0000874016-01-500015 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 17th, 2001 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

WHEREAS, Executive has been serving as a senior executive of the Company pursuant to an employment agreement dated as of July 1, 2000 between the Company and the Executive (the "Prior Agreement"), and

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FOURTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of June 12, 2001, by and among JONES APPAREL GROUP USA, INC., the Additional Obligors referred to herein, the Lenders referred to herein, J.P. MORGAN SECURITIES INC., and SALOMON SMITH...
364-Day Credit Agreement • August 17th, 2001 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

FOURTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT, dated as of the 12th day of June, 2001, by and among JONES APPAREL GROUP USA, INC., a Pennsylvania corporation, the Additional Obligors (as defined below), the Lenders who are or may become a party to this Agreement, J.P. MORGAN SECURITIES INC., and SALOMON SMITH BARNEY INC., as Co-Lead Arrangers and Joint Bookrunners, FIRST UNION NATIONAL BANK, as Administrative Agent for the Lenders, and THE CHASE MANHATTAN BANK and CITIBANK, N.A., as Syndication Agents, and FLEET NATIONAL BANK and BANK OF AMERICA, N.A., as Documentation Agents.

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • August 17th, 2001 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

FOURTH SUPPLEMENTAL INDENTURE dated as of June 19, 2001, by and among McNaughton Apparel Group Inc., a Delaware corporation (the "Company"), Norton McNaughton of Squire, Inc., a New York corporation, Miss Erika, Inc., a Delaware corporation, McNaughton Apparel Holdings Inc., a South Carolina corporation, and Jeri-Jo Knitwear, Inc., a Delaware corporation (collectively, the "Guarantors"), MCN Acquisition Corp., a Delaware corporation ("New Company"), and United States Trust Company of New York, a New York banking corporation, as trustee (the "Trustee").

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • August 17th, 2001 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

THIRD SUPPLEMENTAL INDENTURE dated as of June 5, 2001, by and among McNaughton Apparel Group Inc., a Delaware corporation (the "Company"), Norton McNaughton of Squire, Inc., a New York corporation, Miss Erika, Inc., a Delaware corporation, McNaughton Apparel Holdings Inc., a South Carolina corporation, and Jeri-Jo Knitwear, Inc., a Delaware corporation (collectively, the "Guarantors"), and United States Trust Company of New York, a New York banking corporation, as trustee (the "Trustee").

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