0000874016-01-500006 Sample Contracts

JONES APPAREL GROUP, INC. JONES APPAREL GROUP USA, INC. JONES APPAREL GROUP HOLDINGS, INC. NINE WEST GROUP INC. Zero Coupon Convertible Senior Notes Due 2021 Registration Rights Agreement
Jones Apparel Group Inc • March 26th, 2001 • Women's, misses', and juniors outerwear • New York

Jones Apparel Group, Inc., a Pennsylvania corporation (the "Company"), Jones Apparel Group USA, Inc., a Pennsylvania corporation ("Jones Apparel Group USA"), Jones Apparel Group Holdings, Inc., a Delaware corporation ("Jones Apparel Group Holdings") and Nine West Group Inc., a Delaware corporation ("Nine West" and together with the Company, Jones Apparel Group USA and Jones Apparel Group Holdings, the "Issuers"), as joint and several obligors, propose to issue and sell to the several purchasers (the "Initial Purchasers"), $700,561,000 principal amount at maturity of its Zero Coupon Convertible Senior Notes Due 2021 (the "Firm Notes"), upon the terms set forth in a purchase agreement, dated January 25, 2001 (the "Purchase Agreement"), relating to the initial placement of the Firm Notes and the grant from the Issuers to the Initial Purchasers of an option to purchase up to $105,084,000 additional principal amount at maturity of such Notes to cover over-allotments, if any (together with t

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