EXHIBIT 10.1: CROSS DEFAULT & TERM EXTENSION AGREE



 


EXHIBIT 10.1


     CROSS-DEFAULT AND TERM EXTENSION AGREEMENT, dated this 11th day of May,
1998 by and between PRL USA, Inc. (“Polo”), The Polo/Lauren Company, L.P.
(“PLC”), Polo Ralph Lauren Corporation (“PRLC”), Jones Apparel Group, Inc.
(“Jones”) and Jones Investment Co., Inc. (“Jones Canada”).


     WHEREAS, certain of the parties hereto are parties to the following
agreements:


     a.     A License Agreement (the “Lauren License”) between Polo and Jones
dated as of October 18, 1995 with respect to products bearing the “Lauren”
trademark (“Lauren Products”);


     b.     A Design Services Agreement (the “Lauren Design Agreement”) between
PRLC and Jones dated as of October 18, 1995 with respect to Lauren Products;


     c.     A License Agreement (the “Lauren Canada License”) between PLC and
Jones Canada dated as of May 1, 1996 with respect to Lauren Products;


     d.     A Design Services Agreement (the “Lauren Canada Design Agreement”)
between PRLC and Jones Canada dated as of May 1, 1996 with respect to Lauren
Products;


     e.     A License Agreement (the “Ralph License”) between Polo and Jones dated
as of May     , 1998 with respect to products bearing the “Ralph/Ralph Lauren”
trademark (“Ralph Products”);


     f.     A Design Services Agreement between PRLC and Jones with respect to
Ralph Products.


     g.     A License Agreement (the “Ralph Canada License”) between PLC and Jones
Canada dated as of May     , 1998 with respect to Ralph Products; and


     h.     A Design Services Agreement between PRLC and Jones Canada dated as of
May     , 1998 with respect to Ralph Products.


     NOW, THEREFORE, in consideration of the foregoing and of the the mutual
covenants contained herein, the parties hereto hereby agree as follows:


     1.     In the event the term of the Lauren License is renewed in the manner
set forth in paragraph 8 thereof, the “Renewal Term” (as defined therein) shall
expire on December 31, 2006 instead of December 31, 2004, and the term of the
Lauren Design Agreement shall be similarly extended in accordance with its
terms.


     2.     In the event the term of the Lauren Canada License is renewed in the
manner set forth in paragraph 8 thereof, the “Renewal Term” (as defined
therein) shall expire on December 31, 2006 instead of December 31, 2004, and
the term of the Lauren Canada


 






 



 Design Agreement shall be similarly extended in accordance with its terms.


     3.     Any Event of Default under any of the above-referenced agreements
shall constitute an Event of Default under all of the above-referenced
agreements, and, except as may otherwise be agreed upon in a writing signed by
the relevant parties, the termination or expiration of any of the
above-referenced agreements shall result in the simultaneous termination or
expiration of all of the above-referenced agreements.


     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed as of the                      day of May, 1998.



	 	 	 	 	 	 	 
	PRL USA, INC.	 	THE POLO/LAUREN COMPANY, L.P.
	 	 	 	 	By: PRL International, INC.
	 	 	 	 	 	 	 
	By:	 	/s/ PRL USA, INC.	 	By:	 	/s/ PRL INTERNATIONAL, INC.
	 	 	


	 	 	 	

	 	 	 	 	 	 	 
	POLO RALPH LAUREN CORPORATION	 	JONES APPAREL GROUP, INC.
	 	 	 	 	 	 	 
	By:	 	/s/ POLO RALPH LAUREN CORPORATION	 	By:	 	/s/ JONES APPAREL
GROUP, INC.
	 	 	


	 	 	 	

	 	 	 	 	 	 	 
	JONES INVESTMENT CO., INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/ JONES INVESTMENT
CO., INC.