SECOND SUPPLEMENTAL INDENTURE
8-3/8% Series B Senior Notes due 2005
SECOND SUPPLEMENTAL INDENTURE dated as of June 15,
1999, among JACK ASSET SUB INC., a Delaware corporation
("New Nine West"), JONES APPAREL GROUP, INC., a Pennsylvania
corporation ("Jones"), JONES APPAREL GROUP HOLDINGS, INC., a
Delaware corporation ("Jones Holdings"), JONES APPAREL GROUP
USA, INC., a Pennsylvania corporation ("Jones USA", and
collectively with Jones and Jones Holdings, the "Co-
Obligors"), and THE BANK OF NEW YORK, as trustee (the
"Trustee").
Whereas there has heretofore been executed and delivered to the
Trustee an Indenture dated as of July 9, 1997, and a Supplemental
Indenture dated as of September 15, 1998 (the "Original Indenture" and,
as it may be amended or supplemented from time to time by additional
indentures supplemental thereto entered into pursuant to the applicable
provisions thereof, the "Indenture"), providing for the issuance of New
Nine West's (as successor to Nine West Group Inc. ("Nine West")) 8 %
Series B Senior Notes due 2005 (the "Securities");
Whereas Section 901 of the Indenture provides that New Nine West
and the Trustee may enter into a supplemental indenture to the Indenture
without the written consent of the Holders of the Securities;
Whereas New Nine West desires to have certain provisions of the
Indenture supplemented, as set forth herein;
Whereas Jones has acquired Nine West through a merger of its wholly
owned subsidiary, Jill Acquisition Sub Inc. ("Jill"), with Nine West, and
concurrently transferred the assets of Nine West to Jones' wholly owned
subsidiary, New Nine West (collectively, the "Acquisition") ;
Whereas New Nine West is successor to Nine West following the
Acquisition and, pursuant to Section 803 of the Indenture, has become the
obligor of the Securities;
Whereas pursuant to Section 901 of the Indenture, the Co-Obligors
will assume, on a senior basis, the obligations of New Nine West under
the Securities and under the Indenture;
Whereas the release of the subsidiary guarantees under the 9%
Indenture, among Nine West, certain subsidiary guarantors identified
therein and the Trustee (the "9% Indenture") with respect to the 9%
Senior Subordinated Notes due 2007 is a condition precedent to the
release of the existing Subsidiary Guarantors as provided for herein and
such release is expected to occur on June 16, 1999, as contemplated by that
Second Supplemental Indenture between Nine West, New Nine West, Jill and the
Trustee (the "9% Second Supplemental Indenture");
Whereas pursuant to Section 1308 of the Indenture, the existing
Subsidiary Guarantors are to be released from their Guarantees under the
Indenture and the Securities; and
Whereas all things necessary to make this Second Supplemental
Indenture a valid agreement, in accordance with its terms, have been done
and all conditions required to be met to enter into a supplemental
indenture permitted by Section 901 have been satisfied.
Now, Therefore, this Second Supplemental Indenture witnesseth that,
for and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the
Securities, as follows:
1. Definitions. Capitalized terms used in this Second
Supplemental Indenture and not otherwise defined herein shall have the
respective meanings set forth in the Original Indenture.
2. New Nine West as Successor Obligor. As a result of the
Acquisition, New Nine West hereby agrees to be the obligor hereunder and
the obligor under the Indenture and any and all Securities that remain
outstanding and agrees to be bound by all applicable provisions of the
Securities and the Indenture, and Nine West is hereby released in full
from all of its obligations hereunder and under the Indenture and the
Securities.
3. Assumption by Co-Obligors. Each of the Co-Obligors hereby
fully and unconditionally assumes, as a co-obligor, New Nine West's
obligations under the Securities and the Indenture and agrees to be bound
by all applicable provisions of the Securities and the Indenture. Each
of New Nine West and the Co-Obligors agree that their obligations under
the Securities and the Indenture shall be joint and several. Without in
any way affecting the foregoing agreement, the parties hereto acknowledge
that it is expected that all payments in respect of the Securities will
be made by New Nine West.
4. Subsidiary Guarantee Release. All the existing Subsidiary
Guarantees shall be deemed released in full, without any further action
by the parties hereto, concurrently with the release of the subsidiary
guarantees under the 9% Indenture.
5. Instruments To Be Read Together. This Second Supplemental
Indenture is an indenture supplemental to and in implementation of the
Original Indenture, and said Original Indenture and this Second
Supplemental Indenture shall henceforth be read together.
6. Confirmation. The Original Indenture as amended and
supplemented by this Second Supplemental Indenture is in all respects
confirmed and preserved.
7. Headings of Sections. The headings of the Sections of this
Second Supplemental Indenture have been inserted for convenience of
reference only, and are not to be considered a part hereof and shall in
no way modify or restrict any of the terms and provisions hereof.
8. Governing Law. The laws of the State of New York shall govern
this Second Supplemental Indenture.
9. Counterparts. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
10. Effectiveness; Termination. The provisions of this Second
Supplemental Indenture will take effect immediately upon the consummation
of the Acquisition.
11. Acceptance by Trustee. The Trustee accepts the supplements to
the Original Indenture effected by this Second Supplemental Indenture and
agrees to execute the trusts created by the Indenture as hereby amended,
but only upon the terms and conditions set forth in the Indenture.
12. Responsibility of Trustee. The recitals contained herein shall
be taken as the statements of New Nine West, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Second
Supplemental Indenture.
In Witness Whereof, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date first
written above.
JACK ASSET SUB INC. (to be renamed
Nine West Group Inc.),
Attest:_________________ By:____________________
Name: Name:
Title: Title:
JONES APPAREL GROUP, INC.,
Attest:_________________ By:____________________
Name: Name:
Title: Title:
JONES APPAREL GROUP HOLDINGS, INC.,
Attest:_________________ By:____________________
Name: Name:
Title: Title:
JONES APPAREL GROUP USA, INC.,
Attest:_________________ By:____________________
Name: Name:
Title: Title:
THE BANK OF NEW YORK, as Trustee,
Attest:_________________ By:____________________
Name: Name:
Title: Title: