar-04

01-May-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM402750/04

TD6055000322

DOJI0180NM

USD

391.75

391.75

11-Mar-04

20-Apr-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM402751/04

TD6055000322

DOJI0181NM

USD

148,773.20

148,773.20

11-Mar-04

01-May-04

0

DRAGONFISH HOLDING (BVI)COMPANY

TAIWAN

IM402752/04

TD6055000322

DOJI01821964JJ

USD

826,309.26

826,309.26

11-Mar-04

30-Jun-04

0

WAI LAM MAO IEK HONG

MACAO

IM402753/04

TD6055000322

DOJI01831966LN

USD

425,289.06

425,289.06

11-Mar-04

14-Jun-04

0

SAYTAZ INTERNATIONAL

BANGLADESH

IM402754/04

TD6055000322

DOJI01841969JJ

USD

202,002.15

202,002.15

11-Mar-04

09-Jun-04

0

SPECIAL INTERNATIONAL CO. LTD

TAIWAN

IM403322/04

TD6055000322

DOJI01861953JJ

USD

522,597.60

522,597.60

18-Mar-04

14-Aug-04

0

EASY WORLD CO., LTD. KOREA

KOREA REPUBLIC

Outstanding Report — Import LC Report as of 30-Apr-04
Page 4 of 7

Lc Ref No

CAR Ref

Customer Ref

Curr

Outstanding Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM403323/04

TD6055000322

DOJI01871954JJ

USD

23,310.00

23,310.00

18-Mar-04

30-May-04

0

LIAONING CHENGDA CO., LTD.

CHINA

IM403324/04

TD6055000322

DOJI0188BA

USD

72,256.80

72,256.80

18-Mar-04

20-Apr-04

0

HUXING INTERNATIONAL, INC. (NY)

UNITED STATES

IM403309/04

TD6055000322

DOJI0189JS

USD

230,608.33

230,608.33

18-Mar-04

14-Jun-04

0

INJAE TRADING COMPANY

HONG KONG

IM403310/04

TD6055000322

DOJI0190BA

USD

131,527.61

131,527.61

18-Mar-04

30-Apr-04

0

SEJEE COMPANY LTD.

HONG KONG

IM403311/04

TD6055000322

DOJI0191JS

USD

553,885.98

553,885.98

18-Mar-04

30-Jun-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM403312/04

TD6055000322

DOJI0192BA

USD

25,265.93

25,265.93

18-Mar-04

06-Jun-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM403313/04

TD6055000322

DOJI0193AL

USD

114,128.84

114,128.84

18-Mar-04

06-Jun-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM403314/04

TD6055000322

DOJI0194EP

USD

64,946.06

64,946.06

18-Mar-04

30-Jun-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM403315/04

TD6055000322

DOJI0195AL

USD

63,172.70

63,172.70

18-Mar-04

30-Jun-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM403316/04

TD6055000322

DOJI0196BA

USD

357,000.00

357,000.00

18-Mar-04

30-Apr-04

0

PACIFIC YEE LIK CO., LTD.

HONG KONG

IM403317/04

TD6055000322

DOJI0197NM

USD

428,400.00

428,400.00

18-Mar-04

30-Apr-04

0

PACIFIC YEE LIK CO., LTD.

HONG KONG

IM403318/04

TD6055000322

DOJI0198NM

USD

229,500.00

229,500.00

18-Mar-04

31-May-04

0

PACIFIC YEE LIK CO., LTD.

HONG KONG

IM403319/04

TD6055000322

DOJI0199NC

USD

387,600.00

387.600.00

18-Mar-04

31-May-04

0

PACIFIC YEE LIK CO., LTD.

HONG KONG

IM403320/04

TD6055000322

DOJI0200JW

USD

1,709.65

1,709.65

18-Mar-04

20-Apr-04

0

MERIMO LTD.

BANGLADESH

IM403321/04

TD6055000322

DOJI0201EP

USD

30.78

30.78

18-Mar-04

20-Apr-04

0

MERIMO LTD.

BANGLADESH

IM403326/04

TD6055000322

DOJI0202EP

USD

131,219.02

131,219.02

18-Mar-04

30-Apr-04

0

SEJEE COMPANY LTD.

HONG KONG

IM403327/04

TD6055000322

DOJI0203NC

USD

60,404.35

60,404.35

19-Mar-04

13-May-04

0

BROAD INTERNATIONAL CORP.

UNITED STATES

IM403493/04

TD6055000322

DOJI0204NM

USD

15,867.15

15,867.15

19-Mar-04

21-May-04

0

TOMEN(HKG) CO LTD.

HONG KONG

IM403584/04

TD6055000322

DOJI02061978JJ

USD

158,230.80

158,230.80

20-Mar-04

10-May-04

0

AG COM PAKSI SENG

MACAO

IM403588/04

TD6055000322

DOJI0208AL

USD

152,218.48

152,218.48

20-Mar-04

19-Mar-04

0

KOREA APPAREL CO LTD.

KOREA REPUBLIC

IM403586/04

TD6055000322

DOJI0209BA

USD

5,967.00

5,967.00

20-Mar-04

25-May-04

0

KING BEST INDUSTRIAL LTD.

HONG KONG

IM403587/04

TD6055000322

DOJI0210JW

USD

10,748.35

10,748.35

20-Mar-04

30-Apr-04

0

SKYLITE AAPARELS

HONG KONG

IM403759/04

TD6055000322

DOJI0211NC

USD

204,000.00

204,000.00

24-Mar-04

30-Apr-04

0

PACIFIC YEE LIK CO., LTD.

HONG KONG

IM403760/04

TD6055000322

DOJI0212NC

USD

142,800.00

142,800.00

24-Mar-04

30-Apr-04

0

PACIFIC YEE LIK CO., LTD.

HONG KONG

IM403761/04

TD6055000322

DOJI0213NM

USD

408,000.00

408,000.00

24-Mar-04

30-May-04

0

PACIFIC YEE LIK CO., LTD.

HONG KONG

IM403762/04

TD6055000322

DOJI0214JS

USD

163,200.00

163,200.00

24-Mar-04

30-Jun-04

0

PACIFIC YEE LIK CO., LTD.

HONG KONG

IM403763/04

TD6055000322

DOJI0215NM

USD

10,557.50

10,557.50

24-Mar-04

11-May-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM403764/04

TD6055000322

DOJI0216NM

USD

16,402.75

16,402.75

24-Mar-04

21-May-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM404034/04

TD6055000322

DOJI02181983JJ

USD

131,493.60

131,493.60

29-Mar-04

14-Aug-04

0

THE WILL-BES AND CO., LTD.

KOREA REPUBLIC

IM404035/04

TD6055000322

DOJI02191989JJ

USD

52,500.00

52,500.00

29-Mar-04

18-May-04

0

GOLDTREND ENTERPRISES LTD.

HONG KONG

IM404039/04

TD6055000322

DOJI02201994JJ

USD

60,419.10

60,419.10

29-Mar-04

30-Jun-04

0

FORTUNELY INTERNATIONAL LTD.

HONG KONG

IM404036/04

TD6055000322

DOJI02212005JJ

USD

113,855.70

113,855.70

29-Mar-04

28-Jun-04

0

GARTEX KNITTING FTY. LTD.

HONG KONG

IM404037/04

TD6055000322

DOJI02221985JJ

USD

156,177.00

156,177.00

29-Mar-04

30-Jul-04

0

CITY GROUP-PARSA KNITTING IND. LTD.

BANGLADESH

IM404038/04

TD6055000322

DOJI02232006JJ

USD

22,176.00

22,176.00

29-Mar-04

07-Jun-04

0

KING STAR GARMENT HONDURAS S.D???

TAIWAN

IM404040/04

TD6055000322

DOJI0228NC

USD

19,281.60

19,281.60

29-Mar-04

13-May-04

0

CANSTAR INTERNATIONAL ENTERPRISE

CHINA

IM404122/04

TD6055000322

DOJI0224NM

USD

656,544.58

656,544.58

30-Mar-04

15-May-04

0

MERIMO LTD.

BANGLADESH

IM404123/04

TD6055000322

DOJI0225NM

USD

486,547.59

486,547.59

30-Mar-04

15-May-04

0

MERIM CORPORATION

KOREA REPUBLIC

IM404124/04

TD6055000322

DOJI0226JW

USD

91,288.57

91,288.57

30-Mar-04

15-May-04

0

MERIMO LTD.

BANGLADESH

IM404125/04

TD6055000322

DOJI0227EP

USD

12,306.98

12,306.98

30-Mar-04

l5-May-04

0

MERIMO LTD.

BANGLADESH

IM404431/04

TD6055000322

DOJI0229AL

USD

84,688.87

84,688.87

01-Apr-04

19-May-04

0

CK INTL CORP

KOREA REPUBLIC

IM404432/04

TD6055000322

DOJI0230AL

USD

237,953.76

237,953.76

01-Apr-04

10-Jul-04

0

HONG KONG SHUERTAI CO., LTD.

HONG KONG

IM404433/04

TD6055000322

DOJI0231JS

USD

200,356.55

200,386.55

01-Apr-04

07-Jun-04

0

DAEGU APPAREL CORPORATION

KOREA REPUBLIC

IM404434/04

TD6055000322

DOJI0232JS

USD

256,210.13

256,210.13

01-Apr-04

13-Jun-04

0

SEOHEUNG TRADING CO., LTD.

KOREA REPUBLIC

IM404435/04

TD6055000322

DOJI0233JS

USD

328,882.68

328,882.68

01-Apr-04

13-Jun-04

0

SEOHEUNG TRADING CO., LTD.

KOREA REPUBLIC

IM404436/04

TD6055000322

DOJI0234JW

USD

138,858.52

138,858.52

01-Apr-04

18-May-04

0

NINGBO FANHUA WOLLEN SWEATER ???

CHINA

Outstanding Report — Import LC Report as of 30-Apr-04
Page 5 of 7

Lc Ref No

CAR Ref

Customer Ref

Curr

Outstanding Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM404437/04

TD6055000322

DOJI0235NC

USD

27,505.73

27,505.73

01-Apr-04

20-Apr-04

0

HUXING INTERNATIONAL, INC. (NY)

UNITED STATES

IM404438/04

TD6055000322

DOJI0236NC

USD

16,762.68

16,762.68

01-Apr-04

20-May-04

0

YUNG LIEN KNITWEAR MFT.CO,LTD

TAIWAN

IM404439/04

TD6055000322

DOJI0237NC

USD

76,443.70

76,443.70

01-Apr-04

30-Jun-04

0

CK INT’L CORP

KOREA REPUBLIC

IM404440/04

TD6055000322

DOJI0238NC

USD

140,485.82

140,485.82

01-Apr-04

30-Jun-04

0

INJAE TRADING COMPANY

HONG KONG

IM404441/04

TD6055000322

DOJI0239EP

USD

30,761.77

30,761.77

01-Apr-04

23-May-04

0

JUNG HWA KOREA CO., LTD.

KOREA REPUBLIC

IM404442/04

TD6055000322

DOJI0240EP

USD

89,654.33

89,654.33

01-Apr-04

14-Jun-04

0

SAMHAN CAMBODIA FABRIC CO., LTD.

CAMBODIA

IM404443/04

TD6055000322

DOJI0241NC

USD

78,615.17

78,615.17

01-Apr-04

30-Jun-04

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

IM404444/04

TD6055000322

DOJI0242NC

USD

131,843.98

131,843.98

01-Apr-04

30-Jun-04

0

HAE YANG KNITTING FACTORY, LTD.

KOREA REPUBLIC

IM404445/04

TD6055000322

DOJI0243JW

USD

92,620.08

92,620.08

01-Apr-04

30-May-04

0

ROUSSO APPAREL GROUP (ASIA) LTD

HONG KONG

IM404447/04

TD6055000322

DOJI0246NM

USD

561,855.78

561,855.78

01-Apr-04

14-Sep-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM404446/04

TD6055000322

DOJI0246JS

USD

309,066.68

309,066.68

01-Apr-04

30-Jul-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM404513/04

TD6055000322

DOJI0244BA

USD

336,995.25

336,995.25

02-Apr-04

30-Jun-04

0

ROUSSO APPAREL GROUP (ASIA) LTD

HONG KONG

IM405279/04

TD6055000322

DOJI02472023JJ

USD

163,800.00

163,800.00

09-Apr-04

14-Aug-04

0

E.Z. CO., LTD.

TAIWAN

IM405283/04

TD6055000322

DOJI0248JS

USD

170,974.52

170,974.52

09-Apr-04

30-Aug-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM405284/04

TD6055000322

DOJI0249NM

USD

48,450.95

48,450.95

09-Apr-04

30-Jul-04

0

PEARL BUYING SERVICES (PVT) LTD

BANGLADESH

IM405280/04

TD6055000322

DOJI0250JS

USD

190,477.28

190,477.28

09-Apr-04

10-Jun-04

0

MUST GARMENT CORP. LTD

HONG KONG

IM405281/04

TD6055000322

DOJI0251EP

USD

51,912.00

51,912.00

09-Apr-04

27-May-04

0

GENIE WORKS CO. LTD.

KOREA REPUBLIC

IM405282/04

TD6055000322

DOJI0252GC

USD

46,839.93

46,839.93

09-Apr-04

14-Jun-04

0

ALLIANCE MERCHANDISING P. LTD.

INDIA

IM405439/04

TD6055000322

DOJI0253NM

USD

271,466.27

271,466.27

13-Apr-04

19-May-04

0

KOWATEX LIMITED

HONG KONG

IM405440/04

TD6055000322

DOJI0254NM

USD

162,846.88

162,846.88

13-Apr-04

14-Jun-04

0

KOWATEX LIMITED

HONG KONG

IM405441/04

TD6055000322

DOJI0255NM

USD

30,900.00

30,900.00

13-Apr-04

21-May-04

0

KUNSHAN SUNLONG TEXTILE CO., LTD

CHINA

IM405442/04

TD6055000322

DOJI0256EP

USD

55,450.05

55,450.05

13-Apr-04

01-Jul-04

0

WUXI XIEXIN GROUP CO., LTD.

CHINA

IM405443/04

TD6055000322

DOJI0257NC

USD

196.98

196.98

13-Apr-04

11-May-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM405437/04

TD6055000322

DOJI0258JW

USD

289,341.38

289,341.38

13-Apr-04

14-Jun-04

0

MERIMO LTD.

BANGLADESH

IM405438/04

TD605500322

DOJI0259AL

USD

380.60

380.60

13-Apr-04

20-Apr-04

0

STANDTEX COMPANY LTD.

TAIWAN

IM405858/04

TD6055000322

DOJI0260NC

USD

19,467.00

19,467.00

16-Apr-04

21-May-04

0

DRAGONFISH HOLDING (BVI) COMPANY

TAIWAN

IM405864/04

TD6055000322

DOJI0261EP

USD

67,218.00

67,218.00

16-Apr-04

28-May-04

0

DUCK HUNG TRADING CO., LTD.

KOREA REPUBLIC

IM405865/04

TD6055000322

DOJI0262NC

USD

101,347.20

101,347.20

16-Apr-04

31-May-04

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM405866/04

TD6055000322

DOJI0263NC

USD

36,745.09

36,745.09

16-Apr-04

20-May-04

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM405867/04

TD6055000322

DOJI0264EP

USD

81,620.50

81,620.50

16-Apr-04

12-Jul-04

0

ITEXFIL LTD.

KOREA REPUBLIC

IM405859/04

TD6055000322

DOJI0265EP

USD

53,661.79

53,661.79

16-Apr-04

12-Jul-04

0

JAE SEUNG TEXTILE CO., LTD

KOREA REPUBLIC

IM405868/04

TD6055000322

DOJI0266EP

USD

110,863.29

110,863.29

16-Apr-04

05-Jul-04

0

DUCK HUNG TRADING CO., LTD.

KOREA REPUBLIC

IM405860/04

TD6055000322

DOJI0267EP

USD

20,219.66

20,219.66

16-Apr-04

06-Jun-04

0

ALLIANCE KNITTERS, INC.

UNITED STATES

IM405861/04

TD6055000322

DOJI0268GC

USD

11,566.80

11,566.80

16-Apr-04

01-Jun-04

0

ALLIANCE KNITTERS, INC.

UNITED STATES

IM405862/04

TD6055000322

DOJI0269EP

USD

72,633.79

72,633.79

16 Apr 04

01-Jun-04

0

CHI- FUNG ENTERPRISE (HK) LTD.

HONG KONG

IM405863/04

TD6055000322

DOJI0270JW

USD

43,636.88

43,636.88

16-Apr-04

15-Jun-04

0

WANG HING KNITTING FACTORY LTD

HONG KONG

IM405869/04

TD6055000322

DOJI0271JW

USD

110,125.73

110,125.73

16-Apr-04

15-Jun-04

0

NINGBO FANHUA WOLLEN SWEATER ???

CHINA

IM405870/04

TD6055000322

DOJI0272EP

USD

206,498.69

206,498.69

16-Apr-04

20-May-04

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM405929/04

TD6055000322

DOJI0273EP

USD

231,838.35

231,838.35

16-Apr-04

15-Jun-04

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM405930/04

TD6055000323

DOJI0274GC

USD

32,168.56

32,168.56

16-Apr-04

15-Jun-04

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM405931/04

TD6055000323

DOJI0275NM

USD

296,082.44

296,082.44

16-Apr-04

14-Jun-04

0

CK INT'L CORP

KOREA REPUBLIC

IM405932/04

TD6055000323

DOJI0276NM

USD

30,511.87

30,511.87

16-Apr-04

23-Jun-04

0

CK INT'L CORP

KOREA REPUBLIC

IM405933/04

TD6055000323

DOJI0277NM

USD

76,438.80

76,438.80

16-Apr-04

25-Jun-04

0

SUHCHEON COMPANY, LTD

KOREA REPUBLIC

IM405934/04

TD6055000323

DOJI0278NM

USD

207,940.67

207,940.67

16-Apr-04

30-Jun-04

0

HAE YANG KNITTING FACTORY LTD

KOREA REPUBLIC

IM405935/04

TD6055000323

DOJI0279NM

USD

99,762.32

99,762.32

16-Apr-04

30-Jun-04

0

HAE YANG KNITTING FACTORY LTD

KOREA REPUBLIC

Outstanding Report — Import LC Report as of 30-Apr-04
Page 6 of 7

Lc Ref No

CAR Ref

Customer Ref

Curr

Outstanding Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM405936/04

TD6055000323

DOJI0280NM

USD

217,336.60

217,336.60

16-Apr-04

22-Jun-04

0

HAE YANG KNITTING FACTORY LTD.

KOREA REPUBLIC

IM405937/04

TD6055000323

DOJI0281NM

USD

32,773.62

32,773.62

16-Apr-04

19-May-04

0

HSIN LING ENTERRISE CO., LTD.

TAIWAN

IM405938/04

TD6055000323

DOJI0282NM

USD

204,124.64

204,124.64

16-Apr-04

19-May-04

0

HSIN LING ENTERRISE CO., LTD.

TAIWAN

IM405939/04

TD6055000323

DOJI0283NM

USD

91,486.25

91,486.25

16-Apr-04

19-May-04

0

HSIN LING ENTERRISE CO., LTD.

TAIWAN

IM405940/04

TD6055000323

DOJI0284NM

USD

347,911.90

347,911.90

16-Apr-04

01-Jun-04

0

ALLIANCE KNITTERS, INC.

UNITED STATES

IM405941/04

TD6055000323

DOJI0285BA

USD

48,546.29

48,546.29

16-Apr-04

05-Jul-04

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM405942/04

TD6055000323

DOJI0286BA

USD

40,771.85

40,771.85

16-Apr-04

30-Jun-04

0

TOGETHER TRADING CO., LTD.

KOREA REPUBLIC

IM405943/04

TD6055000323

DOJI0287BA

USD

102,808.96

102,808.96

16-Apr-04

16-Jun-04

0

TOGETHER TRADING CO., LTD.

KOREA REPUBLIC

IM405948/04

TD6055000323

DOJI0288BA

USD

28,214.73

28,214.73

16-Apr-04

08-Jun-04

0

HSIN LING ENTERRISE CO., LTD.

TAIWAN

IM405949/04

TD6055000323

DOJI0289BA

USD

143,000.33

143,000.33

16-Apr-04

22-Jun-04

0

KOWATEX LIMITED

HONG KONG

IM405945/04

TD6055000323

DOJI0290BA

USD

178,460.42

178,460.42

16-Apr-04

15-Jun-04

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM405946/04

TD6055000323

DOJI0291BA

USD

117,940.56

117,940.56

16-Apr-04

18-May-04

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM405947/04

TD6055000323

DOJI0292BA

USD

98,931.02

98,931.02

16-Apr-04

18-May-04

0

HONG KONG SHUERTAI CO. LTD.

HONG KONG

IM406390/04

TD6055000323

DOJI0293NM

USD

551,636.86

551,636.86

22-Apr-04

15-Jun-04

0

KOWATEX LIMITED

HONG KONG

IM406391/04

TD6055000323

DOJI0294NM

USD

55,023.08

55,023.08

22-Apr-04

13-Jul-04

0

KOWATEX LIMITED

HONG KONG

IM406392/04

TD6055000323

DOJI0295NM

USD

250,783.63

250,783.63

22-Apr-04

13-Jul-04

0

KOWATEX LIMITED

HONG KONG

IM406393/04

TD6055000323

DOJI0296NM

USD

72,832.28

72,832.28

22-Apr-04

22-Jun-04

0

KOWATEX LIMITED

HONG KONG

IM406394/04

TD6055000323

DOJI0297AL

USD

524,585.44

524,585.44

22-Apr-04

08-Jul-04

0

KOWATEX LIMITED

HONG KONG

IM406395/04

TD6055000323

DOJI0298AL

USD

25,204.61

25,204.61

22-Apr-04

22-Jun-04

0

HIGH HOPE INTERNATIONAL GROUP

CHINA

IM406396/04

TD6055000323

DOJI0299JW

USD

102,269.61

102,269.61

22-Apr-04

20-Jun-04

0

SEJEE COMPANY LTD.

HONG KONG

IM406397/04

TD6055000323

DOJI0300JW

USD

74,212.65

74,212.65

22-Apr-04

20-Jun-04

0

MERIM CORPORATION

KOREA REPUBLIC

IM406398/04

TD6055000323

DOJI0301NC

USD

11,330.00

11,330.00

22-Apr-04

31-May-04

0

BROAD INTERNATIONAL CORP.

UNITED STATES

IM406399/04

TD6055000323

DOJI0302/NM

USD

134,527.94

134,527.94

22-Apr-04

14-Jun-04

0

MERIMO LTD.

BANGLADESH

IM406424/04

TD6055000323

DOJI0303NM

USD

305,632.70

305,632.70

22-Apr-04

25-Jun-04

0

SEJEE COMPANY LTD.

HONG KONG

IM406425/04

TD6055000323

DOJI0304NM

USD

156,288.49

156,288.49

22-Apr-04

25-Jun-04

0

MERIM CORPORATION

KOREA REPUBLIC

IM406426/04

TD6055000323

DOJI0305AL

USD

154,698.76

154,698.76

22-Apr-04

25-Jun-04

0

SEJEE COMPANY LTD.

HONG KONG

IM406427/04

TD6055000323

DOJI0306BA

USD

82,265.09

82,265.09

22-Apr-04

15-May-04

0

MERIMO LTD.

BANGLADESH

IM406428/04

TD6055000323

DOJI0307EP

USD

40,928.93

40,928.93

22-Apr-04

14-Aug-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406429/04

TD6055000323

DOJI0308AL

USD

361,136.05

361,136.05

22-Apr-04

15-Jul-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406430/04

TD6055000323

DOJI0309/AL

USD

64,741.95

64,741.95

22-Apr-04

14-Aug-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406431/04

TD6055000323

DOJI0310BA

USD

573,009.38

573,009.38

22-Apr-04

15-Jul-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406432/04

TD6055000323

DOJI0311NM

USD

76,235.31

76,235.31

22-Apr-04

15-Jul-04

0

PAC1PIC YEE LIK CO. LTD.

HONG KONG

IM406433/04

TD6055000323

DOJI0312AL

USD

175,715.71

175,715.71

22-Apr-04

14-Aug-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406434/04

TD6055000323

DOJI0313BA

USD

611,676.25

611,676.25

22-Apr-04

14-Aug-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406435/04

TD6055000323

DOJI0314EP

USD

45,494.86

45,494.86

22-Apr-04

15-Jul-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406436/04

TD6055000323

DOJI0315EP

USD

215,043.13

215,043.13

22-Apr-04

14-Aug-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406437/04

TD6055000323

DOJI0316EP

USD

52,269.49

52,269.49

22-Apr-04

15-Jul-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406438/04

TD6055000323

DOJI0317EP

USD

59,000.47

59,000.47

22-Apr-04

14-Aug-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM406439/04

TD6055000323

DOJI0318NM

USD

4,841.00

4,841.00

22-Apr-04

05-Jun-04

0

BROAD INTERNATIONAL CORP.

UNITED STATES

IM406653/04

TD6055000323

DOJI0319EP

USD

58,140.61

58,140.61

23-Apr-04

11-May-04

0

HUXING INTERNATIONAL INC.(NY)

UNITED STATES

IM407180/04

TD6055000323

DOJI0320JW

USD

145,985.46

145,985.46

30-Apr-04

18-Sep-04

0

PACIFIC YEE LIK CO. LTD.

HONG KONG

IM407182/04

TD6055000323

DOJI0322EP

USD

49,556.70

49,556.70

30-Apr-04

14-Jun-04

0

HIGH HOPE INTERNATIONAL GROUP

CHINA

IM407183/04

TD6055000323

DOJI0323NC

USD

231,172.60

231,172.60

30-Apr-04

08-Jun-04

0

HIGH HOPE INTERNATIONAL GROUP

CHINA

IM407184/04

TD6055000323

DOJI0324NC

USD

23,147.37

23,147.37

30-Apr-04

08-Jun-04

0

HIGH HOPE INTERNATIONAL GROUP

CHINA

IM407185/04

TD6055000323

DOJI0325NC

USD

54,468.00

54,468.00

30-Apr-04

09-Jun-04

0

TOGETHER TRADING CO., LTD.

KOREA REPUBLIC

Outstanding Report — Import LC Report as of 30-Apr-04
Page 7 of 7

Lc Ref No

CAR Ref

Customer Ref

Curr

Outstanding Balance

USD Eqv

Issue Date

Expiry Date

Tenor

Beneficiary

Ben Country

IM407187/04

TD6055000323

DOJI0327JW

USD

143,567.86

143,567.86

30-Apr-04

15-Jun-04

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM407188/04

TD6055000323

DOJI0328NC

USD

59,507.62

59,507.62

30-Apr-04

15-Jun-04

0

HONG KONG SHUERTAI CO. LTD

HONG KONG

IM407189/04

TD6055000323

DOJI0329EP

USD

15,446.88

15,446.88

30-Apr-04

30-Jun-04

0

SUHCHEON COMPANY, LTD.

KOREA REPUBLIC

IM407190/04

TD6055000323

DOJI0330EP

USD

20,563.20

20,563.20

30-Apr-04

30-Jun-04

0

THE HONESTIEST ENTERPRISE CO. LTD

TAIWAN

IM407191/04

TD6055000323

DOJI0331NC

USD

38,225.52

38,225.52

30-Apr-04

30-Jun-04

0

THE HONESTIEST ENTERPRISE CO. LTD

TAIWAN

IM407192/04

TD6055000323

DOJI0332EP

USD

62,628.00

62,628.00

30-Apr-04

30-Jun-04

0

AUTOMOBILE FASHIONS CO., LTD.

TAIWAN

IM407193/04

TD6055000323

DOJI0333GG

USD

64,194.75

64,194.75

30-Apr-04

26-Jun-04

0

BROAD INTERNATIONAL CORP

UNITED STATES

IM407194/04

TD6055000323

DOJI0334BA

USD

6,089.81

6,089.81

30-Apr-04

14-Jun-04

0

CHUNG SHING TEXTILE CO., LTD.

TAIWAN

IM407195/04

TD6055000323

DOJI0335AL

USD

201,448.83

201,448.83

30-Apr-04

07-Jun-04

0

CHUNG SHING TEXTILE CO.. LTD.

TAIWAN

IM407196/04

TD6055000323

DOJI0336NM

USD

59,487.73

59,487.73

30-Apr-04

14-Jun-04

0

CHUNG SHING TEXTILE CO., LTD.

TAIWAN

IM407177/04

TD6055000323

DOJI0337AL

USD

209,058.89

209,058.89

30-Apr-04

31-May-04

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM407197/04

TD6055000323

DOJI0338AL

USD

71,041.73

71,041.73

30-Apr-04

28-Jun-04

0

DO1 MARKETING SERVICE

KOREA REPUBLIC

IM407198/04

TD6055000323

DOJI0339AL

USD

164,008.35

164,008.35

30-Apr-04

23-Jun-04

0

TOGETHER TRADING CO. LTD.

KOREA REPUBLIC

IM407199/04

TD6055000323

DOJI0341AL

USD

61,285.00

61,285.00

30 Apr-04

04-Jun-04

0

TAECHANGE ENTERPRISE CO. LTD.

KOREA REPUBLIC

IM407200/04

TD6055000323

DOJI0342EP

USD

11,587.50

11,587.50

30-Apr-04

15-Jun-04

0

FUTURE FABRICS INC.

UNITED STATES

IM407201/04

TD6055000323

DOJI03432043JJ

USD

127,701.00

127,701.00

30-Apr-04

15-Jul-04

0

NJU INTERNATIONAL DEVELOPING CO.

TAIWAN

IM407202/04

TD6055000323

DOJI03442056JJ

USD

289,074.45

289,074.45

30-Apr-04

23-Jul-04

0

CHINA ARIA TRADING LIMITED

HONG KONG

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5813344002	UNITEX FASHION LTD.	Sight	12/12/2003	287,386.70 USD
AG/322	HONG KONG		04/20/2004	87,451.29 USD
5813554736	UNITEX FASHION LIMITED	Sight	07/28/2003	131,820.00 USD
KG/084	HONG KONG		05/25/2004	0.00 USD
5813554862	KOWATEX LIMITD,	Sight	10/31/2003	17,820.00 USD
AG/274	HONG KONG		04/27/2004	2,848.13 USD
5813554905	SHANGHAI K AND J APPAREL CO., LTD.	Sight	12/08/2003	68,643.85 USD
AG/318	PEOPLE’S REPUBLIC OF CHINA		04/20/2004	118,284.57 USD
5813554906	CHINA TING GARMENT MFG(GROUP) LTD.,	Sight	12/08/2003	288,628.45 USD
AG/319	HONG KONG		05/04/2004	13,132.45 USD
5813554929	VENTURA ENTERPRISE INC.	Sight	12/18/2003	922,189.69 USD
AG/352	UNITED STATES OF AMERICA		04/25/2004	172,130.66 USD
5813554933	FLORA FASHIONS FACTORY 1/F., FLAT	Sight	12/22/2003	198,704.11 USD
AG/359	HONG KONG		05/04/2004	73,241.68 USD
5813554935	LEE YEUNG GARMENT FACTORY LIMITED,	Sight	12/22/2003	49,975.80 USD
AG/361	HONG KONG		04/27/2004	65,412.66 USD
5814554659	N.I. TEIJIN SHOJI (USA) INC .,	Sight	01/16/2004	120,640.00 USD
KF/006	UNITED STATES OF AMERICA		04/20/2004	50,161.34 USD
5814554664	JETWAY GARMENTS LIMITED, 9/F AND	Sight	01/14/2004	86,129.70 USD
AG/009	HONG KONG		04/27/2004	40,304.61 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 1 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554675	SAIWAN INTERNATIONAL LIMITED BLOCK	Sight	01/26/2004	253,619.63 USD
	HONG KONG		05/25/2004	328,698.45 USD
5814554676	GRAND TECH INTERNATIONAL CO., LTD.,	Sight	01/23/2004	177,577.11 USD
	HONG KONG		05/26/2004	269,795.06 USD
5814554677	CARNIVAL INDUSTRIAL CORP.,	Sight	01/23/2004	270,079.76 USD
KG/009	TAIWAN, PROVINCE OF ROC		05/15/2004	603,349.73 USD
5814554679	DO DO FASHION LTD.	Sight	01/23/2004	562,030.19 USD
KG/011	HONG KONG		05/25/2004	1,376,231.74 USD
5814554698	FORTUNE MINT LIMITED	Sight	02/13/2004	111,743.20 USD
KG/041	HONG KONG		05/15/2004	163,728.80 USD
5814554699	WELL BUSINESS KNITTING FACTORY LTD.	Sight	02/16/2004	114,247.80 USD
KG/042	HONG KONG		05/15/2004	6,440.00 USD
5814554700	UNITEX FASHION LTD.	Sight	02/13/2004	44,383.00 USD
KG/043	HONG KONG		05/15/2004	50,026.00 USD
5814554706	GLOBAL SOURCING COMPANY	Sight	02/16/2004	500,000.00 USD
AG/038	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554707	GLOBAL SOURCING COMPANY	Sight	02/18/2004	500,000.00 USD
AG/039	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554708	GLOBAL SOURCING COMPANY	Sight	02/18/2004	500,000.00 USD
AG/040	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554709	GLOBAL SOURCING COMPANY	Sight	02/18/2004	500,000.00 USD
AG/041	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 2 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554710	GLOBAL SOURCING COMPANY	Sight	02/18/2004	500,000.00 USD
AG/042	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554711	GLOBAL SOURCING COMPANY	Sight	02/18/2004	500,000.00 USD
AG/043	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554712	GLOBAL SOURCING COMPANY	Sight	02/18/2004	500,000.00 USD
AG/044	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554713	GLOBAL SOURCING COMPANY	Sight	02/18/2004	500,000.00 USD
AG/045	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554714	GLOBAL SOURCING COMPANY	Sight	02/18/2004	500,000.00 USD
AG/046	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554715	GLOBAL SOURCING COMPANY	Sight	02/18/2004	500,000.00 USD
AG/047	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554716	GLOBAL SOURCING COMPANY	Sight	02/20/2004	500,000.00 USD
AG/048	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554717	GLOBAL SOURCING COMPANY	Sight	02/20/2004	500,000.00 USD
AG/049	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554718	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/050	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554719	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/051	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554720	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/052	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554721	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/053	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 3 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554722	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/054	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554723	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/055	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554724	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/056	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554725	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/057	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554726	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/058	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554727	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/059	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554728	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/060	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554729	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/061	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554730	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/062	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554731	GLOBAL SOURCING LIMITED	Sight	02/19/2004	500,000.00 USD
AG/063	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554732	GLOBAL SOURCING LIMITED	Sight	02/19/2004	500,000.00 USD
AG/064	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554733	GLOBAL SOURCING LIMITED	Sight	02/19/2004	500,000.00 USD
AG/065	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 4 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554734	GLOBAL SOURCING LIMITED	Sight	02/20/2004	500,000.00 USD
AG/066	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554735	GLOBAL SOURCING LIMITED	Sight	02/19/2004	500,000.00 USD
AG/067	REPUBLIC OF KOREA		08/25/2004	500,000.00 USD
5814554736	TRISTATE TRADING LIMITED -MACAO	Sight	02/18/2004	292,034.44 USD
AG/069	MACAU		05/25/2004	1,363,657.62 USD
5814554738	HIGH FASHION GARMENTS CO.	Sight	02/20/2004	90,316.00 USD
AG/077	HONG KONG		05/04/2004	90,316.00 USD
5814554739	FU SON GARMENT FACTORY,	Sight	02/20/2004	77,750.50 USD
AG/078	MACAU		04/27/2004	77,750.50 USD
5814554740	WESTBURG GARMENT FACTORY	Sight	02/20/2004	126,698.85 USD
AG/079	MACAU		04/27/2004	0.00 USD
5814554742	KOWATEX LIMITED,	Sight	02/20/2004	105,451.80 USD
KG/052	HONG KONG		05/25/2004	239,447.60 USD
5814554746	FORMOSTAR GARMENT CO., LTD.	Sight	02/20/2004	71,133.28 USD
KG/059	TAIWAN, PROVINCE OF ROC		05/24/2004	71,133.28 USD
5814554747	FORMOSTAR GARMENT CO., LTD	Sight	02/20/2004	42,912.80 USD
KG/060	TAIWAN, PROVINCE OF ROC		05/17/2004	42,912.80 USD
5814554748	FORMOSTAR GARMENT CO., LTD	Sight	02/20/2004	8,343.48 USD
KG/061	TAIWAN, PROVINCE OF ROC		05/24/2004	8,343.48 USD
5814554749	FORMOSTAR GARMENT CO., LTD	Sight	02/23/2004	3,742.40 USD
KG/062	TAIWAN, PROVINCE OF ROC		05/17/2004	3,742.40 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 5 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554751	HT TRADING LIMITED, A VENIDA	Sight	02/24/2004	428.26 USD
KG/065	MACAU		05/10/2004	2,724.26 USD
5814554752	HT TRADING LIMITED, A VENIDA	Sight	02/24/2004	2,814.04 USD
KG/066	MACAU		04/25/2004	5,426.82 USD
5814554756	TAI FUNG TEXTILES	Sight	02/26/2004	111,155.00 USD
0004/AC00007	HONG KONG		05/05/2004	5,463.98 USD
5814554757	SUIT WAY CO., LTD.,	Sight	02/27/2004	687,798.68 USD
KG/073	HONG KONG		05/29/2004	833,950.47 USD
5814554758	EASY ON LTD.,	Sight	02/27/2004	71,132.75 USD
AG/083	HONG KONG		05/04/2004	74,432.75 USD
5814554759	FORTUNE MINT LIMITED	Sight	02/27/2004	241,973.25 USD
AG/084	HONG KONG		05/04/2004	122,195.80 USD
5814554760	JEN HSIEN INDUSTRIAL CO., LTD.,	Sight	02/27/2004	94,758.50 USD
KG/074	TAIWAN, PROVINCE OF ROC		04/30/2004	7,262.00 USD
5814554761	GOKALDAS IMAGES PVT LTD	Sight	02/27/2004	469,109.78 USD
KG/075	INDIA		05/01/2004	469,109.78 USD
5814554762	GOKALDAS IMAGES PVT LTD	Sight	02/27/2004	4,162.52 USD
KG/076	INDIA		05/01/2004	4,162.52 USD
5814554763	GOKALDAS IMAGES PVT LTD	Sight	02/27/2004	21,052.04 USD
KG/077	INDIA		05/01/2004	21,052.04 USD
5814554765	YANG SHENG GARMENT ENTERPRISES CO.,	Sight	03/03/2004	92,844.70 USD
KG/078	TAIWAN, PROVINCE OF ROC		05/15/2004	8,897.40 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 6 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554767	MIROGLIO TEXTILES USA, INC.	Sight	03/02/2004	55,722.50 USD
0005VB00021	UNITED STATES OF AMERICA		06/25/2004	117,573.70 USD
5814554768	JOY PLUS TRADING (H.K.) LTD.	Sight	03/03/2004	297,045.40 USD
KG/082	HONG KONG		04/20/2004	320,288.80 USD
5814554773	HT TRADING LIMITED, A VENIDA	Sight	03/05/2004	201,568.28 USD
KG/093	MACAU		05/26/2004	1,809,226.39 USD
5814554774	CARNIVAL INDUSTRIAL CORP.,	Sight	03/05/2004	199,234.02 USD
KG/094	TAIWAN, PROVINCE OF ROC		07/15/2004	2,174,784.27 USD
5814554775	TRISTATE TRADING LIMITED,A VENIDA	Sight	03/08/2004	114,828.00 USD
KG/095	MACAU		06/08/2004	2,736,070.01 USD
5814554777	FLORA FASHIONS FACTORY 1/F., FLAT	Sight	03/08/2004	31,572.99 USD
KG/097	HONG KONG		04/20/2004	0.00 USD
5814554778	JOY PLUS TRADING (H.K.) LTD.	Sight	03/08/2004	2,020.25 USD
KG/098	HONG KONG		04/20/2004	2,020.25 USD
5814554781	GOLDEN WILL FASHIONS LTD	Sight	03/08/2004	98,671.60 USD
KG/101	HONG KONG		04/20/2004	98,671.60 USD
5814554782	GOLDEN WILL FASHIONS LTD	Sight	03/08/2004	8,911.84 USD
KG/102	HONG KONG		04/20/2004	8,911.84 USD
5814554783	GOLDEN WILL FASHIONS LTD.,	Sight	03/08/2004	18,327.40 USD
KG/103	HONG KONG		04/20/2004	18,327.40 USD
5814554784	GOLDEN WILL FASHIONS LTD.,	Sight	03/08/2004	2,289.00 USD
KG/104	HONG KONG		04/20/2004	2,289.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 7 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554785	GOLDEN WILL FASHIONS LTD.,	Sight	03/08/2004	1,370.95 USD
KG/105	HONG KONG		04/20/2004	1,370.95 USD
5814554786	GOLDEN WILL FASHIONS LTD.,	Sight	03/08/2004	526.47 USD
KG/106	HONG KONG		04/20/2004	526.47 USD
5814554787	PT MASTERINDO JAYA ABADI	Sight	03/08/2004	9,498.00 USD
KG/107	REPUBLIC OF INDONESIA		05/18/2004	9,498.00 USD
5814554788	PT MASTERINDO JAYA ABADI	Sight	03/08/2004	22,780.84 USD
KG/108	REPUBLIC OF INDONESIA		05/18/2004	22,780.84 USD
5814554789	PT MASTERINDO JAYA ABADI	Sight	03/09/2004	3,762.00 USD
KG/109	REPUBLIC OF INDONESIA		05/18/2004	3,762.00 USD
5814554790	PT MASTERINDO JAYA ABADI	Sight	03/09/2004	965.16 USD
KG/110	REPUBLIC OF INDONESIA		05/18/2004	965.16 USD
5814554791	CHUNG WEI MING KNITTING FACTORY	Sight	03/10/2004	71,609.50 USD
KG/111	HONG KONG		05/15/2004	71,609.50 USD
5814554793	VENTURA ENTERPRISE INC.	Sight	03/10/2004	80,735.00 USD
AG/092	UNITED STATES OF AMERICA		05/25/2004	80,735.00 USD
5814554794	BROAD INTERNATIONAL CORP.	Sight	03/10/2004	25,658.50 USD
	UNITED STATES OF AMERICA		05/15/2004	6,096.64 USD
5814554796	JIING SHENG KNITTING CO., LTD.	Sight	03/11/2004	24,501.20 USD
AG/097	TAIWAN, PROVINCE OF ROC		04/20/2004	0.00 USD
5814554797	CHINA TING GARMENT MFG. (GROUP)	Sight	03/12/2004	387,932.95 USD
AG/100	HONG KONG		05/25/2004	387,932.95 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 8 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554798	LAKEWILL INDUSTRIAL LIMITED. UNIT	Sight	03/15/2004	177,241.00 USD
AG/101	HONG KONG		05/25/2004	147,427.20 USD
5814554800	TRISTATE TRADING LIMITED, A VENIDA	Sight	03/17/2004	49,044.16 USD
KG/116	MACAU		04/20/2004	212,857.52 USD
5814554802	TRISTATE TRADING LTD-MACAO COMML	Sight	03/17/2004	2,423.35 USD
KG/120	MACAU		05/07/2004	2,423.35 USD
5814554806	N.I. TEIJIN CO. LTD	Sight	03/17/2004	36,210.00 USD
0011AC00013	JAPAN		05/05/2004	36,210.00 USD
5814554807	CARNIVAL INDUSTRIAL CORP.,	Sight	03/17/2004	29,293.20 USD
KG/130	TAIWAN, PROVINCE OF ROC		06/15/2004	179,049.16 USD
5814554809	MITSUI CO. LTD.	Sight	03/17/2004	104,140.00 USD
0013AC00036	JAPAN		04/25/2004	0.00 USD
5814554810	ORIENT CRAFT LTD	Sight	03/18/2004	54,579.60 USD
KG/132	INDIA		05/19/2004	54,579.60 USD
5814554811	ORIENT CRAFT LTD	Sight	03/17/2004	987.08 USD
KG/133	INDIA		05/05/2004	987.08 USD
5814554812	ORIENT CRAFT LTD	Sight	03/17/2004	7,513.28 USD
KG/134	INDIA		05/05/2004	7,513.28 USD
5814554815	FUTURE FABRICS INT’L INC.	Sight	03/17/2004	41,251.00 USD
0016KU00022	UNITED STATES OF AMERICA		04/30/2004	1,886.82 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 9 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554816 AG/104	THE HONESTIEST ENTERPRISE CO.,LTD. TAIWAN, PROVINCE OF ROC	Sight	03/18/2004 04/20/2004	272,399.56 USD 272,399.56 USD
5814554818	H.C.T. TEXTILES CO., LTD.	Sight	03/24/2004	35,346.00 USD
0017KU00009	TAIWAN, PROVINCE OF ROC		05/10/2004	14,231.60 USD
5814554819	PIONEER STREAM LTD.	Sight	03/24/2004	43,898.00 USD
0019KU00026	TAIWAN, PROVINCE OF ROC		05/10/2004	45,023.00 USD
5814554820	PIONEER STREAM LTD.	Sight	03/24/2004	7,280.00 USD
0020KU00060	TAIWAN, PROVINCE OF ROC		05/15/2004	7,280.00 USD
5814554821	H.C.T. TEXTILES CO., LTD.	Sight	03/24/2004	65,250.00 USD
0021KU00032	TAIWAN, PROVINCE OF ROC		05/15/2004	65,250.00 USD
5814554822	PIONEER STREAM LTD.	Sight	03/24/2004	92,500.00 USD
0022KU00039	TAIWAN, PROVINCE OF ROC		06/14/2004	92,500.00 USD
5814554823	PIONEER STREAM LTD.	Sight	03/24/2004	30,765.50 USD
0023KU00011	TAIWAN, PROVINCE OF ROC		04/25/2004	30,765.50 USD
5814554824	WONDERFUL INTL GROUP (HK) LTD.	Sight	03/25/2004	384,826.21 USD
KG/152	HONG KONG		05/30/2004	540,572.82 USD
5814554828	WILHELM ZULEEG GMBH	Sight	03/26/2004	111,375.00 USD
0027AC00033	FEDERAL REPUBLIC OF GERMANY		05/10/2004	111,375.00 USD
5814554829	PIONEER STREAM LTD.	Sight	03/26/2004	18,020.00 USD
0028KU00016	TAIWAN, PROVINCE OF ROC		05/20/2004	10,318.90 USD
5814554830	MITSUI CO. LTD.	Sight	03/26/2004	4,461.45 USD
0029AC0006l	JAPAN		04/20/2004	0.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 10 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554831	MITSUI CO. LTD.	Sight	03/26/2004	6,264.50 USD
0030AC00040	JAPAN		05/30/2004	6,264.50 USD
5814554832	RNC LEATHER, LLC	Sight	03/26/2004	52,897.50 USD
003130J02	UNITED STATES OF AMERICA		05/01/2004	52,897.50 USD
5814554833	SEO KWANG TRADING CO, LTD	Sight	03/30/2004	44,952.00 USD
0032WA00006	REPUBLIC OF KOREA		04/21/2004	0.00 USD
5814554834	SEO KWANG TRADING CO, LTD	Sight	03/30/2004	24,240.00 USD
0033VB00041	REPUBLIC OF KOREA		04/24/2004	0.00 USD
5814554835	TREMO LTD.	Sight	03/30/2004	7,829.30 USD
0034VB00094	REPUBLIC OF KOREA		04/24/2004	0.00 USD
5814554837	SUN BONG SYNTHETICS, INC.	Sight	03/30/2004	56,115.00 USD
0036VB00086	REPUBLIC OF KOREA		04/23/2004	5,280.40 USD
5814554838	EUHA INTERNATIONAL LTD.	Sight	03/30/2004	26,832.00 USD
0037AKS-0311	REPUBLIC OF KOREA		05/21/2004	26,832.00 USD
5814554839	TREMO LTD.	Sight	04/01/2004	14,065.29 USD
0038WA00033	REPUBLIC OF KOREA		05/05/2004	0.00 USD
5814554840	EUHA INTERNATIONAL LTD.	Sight	04/01/2004	10,320.00 USD
0039AKS-0328	REPUBLIC OF KOREA		06/05/2004	10,320.00 USD
5814554841	SEO KWANG TRADING CO, LTD.	Sight	04/01/2004	4,080.00 USD
0040JW00008	REPUBLIC OF KOREA		04/28/2004	24.00 USD
5814554842	NUANCE INDUSTRIES INC.	Sight	04/06/2004	41,654.00 USD
0041WA00038	UNITED STATES OF AMERICA		05/05/2004	41,654.00 USD
5814554843	TRISTATE TRADING LIMITED	Sight	04/06/2004	1,035,376.96 USD
0042VGV-TRANSITI	MACAU		05/22/2004	1,035,376.96 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 11 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type Tenor	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Terms	Expiry Date	Outstanding Amount
5814554844	HF TRADING LIMITED	Sight	04/07/2004	67,593.81 USD
0043HTA008/04	MACAU		04/20/2004	67,593.81 USD
5814554845	WONDERFUL INT’L GROUP (HK) LTD.	Sight	04/06/2004	203,864.84 USD
0044NR-2	HONG KONG		05/25/2004	210,847.22 USD
5814554846	SLITHER LTD.	Sight	04/06/2004	30,600.00 USD
0045JG4213	HONG KONG		05/11/2004	30,600.00 USD
5814554847	JEN HSIEN INDUSTRIAL CO., LTD.	Sight	04/07/2004	45,304.60 USD
0046	TAIWAN, PROVINCE OF ROC		04/21/2004	132.00 USD
5814554848	J.P. DOUMAK INC.	Sight	04/09/2004	13,300.00 USD
0047VB00128	UNITED STATES OF AMERICA		05/05/2004	13,300.00 USD
5814554849	J.P. DOUMAK INC.	Sight	04/09/2004	3,997.50 USD
0048JW00010	UNITED STATES OF AMERICA		05/15/2004	3,997.50 USD
5814554850	NUANCE INDUSTRIES INC.	Sight	04/09/2004	19,250.00 USD
0049VB00129	UNITED STATES OF AMERICA		05/10/2004	19,250.00 USD
5814554851	FUTURE FABRICS INT’L INC.	Sight	04/09/2004	43,008.25 USD
0050KU00073	UNITED STATES OF AMERICA		05/10/2004	43,008.25 USD
5814554852	FUTURE FABRICS INT’L INC.	Sight	04/09/2004	225,417.25 USD
0051KU00040	UNITED STATES OF AMERICA		05/20/2004	225,417.25 USD
5814554853	LANIFICIO CAVERNI AND GRAMIGNI SPA	Sight	04/09/2004	226,312.50 USD
0052AC00018	ITALIAN REPUBLIC		05/15/2004	226,312.50 USD
5814554854	TEXTILE IMPORTS LLC	Sight	04/09/2004	14,700.00 USD
0053AC00034	UNITED STATES OF AMERICA		05/05/2004	14,700.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 12 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554855	MITSUI CO. LTD.	Sight	04/09/2004	94,804.00 USD
0054AE00029	JAPAN		05/15/2004	0.00 USD
5814554856	MITSUI CO. LTD.	Sight	04/09/2004	51,163.00 USD
0055AE00026	JAPAN		05/25/2004	24,148.40 USD
5814554857	ALTINYILDIZ CORP.	Sight	04/09/2004	41,678.50 USD
0056AC00026	UNITED STATES OF AMERICA		05/25/2004	41,678.50 USD
5814554858	LANIFICIO TEXCO S.P.A.	Sight	04/09/2004	189,337.50 USD
0057AE00019	ITALIAN REPUBLIC		06/12/2004	425,425.00 USD
5814554859	HSIN LING ENTERPRISE CO., LTD.	Sight	04/14/2004	1,332.80 USD
0058JT-0330-3	TAIWAN, PROVINCE OF ROC		05/13/2004	1,332.80 USD
5814554860	CLERICI TESSUTO/C. SPA	Sight	04/14/2004	51,714.00 USD
0059AE00007	ITALIAN REPUBLIC		05/15/2004	51,714.00 USD
5814554861	BONOTTO S.P.A	Sight	04/19/2004	48,070.00 USD
0060AE00008	ITALIAN REPUBLIC		06/26/2004	150,524.00 USD
5814554862	LANIFICIO REXLANE SPA	Sight	04/14/2004	30,037.50 USD
0061AE00050	ITALIAN REPUBLIC		06/08/2004	30,037.50 USD
5814554863	J.P. DOUMAK INC.	Sight	04/14/2004	4,891.25 USD
0062JW00009	UNITED STATES OF AMERICA		05/15/2004	4,891.25 USD
5814554864	TREMO LTD.	Sight	04/14/2004	30,576.75 USD
0063WA00039	REPUBLIC OF KOREA		05/07/2004	0.00 USD
5814554865	OEMEC GARMENT MFG., CO., LTD.	Sight	04/14/2004	18,814.40 USD
0064AW00807	TAIWAN, PROVINCE OF ROC		05/06/2004	18,814.40 USD
5814554866	TRISTATE TRADING LIMITED	Sight	04/14/2004	146,036.03 USD
0065SG-3	MACAU		06/14/2004	146,036.03 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 13 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554867	TRISTATE TRADING LIMITED	Sight	04/14/2004	171,461.68 USD
0066SG-1	MACAU		06/02/2004	171,461.68 USD
5814554868	TIMBACC INTERNATIONAL LTD.	Sight	04/14/2004	13,757.39 USD
0067JG4215	HONG KONG		05/30/2004	13,757.39 USD
5814554869	TREMO LTD.	Sight	04/19/2004	32,745.00 USD
0068VB00093	REPUBLIC OF KOREA		05/15/2004	0.00 USD
5814554870	N.I. TEIJIN SHOJI(USA) INC.	Sight	04/19/2004	37,766.00 USD
0069VB00075	UNITED STATES OF AMERICA		05/15/2004	38,587.00 USD
5814554871	HAMIL TEXTILES	Sight	04/19/2004	16.089.00 USD
0070WA00032	UNITED STATES OF AMERICA		05/12/2004	16,089.00 USD
5814554872	LANIFICIO DI TOLLEGNO	Sight	04/19/2004	52,082.50 USD
0071AE00003	ITALIAN REPUBLIC		05/05/2004	52,082.50 USD
5814554873	BONOTTO S.P.A	Sight	04/19/2004	99,637.50 USD
0072AE00033	ITALIAN REPUBLIC		06/05/2004	110,347.50 USD
5814554874	CUCCIRELLI/C. TESSUTI FANTASIA SPA	Sight	04/19/2004	148,043.15 USD
0073AE00018	ITALIAN REPUBLIC		06/12/2004	158,813.15 USD
5814554875	LANIFICIO REXLANE SPA	Sight	04/19/2004	37,940.00 USD
0074AE00049	ITALIAN REPUBLIC		06/08/2004	37,940.00 USD
5814554876	MITSUI CO. LTD.	Sight	04/19/2004	9,420.00 USD
0075AC00069	JAPAN		06/14/2004	9,420.00 USD
5814554877	POWER FASHIONS MANF. LTD.	Sight	04/19/2004	91,304.01 USD
0076JW-7	HONG KONG		05/15/2004	212,298.49 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 14 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554878	FLORA FASHIONS FTY	Sight	04/19/2004	100,272.71 USD
0077JW-8	HONG KONG		05/20/2004	100,272.71 USD
5814554879	HT TRADING LTD. MACAO COMMERCIAL	Sight	04/19/2004	2,043.50 USD
0078JW-10	MACAU		05/02/2004	2,043.50 USD
5814554880	FLORA FASHIONS FTY	Sight	04/19/2004	19,008.20 USD
0079MC-1	HONG KONG		05/15/2004	19,008.20 USD
5814554881	TRISTATE TRADING LIMITED	Sight	04/19/2004	17,079.26 USD
0080SG-4	MACAU		06/07/2004	17,079.26 USD
5814554882	TRISTATE TRADING LIMITED	Sight	04/19/2004	2,901.12 USD
0081SG-2	MACAU		06/02/2004	2,901.12 USD
5814554883	SLITHER LTD.	Sight	04/19/2004	10,500.00 USD
0082JG4214	HONG KONG		06/15/2004	10,500.00 USD
5814554884	HENFIELD ENTERPRISES LIMITED	Sight	04/19/2004	97,161.45 USD
0083JG4216	HONG KONG		05/30/2004	97,161.45 USD
5814554885	HSIN LING ENTERPRISE CO., LTD.	Sight	04/19/2004	121,209.00 USD
0084AZ01	TAIWAN, PROVINCE OF ROC		05/15/2004	121,209.00 USD
5814554886	JIING SHENG KNITTING CO., LTD.	Sight	04/19/2004	12,328.00 USD
0085AZ02	TAIWAN, PROVINCE OF ROC		05/30/2004	12,328.00 USD
5814554887	EVRIM GIYIM SANAYI VE TIC A.S.	Sight	04/19/2004	10,141.20 USD
0086BLANKET	TURKEY		07/07/2004	10,141.20 USD
5814554888	HF TRADING LIMITED	Sight	04/20/2004	22,478.50 USD
0087JW-9	MACAU		05/10/2004	22,478.50 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 15 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554889	EVRIM GIYIM SANAYI VE TIC A.S.	Sight	04/20/2004	47,655.00 USD
0088BLANKET	TURKEY		07/07/2004	47,655.00 USD
5814554890	MRM DERI KONFEKSIYON SAN VE TIC A.S	Sight	04/20/2004	16,458.00 USD
0089041604	TURKEY		05/25/2004	16,458.00 USD
5814554891	DK GLOBAL, INC	Sight	04/20/2004	8,022.75 USD
0090AL00029	REPUBLIC OF KOREA		05/05/2004	8,022.75 USD
5814554892	DK GLOBAL, INC	Sight	04/20/2004	8,550.00 USD
0091AL00009	REPUBLIC OF KOREA		05/05/2004	8,550.00 USD
5814554893	MITSUI CO. LTD.	Sight	04/20/2004	31,556.25 USD
0092AL00007	JAPAN		05/19/2004	32,066.25 USD
5814554894	LANIFICIO CAVERNI AND GRAMIGNI SPA	Sight	04/20/2004	15,300.00 USD
0093AC00084	ITALIAN REPUBLIC		05/22/2004	15,300.00 USD
5814554895	AMOR TESSUTO S.A.	Sight	04/20/2004	26,286.00 USD
0094AC00088	EASTERN REPUBLIC OF URUGUAY		05/23/2004	26,286.00 USD
5814554896	TAI FUNG TEXTILES	Sight	04/21/2004	20,942.00 USD
0095AC00089	HONG KONG		06/11/2004	20,942.00 USD
5814554897	EXSA EXPORT SANAYI MAMULLERI SATIS	Sight	04/20/2004	30,030.00 USD
0096AE00047	TURKEY		05/15/2004	30,030.00 USD
5814554898	INDUSTRIA TESSILE SANESI S.P.A.	Sight	04/20/2004	82,867.50 USD
0097AC00072	ITALIAN REPUBLIC		06/01/2004	82,867.50 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 16 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554899	EXSA EXPORT SANAYI MAMULLERI SATIS	Sight	04/20/2004	15,100.00 USD
0098AC00075	TURKEY		06/05/2004	15,100.00 USD
5814554900	MITSUI CO. LTD.	Sight	04/20/2004	208,500.00 USD
0099AC00035	JAPAN		05/15/2004	208,500.00 USD
5814554902	LAN LUIGI BOGGIO SANPAOLO IMI	Sight	04/20/2004	10,260.00 USD
0100AE00013	ITALIAN REPUBLIC		05/15/2004	10,260.00 USD
5814554903	FAB MILL INC.	Sight	04/23/2004	36,141.50 USD
0101KU00065	UNITED STATES OF AMERICA		06/04/2004	36,141.50 USD
5814554904	PIONEER STREAM LTD..	Sight	04/23/2004	19,757.50 USD
0102KU00072	TAIWAN, PROVINCE OF ROC		05/20/2004	19,757.50 USD
5814554905	SHANGHAI AVIATION I/E CO, LTD	Sight	04/23/2004	42,412.60 USD
0103KU00096	PEOPLE’S REPUBLIC OF CHINA		05/20/2004	42,412.60 USD
5814554906	SHANGHAI AVIATION I/E CO, LTD	Sight	04/23/2004	10,556.00 USD
0104KU00021	PEOPLE’S REPUBLIC OF CHINA		05/20/2004	10,556.00 USD
5814554907	FUTURE FABRICS INT’L INC.	Sight	04/23/2004	11,466.50 USD
0105KU00085	UNITED STATES OF AMERICA		05/20/2004	11,466.50 USD
5814554908	FUTURE FABRICS INT’L INC.	Sight	04/23/2004	59,728.75 USD
0106KU00071	UNITED STATES OF AMERICA		05/20/2004	59,728.75 USD
5814554909	LANIFICIO FALIERO SARTI/FIGLI SPA	Sight	04/23/2004	23,897.25 USD
0107AE00006	ITALIAN REPUBLIC		05/15/2004	23,897.25 USD
5814554910	TEXTILE IMPORTS LLC	Sight	04/27/2004	124,215.00 USD
0108AC00077	UNITED STATES OF AMERICA		05/25/2004	124,215.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 17 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number
Customer Name 949148
KASPER ASL LTD Branch Code
Branch Name 712
HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554911	DIVISIONE MODA	Sight	04/27/2004	39,120.90 USD
0109AE00038	ITALIAN REPUBLIC		05/20/2004	39,120.90 USD
5814554912	LANIFICIO TEXCO S.P.A.	Sight	04/27/2004	194,862.50 USD
0110AE00021	ITALIAN REPUBLIC		06/12/2004	194,862.50 USD
5814554913	ALTINYILDIZ CORP.	Sight	04/27/2004	21,022.00 USD
0111AC00032	UNITED STATES OF AMERICA		05/15/2004	21,022.00 USD
5814554914	INDUSTRIA TESSILE SANESI S.P.A.	Sight	04/27/2004	52,260.00 USD
0112AC00071	ITALIAN REPUBLIC		05/22/2004	52,260.00 USD
5814554915	LANIFICIO GIOVANNI MAGNI SPA	Sight	04/27/2004	32,917.50 USD
0113AC00073	ITALIAN REPUBLIC		05/22/2004	32,917.50 USD
5814554916	ALTINYILDIZ CORP.	Sight	04/27/2004	12,682.00 USD
0114AC00029	UNITED STATES OF AMERICA		05/15/2004	12,682.00 USD
5814554917	ALTINYILDIZ CORP.	Sight	04/27/2004	65,056.00 USD
0115AC00066	UNITED STATES OF AMERICA		06/04/2004	65,056.00 USD
5814554918	MITSUI CO. LTD.	Sight	04/27/2004	68,130.00 USD
0116AC00067	JAPAN		06/14/2004	68,130.00 USD
5814554919	MITSUI CO. LTD.	Sight	04/27/2004	34,065.00 USD
0117AC00083	JAPAN		06/20/2004	34,065.00 USD
5814554920	MITSUI CO. LTD.	Sight	04/27/2004	3,735.00 USD
0118AC00068	JAPAN		06/14/2004	3,735.00 USD
5814554921	TEXTILE IMPORTS LLC	Sight	04/27/2004	9,200.00 USD
0119AC00078	UNITED STATES OF AMERICA		06/19/2004	9,200.00 USD
5814554922	GEO MUCK CO., LTD.	Sight	04/27/2004	1,860.00 USD
0120AC00100	REPUBLIC OF KOREA		06/04/2004	1,860.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 18 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number
Customer Name 949148
KASPER ASL LTD Branch Code
Branch Name 712
HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554923	SILVER BELL CO., LTD.	Sight	04/27/2004	42,742.50 USD
0121EK00026	REPUBLIC OF KOREA		05/15/2004	42,742.50 USD
5814554924	PROSPERITY SILK CO LTD	Sight	04/27/2004	19,932.50 USD
0122EK00033	HONG KONG		05/30/2004	19,932.50 USD
5814554925	LANIFICIO FEDORA S.P.A	Sight	04/27/2004	48,450.00 USD
0123AE00010	ITALIAN REPUBLIC		05/22/2004	48,450.00 USD
5814554926	YAGI TSUSHO LTD	Sight	04/27/2004	45,120.00 USD
012410583	JAPAN		05/15/2004	45,120.00 USD
5814554927	FUTURE FABRICS INT’L INC.	Sight	04/27/2004	36,180.00 USD
0125AY00026	UNITED STATES OF AMERICA		05/25/2004	36,180.00 USD
5814554928	TRISTATE TRADING LIMITED	Sight	04/27/2004	252,456.77 USD
0126SG-5	MACAU		06/07/2004	252,456.77 USD
5814554929	TRISTATE TRADING LIMITED	Sight	04/27/2004	11,837.72 USD
0127SG-6	MACAU		05/31/2004	11,837.72 USD
5814554930	YEE TUNG GARMENT COMPANY LTD.	Sight	04/27/2004	216,000.00 USD
0128JG4307	HONG KONG		06/15/2004	216,000.00 USD
5814554931	EVRIM GIYIM SANAYI VE TIC A.S.	Sight	04/27/2004	107,965.00 USD
0129BLANKET	TURKEY		08/07/2004	107,965.00 USD
5814554932	EVRIM GIYIM SANAYI VE TIC A.S.	Sight	04/27/2004	59,475.00 USD
0130BLANKET	TURKEY		08/07/2004	59,475.00 USD
5814554933	SHANGHAI AVIATION I/E CO, LTD	Sight	04/29/2004	18,699.20 USD
0131KU00074	PEOPLE’S REPUBLIC OF CHINA		06/04/2004	18,699.20 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 19 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554934	VISIONLAND CO., LTD.	Sight	04/29/2004	3,540.00 USD
0132KU00061	REPUBLIC OF KOREA		05/20/2004	3,540.00 USD
5814554935	BONOTTO S.P.A.	Sight	04/29/2004	39,570.00 USD
0133VF00001	ITALIAN REPUBLIC		05/29/2004	39,570.00 USD
5814554936	LAN LUIGI BOGGIO CASERO SRL	Sight	04/29/2004	27,270.00 USD
0134AE00084	ITALIAN REPUBLIC		06/02/2004	27,270.00 USD
5814554937	LANIFICIO NUOVO RIVERA S.P.A.	Sight	04/29/2004	8,809.50 USD
0135AC00062	ITALIAN REPUBLIC		05/30/2004	8,809.50 USD
5814554938	ALTINYILDIZ CORP.	Sight	04/29/2004	28,132.25 USD
0136AC00064	UNITED STATES OF AMERICA		06/04/2004	28,132.25 USD
5814554939	LANIFICIO CAVERNI AND GRAMIGNI SPA	Sight	04/29/2004	23,587.50 USD
0137AC00085	ITALIAN REPUBLIC		06/15/2004	23,587.50 USD
5814554940	WILHELM ZULEEG GMBH	Sight	04/29/2004	175,972.50 USD
0138AC00086	FEDERAL REPUBLIC OF GERMANY		06/24/2004	175,972.50 USD
5814554941	PROSPERITY SILK CO LTD	Sight	04/29/2004	17,584.50 USD
0139EK00008	HONG KONG		06/04/2004	17,584.50 USD
5814554945	HONG KONG ORIENTAL YE YANG INTL LTD	Sight	05/03/2004	7,918.95 USD
0143KFBJO0401	HONG KONG		05/30/2004	7,918.95 USD
5814554947	RNC LEATHER, LLC	Sight	05/03/2004	94,292.00 USD
0145RNC	UNITED STATES OF AMERICA		06/01/2004	94,292.00 USD
5814554948	RNC LEATHER, LLC	Sight	05/03/2004	8,925.00 USD
0146RNC	UNITED STATES OF AMERICA		06/01/2004	8,925.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 20 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554949	MITSUI CO. LTD.	Sight	05/03/2004	44,042.00 USD
0147AE00030	JAPAN		06/04/2004	44,042.00 USD
5814554950	ALTINYILDIZ CORP.	Sight	05/03/2004	3,852.00 USD
0148AC00028	UNITED STATES OF AMERICA		05/22/2004	3,852.00 USD
5814554951	INDUSTRIA TESSILE SANESI S.P.A.	Sight	05/03/2004	52,260.00 USD
0149AC00071	ITALIAN REPUBLIC		06/01/2004	52,260.00 USD
5814554952	ALTINYILDIZ CORP.	Sight	05/03/2004	44,569.50 USD
0150AC00063	UNITED STATES OF AMERICA		06/04/2004	44,569.50 USD
5814554953	TEXTILE IMPORTS LLC	Sight	05/03/2004	24,337.50 USD
0151AC00074	UNITED STATES OF AMERICA		06/18/2004	24,337.50 USD
5814554954	JINSE CO., LTD.	Sight	05/03/2004	500,000.00 USD
0152BLANKET	REPUBLIC OF KOREA		11/20/2004	500,000.00 USD
5814554955	JINSE CO., LTD.	Sight	05/03/2004	500,000.00 USD
0153BLANKET	REPUBLIC OF KOREA		11/20/2004	500,000.00 USD
5814554956	JINSE CO., LTD.	Sight	05/03/2004	500,000.00 USD
0154BLANKET	REPUBLIC OF KOREA		11/20/2004	500,000.00 USD
5814554957	JINSE CO., LTD.	Sight	05/03/2004	500,000.00 USD
0155BLANKET	REPUBLIC OF KOREA		11/20/2004	500,000.00 USD
5814554958	JINSE CO., LTD.	Sight	05/03/2004	500,000.00 USD
0156BLANKET	REPUBLIC OF KOREA		11/20/2004	500,000.00 USD
5814554959	JINSE CO., LTD.	Sight	05/03/2004	500,000.00 USD
0157BLANKET	REPUBLIC OF KOREA		11/20/2004	500,000.00 USD
5814554960	JINSE CO., LTD.	Sight	05/03/2004	500,000.00 USD
0158BLANKET	REPUBLIC OF KOREA		11/20/2004	500,000.00 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 21 of 22

Outstanding Import Letters of Credit by Citibank LC Reference

Customer Base Number	949148	Branch Code	712
Customer Name	KASPER ASL LTD	Branch Name	HONG KONG CITIBANK

Citibank LC Reference	Exporter Name	Tenor Type	Issuance Date	Original Amount
Importer LC Reference	Exporter Country	Tenor Terms	Expiry Date	Outstanding Amount
5814554970	JINSE CO., LTD.	sight	05/03/2004	500,000.00 USD
0168BLANKET	REPUBLIC OF KOREA		11/20/2004	500,000.00 USD
5814554971	JINSE CO., LTD.	sight	05/03/2004	500,000.00 USD
0169BLANKET	REPUBLIC OF KOREA		11/20/2004	500,000.00 USD
Count for 949148		236
Total Number of Transactions		236
Total Outstanding Amount For			USD	43,092,284.64 USD

Report Date 05/03/2004 08:34:24 (EDT) DAILY OUTSTANDING 22 of 22

Import L/C — Outstanding: by Bank Reference	03 May 2004
JONES APPAREL GROUP-NINEWEST	7:55 AM

						Foreign Currency
Fleet Reference	Jones Apparel Ref	Beneficiary Name	Currency Code	Issue Date	Expiry Date	Outstanding Amount		Outstanding Amount
01387001	0028GV	ALNAHR ALKHALID INT CO	USD	26 Jan 2004	18 May 2004		0.00		219,972.88
01387002	0029GV	ALNAHR ALKHALID INT CO	USD	23 Jan 2004	30 Jul 2004		0.00		1,272,752.89
01387004	0031GV	DEFIANCE TRADING LLC	USD	23 Jan 2004	26 Apr 2004		0.00		301,722.12
01387025	00161205GV	MAVITEX	USD	30 Dec 2003	22 Jun 2004		0.00		742,182.85
01387038	0009ME622	SJ JERSEY ECUATORIANO C.A.	USD	09 Jan 2004	09 Apr 2004		0.00		102,047.06
01387040	0011ME624	M/S MAHABIR GARMENT INDUSTRIES	USD	09 Jan 2004	10 Apr 2004		0.00		7,740.61
01387041	0012ME625	JAY JAGADAMBA FASHION INDUSTRIES	USD	08 Jan 2004	20 Apr 2004		0.00		4,277.98
01387044	0015GV	MRC NAIROBI EPZ LTD	USD	14 Jan 2004	13 Jul 2004		0.00		1,647,320.72
01387046	0017ME628	OZSPRINT SPOR MALZIMALAT	USD	16 Jan 2004	14 Apr 2004		0.00		230,730.70
01387047	0018ME629	BAC TEKSTIL SAN VE TIC. LTD STI	USD	16 Jan 2004	15 May 2004		0.00		126,100.00
01387048	0019ME630	NIHSER TEKSTIL ITHALAT IHRACAT SAN	USD	16 Jan 2004	25 Apr 2004		0.00		148,073.00
01387049	0020ME631	TRAKYA TEKSTIL VE GIYIM	USD	16 Jan 2004	14 Apr 2004		0.00		194,670.11
01387050	0021ME632	POLARIS TEKSTIL SAN VE TIC AS	USD	16 Jan 2004	17 Apr 2004		0.00		90,712.36
01387052	0023ME634	WALDFORD HOLDINGS	USD	16 Jan 2004	05 Apr 2004		0.00		1,056.92
01387055	0026GV	GULF BARAKA APPAREL W.L.L.	USD	20 Jan 2004	30 Mar 2004		0.00		124,699.62
01387061	0042ME638	ULUDAG TEKSTIL KONFEKSIYON GIYIM	USD	28 Jan 2004	15 May 2004		0.00		162,117.99
01387063	GV0044	MEDITERRANEAN RESOURCES APPAREL	USD	06 Feb 2004	15 Jul 2004		0.00		2,058,821.09
01387064	GV0045	RISING SUN KENYA (EPZ) LTD	USD	13 Feb 2004	16 Mar 2004		0.00		86,237.49
01387065	GV0046	MONITEX	USD	06 Feb 2004	05 Jul 2004		0.00		544,065.22
01387073	ME6450055	M/S MAHABIR GARMENT INDUSTRIES	USD	06 Feb 2004	31 May 2004		0.00		207,849.59
01387074	ME6460056	SJ JERSEY ECUATORIANO C.A.	USD	06 Feb 2004	21 May 2004		0.00		79,857.50
01387078	GV0060	HITECH TEXTILE LLC	USD	11 Feb 2004	15 Jul 2004		0.00		1,917,576.87
01387079	GV0061	WING TAI ENTERPRISES LIMITED	USD	11 Feb 2004	04 Aug 2004		0.00		389,932.30
01387080	GV0062	RISING SUN KENYA (EPZ) LTD	USD	11 Feb 2004	29 Jun 2004		0.00		859,397.11
01387081	GV0063	GULF BARAKA APPAREL W.L.L.	USD	11 Feb 2004	15 Jun 2004		0.00		838,784.43
01387082	GV0064	MRC NAIROBI EPZ LTD	USD	11 Feb 2004	16 May 2004		0.00		684,181.89
01387084	GV0066	MEDITERRANEAN RESOURCES APPAREL	USD	11 Feb 2004	10 Jul 2004		0.00		1,379,016.82
01387085	GV0067	PETRA APPAREL	USD	11 Feb 2004	14 Jul 2004		0.00		2,245,224.78
01387086	ME6440054	JAY JAGADAMBA FASHION INDUSTRIES	USD	13 Feb 2004	31 May 2004		0.00		178,922.70
01387087	GV0068	MONITEX	USD	13 Feb 2004	26 Apr 2004		0.00		29,885.10
01387088	GV0069	SERVITEJO SA	USD	18 Feb 2004	18 May 2004		0.00		169,037.40
01387090	GV0071	PRESTIGE APPAREL MFG CO.	USD	23 Feb 2004	05 Jul 2004		0.00		1,428,900.76
01387099	GV0080	GULF BARAKA APPAREL W.L.L.	USD	24 Feb 2004	22 Jun 2004		0.00		649,597.58
1387003	0030GV	SOUTH ORIENT (PVT) LTD.	USD	26 Jan 2004	27 Apr 2004		0.00		78,029.18
1387005	0032GV	ORIT APPARELS PVT LTD.	USD	27 Jan 2004	02 Jun 2004		0.00		880,405.50
1387011	00011201GV	SOUTH ORIENT (PVT) LTD.	USD	09 Dec 2003	27 Apr 2004		0.00		31,727.62
1387012	00021201GV	UNION APPARELS (PVT) LTD.	USD	09 Dec 2003	20 Apr 2004		0.00		173,689.35

Page 1 of 5 ImpBalBk.rpt

Import L/C — Outstanding: by Bank Reference	03 May 2004
JONES APPAREL GROUP-NINEWEST	7:55 AM

						Foreign Currency
Fleet Reference	Jones Apparel Ref	Beneficiary Name	Currency Code	Issue Date	Expiry Date	Outstanding Amount		Outstanding Amount
1387013	00031201GV	KANE APPARELS (PVT) LTD.	USD	09 Dec 2003	27 Apr 2004		0.00		127,202.23
1387014	00041201GV	MAGNUM GARMENTS LTD.	USD	10 Dec 2003	20 Apr 2004		0.00		12,168.06
1387015	00051202GV	FX GROUP INTERNATIONAL LIMITED	USD	09 Dec 2003	22 Apr 2004		0.00		"348,256.80
1387017	00071203GV	STERLING APPARELS LTD.	USD	09 Dec 2003	24 Jul 2004		0.00		1,163,929.12
1387022	00131205GV	SAYTAZ INTERNATIONAL	USD	09 Dec 2003	12 May 2004		0.00		582,364.63
1387024	00151205GV	DEFIANCE TRADING LLC	USD	24 Dec 2003	28 Jun 2004		0.00		2,149,528.97
1387031	0002ME615	MONTROSE MARKETING LTD.	USD	14 Jan 2004	14 Apr 2004		0.00		126,344.19
1387032	0003ME616	PRATTISON GARMENT LIMITED	USD	14 Jan 2004	19 Apr 2004		0.00		36,803.83
1387033	0004ME617	M/S EXEMPLARY COMPANY LTD.	USD	14 Jan 2004	21 Apr 2004		0.00		39,456.42
1387034	0005ME618	KUK RIM LIMITED	USD	14 Jan 2004	14 May 2004		0.00		490,921.67
1387036	0007ME620	KISH EXPORTS LIMITED	USD	14 Jan 2004	14 Apr 2004		0.00		66.26
1387045	0016GV	ORIT APPARELS PVT LTD.	USD	16 Jan 2004	04 May 2004		0.00		487,062.22
1387060	0041ME637	YAW CHING ENTERPRISE CO. LTD.	USD	29 Jan 2004	14 Apr 2004		0.00		23,500.00
1387062	ME6390043	SAMHAN CAMBODIA FABRIC CO., LTD.	USD	09 Feb 2004	21 May 2004		0.00		576,905.00
1387066	GV0047	ORIT APPARELS PVT LTD.	USD	06 Feb 2004	29 Jun 2004		0.00		1,128,061.11
1387067	GV0048	MAGNAUM GARMENTS LTD.	USD	10 Feb 2004	14 Apr 2004		0.00		61,460.03
1387068	GV0049	ORIT APPARELS PVT LTD.	USD	06 Feb 2004	20 Jul 2004		0.00		1,176,312.70
1387069	ME6400050	P.T. PAN RAMA VISTA GARMENT	USD	09 Feb 2004	20 Apr 2004		0.00		33,785.50
1387070	ME6410051	MONTROSE MARKETING LTD.	USD	06 Feb 2004	15 May 2004		0.00		120,808.63
1387071	ME6420052	KUK RIM LIMITED	USD	06 Feb 2004	21 May 2004		0.00		537,027.04
1387072	ME6430053	PRATTISON GARMENT LIMITED	USD	13 Feb 2004	17 May 2004		0.00		165,063.77
1387075	ME6470057	LEADING MANUFACTURER PTE LTD	USD	06 Feb 2004	21 May 2004		0.00		474,813.30
1387076	ME6480058	DAE GU APPAREL CORPORATION	USD	11 Feb 2004	16 May 2004		0.00		95,325.00
1387083	GV0065	ORIT APPARELS PVT LTD.	USD	11 Feb 2004	22 Jul 2004		0.00		6,744,924.24
1387089	GV0070	REALTY TEXTILE CO., LTD.	USD	19 Feb 2004	14 Apr 2004		0.00		261,515.13
1387091	ME6490072	INJAE TRADING	USD	23 Feb 2004	06 May 2004		0.00		53,200.00
1387092	ME6500073	EASTERN FORIA CORPORATION	USD	23 Feb 2004	20 Apr 2004		0.00		12,652.50
1387093	ME6510074	VICKA LIMITED	USD	23 Feb 2004	10 May 2004		0.00		16,452.61
1387094	ME6520075	JRB HOWARD INTERNATIONAL CO. LTD.	USD	24 Feb 2004	21 May 2004		0.00		47,720.15
1387095	ME6530076	YAW CHING ENTERPRISE CO. LTD.	USD	23 Feb 2004	21 May 2004		0.00		40,647.75
1387096	GV0077	KANE APPARELS (PVT) LTD.	USD	25 Feb 2004	13 Jul 2004		0.00		379,053.42
1387097	GV0078	KATUNAYAKE GARMENTS LTD	USD	24 Feb 2004	15 Jun 2004		0.00		45,735.90
1387098	GV0079	UNION APPARELS (PVT) LTD.	USD	24 Feb 2004	09 Jun 2004		0.00		156,089.59
1387100	ME6540081	KISH EXPORTS LIMITED	USD	24 Feb 2004	19 May 2004		0.00		73,546.88
1387102	ME6560083	CHANDER CREATIONS	USD	24 Feb 2004	10 May 2004		0.00		22,320.00
64035901	GV0084	UNION APPARELS (PVT) LTD.	USD	26 Feb 2004	27 Apr 2004		0.00		108,657.55
64035902	GV0085	MAGNUM GARMENTS LTD.	USD	26 Feb 2004	25 May 2004		0.00		211,419.98

Page 2 of 5 ImpBalBk.rpt

Import L/C — Outstanding: by Bank Reference	03 May 2004
JONES APPAREL GROUP-NINEWEST	7:55 AM

			Currency	Issue	Expiry	Foreign Currency
Fleet Reference	Jones Apparel Ref	Beneficiary Name	Code	Date	Date	Outstanding Amount		Outstanding Amount
64035903	ME6570086	ULUDAG TEKSTIL KONFEKSIYON GIYIM	USD	03 Mar 2004	15 May 2004		0.00		551,884.92
64035904	ME6580087	EVRO MIR OOD	USD	03 Mar 2004	21 May 2004		0.00		161,870.00
64035905	ME6590088	ULUDAG TEKSTIL KONFEKSIYON GIYIM	USD	03 Mar 2004	17 Apr 2004		0.00		369,085.37
64035906	ME6610089	TRAKYA TEKSTIL VE GIYIM	USD	03 Mar 2004	15 May 2004		0.00		467,056.85
64035907	GV0090	ANANTA FASHION LTD.	USD	05 Mar 2004	30 Jul 2004		0.00		468,586.79
64035908	GV0091	ORIT APPARELS PVT LTD.	USD	05 Mar 2004	20 Jul 2004		0.00		202,179.26
64035909	ME6600092	M/S EXEMPLARY COMPANY LTD.	USD	05 Mar 2004	20 Jun 2004		0.00		243,283.00
64035910	ME6620093	MONTROSE MARKETING LTD.	USD	05 Mar 2004	14 Jun 2004		0.00		212,043.72
64035911	ME6630094	UNITEX FASHIONS (INDIA) PVT LTD	USD	05 Mar 2004	14 Jun 2004		0.00		162,163.56
64035912	ME6640095	LEADING MANUFACTURER PTE LTD	USD	05 Mar 2004	21 Jun 2004		0.00		703,025.10
64035913	ME6650096	SAMHAN CAMBODIA FABRIC CO., LTD.	USD	08 Mar 2004	30 May 2004		0.00		477,288.76
64035914	ME6660097	SJ JERSEY ECUATORIANO C.A.	USD	08 Mar 2004	12 Jun 2004		0.00		15,719.58
64035915	ME6670098	KUK RIM LIMITED	USD	05 Mar 2004	20 Jun 2004		0.00		4,454,599.96
64035916	ME6680099	SHANTOU SEZ LIANXING WEAVING CO.	USD	11 Mar 2004	20 Jun 2004		0.00		501,814.00
64035917	GV0100	MRC NAIROBI EPZ LTD	USD	11 Mar 2004	11 Aug 2004		0.00		1,189,266.88
64035918	GV0101	FX GROUP INTERNATIONAL LIMITED	USD	12 Mar 2004	15 Aug 2004		0.00		2,231,600.37
64035919	GV0102	REALTY TEXTILE CO., LTD.	USD	11 Mar 2004	15 May 2004		0.00		593,448.14
64035920	GV0103	ORIT APPARELS PVT LTD.	USD	11 Mar 2004	27 Jul 2004		0.00		476,315.75
64035921	GV0104	HITECH TEXTILE LLC	USD	17 Mar 2004	15 Jul 2004		0.00		1,340,225.69
64035922	GV0105	DEFIANCE TRADING LLC	USD	17 Mar 2004	24 Jun 2004		0.00		2,283,961.94
64035923	GV0106	KANE APPARELS (PVT) LTD.	USD	17 Mar 2004	05 Jul 2004		0.00		628,305.03
64035924	GV0107	UNION APPARELS (PVT) LTD.	USD	18 Mar 2004	05 Jul 2004		0.00		983,992.66
64035925	GV0108	MAGNUM GARMENTS LTD.	USD	17 Mar 2004	05 Jul 2004		0.00		439,192.60
64035926	GV0109	MEGA DIS TICARET LTD STIL	USD	22 Mar 2004	30 Apr 2004		0.00		47,880.00
64035927	GV0110	KATUNAYAKE GARMENTS LTD	USD	22 Mar 2004	06 Jul 2004		0.00		366,237.22
64035928	GV0111	MRC NAIROBI EPZ LTD	USD	22 Mar 2004	13 Jul 2004		0.00		1,480,024.97
64035929	ME6690112	CHANGCHUN QIYA GARMENT CO. LTD	USD	22 Mar 2004	20 Jun 2004		0.00		44,125.00
64035930	ME6700113	NANJING TEXTILES IMPORT AND EXPORT	USD	22 Mar 2004	21 Jun 2004		0.00		203,100.00
64035931	ME6170114	EVA SWEATER LIMITED	USD	22 Mar 2004	05 Jun 2004		0.00		135,610.23
64035932	ME6720115	NIHSER TEKSTIL ITHALAT IHRACAT SAN	USD	22 Mar 2004	15 May 2004		0.00		138,921.00
64035933	ME6740117	S.P.A.R.K.	USD	23 Mar 2004	20 Apr 2004		0.00		15,063.90
64035934	ME6750118	OZSPRINT SPOR MALZ IMALAT	USD	22 Mar 2004	30 Apr 2004		0.00		137,447.00
64035935	GV0119	SERVITEJO SA	USD	22 Mar 2004	05 May 2004		0.00		108,906.00
64035936	ME6730016	MUDANJIANG TIANYE IMPORT AND	USD	24 Mar 2004	20 Jun 2004		0.00		95,262.50
64035937	GV0120	DEFIANCE TRADING LLC	USD	26 Mar 2004	21 Jun 2004		0.00		445,319.29
64035938	GV0121	DEFIANCE TRADING LLC	USD	26 Mar 2004	25 May 2004		0.00		99,939.53
64035939	GV0122	DEFIANCE TRADING LLC	USD	26 Mar 2004	04 Jun 2004		0.00		585,734.48

Page 3 of 5 ImpBalBk.rpt

Import L/C - Outstanding: by Bank Reference	03 May 2004
JONES APPAREL GROUP-NINEWEST	7:55 AM

						Foreign Currency
			Currency	Issue	Expiry	Outstanding
Fleet Reference	Jones Apparel Ref	Beneficiary Name	Code	Date	Date	Amount		Outstanding Amount
64035940	GV0123	DEFIANCE TRADING LLC	USD	26 Mar 2004	13 Jul 2004		0.00		1,716,305.10
64035941	GV0124	SUNTEX INTEGRATED INC.	USD	26 Mar 2004	14 Jun 2004		0.00		704,876.63
64035942	GV0125	MANUFACTURAS TEXTILES IMATEX LTDA	USD	26 Mar 2004	20 Jun 2004		0.00		287,242,20
64035943	ME6760126	M/S UNICON INTERNATIONAL PVT LTD	USD	26 Mar 2004	14 Jun 2004		0.00		80,250.00
64035944	0127ME677	EVER PROSPER BUSINESS CO. LTD	USD	26 Mar 2004	20 Jun 2004		0.00		140,574.40
64035945	ME6780128	YAW CHING ENTERPRISE CO. LTD.	USD	26 Mar 2004	05 Jun 2004		0.00		204,864.10
64035946	ME6790129	KUK RIM LIMITED	USD	26 Mar 2004	21 Jul 2004		0.00		2,885,341.76
64035947	ME6800130	DAE GU APPAREL CORPORATION	USD	29 Mar 2004	21 Jul 2004		0.00		483,655.57
64035948	ME6810131	SHANTOU SEZ LIANXING WEAVING CO.	USD	29 Mar 2004	21 Jul 2004		0.00		289,849.50
64035949	ME6820132	SAMHAN CAMBODIA FABRIC CO., LTD.	USD	29 Mar 2004	06 Jul 2004		0.00		39,337.50
64035950	ME6830133	PT. DAEYU POLEKO INDONESIA	USD	29 Mar 2004	06 Jul 2004		0.00		92,925.00
64035951	ME6840134	LIAONING CHENG DA ENTERPRISES CO.	USD	29 Mar 2004	21 Jul 2004		0.00		154,846.25
64035952	ME6850138	XINRUN KNITTING CO. LTD	USD	30 Mar 2004	19 Jul 2004		0.00		165,918.79
64035953	ME6860139	ULUDAG TEKSTIL KONFEKSIYON GIYIM	USD	02 Apr 2004	30 May 2004		0.00		89,444.00
64035954	GV0140	MUSTAFA AND KAMAL ASHRAF TRADING	USD	09 Apr 2004	30 Jun 2004		0.00		218,920.32
64035955	GV0141	CONFECCIONES TEXTILES EL AGUILA	USD	09 Apr 2004	25 Jun 2004		0.00		95,388.30
64035956	ME6870142	M/S EXEMPLARY COMPANY LTD.	USD	13 Apr 2004	06 Jul 2004		0.00		373,115.22
64035957	ME6880143	MONTROSE MARKETING LTD.	USD	13 Apr 2004	15 Jul 2004		0.00		96,812.78
64035958	ME6900144	ORIENT CRAFT LIMITED	USD	13 Apr 2004	20 Jun 2004		0.00		109,915.39
64035959	ME6910145	EVER PROSPER BUSINESS CO. LTD	USD	14 Apr 2004	01 Jul 2004		0.00		123,583.93
64035960	ME6920146	M/S UNICON INTERNATIONAL PVT LTD	USD	09 Apr 2004	15 Jul 2004		0.00		241,021.50
64035961	ME6930147	LEADING MANUFACTURER PTE LTD	USD	13 Apr 2004	21 Jul 2004		0.00		109,900.00
64035962	ME6940148	INJAE TRADING	USD	14 Apr 2004	15 Jul 2004		0.00		130,474.81
64035963	ME6890149	NANJING TEXTILES IMPORT AND EXPORT	USD	15 Apr 2004	21 Jul 2004		0.00		175,293.00
64035964	GV0150	KANE APPARELS (PVT) LTD.	USD	16 Apr 2004	05 Jul 2004		0.00		44,672.59
64035965	GV0151	DEFIANCE TRADING LLC	USD	15 Apr 2004	23 Jun 2004		0.00		249,682.25
64035966	0152GV	DEFIANCE TRADING LLC	USD	15 Apr 2004	11 Jun 2004		0.00		484,506.26
64035967	GV0153	ORIT APPARELS PVT LTD.	USD	15 Apr 2004	10 Aug 2004		0.00		270,893.10
64035968	GV0154	UNION APPARELS (PVT) LTD.	USD	15 Apr 2004	11 Aug 2004		0.00		827,056.28
64035969	GV0155	KATUNAYAKE GARMENTS LTD	USD	15 Apr 2004	11 Aug 2004		0.00		266,425.32
64035970	GV0156	MAGNUM GARMENTS LTD.	USD	15 Apr 2004	11 Aug 2004		0.00		298,226.41
64035971	GV0157	ORIT APPARELS PVT LTD.	USD	15 Apr 2004	11 Aug 2004		0.00		4,727,309.69
64035972	GV0159	ORIT APPARELS PVT LTD.	USD	16 Apr 2004	05 Sep 2004		0.00		230,958.12
64035973	GV00159	KANE APPARELS (PVT) LTD.	USD	16 Apr 2004	11 Aug 2004		0.00		152,588.10
64035974	GV0160	ALNAHR ALKHALID INT CO	USD	23 Apr 2004	09 Jul 2004		0.00		1,326,603.76
64035975	ME6950161	SUN TAY LON CO. LTD	USD	23 Apr 2004	21 Jul 2004		0.00		61,400.00
64035976	ME6960162	THOUSAND LANE LTD.	USD	23 Apr 2004	21 Jul 2004		0.00		74,500.00

Page 4 of 5 ImpBalBk.rpt

Import L/C — Outstanding: by Bank Reference	03 May 2004
JONES APPAREL GROUPS — NINEWEST	7:55 AM

						Foreign Currency
Fleet Reference	Jones Apparel Ref	Beneficiary Name	Currency Code	Issue Date	Expiry Date	Outstanding Amount		Outstanding Amount
64035977	ME6970163	YAW CHING ENTERPRISE CO. LTD.	USD	23 Apr 2004	14 Jul 2004		0.00		56,250.00
64035978	ME6980164	JRB HOWARD INTERNATIONAL CO. LTD.	USD	23 Apr 2004	21 Jul 2004		0.00		270,490.00
64035979	ME6990165	ULUDAG TEKSTIL KONFEKSIYON GIYIM	USD	23 Apr 2004	30 Jun 2004		0.00		97,315.00
64035980	ME7000166	OZSPRINT SPOR MALZ IMALAT	USD	23 Apr 2004	30 Jun 2004		0.00		137,447.00
64035981	ME7010167	J/V SHAYHONTOHUR TEKSTIL	USD	29 Apr 2004	05 Jul 2004		0.00		487,776.59
64035982	GV0168	GULF BARAKA APPAREL W.L.L.	USD	29 Apr 2004	25 May 2004		0.00		286,761.83
64035983	GV0169	GULF BARAKA APPAREL W.L.L.	USD	29 Apr 2004	29 Jun 2004		0.00		764,425.33
						Grand Total:			81,604,045.00

Selection Criteria:

Page 5 of 5 ImpBalBk.rpt

Subsidiaries and Capitalization Schedule 7.1(b)

	State/Country				Shares Issued and
Name of Corporation	of Incorporation	Type of Shares	Shares Authorized		Outstanding
Anne Klein ULC	Canada	Common		100,000		1
Apparel Testing Services, Inc.	New Jersey	Common		1,000		100
Asia Expert Limited	Hong Kong	HK$		500,000		100
Camisas de Juarez, S.A. de C.V.	Mexico	Series A		2,000		2,000
		Series B		35,411,970		35,411,970
CNC West Division Mexico, S.A. de C.V. (in liquidation)	Mexico	Common		50,000		49,999
Exportex de Mexico, S.A. de C.V.	Mexico	Common		1,000		1,000
Greater Durango, S. de R.L. de C.V.	Mexico	Common		3,000		3,000
Import Technology of Texas, Inc.	Texas	Common		500,000		1,000
JAG Management Services, Inc.	Delaware	Common		200		60
Jones Apparel Group Canada Inc.	Canada	Common	Unlimited			6,010,907
Jones Apparel Group Holdings, Inc.	Delaware	Common		1,000		1,000
Jones Apparel Group, Inc.	Pennsylvania	Common		201,000,000		126,068,631	/*
Jones Apparel Group USA, Inc.	Pennsylvania	Common		1,000		1,000
Jones Apparel of Texas, Ltd. (Partnership)	Texas
.5% is owned by Import Technology of Texas, Inc. and 99.5% is owned by Sun Apparel, Inc.
Jones Factor Company	Delaware	Common		1,000		1,000
Jones International Limited	Hong Kong	Common		100		100
Jones Investment Co., Inc.	Delaware	Common		200		100
Jones Management Service Company	Delaware	Common		1,000		1,000
Jones Retail Corporation	New Jersey	Common		1,000		100
Kasper, Ltd.	Delaware	Common		1,000		100
Kasper Canada ULC	Canada	Common		100,000		100
Kasper Europe, Ltd.	Delaware	Common		1,500		100
Kasper Holdings, Inc.	Delaware	Common		1,000		100
Kasper Partnership, G.P.	Canada	Common		100		100
Maquilas Pami, S.A. de C.V.	Mexico	Common		100		100
Manufacturera Sun Apparel, S. de R.L. de C.V.	Mexico	Common		3,000		3,000
McNaughton Apparel Group Inc.	Delaware	Common		1,000		1,000
Nine West Accessories (HK) Limited	Hong Kong	Ordinary		10,000		2
Nine West Canada Corporation (in liquidation)	Canada	Common	Unlimited			1
Nine West Development Corporation	Delaware	Common		3,000		1,000
Nine West Footwear Corporation	Delaware	Common		3,000		1,000
Nine West Group Italy S.r.l. (in liquidation)	Italy	Ordinary		20,000,000		20,000
Nine West Melbourne Pty. Ltd.	Australia	Ordinary		100,000		100
Nine West Serviços de Assessoria de Compras Ltda. (in liquidation)	Brazil	Reais	R514.430,00reais		R514.430,00reais
Norton McNaughton of Squire, Inc.	New York	Common		15,000		10,000
Sun Apparel, Inc.	Delaware	Common		200		200
Victoria + Co International Ltd.	Delaware	Common		1,000		1,000
Victoria + Co Ltd.	Rhode Island	Common		3,450		3,450

* This outstanding amount is as of 3/19/04

Schedule 7.1(n)

No Material Adverse Change

Schedule 7.1(p)

JONES APPAREL GROUP, INC.
SCHEDULE OF DEBT
AS OF MAY 1, 2004

	Interest Rate			Balance at 5/01
Jones Apparel Group USA, Inc.
Bank of America
(Tennessee warehouses)	Various			$	1,666,666
Capital Leases
Computer Equipment	Various			$	15,859,289
7.50% Senior Notes due 2004		7.50	%	$	174,963,353
7.875% Senior Notes due 2006		7.875	%	$	224,338,122
Nine West Group, Inc.
8.375% Series B Senior Notes due 2005		8.375	%	$	129,525,228
Capital Leases
Equipment	Various			$	283,175
Jones Retail Corporation
Capital Leases
Equipment	Various			$	1,690,903
McNaughton
Capital Lease
(Virginia warehouse)		7.20	%	$	24,935,881
Jones Management Service
Capital Leases
Equipment	Various			$	3,353,934
Jones International Limited
Capital Leases
Equipment	Various			$	54,601

JONES APPAREL GROUP, INC.
SCHEDULE OF INTERCOMPANY DEBT
AS OF MAY 1, 2004

Jones Apparel Group USA, Inc.
Due to Jones Canada	$	13,487,093
Due to Kasper		5,606,188
Due to Nine West		284,743,102
Due to Jones Apparel of Texas		45,159,927
Due to Jones Investment Company		46,646,722
Due to Apparel Testing Services		555,979
			396,199,011
Nine West Footwear
Due to Jones Apparel of Texas	$	402,265
Due to Jones Retail Corporation		235,055,968
Due to Kasper Canada		147,878
Due to Nine West International — Italy		627,571
Due to Nine West Development		21,182,435
Due to Jones Management Service Company		8,586,270
Due to Jones Investment Company		753,074
Due to Jones Apparel Group Holdings		2,117,122
			268,872,583
Jones Apparel of Texas
Due to Jones Apparel Group, Inc.	$	13,242,003
Due to Jones Canada		2,994
Due to RL Management, Inc.		1,196,224
Due to Jones Management Service Company		10,058,021
Due to Jones Investment Company		1,304,983
Due to Apparel Testing Services		2,584
Due to Jones International Limited		1,378,943
			27,185,752
Jones Retail Corp.
Due to Jones Apparel Group USA	$	249,065,127
Due to Jones Apparel Group, Inc.		791,340
Due to Jones Apparel of Texas		5,801,389
Due to Kasper		27,427,372
Due to Nine West Development		33,747,588
Due to Jones Factor Company		971
Due to Jones Management Service Company		6,326,657
Due to Nine West Footwear		123,602,810
Due to Victoria		843,230
			447,606,484
Jones Apparel Group Canada Inc.
Due to Jones Apparel Group Inc.	$	5,445,720

2

Due to Nine West International — Canada		6,051
Due to Jones International Limited		258,522
Due to McNaughton Apparel		7,337
Due to Jones Apparel of Texas		22,553
			5,740,183
Victoria + Co
Due to Jones Investment Company	$	4,617,271
Due to Jones Apparel Group, USA		8,536,352
Due to Jones Apparel Group, Inc.		980,803
Due to Jones Apparel of Texas		59,391
Due to Jones Management Service Company		28,542,478
Due to Nine West Footwear		3,659,251
Due to Nine West Development		2,635,955
			49,031,501
McNaughton Apparel Group
Due to Nine West Development	$	3,350,765
Due to Jones Management Service Company		11,540,608
Due to Jones Apparel Group USA		155,191,635
Due to Jones Canada		1,249
Due to Jones Apparel of Texas		3,154,660
Due to Victoria		1,760,007
Due to Jones Retail Corporation		6,700,798
Due to Nine West Footwear		44,576
Due to Apparel Testing Services		151,187
			181,895,485
Jones Investment Company Inc.
Due to Kasper	$	68,595,994
Due to Lion Licensing, LTD		4,475,687
Due to Jones Retail Corporation		3,665,967
Due to McNaughton Apparel		193,293,236
Due to Jones Apparel Group Holdings		3,597,808
			273,628,692
Jones Apparel Group Holdings, Inc.
Due to Jones Apparel Group USA	$	142,981,493
Due to Jones Apparel Group, Inc.		115,762
Due to Jones Factor Company		8
Due to Nine West Development		303,624
Due to Jones Retail Corp		24,545,612
			167,946,499
Jones Management Service Company
Due to Jones Apparel Group USA	$	48,000,749
Due to RL Management, Inc.		394,875
Due to Nine West Development		3,712,199
Due to Jones Investment Company		10,521,670
Due to Jones Apparel Group Holdings		254,826
Due to Jones International Limited		700,000
			63,584,319

3

Nine West Development Corp.
Due to Jones Investment Company	$	1,338,418
Due to Jones Apparel Group, USA		5,937,554
			7,275,972
Nine West International — Canada
Due to Jones Apparel Group USA	$	4,839
Due to Jones Retail Corporation		148,189
			153,028
Nine West International – Hong Kong
Due to Jones Apparel Group USA	$	495
Due to Jones Retail Corporation		36,326
Due to Nine West Footwear		364,592
			401,413
Nine West International – Italy
Due to Jones Retail Corporation			298,387
Jones International, Ltd.
Due to Jones Apparel Group USA	$	5,354,943
Due to Kasper		539,380
Due to Nine West International – Hong Kong		495
			5,894,818
Jones Factor Company
Due to Jones Management Service Company	$	8,663
Due to Nine West Development		3,624
			12,287
Jones Apparel Group, Inc.
Due to Jones Apparel Group, USA	$	99,017,477
Due to Kasper		5,225
Due to Nine West Footwear		2,773,146
Due to Norton McNaughton		14,606,557
Due to Jones Management Service Company		40,276
			116,442,621
JAG Management Services
Due to Jones Apparel Group USA	$	1,062,225
Due to Jones Apparel Group, Inc.		6,867
Due to Jones Retail Corporation		24,654
			1,093,746
Kasper
Due to Jones Canada	$	586
Due to Jones Apparel of Texas		1,267,771
Due to Asia Expert LTD		3,099,433
Due to Nine West Footwear		2,240,806
Due to Norton McNaughton		58,445

4

Due to Jones Management Service Company		1,524,664
				8,191,705
Lion Licensing
Due to Jones Apparel Group USA	$	4,986
Due to Kasper		28,705,500
Due to Nine West Development		3,624
Due to Jones Investment Company		4,475,687
				33,189,797
NSC Acquisition Corporation
Due to Jones Apparel Group USA	$	305,659
Due to Jones Apparel Group, Inc.		42,100
				347,759
			$	2,054,992,042

5

Schedule 7.1(q)

Litigation

Schedule 11.3

Existing Liens

1.	Liens, if any, in respect of certain computer equipment, POS equipment, warehouse equipment, copiers and other office equipment and office furniture used by the Credit Parties and their Subsidiaries which are subject to leases, which Liens, in the aggregate, do not have a Material Adverse Effect.
2.	Liens, if any, in respect of the intellectual property acquired pursuant to the acquisition by Nine West Group Inc. of the footwear business of The United States Shoe Corporation, which Liens, in the aggregate, do not have a Material Adverse Effect.

Schedule 11.4
Page 1 of 3

JONES APPAREL GROUP, INC.
LOANS AND ADVANCES TO CONTRACTORS
AS OF MAY 1, 2004

	$	0
TOTAL LOANS AND ADVANCES TO CONTRACTORS	$	0

Schedule 11.4
Page 2 of 3

JONES APPAREL GROUP, INC.
LOANS AND ADVANCES TO EMPLOYEES
AS OF MAY 1, 2004

SUN APPAREL	$	50,222
JONES MANAGEMENT SERVICE COMPANY	$	99,700
JONES CANADA	$	2,272
TOTAL LOANS AND ADVANCES TO EMPLOYEES	$	152,194

Schedule 11.4
Page 3 of 3

JONES APPAREL GROUP, INC.
INVESTMENTS
AS OF MAY 1, 2004

JAG USA	$	11,592
JONES INVESTMENT	$	3,340,266
TOTAL INVESTMENTS (including overnight deposits)	$	3,351,858

EXHIBIT A-1 — FORM OF
REVOLVING CREDIT NOTE

                    $                                                                                  , 200_

                    FOR VALUE RECEIVED, the undersigned JONES APPAREL GROUP USA, INC., a corporation organized under the laws of Pennsylvania, (the “Borrower”), JONES APPAREL GROUP, INC., a corporation organized under the laws of Pennsylvania, JONES APPAREL GROUP HOLDINGS, INC., a corporation organized under the laws of Delaware, KASPER, LTD., a corporation organized under the laws of Delaware, and NINE WEST FOOTWEAR CORPORATION, a corporation organized under the laws of Delaware (collectively, with the Borrower, the “Debtors”), hereby jointly and severally promise to pay to the order of                                          , (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of                                          DOLLARS ($                    ) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made to the Borrower by the Lender pursuant to that certain Amended and Restated Five Year Credit Agreement dated as of June 15, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders who are or may become a party thereto (collectively, the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                    The unpaid principal amount of Revolving Credit Loans from time to time outstanding is subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 5.1 of the Credit Agreement. All payments of principal and interest on Revolving Credit Loans shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement.

                    This Revolving Credit Note (the “Revolving Credit Note”) is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable.

                    THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

                    The Debt evidenced by this Revolving Credit Note is senior in right of payment to all Subordinated Debt referred to in the Credit Agreement.

                    The Debtors hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note.

                    IN WITNESS WHEREOF, the undersigned have executed this Revolving Credit Note under seal as of the day and year first above written.

JONES APPAREL GROUP USA, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP HOLDINGS, INC.
By:
	Name:
	Title:
KASPER, LTD.,
By:
	Name:
	Title:
NINE WEST FOOTWEAR CORPORATION
By:
	Name:
	Title:

2 

EXHIBIT A-2 — FORM OF
COMPETITIVE BID
PROMISSORY NOTE

U.S.$                     Dated:                     , 200_

                    FOR VALUE RECEIVED, the undersigned JONES APPAREL GROUP USA, INC., a corporation organized under the laws of Pennsylvania, (the “Borrower”), JONES APPAREL GROUP, INC., a corporation organized under the laws of Pennsylvania, JONES APPAREL GROUP HOLDINGS, INC., a corporation organized under the laws of Delaware, KASPER, LTD., a corporation organized under the laws of Delaware, and NINE WEST FOOTWEAR CORPORATION, a corporation organized under the laws of Delaware (collectively, with the Borrower, the “Debtors”), hereby jointly and severally promise to pay to the order of                     , (the “Lender”), at the place and times provided in that certain Amended and Restated Five Year Credit Agreement dated as of June 15, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Jones Apparel Group USA, Inc., the Additional Obligors referred to therein, the Lenders who are or may become a party thereto (collectively, the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)), on                     , 200_, the principal amount of [U.S.$                    ] [for a Competitive Bid Loan in an Alternative Currency, list currency and amount of such Loan].

                    The undersigned promise to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below:

Interest Rate: ___% per annum (calculated on the basis of a year of ___ days for the actual number of days elapsed) (revise as appropriate for a Floating Rate Loan).

                    Both principal and interest are payable in lawful money of                      to Wachovia Bank, National Association, as administrative agent, for the account of the Lender at its office, at                                          in same day funds.

                    This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

                    THIS COMPETITIVE BID NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

                    The Debt evidenced by this Competitive Bid Note is senior in right of payment to all Subordinated Debt referred to in the Credit Agreement.

                    The Debtors hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Competitive Bid Note.

                    IN WITNESS WHEREOF, the undersigned have executed this Competitive Bid Note under seal as of the day and year first above written.

JONES APPAREL GROUP USA, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP, INC.
By:
	Name:
	Title:
JONES APPAREL GROUP HOLDINGS, INC.
By:
	Name:
	Title:
KASPER, LTD.
By:
	Name:
	Title:
NINE WEST FOOTWEAR CORPORATION
By:
	Name:
	Title:

EXHIBIT B—1 — FORM OF
NOTICE OF REVOLVING CREDIT BORROWING

NOTICE OF REVOLVING CREDIT BORROWING

Dated as of:                     

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

                    This irrevocable Notice of Revolving Credit Borrowing is delivered to you under Section 2.2(a) of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

                    1. The Borrower hereby requests that the Lenders make a Revolving Credit Loan to the Borrower in the aggregate principal amount of $                    . (Complete with an amount in accordance with Section 2.2(a) of the Credit Agreement.)

                    2. The Borrower hereby requests that such Revolving Credit Loan be made on the following Business Day:                                          . (Complete with a Business Day in accordance with Section 2.2(a) of the Credit Agreement).

                    3. The Borrower hereby requests that the Revolving Credit Loan bear interest at the following interest rate, plus the Applicable Margin, as set forth below:

			Termination Date for
		Interest Period	Interest Period (If
Component of Loan	Interest Rate	(LIBOR Rate only)	applicable)
	Base Rate or LIBOR
	Rate

                    4. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof (including the requested Revolving Credit Loan) does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

                    5. The Borrower hereby represents and warrants that the conditions specified in Section 6.3 of the Credit Agreement have been satisfied or waived as of the date hereof.

                    6. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                    IN WITNESS WHEREOF, the undersigned has executed this Notice of Revolving Credit Borrowing as of the ___day of ___, ___.

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

2

EXHIBIT B-2 — FORM OF NOTICE OF
COMPETITIVE BID BORROWING

Dated as of:                                         

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

                    The undersigned, JONES APPAREL GROUP USA, INC., refers to the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents, and hereby gives you notice, irrevocably, pursuant to Section 4.1 of the Credit Agreement that the undersigned hereby requests a Competitive Bid Borrowing under the Credit Agreement, and in that connection sets forth the terms on which such Competitive Bid Borrowing (the “Proposed Competitive Bid Borrowing”) is requested to be made:

(A)	Date of Competitive Bid Borrowing
(B)	Amount of Competitive Bid Borrowing
(C)	[Maturity Date] [Interest Period]
(D)	Interest Rate Basis
(E)	Day Count Convention
(F)	Interest Payment Date(s)
(G)	Currency
(H)	Borrower’s Account Location
(I)

                    Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                    The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Competitive Bid Borrowing:

                    1. The principal Dollar Amount of all Loans and L/C Obligations outstanding as of the date hereof (including the requested Competitive Bid Loan) does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

                    2. The Borrower hereby represents and warrants that the conditions specified in Section 6.4 of the Credit Agreement have been satisfied or waived as of the date hereof.

                    IN WITNESS WHEREOF, the undersigned has executed this Notice of Revolving Credit Borrowing as of the ___day of ______, 200___.

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

2

EXHIBIT C — FORM OF NOTICE OF
ACCOUNT DESIGNATION

NOTICE OF ACCOUNT DESIGNATION

Dated as of:                     

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

                    This Notice of Account Designation is delivered to you under Section 2.2(b) of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

                    1. The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account(s):

ABA Routing Number:

Account Number:

                    2. This authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation is provided by the Borrower to the Administrative Agent.

                    3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                    IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation as of the ___day of _____, ___.

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

EXHIBIT D — FORM OF
NOTICE OF PREPAYMENT

NOTICE OF PREPAYMENT

Dated as of:                     

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center
301 South College Street, TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

                    This irrevocable Notice of Prepayment is delivered to you under Section 2.3(c) of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

                    1. The Borrower hereby provides notice to the Administrative Agent that it shall repay the following [Base Rate Loans] and/or [LIBOR Rate Loans]:

                                                             . (Complete with an amount in accordance with Section 2.3(c) of the Credit Agreement.)

                    2. The Borrower shall repay the above-referenced Revolving Credit Loans on the following Business Day:                     . (Complete in accordance with Section 2.3(c) of the Credit Agreement.)

                    3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                    IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment as of the ______ day of                     , ___.

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

EXHIBIT E — FORM OF
NOTICE OF CONVERSION/CONTINUATION

NOTICE OF CONVERSION/CONTINUATION

Dated as of:                     

Wachovia Bank, National Association,
   as Administrative Agent
One First Union Center
301 South College Street,TW-4
Charlotte, North Carolina 28288-0608
Attention: Syndication Agency Services

Ladies and Gentlemen:

                    This irrevocable Notice of Conversion/Continuation (the “Notice”) is delivered to you under Section 5.2 of the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents.

                    1. This Notice is submitted for the purpose of: (Check one and complete applicable information in accordance with the Credit Agreement.)

Converting all or a portion of a Base Rate Loan into a LIBOR Rate Loan

(a)	The aggregate outstanding principal balance of such Revolving Credit Loan is $                    .
(b)	The principal amount of such Revolving Credit Loan to be converted is $                    .
(c)	The requested effective date of the conversion of such Revolving Credit Loan is                     .
(d)	The requested Interest Period applicable to the converted Revolving Credit Loan is                     .

Converting all or a portion of a LIBOR Rate Loan into a Base Rate Loan

(a)	The aggregate outstanding principal balance of such Revolving Credit Loan is $
(b)	The last day of the current Interest Period for such Revolving Credit Loan is                     .

(c)	The principal amount of such Revolving Credit Loan to be converted is $                    .
(d)	The requested effective date of the conversion of such Revolving Credit Loan is                     .

Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan

(a)	The aggregate outstanding principal balance of such Revolving Credit Loan is $                    .
(b)	The last day of the current Interest Period for such Revolving Credit Loan is                     .
(c)	The principal amount of such Revolving Credit Loan to be continued is $                    .
(d)	The requested effective date of the continuation of such Revolving Credit Loan is                     .
(e)	The requested Interest Period applicable to the continued Revolving Credit Loan is                     .

                    2. The principal Dollar Amount of all Revolving Credit Loans and L/C Obligations outstanding as of the date hereof does not exceed the maximum Dollar Amount permitted to be outstanding pursuant to the terms of the Credit Agreement.

                    3. The Borrower hereby represents and warrants that no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing.

                    4. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                    IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/ Continuation as of the ___day of ___, ___.

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

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EXHIBIT F — FORM OF
OFFICER’S COMPLIANCE CERTIFICATE

OFFICER’S COMPLIANCE CERTIFICATE

                    The undersigned, on behalf of JONES APPAREL GROUP USA, INC. (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

                    1. This Certificate is delivered to you pursuant to Section 8.2 of the Amended and Restated Five Year Credit Agreement dated as of June___, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                    2. I have reviewed the consolidated financial statements of Jones Apparel Group, Inc. and its Subsidiaries dated as of                      and for the                      period[s] then ended and such statements present fairly in all material respects the consolidated financial condition of Jones Apparel Group, Inc. and its Subsidiaries as of their respective dates and the results of the consolidated operations of Jones Apparel Group, Inc. and its Subsidiaries for the respective period[s] then ended, subject to normal year end adjustments for interim statements.

                    3. I have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of Jones Apparel Group, Inc. and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this Certificate [except, if such condition or event existed or exists, describe the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto].

                    4. The Applicable Margin and information as to the debt ratings necessary for determining such figure are set forth on the attached Schedule 1.

                    5. Jones Apparel Group, Inc. and its Subsidiaries are in compliance with the financial covenants contained in Article X of the Credit Agreement as shown on such Schedule 1.

                    WITNESS the following signature as of the ___day of ___, ___.

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

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Schedule 1

to

Officer’s Compliance Certificate

[To be provided by Borrower in form reasonably acceptable to the Administrative Agent]

EXHIBIT G — FORM OF
ASSIGNMENT AND ACCEPTANCE

ASSIGNMENT AND ACCEPTANCE

Dated as of:                     

                    Reference is made to the Amended and Restated Five Year Credit Agreement dated as of June 15, 2004, as amended, restated, supplemented or otherwise modified (the “Credit Agreement”) by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation (the “Borrower”), the Additional Obligors referred to therein, the lenders party thereto (the “Lenders”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Administrative Agent, and Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust Bank, as Documentation Agents. Capitalized terms used herein which are not defined herein shall have the meanings assigned thereto in the Credit Agreement.

                                                    (the “Assignor”) and                                           (the “Assignee”) agree as follows:

                    1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, as of the Effective Date (as defined below), a ___% interest in and to all of the Assignor’s interest, rights and obligations with respect to its Revolving Credit Commitment and Revolving Credit Loans (including such percentage of the outstanding L/C Obligations), which percentage represents not less than $5,000,000, unless such percentage equals 100% of such Lender’s Revolving Credit Commitment, and the Assignor thereby retains ___% of its interest therein.

                    This Assignment and Acceptance is entered pursuant to, and authorized by, Section 14.10 of the Credit Agreement.

                    2. The Assignor (i) represents that, as of the date hereof, its Revolving Credit Commitment Percentage (without giving effect to assignments thereof which have not yet become effective) under the Credit Agreement is ___% and the outstanding balances of its Revolving Credit Loans (including its Revolving Credit Commitment Percentage of the outstanding L/C Obligations) is $               ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower or its Subsidiaries of any of their obligations under the Credit Agreement or any other instrument or document furnished or executed pursuant thereto; and (iv) to the extent it has received Revolving Credit Note(s) from the Borrower, attaches the applicable Revolving Credit Note(s) delivered to it under the Credit Agreement and requests that the Borrower exchange such Revolving Credit Note(s) for new Revolving Credit Notes payable to each of the Assignor and the Assignee as follows:

Revolving Credit Note
Payable to the Order of:	Principal Amount of Note:

                    3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor or any other Lender or the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; (vii) agrees to hold all confidential information in accordance with the provisions of Section 14.10(g) of the Credit Agreement; and (viii) includes herewith for the Administrative Agent the forms required by Section 5.11(e) of the Credit Agreement (if not previously delivered).

                    4. The effective date for this Assignment and Acceptance shall be as set forth in Section 1 of Schedule 1 hereto (the “Effective Date”), subject to the consents referred to in the following sentence. Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for, to the extent required by the Credit Agreement, consent by the Borrower and the Administrative Agent and acceptance and recording in the Register.

                    5. Upon such consents, acceptance and recording, from and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and the other Loan Documents to which Lenders are parties and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender under each such agreement, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents.

                    6. Upon such consents, acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

                    7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE DEEMED TO BE A CONTRACT UNDER SEAL AND SHALL BE GOVERNED BY AND CONSTRUED IN

2

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

3

     WITNESS the following signatures as of the ___ day of ___, ___.

 
ASSIGNOR:
 

By:  

Title:  

ASSIGNEE:
 

By:  

Name:  

Title:  

Acknowledged and Consented to on behalf of the Credit Parties:

JONES APPAREL GROUP USA, INC.

By:

Name:

Title:

Consented to and Accepted by:

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By:

Name:

Title:

4

Schedule 1
to
Assignment and Acceptance

	1.	Effective Date: _________________, ______
	2.	Assignor’s Interest
		Prior to Assignment:
		(a)	Revolving Credit Commitment Percentage
%
		(b)	Outstanding balance of Revolving Credit Loans
$
		(c)	Outstanding balance of Assignor’s Revolving
			Credit Commitment Percentage of the
			L/C Obligations
$
	3.	Assigned Interest (from Section 1) of:
		(a)	Revolving Credit Loans
%
	4.	Assignee’s Extensions of Credit
		After Effective Date:
		(a)	Total outstanding balance of
			Assignee’s Revolving Credit Loans
			(line 2(b) times line 3(a))
$
		(b)	Total outstanding balance of
			Assignee’s Revolving Credit
			Commitment Percentage
			of the L/C Obligations
			(line 2(c) times line 3(a))
$
	5.	Retained Interest of Assignor after
		Effective Date:
		(a)	Retained Interest (from Section 1):
			(i) Revolving Credit Commitment Percentage
%
		(b)	Outstanding balance of Assignor’s Revolving Credit Loans
			(line 2(b) times line 5(a)(i))
$
		(c)	Outstanding balance of Assignor’s

			Revolving Credit Commitment
			Percentage of L/C Obligations
			(line 2(c) times line 5(a)(i))
$
	6.	Payment Instructions:
		(a)	If payable to Assignor,
			to the account of Assignor to:
			ABA No.:
			Account Name:
			Account No.
			Attn:
			Ref:
		(b)	If payable to Assignee, to the account
			of Assignee to:
			ABA No.:
			Account Name:
			Account No.:
			Attn:
			Ref:

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