exv10w2

Termination Date for Interest
Period (If applicable)

Interest Period

Component of Loan

Interest Rate

(LIBOR Rate only)

Base Rate or LIBOR

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

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

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

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:

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

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


	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


	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


	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

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:


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.

“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

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

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

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.

“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.

“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.

“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.

“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).

“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.

“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

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

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,

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.

“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

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).

(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

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

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

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

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.

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

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;

(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.

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

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

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,

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

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

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

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

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

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

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.

(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 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.

(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

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

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;

(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

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

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

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

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;

(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;

(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.

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

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:

(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

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

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];

(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

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

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,

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

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

(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

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

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.

(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

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

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

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

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

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

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

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;

(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

(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

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

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.

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

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, 5^th 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, 5^th 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, 11^th 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 52^nd 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


	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. 51^st Street New York, NY 10022 Attn: Jonathan Bloom T: 212-407-1761 F: 212-407-1778


	COMMITMENT
LENDER	PERCENTAGE			COMMITMENT
Bank Leumi USA		1.3	%	$	8,000,000
562 Fifth Avenue, 10^th 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, 29^th 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, 34^th 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, 38^th 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, 14^th Floor New York, NY 10005 Attn: Esther Lee T: 212 968-9888 F: 212 968-9800


		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

03-Nov-08

20-Jan-09

WELSON TRADING LIMITED

TAIWAN

TD605500139285-8

DOJIJRB2210081ME

USD

15,243.84

03-Nov-08

28-Nov-08

JRB HOWARD INTERNATIONAL CO.,LTD

TAIWAN

TD605500139288-8

DOJIMEDH1023

USD

48,247.10

05-Nov-08

15-Dec-08

DAE HA INC

KOREA REPUBLIC

TD605500139289-8

DOJIME0208SPKDEC

USD

498,262.11

05-Nov-08

14-Jan-09

SERKEY BEBE KONFEKSIYON MOBILYA

TURKEY

TD605500139261-8

DOJIMEGDECME

USD

305,443.62

06-Nov-08

03-Jan-09

MEGA TEXTILE S.A.E.

EGYPT

TD605500139290-8

DOJIME0209PKRNOV

USD

146,762.70

06-Nov-08

15-Dec-08

OSOO PEKKAR(PEKKAR LTD)

TURKEY

TD605500139293-8

DOJIKINS1110ME

USD

4,375.62

12-Nov-08

30-Nov-08

KINGS APPAREL INDUSTRIES (PVT) LTD

PAKISTAN

TD605500139294-8

DOJIMEGJANME

USD

373,535.19

12-Nov-08

13-Feb-09

MEGA TEXTILE S.A.E.

EGYPT

TD605500139297-6

DOJISTX0028ME

USD

311,240.62

12-Nov-08

14-Jan-09

PT SRI REJEKI ISMAN

INDONESIA

TD605500139300-8

DOJI01014035EN

USD

227,087.93

17-Nov-08

02-Feb-09

TAIWAN JULONG CO LTD

TAIWAN

TD605500139301-8

DOJI01024033LEI

USD

431,437.39

17-Nov-08

25-Jan-09

TAIWAN JULONG CO LTD

TAIWAN

TD605500139302-8

DOJI01024025LEI

USD

193.80

17-Nov-08

14-Jan-09

MORE UNION CO., LTD

HONG KONG

TD605500139299-8

DOJI01004036EN

USD

91,377.60

21-Nov-08

09-Feb-09

E.Z. CO., LTD.

TAIWAN

TD605500139305-8

DOJI0218RAJYR200

USD

549,164.10

25-Nov-08

14-Jan-09

M S RAJBY INDUSTRIES

PAKISTAN

TD605500139306-8

DOJI0219KNGS1129

USD

5,573.88

03-Dec-08

14-Dec-08

KINGS APPAREL INDUSTRIES (PVT)

PAKISTAN

TD605500139307-8

DOJI0220KNGS0211

USD

5,849.82

03-Dec-08

14-Dec-08

KINGS APPAREL INDUSTRIES (PVT)

PAKISTAN

TD605500139309-8

DOJIME0222ALU08

USD

9,096.96

10-Dec-08

03-Jan-09

ALLIED EXPORT INDUSTRIES

INDIA

TD605500139304-8

DOJI01074050EN

USD

632,249.39

18-Dec-08

16-Mar-09

FORTUNELY INTERNATIONAL LTD.

HONG KONG

TD605500139314-8

DOJI01064051EN

USD

264,073.07

18-Dec-08

31-Mar-09

FORTUNELY INTERNATIONAL LTD.

HONG KONG

TD605500139315-8

DOJI01084052LEI

USD

464,453.20

18-Dec-08

09-Feb-09

MORE UNION CO., LTD

HONG KONG

TD605500139316-8

DOJI01094053LEI

USD

860,565.74

18-Dec-08

03-Feb-09

GARTEX KNITTING FTY LTD.

HONG KONG

TD605500139320-8

DOJI01134057EN

USD

184,411.45

18-Dec-08

16-Mar-09

ARPO GARMENT CO., LTD

TAIWAN

TD605500139321-8

DOJI01154062EN

USD

64,390.04

18-Dec-08

30-Mar-09

TAIWAN JULONG CO., LTD.

TAIWAN

TD605500139313-8

DOJI01054043LEI

USD

62,492.16

19-Dec-08

30-Dec-08

FORTUNELY INTERNATIONAL LTD.

HONG KONG

TD605500139317-8

DOJI01104054EN

USD

713,078.50

19-Dec-08

16-Mar-09

GARTEX KNITTING FACTORY LTD

HONG KONG

TD605500139318-8

DOJI01114055EN

USD

153,717.86

19-Dec-08

26-Jan-09

MORE UNION CO., LTD

HONG KONG

TD605500139319-8

DOJI01124049EN

USD

2,582,044.23

19-Dec-08

23-Mar-09

FORTUNELY INTERNATIONAL LTD.

HONG KONG

TD605500139323-8

DOJI0226MESKDCER

USD

249,851.16

22-Dec-08

14-Jan-09

TRAKYA TEKSTIL VE GIYIM

TURKEY

TD605500139324-8

DOJI01174034EN

USD

97,941.38

22-Dec-08

14-Jan-09

SPECIAL 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

26-May-08

15-Dec-08

E.Z. CO., LTD.

TAIWAN

TD605500139138-8

DOJI00563861EN

USD

14,400.00

03-Jun-08

17-Oct-08

WENDENG KOOHO CLOTHING CO., LTD

CHINA

TD605500139155-8

DOJI00593871EN

USD

59,894.59

12-Jun-08

12-Jan-09

GLOBAL SOURCING LIMITED

HONG KONG

TD605500139156-8

DOJI00603872EN

USD

117,059.25

12-Jun-08

16-Dec-08

WELSON TRADING LIMITED

TAIWAN

TD605500139157-8

DOJI00613873EN

USD

251,232.63

12-Jun-08

12-Jan-09

ARPO GARMENT CO., LTD

TAIWAN

TD605500139166-8

DOJI00643870EN

USD

617,212.27

19-Jun-08

12-Jan-09

GARTEX KNITTING FTY LTD.

HONG KONG

TD605500139167-8

DOJI00653882EN

USD

418,831.83

19-Jun-08

12-Jan-09

FORTUNELY INTERNATIONAL LTD.

HONG KONG

TD605500139171-8

DOJI00663885EN

USD

21,659.57

26-Jun-08

12-Jan-09

WORLD GRACE HONG KONG LTD

HONG KONG

TD605500139172-8

DOJI00673880EN

USD

971,098.54

26-Jun-08

12-Jan-09

FORTUNELY INTERNATIONAL LTD.

HONG KONG

TD605500139181-8

DOJI00703891EN

USD

995,235.91

03-Jul-08

12-Jan-09

GARTEX KNITTING FTY LTD.

HONG KONG

TD605500139183-8

DOJI00723893EN

USD

59,580.36

03-Jul-08

11-Nov-08

KING STAR GARMENT INTERNATIONAL

TAIWAN

TD605500139192-8

DOJI00743879EN

USD

2,615,142.44

14-Jul-08

12-Jan-09

FORTUNELY INTERNATIONAL LTD.

HONG KONG

TD605500139202-8

DOJI3915LN

USD

95,237.27

30-Jul-08

02-Jan-09

WORLD GRACE HONG KONG LTD

HONG KONG

TD605500139204-8

DOJI00823926EN

USD

133,224.05

30-Jul-08

12-Jan-09

MORE UNION CO., LTD

HONG KONG

TD605500139207-8

DOJI0149TKPAUG

USD

186,201.00

31-Jul-08

14-Nov-08

TRAKYA TEKSTIL VE GIYIM

TURKEY

TD605500139210-8

DOJI00833941EN

USD

111,758.89

07-Aug-08

12-Jan-09

WORLD GRACE HONG KONG LTD

HONG KONG

TD605500139212-8

DOJI00853945LEI

USD

45,316.39

07-Aug-08

14-Jan-09

GARTEX KNITTING FTY LTD.

HONG KONG

TD605500139213-8

DOJI00863946LEI

USD

1,573,079.10

08-Aug-08

09-Jan-09

FORTUNELY INTERNATIONAL LTD.

HONG KONG

TD605500139220-8

DOJI000157ERIKA

USD

4,614.24

29-Aug-08

22-Sep-08

PT. INSUNG INTERNATIONAL

INDONESIA

TD605500139221-8

DOJI000158ERIKA

USD

5,978.70

29-Aug-08

14-Nov-08

PT SRI REJEKI ISMAN

INDONESIA

TD605500139230-8

DOJI00166ME

USD

19,740.80

05-Sep-08

13-NOV-08

DAE HA INC

KOREA REPUBLIC

TD605500139235-8

DOJI00168JRBNM

USD

16,257.01

10-Sep-08

12-Dec-08

JRB HOWARD INTERNATIONAL CO., LTD

TAIWAN

TD605500139237-8

DOJI0170AIME

USD

12,916.80

10-Sep-08

14-Nov-08

ADDI INDUSTRIES LTD.

INDIA

TD605500139238-8

DOJI0171TKME

USD

11,113.20

10-Sep-08

29-NOV-08

KINGS APPAREL INDUSTRIES (PVT)

PAKISTAN

TD605500139239-8

DOJI00172JRBME

USD

6,216.00

10-Sep-08

28-NOV-08

JRB HOWARD INTERNATIONAL CO., LTD

TAIWAN

TD605500139242-8

DOJI0175JRBME

USD

2,426.04

10-Sep-08

28-Nov-08

JRB HOWARD INTERNATIONAL CO., LTD

TAIWAN

TD605500139232-8

DOJI00873964JJ

USD

2,057,541.51

11-Sep-08

05-Jan-09

TAIWAN JULONG CO., LTD.

TAIWAN

TD605500139233-8

DOJI00883963JJ

USD

28,642.11

11-Sep-08

04-NOV-08

EAST OCEAN TEXTILES H.K. LIMITED

HONG KONG

TD605500139243-8

DOJI000176ME

USD

95,302.70

16-Sep-08

14-NOV-08

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

16-Sep-08

28-Nov-08

JRB HOWARD INTERNATIONAL CO.,LTD.

TAIWAN

TD605500139245-8

DOJI000903972EN

USD

105,770.52

18-Sep-08

05-Dec-08

CROWN TEXTILE

PAKISTAN

TD605500139246-8

DOJI00913951 LEI

USD

1,023,456.67

18-Sep-08

05-Jan-09

WORLD GRACE HONG KONG LTD

HONG KONG

TD605500139249-8

DOJI00180ME

USD

25,848.48

22-Sep-08

14-Nov-08

UNITEX FASHIONS (INDIA) PVT. LTD.

INDIA

TD605500139250-8

DOJI00181ME

USD

31,085.10

23-Sep-08

25-Nov-08

JRB HOWARD INTERNATIONAL CO., LTD

TAIWAN

TD605500139255-8

DOJI000185ME

USD

5,955.30

24-Sep-08

13-Nov-08

KINGS APPAREL INDUSTRIES (PVT)

PAKISTAN

TD605500139256-8

DOJI000186ME

USD

5,077.80

24-Sep-08

13-N0V-08

KINGS APPAREL INDUSTRIES (PVT)

PAKISTAN

TD605500139257-8

DOJI000187ME

USD

265,640.28

26-Sep-08

30-Nov-08

TRAKYA TEKSTIL VE GIYIM

TURKEY

TD605500139259-8

DOJI00934000EN

USD

1,041,957.64

02-Oct-08

12-Jan-09

TAIWAN JULONG CO., LTD.

TAIWAN

TD605500139253-8

DOJI00923987EN

USD

160,953.72

03-Oct-08

03-Dec-08

FORTUNELY INTERNATIONAL LTD.

HONG KONG

TD605500139258-8

DOJI0188ME

USD

80,396.39

08-Oct-08

14-Dec-08

MEGA TEXTILE S.A.E.

EGYPT

TD605500139263-8

DOJI00954003EN

USD

113,798.04

08-Oct-08

03-Jan-09

PRODUCT DEVELOPMENT INTERNATIONAL

UNITED STATES

TD605500139265-8

DOJI0189ME

USD

64,846.11

09-Oct-08

15-Dec-08

DHRUV GLOBALS LTD

INDIA

TD605500139268-8

DOJI00984004EN

USD

37,104.00

17-Oct-08

03-Nov-08

MAN SUM GARMENT TEXTILES GROUP

HONG KONG

TD605500139270-8

DOJI0191ME

USD

295,176.89

17-Oct-08

15-Dec-08

MAGSONS EXPORTS

INDIA

TD605500139271-8

DOJI0192ME

USD

163,130.85

17-Oct-08

15-Dec-08

JEANS PLUS LIMITED

BANGLADESH

TD605500139272-8

DOJI0194ME

USD

80,570.31

17-Oct-08

15-Dec-08

PT SRI REJEKI ISMAN

INDONESIA

TD605500139273-8

DOJI0195ME

USD

253,470.48

24-Oct-08

07-Mar-09

FRANK GARMENTS (PVT) LTD.

BANGLADESH

TD605500139274-8

DOJI000196ME

USD

154,332.32

24-Oct-08

14-Feb-09

FRANK GARMENTS (PVT) LTD.

BANGLADESH

TD605500139275-8

DOJI00197ME

USD

93,269.40

28-Oct-08

14-Jan-09

J AND R ENTERPRISE LTD.

KOREA REPUBLIC

TD605500139277-8

DOJI1108AI01ME

USD

43,480.80

03-Nov-08

30-Nov-08

ADDI INDUSTRIES LTD.

INDIA

TD605500139278-8

DOJI1108KE01ME

USD

45,860.03

03-Nov-08

15-Dec-08

KISH EXPORTS LIMITED

INDIA

TD605500139280-8

DOJI1108GG01

USD

31,054.09

03-Nov-08

15-Dec-08

GO GO INTERNATIONAL

INDIA

TD605500139281-8

DOJI1108CC01ME

USD

15,824.03

03-Nov-08

30-Nov-08

CHANDER CREATIONS

INDIA

TD605500139282-8

DOJIUFMEI03ME

USD

11,256.00

03-Nov-08

30-Nov-08

UNITEX FASHIONS (INDIA) PVT. LTD.

INDIA

TD605500139262-8

DOJIEXDEC08JPLME

USD

323,388.37

06-Nov-08

14-Jan-09

JEANS PLUS LIMITED

BANGLADESH

TD605500139292-8

DOJITULIP08ME

USD

233,156.41

11-Nov-08

30-Dec-08

INDUS FILA LIMITED

INDIA

TD605500139296-8

DOJITULIP09ME

USD

98,598.15

12-Nov-08

04-Feb-09

INDUS FILA LIMITED

INDIA

TD605500139295-8

DOJILC114ME

USD

53,866.86

14-Nov-08

09-Mar-09

GLORY ON INTERNATIONAL LTD.

HONG KONG

TD605500139308-8

DOJIME02211208G1

USD

5,045.04

10-Dec-08

25-Dec-08

GO GO INTERNATIONAL

INDIA

TD605500139310-8

DOJIME0223AILDEC

USD

2,887.92

10-Dec-08

14-Jan-09

ADDI INDUSTRIES LTD.

INDIA

TD605500139311-8

DOJIME02241208KE

USD

91,906.29

10-Dec-08

14-Jan-09

KISH EXPORTS LIMITED

INDIA

TD605500139312-8

DOJI0225MEDHRUV8

USD

25,005.71

11-Dec-08

13-Jan-09

DHRUV GLOBALS LTD

INDIA

TD605500139322-8

DOJI01164063EN

USD

291,176.88

18-Dec-08

06-Apr-09

E.Z. CO., LTD.

TAIWAN

TD605500139303-8

DOJI01044032NW

USD

278,215.55

19-Dec-08

30-Dec-08

S.W. GUATEMALA S.A.

GUATEMALA

TD605500139327-8

DOJIME0229EXJAN

USD

262,813.52

24-Dec-08

20-Feb-09

JEANS PLUS LIMITED

BANGLADESH

TD605500139328-8

DOJIME0230EXFEB

USD

223,537.65

24-Dec-08

21-Mar-09

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

Liability Balance

SM204355

USA

SBLC

HARTFORD FIRE INSURANCE COMPANY

07/31/2003

07/01/2009

3,000,000.00

USD

SM210022

USA

SBLC

HARTFORD FIRE INSURANCE COMPANY

09/15/2004

07/01/2009

2,500,000.00

USD

SM220915

USA

SBLC

RREEF AMERICA REIT II CORP.

07/13/2006

09/30/2009

28,000.00

USD

SM228205

USA

SBLC

SAFECO INSURANCE COMPANY OF AMERIC

10/10/2007

10/09/2009

4,000,000.00

USD

SM411647

USA

SBLC

HARTFORD FIRE INSURANCE COMPANY

02/02/2000

07/01/2009

200,000.00

USD

SM414948

USA

SBLC

HARTFORD FIRE INSURANCE COMPANY

11/20/2000

06/01/2009

2,200,000.00

USD

SM417227

USA

SBLC

H. ROSS/525 L.L.C. & E.ROSS/525LLC

06/15/2001

05/31/2009

123,200.00

USD

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

Liability Balance

IC023560U

1968TH112108

USA

IMLC

KCC TRADING INC.

12/03/2008

12/18/2008

91,632.91

USD

IC023571U

2004HXI08112401

USA

IMLC

HUXING INTERNATIONAL INC. NEW YORK

12/10/2008

12/25/2008

251,870.75

USD

IC023595U

2027HXI1124082

USA

IMLC

HUXING INTERNATIONAL INC. NEW YORK

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

Liability Balance

IC657882H

1164YM0703A

HNK

IMLC

HYUNJIN APPAREL CO., LTD.

07/10/2008

01/12/2009

1,152,791.18

USD

IC660616H

1494SH81208N

HNK

IMLC

SEOHAP CO., LTD

09/10/2008

01/16/2009

114,718.47

USD

IC660847H

1557HV90908N

HNK

IMLC

HANSAE CO. LTD

09/16/2008

12/28/2008

6,202.37

USD

IC660895H

1563JSU0912

HNK

IMLC

HYUNJIN APPAREL CO., LTD.

09/17/2008

12/14/2008

25,608.02

USD

IC661440H

1567JNY90108

HNK

IMLC

PT. UNGARAN SARI GARMENTS

09/18/2008

12/16/2008

1,113.64

USD

IC661550H

1582HV90208N

HNK

IMLC

HANSAE CO. LTD

09/22/2008

12/28/2008

103,968.42

USD

IC663747H

1609JS0825

HNK

IMLC

SEOHAP CO., LTD

09/30/2008

01/03/2009

34,561.56

USD

IC663803H

1625JG82488

HNK

IMLC

UNIMIX EXPORTERS LTD

10/02/2008

01/05/2009

311,464.68

USD

IC663923H

1644JG82538

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

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

Liability Balance

IC663979H

1650EPIC647U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

10/10/2008

12/15/2008

17,738.98

USD

IC663980H

1651JNSSPDECUSA

HNK

IMLC

EPIC DESIGNERS LTD

10/10/2008

12/23/2008

212,459.83

USD

IC664014H

1655JG82556

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

10/13/2008

01/07/2009

575,047.72

USD

IC664042H

1657JNY3AU

HNK

IMLC

JK INDUSTRY CO., LTD

10/14/2008

12/16/2008

6,251.72

USD

IC664159H

1670JG82641

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

10/17/2008

12/17/2008

163,636.49

USD

IC664187H

1671JG82491

HNK

IMLC

TY FASHION INTERNATIONAL CO., LTD

10/17/2008

01/02/2009

166,363.02

USD

IC664196H

JBDECUSA2

HNK

IMLC

EPIC DESIGNERS LTD

10/17/2008

01/30/2009

276,389.53

USD

IC664208H

1684JG82627

HNK

IMLC

COME LONG FASHION KNITS LTD.

10/20/2008

12/31/2008

267,318.96

USD

IC664210H

1685JG82662

HNK

IMLC

FASTWELL KNITWEAR MANUFACTURING L

10/20/2008

12/30/2008

549,787.82

USD

IC664288H

1691JG82409

HNK

IMLC

TAI KEI KNITTERS LIMITED

10/22/2008

12/24/2008

26,906.83

USD

IC664289H

1692JG82550

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

10/22/2008

12/17/2008

3,468.11

USD

IC664294H

1696JG82570

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

10/22/2008

12/17/2008

199,567.20

USD

IC664295H

1697JG82571

HNK

IMLC

TAI KEI KNITTERS LIMITED

10/22/2008

12/24/2008

38,322.80

USD

IC664300H

1701JG82640

HNK

IMLC

UNITEX FASHION (KNITWEAR) LIMITED

10/22/2008

12/17/2008

969,725.82

USD

IC664301H

1702JG82683

HNK

IMLC

FABRICA DEMALHAS UNIVERSAL LDA

10/22/2008

12/30/2008

41,905.93

USD

IC664303H

1703JG82685

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

10/23/2008

12/30/2008

117,275.58

USD

IC664304H

1704JG82691

HNK

IMLC

CHERRY GROUP CO LTD

10/22/2008

01/15/2009

343,543.64

USD

IC664307H

1707KP1010A

HNK

IMLC

UNIVERSAL EXPRESS (GARMENT) LTD

10/22/2008

12/27/2008

52,024.50

USD

IC664361H

1715JG82592

HNK

IMLC

COME LONG FASHION KNITS LTD.

10/23/2008

01/07/2009

23,177.10

USD

IC664364H

1717MK1021A

HNK

IMLC

POONG IN TRADING CO., LTD

10/23/2008

12/21/2008

8,618.82

USD

IC664395H

1720JG82505

HNK

IMLC

P.T. UNI-ENLARGEINDUSTRY INDONESIA

10/24/2008

12/14/2008

42,222.18

USD

IC664400H

1723JG82664

HNK

IMLC

PT. UNI-ENLARGEINDUSTRY INDONESIA

10/24/2008

12/23/2008

48,896.00

USD

IC673480H

1736JG82490

HNK

IMLC

KING STAR GARMENT INTL CO., LTD.

10/30/2008

12/17/2008

171,395.28

USD

IC673482H

1738JG82688

HNK

IMLC

WINNER WAY INDUSTRIAL LTD.

10/30/2008

12/31/2008

221,843.17

USD

IC673484H

1739JG82693

HNK

IMLC

RGM GARMENT COMPANY LTD

10/30/2008

01/13/2009

757,149.07

USD

IC673485H

1740JG82731

HNK

IMLC

METRO LEGEND LIMITED

10/30/2008

12/13/2008

208,965.47

USD

IC673487H

1742PD200834

HNK

IMLC

TONGLU PUDE GARMENTS CO.

10/30/2008

12/12/2008

98,079.48

USD

IC673490H

17448F5676U

HNK

IMLC

SEJEE COMPANY LIMITED

10/30/2008

12/19/2008

195,264.12

USD

IC673493H

1747EPPVYU

HNK

IMLC

JK INDUSTRY CO., LTD

10/30/2008

12/16/2008

4,596.00

USD

IC673540H

1750JG82768

HNK

IMLC

P.T. MASTERINDO JAYA ABADI

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

Liability Balance

IC673543H

1753AEC20081

HNK

IMLC

AEC KOREA CO LTD

10/30/2008

01/14/2009

121,495.54

USD

IC673544H

1754YJ1 023A

HNK

IMLC

JUNG KWANG IND. CO., LTD.

10/30/2008

12/18/2008

122,768.10

USD

IC673580H

1756JG82584

HNK

IMLC

LAI’S KNITWEAR MANUFACTURING LTD.

11/03/2008

12/24/2008

117,385.35

USD

IC673581H

1757JG82613

HNK

IMLC

KING STAR GARMENT INTL CO., LTD.

11/03/2008

01/09/2009

50,574.95

USD

IC673582H

1758JG82725

HNK

IMLC

METRO LEGEND LIMITED

11/03/2008

12/15/2008

2,068.38

USD

IC673583H

1759JG82743

HNK

IMLC

CHINAMINE TRADING LTD.

11/03/2008

12/15/2008

126,273.34

USD

IC673584H

1760JG82780

HNK

IMLC

KATTIE FASHION (HONG KONG) LIMITED

11/03/2008

01/14/2009

22,933.00

USD

IC673585H

176lJG82805

HNK

IMLC

BURI CO., LTD.

11/03/2008

12/31/2008

211,315.75

USD

IC673586H

1762JG82819

HNK

IMLC

FORMOSTAR GARMENT CO., LTD.

11/03/2008

12/18/2008

48,081.60

USD

IC673587H

1763AG0lOSP09

HNK

IMLC

ORIENT CRAFT LIMITED

11/03/2008

01/02/2009

40,783.68

USD

IC673588H

1764HF07008

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

11/03/2008

01/02/2009

572,635.78

USD

IC673589H

1765NT007

HNK

IMLC

CHAN EN KNITTING CO., LTD

11/03/2008

01/14/2009

137,139.07

USD

IC673591H

1767MK1022A

HNK

IMLC

POONG IN TRADING CO., LTD

11/03/2008

12/21/2008

1,981.20

USD

IC673592H

1768NR1023

HNK

IMLC

NURIAN INT’L INC.

11/03/2008

12/21/2008

33,703.72

USD

IC673593H

1769YJ1 029B

HNK

IMLC

SAMKWANG APPAREL CORP

11/03/2008

12/26/2008

35,736.20

USD

IC673663H

1770JG82724

HNK

IMLC

FORMOSTAR GARMENT CO., LTD.

11/05/2008

12/19/2008

978.50

USD

IC673664H

177lJG82740

HNK

IMLC

SHENXIN TEXTILE IND. HK CO., LTD.

11/05/2008

12/15/2008

16,814.80

USD

IC673666H

1773JG82806

HNK

IMLC

NANTONG ZHONG YING FASHION PROD LT

11/05/2008

12/30/2008

48,461.00

USD

IC673667H

1774JG82807

HNK

IMLC

TY FASHION INTERNATIONAL CO., LTD

11/05/2008

01/05/2009

134,286.83

USD

IC673668H

1775JG82813

HNK

IMLC

RGM GARMENT COMPANY LTD

11/05/2008

12/17/2008

11,504.29

USD

IC673669H

1776LCEP07

HNK

IMLC

HONG KONG WINTAI GARMENT LTD

11/05/2008

01/04/2009

7,858.13

USD

IC673670H

1777JW1020A

HNK

IMLC

IRREH LEATHER CO., LTD

11/05/2008

12/17/2008

30,767.69

USD

IC673762H

1778JG82507

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

11/07/2008

12/24/2008

3,412.50

USD

IC673767H

1779JG82548

HNK

IMLC

TAl KEI KNITTERS LIMITED

11/07/2008

12/24/2008

2,863.60

USD

IC673769H

1780JG82608

HNK

IMLC

CHINAMINE TRADING LTD.

11/07/2008

12/20/2008

170,775.92

USD

IC673772H

178lJG82631

HNK

IMLC

SLITHER LTD.

11/07/2008

12/24/2008

153,496.43

USD

IC673773H

1782JG82715

HNK

IMLC

WINNER WAY INDUSTRIAL LTD.

11/07/2008

12/24/2008

16,059.89

USD

IC673776H

1783JG82721

HNK

IMLC

P.T. MASTERINDO JAYA ABADI

11/07/2008

01/06/2009

79,659.77

USD

IC673779H

1784JG82796

HNK

IMLC

ARTSON GARMENTS LIMITED

11/07/2008

12/22/2008

11,959.96

USD

IC673780H

1785JG82803

HNK

IMLC

SHANGHAI JOY PLUS FASHION CO., LTD

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

Liability Balance

IC673781H

1786JG82841

HNK

IMLC

SHENXIN TEXTILE IND. HK CO., LTD.

11/07/2008

12/15/2008

42,463.18

USD

IC673782H

1787JG82859

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

11/07/2008

12/24/2008

147,367.50

USD

IC673783H

1788JSMJUSA

HNK

IMLC

EPIC DESIGNERS LTD

11/07/2008

01/20/2009

85,213.21

USD

IC673784H

1789AG02OSP09

HNK

IMLC

ORIENT CRAFT LIMITED

11/07/2008

01/16/2009

335,067.62

USD

IC673790H

1790HF07608

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

11/07/2008

12/25/2008

334,882.79

USD

IC673800H

17918F5683U

HNK

IMLC

SEJEE COMPANY LIMITED

11/07/2008

12/30/2008

634,750.00

USD

IC673804H

1794KP1030A

HNK

IMLC

UNIVERSAL EXPRESS (GARMENT) LTD

11/07/2008

12/27/2008

33,850.25

USD

IC673809H

1796IS1105U

HNK

IMLC

HYUNJIN APPAREL CO., LTD.

11/07/2008

01/04/2009

89,393.18

USD

IC673810H

1797JSIC49U

HNK

IMLC

JK INDUSTRY CO., LTD

11/07/2008

12/31/2008

32,822.48

USD

IC673811H

1798MK1022C

HNK

IMLC

POONG IN TRADING CO., LTD

11/07/2008

12/26/2008

51,008.29

USD

IC673813H

1799REBE041

HNK

IMLC

HYUNJIN APPAREL CO., LTD.

11/07/2008

01/10/2009

976,930.08

USD

IC673814H

180013000SH

HNK

IMLC

SEOHAP CO., LTD

11/12/2008

01/16/2009

174,442.88

USD

IC673903H

1801JG82438

HNK

IMLC

WINNER WAY INDUSTRIAL LTD.

11/11/2008

01/07/2009

122,198.93

USD

IC673905H

1803JG82788

HNK

IMLC

SHENXIN TEXTILE IND. HK CO., LTD.

11/11/2008

12/15/2008

6,317.64

USD

IC673906H

1804JG82809

HNK

IMLC

KING STAR GARMENT INTL CO., LTD.

11/11/2008

01/07/2009

396,459.42

USD

IC673908H

1805JG82824

HNK

IMLC

KING STAR GARMENT INTL CO., LTD.

11/11/2008

02/07/2009

18,001.65

USD

IC673909H

1806JG82830

HNK

IMLC

SHENXIN TEXTILE IND. HK CO., LTD.

11/11/2008

12/15/2008

9,352.09

USD

IC673910H

1807JG82853

HNK

IMLC

SHENXIN TEXTILE IND. HK CO., LTD.

11/11/2008

12/15/2008

19,086.23

USD

IC673911H

1808JG82869

HNK

IMLC

RGM GARMENT COMPANY LTD

11/11/2008

01/12/2009

36,347.15

USD

IC673915H

1810FK11072

HNK

IMLC

WINNER WAY INDUSTRIAL LTD.

11/11/2008

12/17/2008

267,821.82

USD

IC673919H

1814HFNW038

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

11/11/2008

01/12/2009

229,283.38

USD

IC673920H

1815IJ0811-180

HNK

IMLC

INJAE TRADING COMPANY

11/11/2008

01/10/2009

280,570.33

USD

IC673921H

1816IJ1021-116C

HNK

IMLC

INJAE TRADING COMPANY

11/11/2008

01/09/2009

72,723.49

USD

IC673994H

1819FK11077

HNK

IMLC

LAI KO KNITTING FTY. LTD.

11/12/2008

12/17/2008

30,628.87

USD

IC674036H

1821JG82913

HNK

IMLC

CHERRY GROUP CO LTD

11/13/2008

12/17/2008

71,841.92

USD

IC674037H

1822JG82915

HNK

IMLC

TAINAN ENTERPRISES CO LTD

11/13/2008

12/27/2008

19,070.10

USD

IC674038H

1823FK11074

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

11/13/2008

12/17/2008

233,227.88

USD

IC674039H

1824FK11101

HNK

IMLC

JAZZING KNITTING CO. LTD.

11/13/2008

12/17/2008

281,746.56

USD

IC674041H

18259S56078U

HNK

IMLC

MERIM CORP.

11/13/2008

01/21/2009

323,654.12

USD

IC674042H

1826KP1105A

HNK

IMLC

UNIVERSAL EXPRESS (GARMENT) LTD

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

Liability Balance

IC674043H

1827RSl105

HNK

IMLC

SEOHAP CO., LTD

11/13/2008

02/06/2009

45,717.76

USD

IC674045H

1828YJ1110A

HNK

IMLC

POONG IN TRADING CO., LTD

11/13/2008

01/05/2009

74,539.65

USD

IC674049H

1829YJ1110B

HNK

IMLC

POONG IN TRADING CO., LTD

11/13/2008

01/05/2009

105,799.24

USD

IC674051H

1830YJ1110C

HNK

IMLC

NURIAN INT’L INC.

11/14/2008

01/05/2009

77,688.01

USD

IC674052H

1831YJ1110D

HNK

IMLC

HONGS INTERNATIONAL LTD.

11/13/2008

01/05/2009

67,442.42

USD

IC674053H

1832YJ1110E

HNK

IMLC

EUHA INTERNATIONAL LTD

11/13/2008

01/05/2009

75,932.54

USD

IC674054H

1833YJ1110F

HNK

IMLC

SAMKWANG APPAREL CORP

11/13/2008

01/05/2009

91,007.66

USD

IC674056H

1834YJ1112B

HNK

IMLC

JUNG KWANG IND. CO., LTD.

11/13/2008

01/19/2009

73,397.08

USD

IC674084H

18368F5679U

HNK

IMLC

SEJEE COMPANY LIMITED

11/14/2008

01/04/2009

526,350.39

USD

IC674100H

1837JG82766

HNK

IMLC

RGM GARMENT COMPANY LTD

11/17/2008

12/29/2008

55,139.83

USD

IC67410lH

1838JG82791

HNK

IMLC

SHANGHAI JOY PLUS FASHION CO., LTD

11/17/2008

12/30/2008

3,977.15

USD

IC674102H

1839JG82825

HNK

IMLC

P.T. UNI-ENLARGEINDUSTRY INDONESIA

11/17/2008

01/13/2009

18,050.51

USD

IC674103H

1840JG82864

HNK

IMLC

LAI’S KNITWEAR MANUFACTURING LTD.

11/17/2008

01/07/2009

108,646.83

USD

IC674104H

184lJG82881

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

11/17/2008

12/31/2008

106,640.65

USD

IC674105H

1842JG82884

HNK

IMLC

SHANGHAI JOY PLUS FASHION CO., LTD

11/18/2008

12/23/2008

35,540.82

USD

IC674107H

1843JG82890

HNK

IMLC

LAI KO KNITTING FTY. LTD.

11/17/2008

01/07/2009

117,646.38

USD

IC674108H

1844JG82896

HNK

IMLC

RGM GARMENT COMPANY LTD

11/17/2008

12/31/2008

18,005.00

USD

IC674109H

1845JG82911

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

11/17/2008

12/31/2008

34,060.70

USD

IC674110H

1846JG82912

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

11/17/2008

12/31/2008

37,425.60

USD

IC67411lH

1847JG82925

HNK

IMLC

P.T. MASTERINDO JAYA ABADI

11/17/2008

12/30/2008

234,073.14

USD

IC674112H

1848JG00163

HNK

IMLC

ATRACO INDUSTRIAL ENTERPRISES

11/17/2008

12/12/2008

33,012.00

USD

IC674113H

1849EPIC690U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

11/17/2008

01/30/2009

221,961.10

USD

IC674114H

1850JSMCIPLA

HNK

IMLC

COSMOPOLITAN INDUSTRIES (PVT) LTD

11/17/2008

01/09/2009

966,889.04

USD

IC674115H

185lJTES0130

HNK

IMLC

J-TEX GARMENT CO., LTD.

11/17/2008

12/23/2008

103,281.62

USD

IC674116H

1852JY81208N

HNK

IMLC

SEOHAP CO., LTD

11/17/2008

01/09/2009

90,147.75

USD

IC674117H

1853YJ1112A

HNK

IMLC

EUHA INTERNATIONAL LTD

11 /17/2008

01/05/2009

19,278.00

USD

IC674118H

1854YJ1112E

HNK

IMLC

JUNG KWANG IND. CO., LTD.

11/17/2008

01/05/2009

193,811.33

USD

IC674160H

1854JG82882

HNK

IMLC

NANTONG ZHONG YING FASHION PROD LT

11/18/2008

01/07/2009

24,599.82

USD

IC67416lH

1855JG82937

HNK

IMLC

KING STAR GARMENT INTL CO., LTD.

11/18/2008

01/01/2009

63,726.68

USD

IC674162H

1856JG82950

HNK

IMLC

P.T. MASTERINDO JAYA ABADI

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

Liability Balance

IC674163H

1857JG82955

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

11/18/2008

01/14/2009

86,955.64 USD

IC674166H

1858JG82957

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

11/18/2008

12/30/2008

253,054.54 USD

IC674168H

1859EPIC655U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

11/18/2008

12/20/2008

277,092.11 USD

IC674169H

1860JSMCIPLB

HNK

IMLC

COSMOPOLITAN INDUSTRIES (PVT) LTD

11/18/2008

01/30/2009

203,822.24 USD

IC674170H

1861JSMDECUS

HNK

IMLC

EPIC DESIGNERS LTD

11/18/2008

01/09/2009

184,689.26 USD

IC674171H

1862JSMNOVUS

HNK

IMLC

EPIC DESIGNERS LTD

11/18/2008

12/30/2008

460,255.21 USD

IC674172H

1863TRICH119

HNK

IMLC

TRISTATE TRADING LIMITED-MACAO COM

11/18/2008

01/13/2009

399,572.11 USD

IC674173H

1864YJ1112C

HNK

IMLC

JUNG KWANG IND . CO., LTD.

11/18/2008

01/08/2009

129,344.36 USD

IC674187H

1866JG82964

HNK

IMLC

WINNER WAY INDUSTRIAL LTD.

11/19/2008

01/07/2009

47,554.80 USD

IC674188H

1867FK11075

HNK

IMLC

FORTUNE MINT LIMITED

11/19/2008

12/17/2008

412,267.20 USD

IC674192H

1868TS 11178N

HNK

IMLC

TAESAN FC CO LTD

11/19/2008

01/20/2009

127,977.50 USD

IC674197H

1869MK1118A

HNK

IMLC

HONGS INTERNATIONAL LTD.

11/19/2008

01/18/2009

84,614.54 USD

IC674199H

1870JSSI112

HNK

IMLC

SEOHAP CO., LTD

11/19/2008

01/02/2009

55,936.05 USD

IC674200H

1871JTCH0130

HNK

IMLC

J-TEX GARMENT CO., LTD.

11/19/2008

01/14/2009

164,469.11 USD

IC674202H

1872JG00162

HNK

IMLC

ATRACO INDUSTRIAL ENTERPRISES

11/19/2008

12/12/2008

221,256.00 USD

IC674203H

1873JTM00130

HNK

IMLC

J-TEX GARMENT CO., LTD.

11/19/2008

01/07/2009

135,592.15 USD

IC674211H

1874EPIC656U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

11/19/2008

12/20/2008

55,628.01 USD

IC674212H

1875EPIC659U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

11/19/2008

12/20/2008

122.34 USD

IC674217H

1877JNOP741

HNK

IMLC

EXCELLENT JADE LIMITED

11/19/2008

01/27/2009

88,683.00 USD

IC674315H

1880JNOQ3944

HNK

IMLC

EXCELLENT JADE LIMITED

11/21/2008

12/16/2008

176,184.16 USD

IC674317H

1881JN2B211

HNK

IMLC

EXCELLENT JADE LIMITED

11/21/2008

12/17/2008

60,806.55 USD

IC674318H

1882JNOQ045

HNK

IMLC

EXCELLENT JADE LIMITED

11/21/2008

12/23/2008

201,676.04 USD

IC674319H

1883JNOP7361

HNK

IMLC

EXCELLENT JADE LIMITED

11/21/2008

01/27/2009

32,828.37 USD

IC674320H

1884LCEP06

HNK

IMLC

HONG KONG WINTAI GARMENT LTD

11/21/2008

01/04/2009

59,489.62 USD

IC674341H

1885JG82504

HNK

IMLC

FASTWELL KNITWEAR MANUFACTURING L

11/24/2008

01/07/2009

89,384.26 USD

IC674342H

1886JG82696

HNK

IMLC

WINNER WAY INDUSTRIAL LTD.

11/24/2008

01/07/2009

163,205.42 USD

IC674343H

1887JG82700

HNK

IMLC

NANTONG KINSWEAR MFTG . CO LTD.

11/24/2008

01/03/2009

12,796.05 USD

IC674344H

1888JG82815

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

11/24/2008

01/07/2009

13,734.00 USD

IC674347H

1889JG82861

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

11/24/2008

01/07/2009

20,748.00 USD

IC674348H

1890JG82960

HNK

IMLC

LUNG KAE GARMENT CO

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

Liability Balance

IC674350H

1891JG82962

HNK

IMLC

WINNER WAY INDUSTRIAL LTD .

11/24/2008

01/07/2009

101,934.39 USD

IC674351H

1892JG82980

HNK

IMLC

NANTONG KINSWEAR MFTG. CO LTD .

11/24/2008

12/30/2008

111,730.32 USD

IC674352H

I893JG82987

HNK

IMLC

TAI KEI KNITTERS LIMITED

11/24/2008

12/31/2008

192,852.65 USD

IC674353H

1894JG82990

HNK

IMLC

LAI KO KNITTING FTY. LTD .

11/24/2008

12/31/2008

97,242.05 USD

IC674354H

1895JG82993

HNK

IMLC

CHERRY GROUP CO LTD

11/24/2008

12/25/2008

71,811.57 USD

IC674355H

I896JG82999

HNK

IMLC

SHANGHAI JOY PLUS FASHION CO., LTD

11/24/2008

12/27/2008

148,689.65 USD

IC674356H

1897JG83006

HNK

IMLC

KWIN HING KNITTING FTY. LTD .

11/24/2008

12/31/2008

103,125.18 USD

IC674357H

1898JG83008

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

11/24/2008

12/31/2008

23,892.40 USD

IC674358H

1899JG83011

HNK

IMLC

CHINAMINE TRADING LTD.

11/24/2008

01/05/2009

160,496.19 USD

IC674360H

1901AG03ASP09

HNK

IMLC

APPAREL MERCHANDISING CO.,

11/24/2008

01/23/2009

115,744.02 USD

IC674361H

1902IJ1021-116B

HNK

IMLC

INJAE TRADING COMPANY

11/24/2008

01/09/2009

184,622.39 USD

IC674362H

1903TRICH117

HNK

IMLC

TRISTATE TRADING LIMITED-MACAO COM

11/24/2008

01/13/2009

169,198.86 USD

IC674364H

1904MK1117A

HNK

IMLC

HONGS INTERNATIONAL LTD.

11/24/2008

01/05/2009

92,697.99 USD

IC674365H

1905YJ1112D

HNK

IMLC

JUNG KWANG IND . CO., LTD .

11/24/2008

01/08 /2009

44,541.00 USD

IC674411H

1906JG82919

HNK

IMLC

SLITHER LTD.

11/25/2008

01/07/2009

108,934.35 USD

IC674412H

1907JG82938

HNK

IMLC

SLITHER LTD .

11/25/2008

12/31/2008

93,040.03 USD

IC674413H

1908JG82941

HNK

IMLC

CRYSTAL CLEAR WEALTH LTD

11/25/2008

12/30/2008

261,666.15 USD

IC674414H

1909JG82963

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

11/25/2008

01/08/2009

38,916.00 USD

IC674415H

1910JG83004

HNK

IMLC

FORNTON KNITTING CO., LTD.

11/25/2008

12/31/2008

521,011.34 USD

IC674416H

1911JG83010

HNK

IMLC

WILFORD KNITWEAR FTY. LTD.

11/25/2008

12/31/2008

174,535.22 USD

IC674417H

1912JG83018

HNK

IMLC

CHIN HO KNITTING FACTORY LIMITED

11/25/2008

12/31/2008

453,400.52 USD

IC674418H

1913JG83022

HNK

IMLC

UNITEX FASHION (KNITWEAR) LIMITED

11/25/2008

12/30/2008

829,152.84 USD

IC674420H

1914JG83039

HNK

IMLC

P.T . MASTERINDO JAY A ABADI

11/25/2008

01/20/2009

229,832.69 USD

IC674421H

1915JG83041

HNK

IMLC

BURI CO. , LTD .

11/25/2008

12/17/2008

39,081.17 USD

IC674423H

1916JG83042

HNK

IMLC

CHERRY GROUP CO LTD

11/25/2008

01/01/2009

45,299.28 USD

IC674424H

1917JG83065

HNK

IMLC

FASTWELL KNITWEAR MANUFACTURING L

11/25/2008

01/07 /2009

200,279.24 USD

IC674425H

1918JG83066

HNK

IMLC

FORTUNE MINT LIMITED

11/25/2008

01/07/2009

24,455.90 USD

IC674450H

1919IJ1021116A

HNK

IMLC

INJAE TRADING COMPANY

11/26/2008

12/26/2008

76,284.64 USD

IC674452H

1920JG82620

HNK

IMLC

CHINAMINE TRADING LTD.

11/26/2008

01/12/2009

76,996.24 USD

IC674453H

1921JG82852

HNK

IMLC

BUSINESS FAITH INTERNATIONAL LTD.

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

Liability Balance

IC674454H

1922JG82922

HNK

IMLC

SLITHER LTD.

11/26/2008

01/12/2009

16,615.20 USD

IC674455H

1923JG82969

HNK

IMLC

SLITHER LTD.

11/26/2008

01/14/2009

14,414.40 USD

IC674456H

1924JG82981

HNK

IMLC

NANTONG ZHONG YING FASHION PROD LT

11/26/2008

01/12/2009

25,233.30 USD

IC674457H

1925JG82982

HNK

IMLC

TY FASHION INTERNATIONAL CO., LTD

11/26/2008

01/16/2009

14,868.00 USD

IC674459H

1926JG83013

HNK

IMLC

LAKEWILL SILK AND GARMENT LIMITED

11/26/2008

01/10/2009

57,078.53 USD

IC674460H

1927JG83031

HNK

IMLC

CHINAMINE TRADING LTD.

11/26/2008

01/12/2009

14,307.73 USD

IC674461H

1928JG83067

HNK

IMLC

JAZZING KNITTING CO. LTD.

11/26/2008

01/14/2009

171,390.30 USD

IC674463H

1929JG83068

HNK

IMLC

KATTIE FASHION (HONG KONG) LIMITED

11/26/2008

01/14/2009

239,811.16 USD

IC674464H

1930EPIC649U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

11/26/2008

12/29/2008

120,997.54 USD

IC674465H

1931JBDJU39C

HNK

IMLC

EPIC DESIGNERS LTD

11/26/2008

02/14/2009

157,139.45 USD

IC674467H

1932JNOQ646

HNK

IMLC

EXCELLENT JADE LIMITED

11/26/2008

12/30/2008

571,540.12 USD

IC674469H

1934TRIVN114

HNK

IMLC

TRISTATE TRADING LIMITED -MACAO COM

11/26/2008

12/27/2008

59,191.74 USD

IC674470H

1935KP1113A

HNK

IMLC

UNIVERSAL EXPRESS (GARMENT) LTD

11/26/2008

01/10/2009

139,000.50 USD

IC674471H

1936MK1022B

HNK

IMLC

POONG IN TRADING CO., LTD

11/26/2008

01/18/2009

22,856.10 USD

IC674542H

1937JG82431

HNK

IMLC

FASTWELL KNITWEAR MANUFACTURING L

12/03/2008

01/21/2009

13,551.60 USD

IC674543H

1938JG82555

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

12/03/2008

01/21/2009

13,020.00 USD

IC674544H

1939JG82601

HNK

IMLC

COME LONG FASHION KNITS LTD.

12/03/2008

01/27/2009

50,850.40 USD

IC674545H

1940JG82621

HNK

IMLC

CHINAMINE TRADING LTD.

12/03/2008

01/19/2009

232,726.58 USD

IC674546H

1941JG82736

HNK

IMLC

RGM GARMENT COMPANY LTD

12/03/2008

01/18/2009

15,162.75 USD

IC674548H

1942JG82756

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

12/03/2008

01/28/2009

55,126.16 USD

IC674550H

1943JG82761

HNK

IMLC

CHINAMINE TRADING LTD.

12/03/2008

01/26/2009

170,022.53 USD

IC674551H

1944JG82855

HNK

IMLC

BUSINESS FAITH INTERNATIONAL LTD.

12/03/2008

02/01/2009

28,031.25 USD

IC674552H

1945JG82863

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

12/03/2008

01/21/2009

55,335.00 USD

IC674553H

1946JG82867

HNK

IMLC

SHANGHAI JOY PLUS FASHION CO., LTD

12/03/2008

01/27/2009

61,477.60 USD

IC674554H

1947JG82873

HNK

IMLC

UNIMIX EXPORTERS LTD

12/03/2008

01/30/2009

68,423.85 USD

IC674555H

1948JG82892

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

12/03/2008

02/04/2009

101,202.88 USD

IC674556H

1949JG82909

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

12/03/2008

02/04/2009

134,290.10 USD

IC674557H

1950JG82921

HNK

IMLC

SLITHER LTD.

12/03/2008

01/28/2009

23,352.00 USD

IC674558H

1951JG82923

HNK

IMLC

SLITHER LTD.

12/03/2008

01/28/2009

16,210.40 USD

IC674559H

1952JG82927

HNK

IMLC

P.T. MASTERINDO JAYA ABADI

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

Liability Balance

IC674562H

1953JG82939

HNK

IMLC

SLITHER LTD.

12/03/2008

02/04/2009

43,993.32 USD

IC674567H

1954JG82940

HNK

IMLC

KING STAR GARMENT INTL CO., LTD.

12/03/2008

02/04/2009

29,124.90 USD

IC674569H

1955JG82954

HNK

IMLC

LUNG KAE GARMENT CO

12/03/2008

01/21/2009

21,965.00 USD

IC674570H

1956JG82967

HNK

IMLC

ESQUEL ENTERPRISES LIMITED

12/03/2008

01/19/2009

58,663.66 USD

IC674572H

1957JG83014

HNK

IMLC

LAKEWILL SILK AND GARMENT LIMITED

12/03/2008

01/17/2009

35,428.05 USD

IC674573H

1958JG83030

HNK

IMLC

LAKEWILL SILK AND GARMENT LIMITED

12/03/2008

03/21/2009

144,937.84 USD

IC674574H

1959JG83037

HNK

IMLC

UNIMIX EXPORTERS LTD

12/03/2008

02/02/2009

92,207.48 USD

IC674575H

1960JG83055

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

12/03/2008

03/25/2009

12,293.87 USD

IC674576H

1961JG83057

HNK

IMLC

UNITEX FASHION (KNITWEAR) LIMITED

12/03/2008

02/01/2009

62,213.28 USD

IC674577H

1962JG83059

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

12/03/2008

02/18/2009

58,007.25 USD

IC674579H

1963JG83070

HNK

IMLC

FORMOSTAR GARMENT CO LTD

12/03/2008

02/03/2009

53,211.38 USD

IC674580H

1964JG83100

HNK

IMLC

FORMOSTAR GARMENT CO LTD

12/03/2008

01/01/2009

157,979.77 USD

IC674581H

1965JSMJANUSA

HNK

IMLC

EPIC GARMENTS MANUFACTURING CO LT

12/03/2008

01/30/2009

136,244.81 USD

IC674583H

1966HF07708

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

12/03/2008

02/14/2009

520,574.63 USD

IC674584H

1967HFNW039

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

12/03/2008

02/09/2009

462,140.38 USD

IC674588H

1969JN2B212

HNK

IMLC

EXCELLENT JADE LIMITED

12/03/2008

01/21/2009

67,032.00 USD

IC674589H

1970JNOP737

HNK

IMLC

EXCELLENT JADE LIMITED

12/03/2008

01/27/2009

25,550.60 USD

IC674590H

1971JNOQ749

HNK

IMLC

EXCELLENT JADE LIMITED

12/03/2008

12/31/2008

14,786.97 USD

IC674591H

1972TRICH133

HNK

IMLC

TRISTATE TRADING LIMITED-MACAO COM

12/03/2008

01/13/2009

196,950.11 USD

IC674592H

1973DSOl121

HNK

IMLC

SEOHAP CO., LTD

12/03/2008

02/06/2009

37,939.10 USD

IC674594H

1974JS1029

HNK

IMLC

SEOHAP CO., LTD

12/03/2008

02/13/2009

79,909.82 USD

IC674595H

1975MK1125A

HNK

IMLC

HONGS INTERNATIONAL LTD.

12/03/2008

01/25/2009

166,998.37 USD

IC674597H

1976YJl121A

HNK

IMLC

NURIAN INT’L INC.

12/03/2008

01/16/2009

529,628.40 USD

IC674602H

197713001SH

HNK

IMLC

SEOHAP CO., LTD

12/03/2008

01/23/2009

38,490.82 USD

IC674637H

1978JG83071

HNK

IMLC

P.T. MASTERINDO JAYA ABADI

12/04/2008

01/27/2009

57,496.22 USD

IC674638H

1979JG83083

HNK

IMLC

ESQUEL ENTERPRISES LIMITED

12/04/2008

12/29/2008

52,216.50 USD

IC674639H

1980JG83084

HNK

IMLC

ESQUEL ENTERPRISES LIMITED

12/04/2008

01/26/2009

57,189.50 USD

IC674640H

1981JG83085

HNK

IMLC

P.T. UNI-ENLARGEINDUSTRY INDONESIA

12/04/2008

01/20/2009

188,474.56 USD

IC674641H

1982JG83087

HNK

IMLC

P.T. UNI-ENLARGEINDUSTRY INDONESIA

12/04/2008

02/10/2009

47,572.56 USD

IC674642H

1983JG83097

HNK

IMLC

TAINAN ENTERPRISES CO LTD

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

Liability Balance

IC674643H

1984JG83113

HNK

IMLC

WILFORD KNITWEAR FTY . LTD.

12/04/2008

01/10/2009

95,758.20 USD

IC674644H

1985JG83114

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

12/04/2008

01/10/2009

234,705.75 USD

IC674645H

1986JG83123

HNK

IMLC

SHANGHAI JOY PLUS FASHION CO., LTD

12/04/2008

01/31/2009

12,530.95 USD

IC674646H

1987JG83124

HNK

IMLC

SHANGHAI JOY PLUS FASHION CO., LTD

12/04/2008

01/13/2009

36,283.37 USD

IC674647H

1988JG83126

HNK

IMLC

RGM GARMENT COMPANY LTD

12/04/2008

01/19/2009

26,845.85 USD

IC674648H

1989JG83137

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

12/04/2008

12/3112008

147,758.17 USD

IC674649H

1990JG83138

HNK

IMLC

KATTIE FASHION (HONG KONG) LIMITED

12/04/2008

12/31/2008

118,367.23 USD

IC674650H

1991JG83142

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

12/04/2008

01/07/2009

40,717.77 USD

IC674651H

1992JG83144

HNK

IMLC

DASHING INDUSTRIAL COMPANY LIMITED

12/04/2008

01/08/2009

127,962.89 USD

IC674653H

1993JG83146

HNK

IMLC

JAZZING KNITTING CO. LTD.

12/04/2008

12/31/2008

147,902.40 USD

IC674654H

1994JG83157

HNK

IMLC

RGM GARMENT COMPANY LTD

12/04/2008

01/19/2009

28,718.03 USD

IC674655H

1995JG83164

HNK

IMLC

CHERRY GROUP CO LTD

12/04/2008

12/24/2008

25,104.50 USD

IC674656H

1996EGMCLA66

HNK

IMLC

EPIC GARMENTS MANUFACTURING CO LT

12/04/2008

01/30/2009

136,244.81 USD

IC674657H

1997EPIC660U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

12/04/2008

01/08/2009

41,782.94 USD

IC674658H

1998EPIC662U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

12/04/2008

01/15/2009

280,523.21 USD

IC674659H

1999EPIC664U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

12/04/2008

01/15/2009

243,020.02 USD

IC674665H

2000EPIC668U

HNK

IMLC

EPIC DESIGNERS VIETNAM LTD.

12/04/2008

01/14/2009

19,947.84 USD

IC674666H

2001JBDJUSA

HNK

IMLC

EPIC DESIGNERS LTD

12/04/2008

01/30/2009

147,616.58 USD

IC674667H

2002HFD069

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

12/04/2008

01/13/2009

149,364.30 USD

IC674668H

2003HFD070

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

12/04/2008

01/20/2009

53,633.13 USD

lC674669H

20059S5601U

HNK

IMLC

SEJEE COMPANY LIMITED

12/04/2008

01/23/2009

38,225.88 USD

IC674670H

20069S5606U

HNK

IMLC

SEJEE COMPANY LIMITED

12/04/2008

01/13/2009

149,708.08 USD

IC674671H

2007JN2B210

HNK

IMLC

EXCELLENT JADE LIMITED

12/04/2008

01/2112009

46,865.70 USD

IC674672H

2008TRICH135

HNK

IMLC

TRISTATE TRADING LIMITED-MACAO COM

12/04/2008

02/10/2009

606,742.19 USD

IC674673H

2009TRIHT022

HNK

IMLC

TRISTATE TRADING LIMITED-MACAO COM

12/04/2008

02/01/2009

52,464.11 USD

IC674674H

201OSH12108N

HNK

IMLC

SEOHAP CO., LTD

12/04/2008

02/13/2009

40,857.68 USD

IC674675H

201lTS112608

HNK

IMLC

TAESAN FC CO LTD

12/04/2008

01/20/2009

118,593.20 USD

IC674689H

2012JG83088

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

12/08/2008

01/14/2009

545,034.00 USD

IC674711H

2013JG82973

HNK

IMLC

TY FASHION INTERNATIONAL CO., LTD

12/08/2008

01/30/2009

111,636.00 USD

IC674712H

20 14JG82983

HNK

IMLC

KING STAR GARMENT INTL CO., LTD.

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

Liability Balance

IC674713H

2015JG83162

HNK

IMLC

BURI CO., LTD.

12/08/2008

12/31/2008

293,943.15 USD

IC674714H

2016JG83166

HNK

IMLC

LAI KO KNITTING FTY. LTD.

12/08/2008

01/14/2009

334,416.10 USD

IC674716H

2017JG83167

HNK

IMLC

TAINAN ENTERPRISES CO LTD

12/08/2008

01/17/2009

100,813.35 USD

IC674718H

2018JG83175

HNK

IMLC

CHINAMINE TRADING LTD.

12/08/2008

01/31/2009

28,479.75 USD

IC674719H

2019JG83184

HNK

IMLC

P.T. MASTERINDO JAYA ABADI

12/08/2008

02/03/2009

52,368.07 USD

IC674720H

2020JG83192

HNK

IMLC

P.T. MASTERINDO JAYA ABADI

12/08/2008

02/24/2009

37,136.48 USD

IC674721H

2021JG83195

HNK

IMLC

CHERRY GROUP CO LTD

12/08/2008

01/15/2009

115,163.81 USD

IC674722H

2022JG83196

HNK

IMLC

CHERRY GROUP CO LTD

12/08/2008

01/15/2009

70,199.34 USD

IC674723H

2023JG83207

HNK

IMLC

TAINAN ENTERPRISES CO LTD

12/08/2008

02/07/2009

16,065.00 USD

IC674728H

20249WSTl124

HNK

IMLC

PT. UNGARAN SARI GARMENTS

12/08/2008

01/13/2009

13,467.30 USD

IC674732H

2025AG07OSP09

HNK

IMLC

ORIENT CRAFT LIMITED

12/08/2008

03/04/2009

129,433.40 USD

IC674734H

2026HF08208

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

12/08/2008

02/14/2009

432,965.92 USD

IC674735H

2028JTSPKAP

HNK

IMLC

J-TEX GARMENT CO., LTD.

12/08/2008

01/05/2009

202,548.90 USD

IC674736H

20299S5609U

HNK

IMLC

SEJEE COMPANY LIMITED

12/08/2008

01/27/2009

446,370.31 USD

IC674737H

2030JN2B513

HNK

IMLC

EXCELLENT JADE LIMITED

12/08/2008

02/11/2009

60,439.59 USD

IC674738H

2031JSU1202

HNK

IMLC

HYUNJIN APPAREL CO., LTD.

12/10/2008

01/18/2009

233,590.83 USD

IC674739H

2032SEP1204

HNK

IMLC

HYUNJIN APPAREL CO., LTD.

12/08/2008

01/18/2009

44,122.76 USD

IC674740H

2033YJl203A

HNK

IMLC

NURIAN INT’L INC.

12/08/2008

02/05/2009

48,392.32 USD

IC674741H

2034YJl203B

HNK

IMLC

POONG IN TRADING CO., LTD

12/08/2008

02/05/2009

23,476.64 USD

IC674743H

2035YJl203C

HNK

IMLC

HONGS INTERNATIONAL LTD.

12/08/2008

02/05/2009

25,363.17 USD

IC674745H

2036YJl203D

HNK

IMLC

SAMKWANG APPAREL CORP

12/08/2008

02/05/2009

50,053.21 USD

IC674747H

2037YJl203E

HNK

IMLC

JUNG KWANG IND. CO., LTD.

12/08/2008

02/05/2009

134,920.30 USD

IC674749H

2038YJl203G

HNK

IMLC

JUNG KWANG IND. CO., LTD.

12/08/2008

02/05/2009

390,255.87 USD

IC674750H

2039YJl203I

HNK

IMLC

SAMKWANG APPAREL CORP

12/08/2008

02/05/2009

668,859.91 USD

IC674751H

2040YJl203J

HNK

IMLC

NURIAN INT’L INC.

12/08/2008

02/05/2009

20,097.00 USD

IC674752H

2041YJl203K

HNK

IMLC

JUNG KWANG IND. CO., LTD.

12/08/2008

02/10/2009

28,014.27 USD

IC674753H

2042YJl203L

HNK

IMLC

NURIAN INT’L INC.

12/08/2008

02/15/2009

144,258.98 USD

IC674756H

2043YM1202A

HNK

IMLC

HYUNJIN APPAREL CO., LTD.

12/08/2008

02/15/2009

474,165.34 USD

IC674830H

2044JG83187

HNK

IMLC

THAI GARMENT EXPORT CO., LTD.

12/10/2008

01/21/2009

246,983.63 USD

IC674831H

2045JG83190

HNK

IMLC

ESQUEL ENTERPRISES LIMITED

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

Liability Balance

IC674832H

2046JG83203

HNK

IMLC

BURI CO ., LTD.

12/10/2008

01/14/2009

266,339.42 USD

IC674835H

2047JG83215

HNK

IMLC

FORMOSTAR GARMENT CO LTD

12/10/2008

01/22/2009

648,059.19 USD

IC674836H

2048JG83217

HNK

IMLC

BURI CO., LTD.

12/10/2008

02/25/2009

492,233.72 USD

IC674837H

2049JG83230

HNK

IMLC

FORNTON KNITTING CO., LTD.

12/10/2008

01/28/2009

31,206.17 USD

IC674838H

2050JG83233

HNK

IMLC

KWIN HING KNITTING FTY. LTD.

12/10/2008

01/28/2009

62,675.92 USD

IC674839H

205lJ G83241

HNK

IMLC

WINNER WAY INDUSTRIAL LTD.

12/10/2008

01/28/2009

16,868.20 USD

IC674840H

2052JG83242

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

12/10/2008

01/28/2009

16,520.26 USD

IC674841H

2053JG83248

HNK

IMLC

TAINAN ENTERPRISES CO LTD

12/10/2008

01/21/2009

298,059.75 USD

IC674843H

2054JG83249

HNK

IMLC

TAINAN ENTERPRISES CO LTD

12/10/2008

02/04/2009

934,969.21 USD

IC674844H

2058JG83251

HNK

IMLC

CHERRY GROUP CO LTD

12/10/2008

01/07/2009

123,320.55 USD

IC674845H

2059JG83257

HNK

IMLC

SHENXIN TEXTILE IND. HK CO., LTD.

12/10/2008

01/14/2009

609,167.12 USD

IC674846H

2060JG83258

HNK

IMLC

SHENXIN TEXTILE IND. HK CO., LTD.

12/10/2008

01/19/2009

43,374.55 USD

IC674847H

206lJG83266

HNK

IMLC

CHIN HO KNITTING FACTORY LIMITED

12/10/2008

01/28/2009

14,432.50 USD

IC674848H

2062JG83274

HNK

IMLC

ESQUEL ENTERPRISES LIMITED

12/10/2008

02/09/2009

75,758.00 USD

IC674849H

2063JG83275

HNK

IMLC

ESQUEL ENTERPRISES LIMITED

12/10/2008

03/02/2009

127,108.58 USD

IC674859H

2064JG83239

HNK

IMLC

FABRICA DEMALHAS UNIVERSAL LDA

12/11/2008

03/04/2009

55,881.00 USD

IC674860H

2065JG83280

HNK

IMLC

FORMOSTAR GARMENT CO LTD

12/11/2008

01/29/2009

423,101.09 USD

IC674861H

2066JG83287

HNK

IMLC

TAINAN ENTERPRISES CO LTD

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

12/11/2008

01/12/2009

585,910.38 USD

IC674864H

2069JG83294

HNK

IMLC

DO DO FASHION LTD.

12/11/2008

02/02/2009

89,287.06 USD

IC674865H

2070JG83297

HNK

IMLC

PAK TAK KNITTING AND GARMENT FTY

12/11/2008

01/07/2009

75,709.51 USD

IC674867H

207lJG83299

HNK

IMLC

WINNER WAY INDUSTRIAL LTD.

12/11/2008

01/14/2009

114,366.30 USD

IC674868H

2072JK83186

HNK

IMLC

WONDERFUL INT’L GROUP (HK) LTD.

12/18/2008

01/1112009

184,437.72 USD

IC674869H

2073PD200837

HNK

IMLC

TONGLU PUDE GARMENTS CO.

12/11/2008

01/10/2009

118,189.53 USD

IC674873H

2074PD200839

HNK

IMLC

TONGLU PUDE GARMENTS CO.

12/11/2008

01/31/2009

188,244.96 USD

IC674875H

2075HF08408

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

12/11/2008

02/14/2009

849,564.16 USD

IC674876H

2076HFD071

HNK

IMLC

HIGH FASHION GARMENTS CO. LTD.

12/11/2008

02/10/2009

344,535.40 USD

IC674878H

2077JWD11218

HNK

IMLC

PT. UNGARAN SARI GARMENTS

12/11/2008

01/13/2009

225,116.18 USD

IC674879H

20789S5618BU

HNK

IMLC

SEJEE COMPANY LIMITED

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

Liability Balance

IC674880H

20799S5618VU

HNK

IMLC

SEJEE COMPANY LIMITED

12/11/2008

01/09/2009

24,691.59

USD

IC674881H

2080JN2B214

HNK

IMLC

EXCELLENT JADE LIMITED

12/11/2008

01/21/2009

68,584.95

USD

IC674882H

2081JN2B315

HNK

IMLC

EXCELLENT JADE LIMITED

12/11/2008

12/25/2008

22,569.75

USD

IC674883H

2082JNOQ554

HNK

IMLC

EXCELLENT JADE LIMITED

12/11/2008

02/04/2009

79,698.11

USD

IC674885H

2083JNOQ752

HNK

IMLC

EXCELLENT JADE LIMITED

12/11/2008

12/31/2008

17,796.08

USD

IC674886H

2084JNOS753

HNK

IMLC

EXCELLENT JADE LIMITED

12/11/2008

01/13/2009

220,333.66

USD

IC674887H

2085TRICH139

HNK

IMLC

TRISTATE TRADING LIMITED-MACAO COM

12/11/2008

02/03/2009

475,603.56

USD

IC674888H

2086TRIVN119

HNK

IMLC

TRISTATE TRADING LIMITED — MACAO

12/11/2008

01/16/2009

18,577.78

USD

IC674889H

2087JG83285

HNK

IMLC

CHERRY GROUP CO LTD

12/11/2008

01/07/2009

124,962.38

USD

IC674891H

2088JG83298

HNK

IMLC

TAl KEI KNITTERS LIMITED

12/11/2008

01/07/2009

155,564.78

USD

IC674892H

2089IS1204U

HNK

IMLC

HYUNJIN APPAREL CO., LTD.

12/11/2008

02/01/2009

319,150.72

USD

IC674893H

2090JSS1204

HNK

IMLC

SEOHAP CO., LTD

12/11/2008

02/06/2009

6,174.00

USD

IC674896H

209IJSU1205

HNK

IMLC

HYUNJIN APPAREL CO., LTD.

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

Liability Balance

IC663853H

NW0152DP449

HNK

IMLC

WTL ENTERPRISE CO. LTD .

10/06/2008

01/03/2009

101,706.00 USD

IC664264H

NWO156MB 1016

HNK

IMLC

FASHION FOCUS MFG LTD.

10/2112008

01/20/2009

29,260.00 USD

IC673799H

NW0160ND1023

HNK

IMLC

SUPERL HOLDINGS LIMITED

11/07/2008

12/20/2008

7,146.36 USD

IC673805H

NW0162ND1029

HNK

IMLC

COSI COSI FOOTWEAR S.L.

11/07/2008

01/10/2009

72,085.50 USD

IC673929H

NW0165LZ023

HNK

IMLC

FASHION FOCUS MFG LTD.

11/11/2008

01/13/2009

60,454.00 USD

IC673984H

NW0180DP459

HNK

IMLC

CORAL REEF ASIA PACIFIC

11/12/2008

01/25/2009

78,000.00 USD

IC673985H

NWO181CR0031

HNK

IMLC

CORAL REEF ASIA PACIFIC

11/12/2008

01/30/2009

5,733.00 USD

IC673988H

NW0182DP455

HNK

IMLC

CORAL REEF ASIA PACIFIC

11/12/2008

01/31/2009

66,223.20 USD

IC673989H

NW0183ND009

HNK

IMLC

BASINI ENTERPRISE CO. LTD.

11/12/2008

02/03/2009

19,800.00 USD

IC673990H

NW0184DP452

HNK

IMLC

WTL ENTERPRISE CO. LTD.

11/14/2008

02/04/2009

173,742.00 USD

IC673991H

NW0185DP456

HNK

IMLC

HONOUR SERVICES LTD.

11/12/2008

02/04/2009

283,035.00 USD

IC673992H

NW0186DP457

HNK

IMLC

BROWN PACIFIC TRADING LTD.

11/12/2008

02/04/2009

245,622.00 USD

IC673993H

NW0187DP458

HNK

IMLC

SHUASIA INTERNATIONAL TRADING LTD .

11/12/2008

02/04/2009

198,648.96 USD

IC674419H

NW0188DP461

HNK

IMLC

GOLDEN MATE INTERNATIONAL CORP.

11/25/2008

02/04/2009

48,844.80 USD

IC674422H

NW0189DP460

HNK

IMLC

PRESTIGE FOOTWEAR CO. LTD.

11/25/2008

02/04/2009

48,285.60 USD

IC674704H

NW0190JB120108

HNK

IMLC

SUPERL HOLDINGS LIMITED

12/05/2008

02/11/2009

166,338.44 USD

IC674705H

NW0191ND112508

HNK

IMLC

SUPERL HOLDINGS LIMITED

12/05/2008

02/11/2009

163,660.74 USD

IC674706H

NW0192DP462

HNK

IMLC

BROWN PACIFIC TRADING LTD .

12/05/2008

02/25/2009

167,665.50 USD

IC674707H

NW0193DP463

HNK

IMLC

WTL ENTERPRISE CO. LTD.

12/05/2008

02/25/2009

76,176.00 USD

IC674926H

NW0194DP464

HNK

IMLC

HONOUR SERVICES LTD.

12/11/2008

03/04/2009

34,425.00 USD

IC674927H

NW0195DP465

HNK

IMLC

WTL ENTERPRISE CO. LTD.

12/11/2008

03/04/2009

172,672.50 USD

IC674928H

NW0196ND010

HNK

IMLC

BASINI ENTERPRISE CO. LTD.

12/11/2008

02/25/2009

26,040.00 USD

IC674929H

NW0197DP466

HNK

IMLC

PUIBRIGHT INVESTMENTS LIMITED

12/11/2008

03/06/2009

108,904.20 USD

IC674930H

NW0198DP467

HNK

IMLC

MASTERSHIP INTERNATIONAL CO., LTD.

12/11/2008

02/10/2009

155,692.80 USD

IC674931H

NW0199DP468

HNK

IMLC

MASTERSHIP INTERNATIONAL CO., LTD.

12/11/2008

03/04/2009

30,404.16 USD

IC675288H

NW0200ND011

HNK

IMLC

CORAL REEF ASIA PACIFIC LTD

12/22/2008

02/03/2009

34,140.75 USD

IC675289H

NW0201SP66

HNK

IMLC

WTL ENTERPRISE CO. LTD.

12/22/2008

02/20/2009

35,089.20 USD

IC675290H

NW0202SP67

HNK

IMLC

MASTERSHIP INTERNATIONAL CO., LTD.

12/22/2008

02/15/2009

35,893.00 USD

IC675291H

NW0203DP470

HNK

IMLC

GOLDEN MATE INTERNATIONAL CORP.

12/22/2008

03/04/2009

260,602.80 USD

IC675292H

NW0204DP469

HNK

IMLC

PRESTIGE FOOTWEAR CO. LTD.

12/22/2008

03/04/2009

115,438.50 USD

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

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

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

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

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

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

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

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

Schedule 7.1(b)

SCHEDULE 7.1(b)
Subsidiaries and Capitalization

State/Country

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

Exportex de Mexico, S.A. de C.V.

Mexico

Common

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

Jones Apparel Group USA, Inc.

Delaware

Common

1,000

100

Jones Canada, Inc.

Canada

Common

Unlimited

100

Jones Distribution Corporation

Delaware

Common

200

Jones Holding Inc.

Delaware

Common

1,000

100

Jones International Limited

Hong Kong

Common

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

Preferred B

100,000

Jones Management Service Company

Delaware

Common

1,000

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


				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

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..

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.

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:

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.

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:

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.

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:

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

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

Assigned Interest (from Section 1) of:

(a)

Revolving Credit Loans

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))

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


The Governor and Company of the Bank of Ireland as Lender
By:	/s/ Elaine Crowley
	Name:	Elaine Crowley
	Title:	Senior Manager


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



By:	/s/ Peter O’Connor
	Name:	Peter O’Connor
	Title:	Deputy Manager


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


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


		Wachovia Bank, N.A. Outstanding Summary Report For Applicant: NINE WEST		Page: 2 Date: 12/26/2008


Report Date 12/29/2008 08:41:04 (EST)		OUTSTANDING IMPORT LETTERS OF CREDIT		53 of 54


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Customer ID	949148	712
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Report Date 12/29/2008 08:41:04 (EST)		OUTSTANDING IMPORT LEITERS OF CREDIT		54 of 54


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

	(b)		If payable to Assignee, to the account of Assignee to:

			ABA No.: Account Name: Account No.: Attn: Ref: