ESCADA AG. as Issuer, ESCADA (USA) INC. ESCADA (U.K.) LTD. ESCADA (ASIA) LTD. PRIMERA HOLDING GMBH PRIMERA AG APRIORI TEXTILVERTRIEBS GMBH

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5 EXECUTION COPY ESCADA AG as Issuer, ESCADA (USA) INC. ESCADA (U.K.) LTD. ESCADA (ASIA) LTD. PRIMERA HOLDING GMBH PRIMERA AG APRIORI TEXTILVERTRIEBS GMBH CAVITA FASHION GMBH PRIMERA RETAIL GMBH LAURÈL GMBH PRIMERA (FAR EAST) LIMITED as Subsidiary Guarantors THE BANK OF NEW YORK as Trustee, Registrar, Transfer Agent and Principal Paying Agent and AIB/BNY FUND MANAGEMENT (IRELAND) LIMITED as Irish Paying Agent INDENTURE Dated as of March 23, % Senior Notes due 2012 LONDON v4 [ _4.DOC]

6 TABLE OF CONTENTS ARTICLE I ARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCE Page SECTION 1.1 Definitions...1 SECTION 1.2 Rules of Construction...30 ARTICLE II THE NOTES SECTION 2.1 Form and Dating...30 SECTION 2.2 Execution and Authentication...32 SECTION 2.3 Registrar and Paying Agent...32 SECTION 2.4 Paying Agent To Hold Assets in Trust...34 SECTION 2.5 List of Holders of the Notes...34 SECTION 2.6 Book-Entry Provisions for Global Notes...34 SECTION 2.7 Registration of Transfer and Exchange...35 SECTION 2.8 Replacement Notes...40 SECTION 2.9 Outstanding Notes...41 SECTION 2.10 Treasury Notes...41 SECTION 2.11 Temporary Notes...41 SECTION 2.12 Cancellation...41 SECTION 2.13 Defaulted Interest...42 SECTION 2.14 ISIN and Common Code...42 SECTION 2.15 Deposit of Moneys...42 SECTION 2.16 Certain Matters Relating to Global Notes...43 ARTICLE III REDEMPTION SECTION 3.1 Optional Redemption...43 SECTION 3.2 Notices to Trustee...43 SECTION 3.3 Selection of Notes to Be Redeemed...43 SECTION 3.4 Notice of Redemption...44 SECTION 3.5 Effect of Notice of Redemption...45 SECTION 3.6 Deposit of Redemption Price...45 SECTION 3.7 Notes Redeemed in Part...46 ARTICLE IV COVENANTS SECTION 4.1 Payment of Notes...46 SECTION 4.2 Maintenance of Office or Agency...46 SECTION 4.3 Limitation on Indebtedness...46 SECTION 4.4 Limitation on Restricted Payments...50 SECTION 4.5 Limitation on Liens...55 SECTION 4.6 Limitation on Restrictions on Distributions from Restricted Subsidiaries...55 SECTION 4.7 Limitation on Sales of Assets and Subsidiary Stock SECTION 4.8 Limitation on Affiliate Transactions...60 SECTION 4.9 Limitation of Sale of Capital Stock of Restricted Subsidiaries...62 SECTION 4.10 Reports LONDON v4 [ _4.DOC]

7 SECTION 4.11 Merger and Consolidation...64 SECTION 4.12 Limitation on Lines of Business...65 SECTION 4.13 Change of Control...65 SECTION 4.14 Future Subsidiary Guarantors SECTION 4.15 Additional Amounts...70 SECTION 4.16 Corporate Existence...70 SECTION 4.17 Compliance with Laws...71 SECTION 4.18 Waiver of Stay; Extension or Usury Laws...71 SECTION 4.19 Compliance Certificate; Notice of Default...71 SECTION 4.20 Limitation on Layering...71 SECTION 4.21 Limitation on Sale and Leaseback Transactions...72 SECTION 4.22 Payments for Consent...72 SECTION 4.23 Suspension of Covenants on Achievement of Investment Grade Status...72 SECTION 4.24 Listing...72 SECTION 4.25 Further Instruments and Acts...73 ARTICLE V SUCCESSOR CORPORATION SECTION 5.1 Successor Corporation...73 ARTICLE VI DEFAULT AND REMEDIES SECTION 6.1 Events of Default...73 SECTION 6.2 Acceleration SECTION 6.3 Other Remedies...75 SECTION 6.4 The Trustee May Enforce Claims Without Possession of Notes...75 SECTION 6.5 Rights and Remedies Cumulative...75 SECTION 6.6 Delay or Omission Not Waiver...76 SECTION 6.7 Waiver of Past Defaults...76 SECTION 6.8 Control by Majority...76 SECTION 6.9 Limitation on Suits...76 SECTION 6.10 Rights of Holders of the Notes to Receive Payment...77 SECTION 6.11 Collection Suit by Trustee...77 SECTION 6.12 Trustee May File Proofs of Claim...77 SECTION 6.13 Priorities...78 SECTION 6.14 Restoration of Rights and Remedies...78 SECTION 6.15 Undertaking for Costs...79 SECTION 6.16 Notices of Default...79 ARTICLE VII TRUSTEE SECTION 7.1 Duties of Trustee...79 SECTION 7.2 Rights of Trustee...80 SECTION 7.3 Individual Rights of Trustee...82 SECTION 7.4 Trustee s Disclaimer...82 SECTION 7.5 Notice of Default...82 SECTION 7.6 Compensation and Indemnity...83 SECTION 7.7 Replacement of Trustee...84 SECTION 7.8 Successor Trustee by Merger, etc...85 LONDON v4 [ _4.DOC]

8 ARTICLE VIII DEFEASANCE; SATISFACTION AND DISCHARGE OF INDENTURE SECTION 8.1 Option to Effect Legal Defeasance or Covenant Defeasance...86 SECTION 8.2 Legal Defeasance and Discharge...86 SECTION 8.3 Covenant Defeasance...86 SECTION 8.4 Conditions to Legal or Covenant Defeasance...87 SECTION 8.5 Satisfaction and Discharge of Indenture...88 SECTION 8.6 Survival of Certain Obligations...88 SECTION 8.7 Acknowledgment of Discharge by Trustee...88 SECTION 8.8 Application of Trust Moneys...89 SECTION 8.9 Repayment to the Issuer; Unclaimed Money...89 SECTION 8.10 Reinstatement...89 ARTICLE IX AMENDMENTS, SUPPLEMENTS AND WAIVERS SECTION 9.1 Without Consent of Holders...90 SECTION 9.2 With Consent of Holders...91 SECTION 9.3 Revocation and Effect of Consents...92 SECTION 9.4 Notation on or Exchange of Notes...93 SECTION 9.5 Trustee to Sign Amendments, etc...93 ARTICLE X SUBSIDIARY GUARANTEES SECTION 10.1 Subsidiary Guarantees...93 SECTION 10.2 Limitation on Liability...95 SECTION 10.3 No Subrogation...95 SECTION 10.4 Release ARTICLE XI MISCELLANEOUS SECTION 11.1 Notices SECTION 11.2 Certificate and Opinion as to Conditions Precedent...98 SECTION 11.3 Statements Required in Certificate or Opinion...99 SECTION 11.4 Legal Holidays...99 SECTION 11.5 Governing Law...99 SECTION 11.6 Submission to Jurisdiction; Appointment of Agent for Service...99 SECTION 11.7 No Adverse Interpretation of Other Agreements SECTION 11.8 No Personal Liability of Directors, Officers, Employees, Incorporators or Stockholders SECTION 11.9 Currency Indemnity SECTION Currency Calculation SECTION Information SECTION Successors SECTION Counterpart Originals SECTION Severability SECTION Table of Contents, Headings, etc LONDON v4 [ _4.DOC]

9 EXHIBITS AND ANNEX Exhibit A Exhibit B - Exhibit C - Exhibit D - Annex A - - Form of Note Form of Transfer Certificate for Transfer from Rule 144A Global Note to Regulation S Global Note Form of Transfer Certificate for Transfer from Regulation S Global Note to Rule 144A Global Note Form of Supplemental Indenture Limitations on German Subsidiary Guarantors NOTE: This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture. LONDON v4 [ _4.DOC]

10 INDENTURE, dated as of March 23, 2005, among Escada AG, a German corporation (the Issuer ), Escada (USA) Inc., Escada (U.K.) Ltd., Escada (Asia) Ltd., Primera Holding GmbH, Primera AG, Apriori GmbH, Cavita Fashion GmbH, Primera Retail GmbH, Laurèl GmbH and Primera (Far East) Textilvertriebs (together with any entities that in the future become Subsidiary Guarantors pursuant to the terms hereof, the Subsidiary Guarantors ), The Bank of New York, as Trustee, Transfer Agent, Registrar and Principal Paying Agent, and AIB/BNY Fund Management (Ireland) Limited, as Irish Paying Agent. The Issuer has duly authorized the creation and issuance of its (i) 200,000, % Senior Notes due 2012 issued on the date hereof (the Original Notes ) and (ii) Additional Notes (as defined herein) that may be issued from time to time subsequent to the Issue Date (all such notes referred to in clauses (i) and (ii) being referred to as the Notes ); and, to provide therefore, the Issuer has duly authorized the execution and delivery of this Indenture. Except as otherwise provided herein, 200,000,000 aggregate principal amount of the Notes shall be initially issued on the date hereof. Each party hereto agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Notes: ARTICLE I ARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1 Definitions. For purposes of this Indenture, unless otherwise specifically indicated herein, the term consolidated with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. In addition, for purposes of the following definitions and this Indenture generally, all ratios and computations based on IFRS shall be made in accordance with IFRS and shall be based upon the consolidated financial statements of the Issuer and its subsidiaries prepared in conformity with IFRS. As used in this Indenture, the following terms shall have the following meanings: Acquired Indebtedness means Indebtedness: (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary; (2) assumed in connection with the acquisition of assets from such Person; or (3) of a Person at the time such Person merges with or into or consolidates with the Issuer or any Restricted Subsidiary, in each case not Incurred by such Person in connection with or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Issuer or such acquisition. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger or consolidation. LONDON v4 [ _4.DOC] -1-

11 Additional Amounts shall have the meaning set forth in Paragraph 2 of any Note. Additional Notes means additional principal amounts of 7.5% Senior Notes due 2012 issued under the terms of this Indenture after the Issue Date. Affiliate means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. 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 the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative of the foregoing. Affiliate Transaction means any transaction or series or related transactions, including without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service, with, or for the benefit of, any of the Issuer s Affiliates. Agent means the Principal Paying Agent, any Registrar, Paying Agent, Authenticating Agent or co-registrar. Agent Members shall have the meaning set forth in Section Applicable Premium means, with respect to a Note at any redemption date prior to April 1, 2009, the greater of (i) 1.00% of the principal amount of such Note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Note on April 1, 2009 (such redemption price (expressed in percentage of principal amounts) being described under (Paragraph 7 of any Note exclusive of any accrued and unpaid interest) plus (2) all required remaining scheduled interest payments due on such Note through April 1, 2009 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Bund Rate plus 50 basis points over (B) the principal amount of such Note on such redemption date. Asset Acquisition means: (1) an Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Issuer or any Restricted Subsidiary of the Issuer, or shall be merged with or into the Issuer or any Restricted Subsidiary of the Issuer; or (2) the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of the assets of any Person (other than a Restricted Subsidiary of the Issuer) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business. Asset Disposition means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value, or series of related sales, issuances, conveyances, transfers, leases, assignments or any other transfers, by the Issuer or any of its Restricted Subsidiaries, including any Sale and Leaseback Transaction and any disposition by means of a merger, LONDON v4 [ _4.DOC] -2-

12 consolidation or similar transaction (each referred to for purposes of this definition as a disposition ) of: (1) any Capital Stock of any Restricted Subsidiary of the Issuer (other than directors qualifying shares or shares required by law to be held by a person other than the Issuer or a Restricted Subsidiary); or (2) any other property or assets (other than cash or Cash Equivalents) of the Issuer or any Restricted Subsidiary of the Issuer other than in the ordinary course of business. Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions: (1) a disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary, provided that in the case of a disposition by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, the Issuer directly or indirectly owns an equal or greater percentage of the Capital Stock of the transferee than of the transferor; (2) the disposition of cash or Cash Equivalents in the ordinary course of business; (3) a disposition of inventory in the ordinary course of business; (4) a disposition of obsolete or worn out equipment or equipment that is disposed of by the Issuer and its Restricted Subsidiaries in the ordinary course of business; (5) transactions by the Issuer and its Restricted Subsidiaries permitted under Section 4.11 or a transaction that constitutes a Change of Control; (6) an issuance of Capital Stock by a Restricted Subsidiary of the Issuer to the Issuer or to a Wholly Owned Restricted Subsidiary of the Issuer; (7) any Restricted Payment that is permitted to be made, and is made, under the covenant described above under Section 4.4 or that constitutes a Permitted Investment; (8) dispositions by the Issuer and its Restricted Subsidiaries of assets in a single transaction or series of related transactions with an aggregate Fair Market Value of less than 2.5 million; (9) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien); (10) dispositions by the Issuer and its Restricted Subsidiaries of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (11) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property or the disposition or LONDON v4 [ _4.DOC] -3-

13 abandonment of intellectual property that is no longer economically practicable to maintain or that is no longer required for the business of the Issuer and its Restricted Subsidiaries; (12) foreclosure, condemnation or similar action with respect to any property or other assets; (13) the sale or disposition of any assets or property received as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries on any secured Investment or any other transfer of title with respect to any secured Investment in default; (14) the surrender or waiver of contract rights or the settlement, release, surrender of contract, tort or other claims of any kind; or (15) any sale of Capital Stock of an Unrestricted Subsidiary. Asset Disposition Offer shall have the meaning set forth in Section 4.7. Asset Disposition Offer Amount shall have the meaning set forth in Section 4.7. Asset Disposition Offer Period shall have the meaning set forth in Section 4.7. Asset Disposition Purchase Date shall have the meaning set forth in Section 4.7. Associate means (1) any Person engaged in a Permitted Business of which the Issuer and/or its Restricted Subsidiaries are the legal and beneficial owners of at least 25% of all outstanding Voting Stock or (2) any joint venture entered into by the Issuer or any Restricted Subsidiary. Attributable Indebtedness in respect of a sale and leaseback transaction means, at the time of determination, the present value of the Obligation of the lessee for net rental payments during the remaining term of the lease included in the sale and leaseback transaction including any period for which the lease has been extended. The present value shall be calculated using a discount rate equal to the rate of interest implicit in the transaction, determined in good faith by the Issuer in accordance with IFRS. Authenticating Agent shall have the meaning set forth in Section 2.2. Average Life means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (2) the sum of all such payments. Bankruptcy Law means (i) for the purposes of the Issuer and the German Subsidiary Guarantors, any bankruptcy, insolvency or other similar statute (including, without limitation, the German Insolvency Code (Insolvenzordnung) and any similar statute), regulation or provision of any jurisdiction in which the Issuer and the German Subsidiary Guarantors are organized or conducting business, (ii) for purposes of the other Subsidiary Guarantors, any bankruptcy, insolvency or other similar statute, regulation or provision of LONDON v4 [ _4.DOC] -4-

14 any jurisdiction in which such Subsidiary Guarantor is organized or conducting business and (iii) for purposes of the Trustee, Title 11, U.S. Code or any similar United States federal, state or foreign law for the relief of creditors. Board of Directors (i) as to any Person (other than the Issuer), the board of directors, management committee or similar governing body of such Person, (ii) as to the Issuer, means the Board of Directors of the Issuer or (iii) in either case, any committee of such Person duly authorized to act on behalf of such board. Board Resolution means, with respect to any Person, a copy of a resolution certified by the company secretary or an assistant company secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. Bund Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date, where: (1) Comparable German Bund Issue means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such redemption date to April 1, 2009 and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Notes and of a maturity most nearly equal to April 1, 2009; provided, however, that, if the period from such redemption dated to April 1, 2009 is not equal to the fixed maturity of the German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund Rate shall be determined by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of German Bundesanleihe securities for which such yields are given, except that if the period from such redemption date to April 1, 2009, is less than one year, a fixed maturity of one year shall be used; (2) Comparable German Bund Price means, with respect to any redemption date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Issuer obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations; (3) Reference German Bund Dealer means any dealer of German Bundesanleihe securities appointed by the Issuer in good faith; and (4) Reference German Bund Dealer Quotations means, with respect to each Reference German Bund Dealer and any redemption date, the average as determined by the Issuer in good faith of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference German Bund Dealer at 3.30 p.m. Frankfurt, Germany, time on the third Business Day preceding the redemption date. LONDON v4 [ _4.DOC] -5-

15 Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York, London, Frankfurt or Ireland are authorized or required by law to close. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. Capitalized Lease Obligations means, with respect to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under IFRS and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with IFRS. cash means any currency denominated in euro, pound sterling or U.S. dollars. Cash Equivalents means: (1) debt securities denominated in euro, pounds sterling or U.S. dollars, as applicable, to be issued or directly and fully guaranteed or insured by the government of a Participating Member State as of the Issue Date, the U.K. or the U.S., as applicable, where the debt securities have not more than twelve months to final maturity and are not convertible into any other form of security; (2) debt securities denominated in euro, pounds sterling or U.S. dollars which have not more than twelve months to final maturity, are not convertible into any other form of security, are rated at least P-1 by Moody s or A-1 by Standard & Poor s and are not issued or guaranteed by the Issuer or any of its Subsidiaries; (3) commercial paper denominated in euro, pounds sterling or U.S. dollars maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of P-1 from Moody s and A-1 from Standard & Poor s or, if no rating is available with respect to commercial paper, the issuer of which has, in respect of its long-term debt obligations, an equivalent rating; (4) any cash deposit, bank acceptances or certificates of deposit denominated in euro, pounds sterling or U.S. dollars having (with respect to certificates of deposit) not more than twelve months to maturity issued by or held with a bank or financial institution incorporated or having a branch in a Participating Member State (on the Issue Date) in the United Kingdom or the United States, provided that the bank is rated at least P-1 by Moody s or A-1 by Standard & Poor s; (5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1), (2), (3) and (4) above entered into with any bank or financial institution meeting the qualifications specified in clause (4) above; and (6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above. LONDON v4 [ _4.DOC] -6-

16 Change in Tax Law shall have the meaning set forth in Paragraph 8 of any Note. Change of Control means the occurrence of one or more of the following events: (1) (a) any person or group of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have beneficial ownership of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer (or its successor by merger, consolidation or purchase of all or substantially all of its assets); (2) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the property or assets of the Issuer and its Restricted Subsidiaries taken as a whole to any person or group of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than to one or more Permitted Holder(s); or (3) the adoption by the shareholders of the Issuer of a plan or proposal for the liquidation or dissolution of the Issuer. Change of Control Offer shall have the meaning set forth in Section Change of Control Payment shall have the meaning set forth in Section Change of Control Payment Date shall have the meaning set forth in Section Clearing Agency means one or more of Euroclear, Clearstream, or the successor of either of them, in each case acting directly, or through a custodian, nominee or depository, as registered Holder of the Global Notes. Clearstream means Clearstream Banking, société anonyme, or its nominee. Code means the United States Internal Revenue Code of 1986, as amended. Commission means the U.S. Securities and Exchange Commission. Common Depositary means the common depositary for Euroclear and Clearstream, or its nominee. Common Stock of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock. LONDON v4 [ _4.DOC] -7-

17 Consolidated EBITDA for any period means, without duplication, the Consolidated Net Income for such period, (x) plus the following to the extent deducted in calculating such Consolidated Net Income: (1) Consolidated Interest Expense; (2) Consolidated Income Taxes; (3) consolidated depreciation expense; (4) consolidated amortization expense or impairment charges recorded in accordance with IFRS; (5) restructuring and redundancy charges; (6) the amount of any minority interest expense; (7) fees, costs and expenses, or the non-cash amortization thereof, paid or payable in cash by the Issuer or any of its Subsidiaries in connection with the Transactions or in connection with any offering of Capital Stock by the Issuer; and (8) other non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation), (y) less any non-cash items increasing Consolidated Net Income for such period (excluding any items which represent the reversal of any accrual of, or reserve for, anticipated cash expenditures in any prior period). Notwithstanding the preceding sentence, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person and, to the extent these amounts are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to the Issuer by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary. Consolidated Fixed Charge Coverage Ratio means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the Four Quarter Period ) ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the Transaction Date ) to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, Consolidated EBITDA and Consolidated Fixed Charges shall be calculated after giving effect on a pro forma basis for the period of such calculation to: LONDON v4 [ _4.DOC] -8-

18 (1) the Incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any Incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the Incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and (2) any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation) as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) Incurring, assuming or otherwise being liable for Acquired Indebtedness and also including giving pro forma effect to any Consolidated EBITDA attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the Incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the Incurrence of such Guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly Incurred or otherwise assumed such Guaranteed Indebtedness. Furthermore, in calculating Consolidated Fixed Charges for purposes of determining the denominator (but not the numerator) of this Consolidated Fixed Charge Coverage Ratio: (1) interest on outstanding Indebtedness determined on a fluctuating or floating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (2) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating or floating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements; and (3) if interest on any Indebtedness actually Incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on such date of determination will be deemed to have been in effect during the Four Quarter Period. For the purposes of this definition, whenever pro forma effect is to be given to any Asset Acquisition, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection LONDON v4 [ _4.DOC] -9-

19 therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Issuer. In addition, any such pro forma calculation may include adjustments to reflect operating expense reductions from any acquisition or merger, which are considered in the good faith judgment of the Issuer as probable to be realized, as set out in an officers certificate. If any Indebtedness is Incurred pursuant to a revolving credit facility, the amount outstanding on the date of such calculations will be computed based on (i) the average daily balance of such Indebtedness during such Four Quarter Period or (ii) if such facility was created after the end of such Four Quarter Period, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of calculation. Consolidated Fixed Charges means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated Interest Expense; plus (2) the product of: (A) (B) the amount of all dividend payments on any series of Preferred Stock of such Person and, to the extent permitted under this Indenture, its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock and other than dividends paid by a Restricted Subsidiary of such Person to such Person or to a Restricted Subsidiary of such Person) paid, accrued or scheduled to be paid or accrued during such period; and a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated income tax rate of such Person, expressed as a decimal (as estimated in good faith by the principal financial officer of the Issuer). Consolidated Income Taxes means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any relevant governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and the Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority. Consolidated Interest Expense means, for any period, the interest expense of the Issuer and the Restricted Subsidiaries on a consolidated basis to the extent deducted in calculating Consolidated Net Income, net of any Interest Income of the Issuer and its Restricted Subsidiaries, plus, to the extent not included in such interest expense: (1) interest expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with IFRS and the interest component of any deferred payment obligations; LONDON v4 [ _4.DOC] -10-

20 (2) amortization of debt discount and debt issuance cost; (3) non-cash interest expense (but excluding capitalized interest in relation to Subordinated Shareholder Funding); (4) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing; (5) interest actually paid by the Issuer or any such Restricted Subsidiary under any Guarantee of Indebtedness or other obligation of any other Person; (6) net costs associated with Hedging Obligations (including amortization of fees); (7) the consolidated interest expense of the Issuer and the Restricted Subsidiaries that was capitalized during such period (but excluding capitalized interest in relation to Subordinated Shareholder Funding); (8) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Capital Stock of the Issuer or on Preferred Stock of the Restricted Subsidiaries payable to a party other than the Issuer or a Wholly Owned Subsidiary; and (9) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Issuer or a Restricted Subsidiary) in connection with Indebtedness Incurred by such plan or trust. Consolidated Net Income means, for any period, the net income (loss) of the Issuer and the Restricted Subsidiaries on a consolidated basis determined in accordance with IFRS; provided, however, that there will not be included in such Consolidated Net Income: (1) any net income (loss) of any Person (other than the Issuer) if such Person is not a Restricted Subsidiary, except that: (A) (B) subject to the limitations contained in clauses (4) through (7) below, the Issuer s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash capable of being distributed by such Person during such period to the Issuer or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (3) below); and if the Issuer consolidates such Person at equity, then to the extent of any Investment in such person by the Issuer or a Restricted Subsidiary, the Issuer s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Issuer or a Restricted Subsidiary; LONDON v4 [ _4.DOC] -11-

21 (2) any net income (loss) of any Person acquired by the Issuer or a Subsidiary of the Issuer in a pooling of interests transaction for any period prior to the date of such acquisition; (3) any net income of any Restricted Subsidiary if such Subsidiary is subject to contractual restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Issuer, except that: (A) (B) subject to the limitations contained in clause (4) through (7) below, the Issuer s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Issuer or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and the Issuer s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income; (4) any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of the Issuer or its consolidated Restricted Subsidiaries or any other Person (including pursuant to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person; (5) any impairment loss of the Issuer or its Restricted Subsidiaries related to goodwill or other intangible assets; (6) any extraordinary gain or loss; (7) any charge with respect to non-cash deferred taxes reflected in the net income or loss of the Issuer and its Restricted Subsidiaries for the relevant period; and (8) the cumulative effect of a change in accounting principles. Covenant Defeasance has the meaning set forth in Section 8.3. Credit Facilities means (i) the Senior Credit Facilities and (ii) one or more debt facilities providing for revolving credit loans, term loans, letters of credit and/or bank guarantees, and/or commercial paper facilities and any securities (including notes, debentures, bonds or other similar instruments) incurred to refinance such facilities and/or securities, in each case, as amended, restated, modified, renewed, replaced, refinanced or refunded, including through any increase in the commitments or amounts borrowed thereunder, in whole or in part, from time to time; provided that such debt facilities or commercial paper facilities may not provide for or consist of the borrowing or issuance of Public Indebtedness; and provided, further, that no such amendment, restatement, modification, renewal, refund, replacement or refinancing may consist of or provide for the borrowing or issuance of Public Indebtedness. LONDON v4 [ _4.DOC] -12-

22 Currency Agreement means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary of the Issuer against fluctuations in currency values. Custodian means any receiver, trustee, assignee, liquidator, examiner, administrator, sequestration or similar official under any Bankruptcy Law. Default means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default. Default Interest Payment Date shall have the meaning set forth in Section Definitive Notes means Notes in definitive registered form issued hereunder. Disqualified Capital Stock means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event: (1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Capital Stock) pursuant to a sinking fund obligation or otherwise; (2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Capital Stock; or (3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part, in each case on or prior to the first anniversary of the Stated Maturity of the Notes; provided, however, that (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the Holder thereof prior to such date will be deemed to be Disqualified Capital Stock and (ii) any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an asset sale or a change of control occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Capital Stock if: (x) the asset sale or change of control provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes; and (y) any such requirement only becomes operative after compliance with such comparable provisions applicable to the Notes, including the purchase of any Note tendered pursuant thereto. The amount of any Disqualified Capital Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Capital Stock as if the Disqualified Capital Stock were redeemed, repaid or repurchased on the relevant date on which the amount of such Disqualified Capital is to be determined pursuant to this Indenture; provided, however, that if such Disqualified Capital Stock could not be required to be redeemed, repaid or repurchased at the time of such LONDON v4 [ _4.DOC] -13-

23 determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Capital Stock as reflected in the most recent financial statements of such Person. Equity Offering means any public or private sale of Qualified Capital Stock of the Issuer (or any direct or indirect parent holding company of the Issuer) other than any such sale that constitutes an Excluded Contribution (but in the case of any such sale by any such parent company of the Issuer, only to the extent the net cash proceeds thereof are contributed to the equity (other than through the issuance of Disqualified Capital Stock) of the Issuer). Escada Japan shall have the meaning set forth in Section Escada Japan Priority Indebtedness shall have the meaning set forth in Section Escada Spain shall have the meaning set forth in Section Escada Spain Priority Indebtedness shall have the meaning set forth in Section Notes. EU Savings Tax Directive has the meaning ascribed thereto in Paragraph 2 of any Euroclear means Euroclear Bank S.A./N.V. European Government Obligations means any security that is (1) a direct obligation of Ireland, Belgium, the Netherlands, France, Germany or any other country that is a member of the European Monetary Union on the date of this Indenture, for the payment of which the fall faith and credit of such country is pledged or (2) an obligation of a person controlled or supervised by and acting as an agent or instrumentality of any such country the payment of which is unconditionally guaranteed as a full faith and credit obligation by such country, which, in each case under the preceding clause (1) or (2), is not callable or redeemable at the option of the Issuer thereof. Event of Default shall have the meaning set forth in Section 6.1. Excess Proceeds shall have the meaning set forth in Section 4.7. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. Excluded Contribution means the Net Cash Proceeds received by the Issuer from (i) capital contributions from its shareholders and (ii) the sale (other than a sale to (x) a Restricted Subsidiary of the Issuer or (y) any employee stock ownership plan or trust established by the Issuer or any of its Restricted Subsidiaries for the benefit of their employees to the extent funded by the Issuer or any of its Restricted Subsidiaries) of Qualified Capital Stock of the Issuer, in each case designated as Excluded Contributions pursuant to an Officers Certificate on the date such capital contributions are made or the date such Capital Stock is sold, as the case may be, that are excluded from the calculation set forth in Section 4.3(a). Existing Senior Credit Facilities means the credit facilities established under the senior credit facilities agreement dated August 20, 2003, as amended through the Issue Date, and made between the Issuer, as borrower, Deutsche Bank Luxembourg S.A., Bayerische Hypo- und Vereinsbank Aktiengesellschaft and the other financial and other institutions party LONDON v4 [ _4.DOC] -14-

24 thereto, as lenders, together with the related documents thereto, including, without limitation, any guarantee agreements and security documents. Fair Market Value means, with respect to any asset or property, the price (after taking into account any liabilities related to such properties) which could be negotiated in an arm s length, free, market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined by the Board of Directors of the Issuer acting reasonably and in good faith and, if such Fair Market Value is estimated in good faith by the Board of Directors of the Issuer to exceed 5.0 million, shall be evidenced by a Board Resolution of the Board of Directors of the Issuer; provided that such determination shall be based on an opinion or appraisal issued by an accounting, appraisal or investment banking firm of international standing if such Fair Market Value is estimated in good faith by the Board of Directors of the Issuer to exceed 15.0 million. German Subsidiary Guarantor shall mean each of Primera Holding GmbH, Primera AG, Apriori GmbH, Cavita GmbH, Primera Retail GmbH and Laurèl GmbH. Global Note shall mean one or more Regulation S Global Notes or Rule 144A Global Notes. Guarantee means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term Guarantee will not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) a contractual commitment by a Person to make an investment in another Person so long as such investment is reasonably expected to constitute a Permitted Investment under clause (1) or (2) of the definition of Permitted Investments. The term Guarantee used as a verb has a corresponding meaning. Guarantor Subordinated Obligation means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement. Hedging Obligations of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement. Holder or Note holder means the registered holder of any Note. LONDON v4 [ _4.DOC] -15-