0000950123-10-070185 Sample Contracts

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT
Five-Year Credit Agreement • July 30th, 2010 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

PRELIMINARY STATEMENT. The Borrower’s predecessor in interest Jones Apparel Group USA, Inc., a Pennsylvania corporation (“Old Jones USA”), the Borrower, the Additional Obligors, the lenders parties thereto and Wachovia Bank, National Association (as successor in interest to First Union National Bank), as administrative agent, were parties to an Amended and Restated Five-Year Credit Agreement dated as of June 15, 2004 (the “Existing Credit Agreement”). Old Jones USA merged into the Borrower as of January 1, 2007. The Borrower, the Additional Obligors, the parties hereto and Wachovia Bank, National Association, as Administrative Agent, desire to amend the Existing Credit Agreement as herein set forth and to restate it in its entirety giving effect to such amendment.

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AMENDMENT NO. 3 TO THE AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT
Five-Year Credit Agreement • July 30th, 2010 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

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.

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