exv10w1





Exhibit 10.1



EXECUTION VERSION




 
 










CREDIT AGREEMENT




dated as of



March 10, 2011



among



POLO RALPH LAUREN CORPORATION, ACQUI POLO C.V., POLO RALPH LAUREN

KABUSHIKI KAISHA and POLO RALPH LAUREN ASIA PACIFIC LIMITED,

as Borrowers,



The Lenders Party Hereto



and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



BANK OF AMERICA, N.A., WELLS FARGO BANK, N.A., HSBC BANK USA, N.A. and

DEUTSCHE BANK AG NEW YORK BRANCH,

as Syndication Agents



J.P. MORGAN SECURITIES LLC,

as Sole Bookrunner and Sole Lead Arranger



. 
 







 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	Section 1.01 Defined Terms
	 	 	1	 
	Section 1.02 Classification of Loans and Borrowings
	 	 	24	 
	Section 1.03 Terms Generally
	 	 	24	 
	Section 1.04 Accounting Terms; GAAP
	 	 	24	 
	Section 1.05 Exchange Rates
	 	 	25	 
	 
	 	 	 	 
	ARTICLE II THE CREDITS
	 	 	25	 
	Section 2.01 Commitments
	 	 	25	 
	Section 2.02 Loans and Borrowings
	 	 	27	 
	Section 2.03 Requests for Borrowings
	 	 	27	 
	Section 2.04 Letters of Credit
	 	 	28	 
	Section 2.05 Funding of Borrowings
	 	 	35	 
	Section 2.06 Interest Elections
	 	 	36	 
	Section 2.07 Termination and Reduction of Commitments
	 	 	37	 
	Section 2.08 Repayment of Loans; Evidence of Debt
	 	 	38	 
	Section 2.09 Prepayment of Loans
	 	 	38	 
	Section 2.10 Fees
	 	 	39	 
	Section 2.11 Interest; Eurocurrency Tranches
	 	 	40	 
	Section 2.12 Alternate Rate of Interest
	 	 	41	 
	Section 2.13 Increased Costs
	 	 	41	 
	Section 2.14 Break Funding Payments
	 	 	43	 
	Section 2.15 Taxes
	 	 	44	 
	Section 2.16 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	46	 
	Section 2.17 Mitigation Obligations; Replacement of Lenders
	 	 	48	 
	Section 2.18 Change in Law
	 	 	49	 
	Section 2.19 Defaulting Lenders
	 	 	49	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	51	 
	Section 3.01 Organization; Powers
	 	 	51	 
	Section 3.02 Authorization; Enforceability
	 	 	51	 
	Section 3.03 Governmental Approvals; No Conflicts
	 	 	51	 
	Section 3.04 Financial Condition; No Material Adverse Change
	 	 	51	 
	Section 3.05 Properties
	 	 	52	 
	Section 3.06 Litigation and Environmental Matters
	 	 	52	 
	Section 3.07 Compliance with Laws and Agreements
	 	 	53	 
	Section 3.08 Investment Company Status
	 	 	53	 
	Section 3.09 Taxes
	 	 	53	 
	Section 3.10 ERISA
	 	 	53	 
	Section 3.11 Disclosure
	 	 	53	 
	Section 3.12 Subsidiary Guarantors
	 	 	54	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS
	 	 	54	 
	Section 4.01 Effective Date
	 	 	54	 
	Section 4.02 Each Credit Event
	 	 	55	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page	 
	Section 4.03 Additional Condition to Initial Borrowing by Subsidiary Borrowers
	 	 	56	 
	 
	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	56	 
	Section 5.01 Financial Statements; Ratings Change and Other Information
	 	 	56	 
	Section 5.02 Notices of Material Events
	 	 	57	 
	Section 5.03 Existence; Conduct of Business
	 	 	58	 
	Section 5.04 Payment of Obligations
	 	 	58	 
	Section 5.05 Maintenance of Properties; Insurance
	 	 	58	 
	Section 5.06 Books and Records; Inspection Rights
	 	 	59	 
	Section 5.07 Compliance with Laws
	 	 	59	 
	Section 5.08 Use of Proceeds and Letters of Credit
	 	 	59	 
	Section 5.09 Guarantee Agreement Supplement
	 	 	59	 
	 
	 	 	 	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	60	 
	Section 6.01 Indebtedness
	 	 	60	 
	Section 6.02 Liens
	 	 	61	 
	Section 6.03 Sale of Assets
	 	 	62	 
	Section 6.04 Fundamental Changes
	 	 	62	 
	Section 6.05 Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	62	 
	Section 6.06 Transactions with Affiliates
	 	 	63	 
	Section 6.07 Consolidated Leverage Ratio
	 	 	64	 
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT
	 	 	64	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT
	 	 	67	 
	ARTICLE IX GUARANTEE
	 	 	69	 
	Section 9.01 Guarantee
	 	 	69	 
	Section 9.02 No Subrogation
	 	 	70	 
	Section 9.03 Amendments, etc. with respect to the Subsidiary Obligations
	 	 	70	 
	Section 9.04 Guarantee Absolute and Unconditional
	 	 	70	 
	Section 9.05 Reinstatement
	 	 	71	 
	Section 9.06 Payments
	 	 	71	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	72	 
	Section 10.01 Notices
	 	 	72	 
	Section 10.02 Waivers; Amendments
	 	 	73	 
	Section 10.03 Expenses; Indemnity; Damage Waiver
	 	 	73	 
	Section 10.04 Successors and Assigns
	 	 	75	 
	Section 10.05 Survival
	 	 	78	 
	Section 10.06 Counterparts; Integration; Effectiveness
	 	 	78	 
	Section 10.07 Severability
	 	 	79	 
	Section 10.08 Right of Setoff
	 	 	79	 
	Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process
	 	 	79	 
	Section 10.10 WAIVER OF JURY TRIAL
	 	 	80	 
	Section 10.11 Headings
	 	 	80	 






ii









 




TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page	 
	Section 10.12 Confidentiality
	 	 	80	 
	Section 10.13 Satisfaction in Applicable Currency
	 	 	81	 
	Section 10.14 Waivers and Agreements Under Existing Credit Agreement
	 	 	81	 
	Section 10.15 No Fiduciary Duty
	 	 	82	 
	Section 10.16 USA Patriot Act
	 	 	82	 






iii









 






     CREDIT AGREEMENT, dated as of March 10, 2011, among POLO RALPH LAUREN CORPORATION, ACQUI POLO
C.V., POLO RALPH LAUREN KABUSHIKI KAISHA, POLO RALPH LAUREN ASIA PACIFIC LIMITED, the LENDERS party
hereto, BANK OF AMERICA, N.A., WELLS FARGO BANK, N.A., HSBC BANK USA, N.A. and DEUTSCHE BANK AG NEW
YORK BRANCH, as Syndication Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.



     The parties hereto agree as follows:



ARTICLE I




DEFINITIONS



          Section 1.01 Defined Terms.




          As used in this Agreement, the following terms have the meanings specified below:




          “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Alternate Base Rate. Only Loans denominated in dollars may be ABR Loans.




          “Adjusted Debt” means, for any date, all Indebtedness of the Parent Borrower and its
Subsidiaries (computed on a consolidated basis) outstanding on such date plus 800% of Consolidated
Lease Expense for the period of four consecutive Fiscal Quarters ended on such date.




          “Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of
1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve
Rate.




          “Administrative Agent” means JPMorgan in its capacity as administrative agent for the
Lenders hereunder, together with any non-U.S. Affiliate of JPMorgan, to the extent that JPMorgan
determines that it is necessary or appropriate to use such non-U.S. Affiliate in acting as
administrative agent hereunder. Any obligations owed by any Borrower to the Administrative Agent
hereunder shall be owed solely to JPMorgan, and not to any Affiliate of JPMorgan, unless such
Borrower otherwise agrees in writing.




          “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.




          “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.




          “Agreement Currency” has the meaning assigned to such term in Section 10.13(b).







1









 








          “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1% and (c) the LIBO Rate that would be calculated as of such day (or if such day is
not a Business Day, the immediately preceding Business Day) in respect of a proposed Eurocurrency
Loan with a one-month Interest Period plus 1%. Any change in the Alternate Base Rate due to a
change in the Prime Rate, the Federal Funds Effective Rate or such LIBO Rate shall be effective
from and including the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or such LIBO Rate, respectively.




          “Alternative Currency” means (a) Euros, Hong Kong Dollars and Yen and (b) any other
currency (other than dollars) that is freely available, freely transferable and freely convertible
into dollars and in which dealings in deposits are carried on in the London interbank market,
provided that such currency is reasonably acceptable to the Administrative Agent, the
Lenders and, in the case of an Alternative Currency Letter of Credit, the applicable Issuing Bank.




          “Alternative Currency LC Exposure” means, at any time, the sum of (a) the Dollar
Equivalent, calculated in accordance with Section 1.05, of the aggregate undrawn and unexpired
amount of all outstanding Alternative Currency Letters of Credit at such time plus (b) the Dollar
Equivalent, calculated in each case using the Exchange Rate at the time the applicable LC
Disbursement is made, of the aggregate principal amount of all LC Disbursements in respect of
Alternative Currency Letters of Credit that have not yet been reimbursed at such time.




          “Alternative Currency Letter of Credit” means a Letter of Credit denominated in an
Alternative Currency.




          “Applicable Percentage” means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender’s Commitment; provided that for purposes of Section
2.19 “Applicable Percentage” shall mean the percentage of the total Commitment (disregarding any
Defaulting Lender’s Commitment) represented by each Lender’s Commitment. If the Commitments have
terminated or expired, “Applicable Percentage” shall mean, with respect to any Lender, the
percentage of the aggregate principal amount of the Revolving Credit Exposure represented by the
aggregate outstanding principal amount of such Lender’s Revolving Credit Exposure.




          “Applicable Rate” means, for any day, with respect to any Eurocurrency Loan, or with
respect to the commitment fees payable hereunder, or with respect to the Applicable Commercial
Letter of Credit Rate, as the case may be, the applicable rate per annum set forth below (expressed
in basis points) under the caption “Eurocurrency Spread” or “Commitment Fee Rate” or “Applicable
Commercial Letter of Credit Rate”, as the case may be, based upon the ratings by Moody’s and S&P,
respectively, applicable on such date to the Index Debt:







2









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Applicable
	 	 	 	 	 	 	 	 	 	 	 	 	Commercial
	 	 	 	 	Eurocurrency	 	Commitment	 	Letter of
	 	 	Index Debt Ratings	 	Spread	 	Fee Rate	 	Credit Rate
	Level I

	 	≥ A by S&P or
A2 by Moody’s
	 	 	87.5	 	 	 	12.5	 	 	 	43.75	 
	Level II

	 	A- by S&P or A3 by
Moody’s and not
Level I
	 	 	112.5	 	 	 	15.0	 	 	 	56.25	 
	Level III

	 	BBB+ by S&P or Baa1
by Moody’s and not
Level I or Level II
	 	 	137.5	 	 	 	20.0	 	 	 	68.75	 
	Level IV

	 	BBB by S&P or Baa2
by Moody’s and not
Level I, II or III
	 	 	162.5	 	 	 	25.0	 	 	 	81.25	 
	Level V

	 	≤ BBB- by S&P or
Baa3 by Moody’s
	 	 	187.5	 	 	 	30.0	 	 	 	93.75	 






          For purposes of the foregoing, (i) if both Moody’s and S&P shall not have in effect a rating
for the Index Debt (other than by reason of the circumstances referred to in the next-to-last
sentence of this definition), then such rating agency shall be deemed to have established a rating
for the Index Debt in Level V; (ii) if the ratings established or deemed to have been established
by Moody’s and S&P for the Index Debt shall fall within different Levels, the Applicable Rate shall
be based on the higher of the two ratings unless one of the two ratings is two or more Levels lower
than the other, in which case the Applicable Rate shall be determined by reference to the Level
next below that of the higher of the two ratings; and (iii) if the ratings established or deemed to
have been established by Moody’s and S&P for the Index Debt shall be changed (other than as a
result of a change in the rating system of Moody’s or S&P), such change shall be effective as of
the date on which it is first announced by the applicable rating agency, irrespective of when
notice of such change shall have been furnished by the Parent Borrower to the Agent and the Lenders
pursuant to Section 5.01 or otherwise. Each change in the Applicable Rate shall apply during the
period commencing on the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of Moody’s or S&P shall change,
or if both such rating agencies shall cease to be in the business of rating corporate debt
obligations, the Parent Borrower and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of ratings from such rating
agencies, and, pending the effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the rating most recently in effect prior to such change or cessation.
If either (but not both) of Moody’s and S&P shall cease to have in effect a rating (whether as a
result of such agency
ceasing to be in the business of rating corporate debt obligations or otherwise), the
Applicable Rate shall be determined by reference to the rating of the other rating agency.




          “Approved Fund” has the meaning assigned to such term in Section 10.04.




          “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by


3









 







Section 10.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by
the Administrative Agent.




          “Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the Commitments.




          “Available Commitment” means, as to any Lender at any date of determination, an amount
in dollars equal to the excess, if any, of (a) the amount of such Lender’s Commitment in effect on
such date over (b) the Revolving Credit Exposure of such Lender on such date.




          “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, custodian, assignee for the benefit of creditors or similar Person charged with the
reorganization or liquidation of its business appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership
interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority
or instrumentality thereof, provided, further, that such ownership interest does not result in or
provide such Person with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts
or agreements made by such Person.




          “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.




          “Borrower” means, as applicable, the Parent Borrower or the applicable Subsidiary
Borrower.




          “Borrowing” means Loans of the same Type made, converted or continued on the same date
and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.




          “Borrowing Request” means a request by the Parent Borrower for a Borrowing in
accordance with Section 2.03.




          “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed;
provided that, when used in connection with a Eurocurrency Loan, the term “Business
Day” shall
also exclude (i) any day on which banks are not open for dealings in dollar deposits or
deposits in the applicable Alternative Currency in the London interbank market, (ii) in the case of
a Eurocurrency Loan denominated in Euros, any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer System is not open for settlement of payment in Euros or (iii) in
the case of a Eurocurrency Loan denominated in an Alternative Currency other than Euro, any day on
which banks are not open for dealings in such Alternative Currency in the city which is the
principal financial center of the country of issuance of the applicable Alternative Currency.





4









 








          “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and, for the purposes
of this Agreement, the amount of such obligations at any time shall be the capitalized amount
thereof at such time determined in accordance with GAAP.




          “Change in Law” means (a) the adoption of any law, rule, treaty or regulation after
the date of this Agreement, (b) any change in any law, rule, treaty or regulation or in the
interpretation or application thereof by any Governmental Authority after the date of this
Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.13(b),
by any office of such Lender from or at which Loans and/or Letters of Credit are made or issued, or
are booked, as the case may be, in accordance with the terms of this Agreement) with any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the date of this Agreement; provided however, for purposes of this
Agreement, The Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines or directives in connection therewith are deemed to have gone into effect and adopted
thirty (30) days after the date of this Agreement.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time.




          “Commercial Letter of Credit” means a commercial documentary letter of credit issued
by an Issuing Bank for the account of the Parent Borrower or jointly and severally for the account
of the Parent Borrower and any of its Subsidiaries for the purchase of goods in the ordinary course
of business.




          “Commitment” means, with respect to each Lender, the commitment of such Lender to make
Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section 2.07, (b) reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04
or (c) increased from time to time pursuant to Section 2.01(b). The initial amount of each
Lender’s Commitment is set forth on Schedule 2.01, in the New Lender Supplement pursuant to which
such Lender shall become a party hereto or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its
Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is
$500,000,000.




          “Commitment Increase Supplement” means a supplement to this Agreement substantially in
the form of Exhibit D-2.




          “Consolidated EBITDAR” means, for any period, Consolidated Net Income for such period
plus, without duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense,
amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and
other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and
amortization expense, (d) amortization of intangibles (including, but not limited


5









 







to, goodwill) and
organization costs, (e) any extraordinary or non-recurring non-cash expenses or losses (including
any noncash impairment of assets, and, whether or not otherwise includable as a separate item in
the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets
outside of the ordinary course of business and including non-cash charges arising from the
application of Statement of Financial Accounting Standards No. 142 (or the corresponding Accounting
Standards Codification Topic, as applicable) and (f) Consolidated Lease Expense and minus,
(x) to the extent included in the statement of such Consolidated Net Income for such period, the
sum of (i) interest income, (ii) any extraordinary or non-recurring non-cash income or gains
(including, whether or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary
course of business) and (iii) income tax credits (to the extent not netted from income tax expense)
and (y) any cash payments made during such period in respect of items described in clause (e) above
subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected
as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis
in accordance with GAAP.




          For the purposes of calculating Consolidated EBITDAR for any period of four consecutive fiscal
quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated
Leverage Ratio, (i) if at any time during such Reference Period the Parent Borrower or any
Subsidiary shall have made any Material Disposition, the Consolidated EBITDAR for such Reference
Period shall be reduced by an amount equal to the Consolidated EBITDAR (if positive) attributable
to the property that is the subject of such Material Disposition for such Reference Period or
increased by an amount equal to the Consolidated EBITDAR (if negative) attributable thereto for
such Reference Period, and (ii) if during such Reference Period the Parent Borrower or any
Subsidiary shall have made a Material Acquisition, Consolidated EBITDAR for such Reference Period
shall be calculated after giving pro forma effect thereto (taking into account (A)
such cost savings as may be determined by the Parent Borrower in a manner consistent with the
evaluation performed by the Parent Borrower in deciding to make such Material Acquisition, as
presented to the Parent Borrower’s Board of Directors, provided that the Parent Borrower may take
into account such cost savings only if it in good faith determines on the date of calculation that
it is reasonable to expect that such cost savings will be implemented within 120 days following the
date of such Material Acquisition (or in the case of any calculation made subsequent to such
120th day, that such cost savings have, in
fact, been implemented) and (B) all transactions that are directly related to such Material
Acquisition and are entered into in connection and substantially contemporaneously therewith) as if
such Material Acquisition occurred on the first day of such Reference Period. As used in this
definition, “Material Acquisition” means any acquisition of property or series of related
acquisitions of property that (a) constitutes (i) assets comprising all or substantially all of a
business or operating unit of a business, (ii) all or substantially all of the common stock or
other Equity Interests of a Person or (iii) in any case where clauses (i) and (ii) above are
inapplicable, the rights of any licensee (including by means of the termination of such licensee’s
rights under such license) under a trademark license to such licensee from the Parent Borrower or
any of its Affiliates (the “Acquired Rights”), and (b) involves the payment of
consideration by the Parent Borrower and its Subsidiaries in excess of $50,000,000; “Material
Disposition” means any Disposition of property or series of related Dispositions of property
that yields gross proceeds to the Parent Borrower or any of its Subsidiaries in excess of
$50,000,000. In making any calculation pursuant to this paragraph with respect to a Material
Acquisition of a Person,


6









 







business or rights for which quarterly financial statements are not
available, the Parent Borrower shall base such calculation on the financial statements of such
Person, business or rights for the then most recently completed period of twelve consecutive
calendar months for which such financial statements are available and shall deem the contribution
of such Person, business or rights to Consolidated EBITDAR for the period from the beginning of the
applicable Reference Period to the date of such Material Acquisition to be equal to the product of
(x) the number of days in such period divided by 365 multiplied by (y) the amount of Consolidated
EBITDAR of such Person, business or rights for the twelve-month period referred to above
(calculated on the basis set forth in this definition). In making any calculation pursuant to this
paragraph in connection with an acquisition of Acquired Rights to be followed by the granting of a
new license of such Acquired Rights (or any rights derivative therefrom), effect may be given to
such grant of such new license (as if it had occurred on the date of such acquisition) if, and only
if, the Parent Borrower in good faith determines on the date of such calculation that it is
reasonable to expect that such grant will be completed within 120 days following the date of such
acquisition (or in the case of any calculation made subsequent to such 120th day, that
such grant has, in fact, been completed).




          “Consolidated Lease Expense” means, for any period, the aggregate amount of fixed and
contingent rentals payable by the Parent Borrower and its Subsidiaries for such period with respect
to leases of real and personal property, determined on a consolidated basis in accordance with
GAAP; provided that payments in respect of Capital Lease Obligations shall not constitute
Consolidated Lease Expense.




          “Consolidated Leverage Ratio” means on the last day of any Fiscal Quarter, the ratio
of (a) Adjusted Debt on such day to (b) Consolidated EBITDAR for the period of four consecutive
Fiscal Quarters ending on such day.




          “Consolidated Net Income” means for any period, the consolidated net income (or loss)
of the Parent Borrower and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person
accrued prior to the date it becomes a Subsidiary of the Parent Borrower or is merged into
or consolidated with the Parent Borrower or any of its Subsidiaries, (b) the income (or
deficit) of any Person (other than a Subsidiary of the Parent Borrower) in which the Parent
Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Parent Borrower or such Subsidiary in the form of dividends or
similar distributions and (c) the undistributed earnings of any Subsidiary of the Parent Borrower
to the extent that the declaration or payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than
under any Loan Document) or Requirement of Law applicable to such Subsidiary.




          “Consolidated Net Worth” means as of any date of determination thereof, the excess of
(a) the aggregate consolidated net book value of the assets of the Parent Borrower and its
Subsidiaries after all appropriate adjustments in accordance with GAAP (including, without
limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) over
(b) all of the aggregate liabilities of the Parent Borrower and its Subsidiaries, including all
items which, in accordance with GAAP, would be included on the liability side of the balance sheet
(other than Equity Interests, treasury stock, capital surplus and retained earnings), in each case


7









 







determined on a consolidated basis (after eliminating all inter-company items) in accordance with
GAAP; provided, however, that in calculating Consolidated Net Worth the effects of
the Statement of Financial Accounting Standards No. 142 (or the corresponding Accounting Standards
Codification Topic, as applicable) shall be disregarded.




          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.




          “Credit Party” means the Administrative Agent, the Issuing Bank or any other Lender.




          “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.




          “Defaulting Lender” means any Lender that (a) has failed, within two Business Days of
the date required to be funded or paid, to (i) fund all or any portion of its Loans, (ii) fund all
or any portion of its participation in a Letter of Credit or (iii) pay over to any other Credit
Party any other amount required to be paid by it hereunder that is not subject to a good faith
dispute, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in
writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including the particular default, if any) has not
been satisfied, (b) has notified the Parent Borrower or any Credit Party in writing, or has made a
public statement to the effect, that it does not intend or expect to comply with all or any of its
funding obligations under this Agreement (unless such writing or public statement indicates that
such position is based on such Lender’s good faith determination that a condition precedent
(specifically identified and including the particular default, if any) to funding a Loan under this
Agreement cannot be satisfied) or generally under other agreements in which it commits to
extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting
in good faith, to provide a certification in writing from an authorized officer of such Lender that
it will comply with its obligations (and is financially able to meet such obligations) to fund
prospective Loans and participations in then outstanding Letters of Credit under this Agreement,
provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
such Credit Party’s receipt of such certification in form and substance satisfactory to it and the
Administrative Agent, or (d) has become the subject of a Bankruptcy Event.




          “Disposition” means with respect to any property, any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed
of” shall have correlative meanings.




          “Dollar Equivalent” means, on any date of determination, with respect to any amount
hereunder denominated in an Alternative Currency, the amount of dollars determined pursuant to
Section 1.05 using the Exchange Rate with respect to such Alternative Currency at the time in
effect under the provisions of such Section.




8









 








          “dollars” or “$” refers to lawful money of the United States of America.




          “Domestic Subsidiary” means any Subsidiary organized under the laws of any
jurisdiction within the United States of America.




          “Effective Date” means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 10.02).




          “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, or to human health and safety (insofar as such health and safety may be
adversely affected by exposure to dangerous or harmful substances or environmental conditions), as
have been, are, or in the future become, in effect.




          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Parent Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.




          “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with any Loan Party, is treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.




          “ERISA Event” means (a) any Reportable Event; (b) a determination that any Plan is, or
is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section
303 of ERISA); (c) the failure of any Loan Party or any ERISA Affiliate to make by its due date a
required installment under Section 430(j) of the Code with respect to any Plan or the failure by
any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or
Section 302 of ERISA) applicable to such Plan, whether or not waived; (d) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (e) the receipt by any Loan Party or any ERISA
Affiliate from the PBGC of any notice relating to an intention to terminate any Plan or to appoint
a trustee to administer any Plan, or the incurrence by any Loan Party or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the


9









 







termination of any Plan,
including but not limited to the imposition of any Lien in favor of the PBGC or any Plan; (f) the
receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from any Loan Party or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or the incurrence by any Loan Party or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan;
(g) the receipt by any Loan Party or any ERISA Affiliate of any determination that a Multiemployer
Plan is, or is expected to be, Insolvent, in Reorganization, terminated (within the meaning of
Section 4041A of ERISA), or in “endangered” or “critical” status (within the meaning of Section 432
of the Code or Section 305 of ERISA); (h) the failure by any Loan Party or any of its ERISA
Affiliates to make when due any required contribution to a Multiemployer Plan pursuant to Sections
431 or 432 of the Code or any installment payment with respect to Withdrawal Liability under
Section 4201 of ERISA; or (i) any Foreign Plan Event.




          “Euro” means the single currency of participating member states of the European
Monetary Union.




          “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.




          “Event of Default” has the meaning assigned to such term in Article VII.




          “Exchange Rate” means, on any day, with respect to any Alternative Currency, the rate
determined by the Administrative Agent at which such Alternative Currency may be exchanged into
dollars, as set forth at approximately 11:00 a.m., London time, on such day (or, in the case of any
calculation involving the amount of any LC Disbursement under any Alternative Currency Letter of
Credit, at the time payment thereof is made) on the applicable Reuters World Spot Page. In the
event that any such rate does not appear on any Reuters World Spot Page, the Exchange Rate shall be
determined by reference to such other publicly available service for displaying exchange rates as
may be agreed upon by the Administrative Agent and the Parent Borrower for such purpose or, in the
absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of such Alternative Currency are then being conducted, at or about
11:00 a.m., local time, on such day (or, in the case of any calculation involving the amount of any
LC Disbursement under any Alternative Currency Letter of Credit, at the time payment thereof is
made) for the purchase of the applicable Alternative Currency for delivery two Business Days later,
provided that, if at the time of any such determination, for any reason, no such spot rate
is being quoted, after consultation with the Parent Borrower, the Administrative Agent may use any
other reasonable method it deems appropriate to determine such rate, and such determination shall
be presumed correct absent manifest error.




          “Exchange Rate Date” means, if on such date any outstanding Loan or Letter of Credit
is (or any Loan or Letter of Credit that has been requested at such time would be) denominated in
an Alternative Currency, each of: (a) at least once during each calendar month, (b) if an Event of
Default has occurred and is continuing, any Business Day designated as an


10









 







Exchange Rate Date by the
Administrative Agent in its sole discretion, and (c) each date (with such date to be reasonably
determined by the Administrative Agent) that is on or about the date of (i) a Borrowing Request or
an Interest Election Request or (ii) each request for the issuance, amendment, renewal or extension
of any Letter of Credit.




          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
any Loan Party under any Loan Document, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America, or by any other Governmental Authority as a result
of a present or former connection between the Administrative Agent, any Lender, any Issuing Bank or
any other recipient of any payment to be made by any Loan Party under any Loan Document and the
jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from the Administrative
Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by any Loan
Party under any Loan Document having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement or any other Loan Document), (b) any branch profits
taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction
described in clause (a) above, (c) in the case of a Non-U.S. Lender, including any Issuing Bank
that is a Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.17(b)), any United States withholding tax that is imposed on amounts payable to such
Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement (or
designates a new lending office), except to the extent that such Non-U.S. Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the Parent Borrower with respect to such withholding tax pursuant
to Section 2.15(a), (d) in the case of any Lender that makes any Loans to Polo Ralph Lauren
Kabushiki Kaisha, including any Issuing Bank (other than an assignee pursuant to a request by the
Borrower under Section 2.17(b)), any Japanese withholding tax that is imposed on amounts payable to
such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending
office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time
of designation of a new lending office (or assignment), to receive additional amounts with respect
to such withholding tax pursuant to Section 2.15(a), (e) any withholding tax that is imposed on
amounts payable to a Lender that is attributable to such Lender’s failure to comply with Section
2.15(e) or (f) and (f) any United States withholding tax that is imposed by reason of FATCA.




          “Existing Credit Agreement” means the Credit Agreement, dated as of November 28, 2006
among the Parent Borrower, the several banks and other financial institutions parties thereto and
JPMorgan Chase Bank, N.A., as administrative agent, as heretofore amended, supplemented or
otherwise modified.




          “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement
and any regulations or official interpretations thereof.




          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as


11









 







published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized national standing
selected by it, in its reasonable discretion.




          “Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Parent Borrower.




          “Fiscal Quarter” means with respect to the Parent Borrower and its Subsidiaries, and
with respect to any Fiscal Year, (a) each of the quarterly periods ending 13 calendar weeks, 26
calendar weeks, 39 calendar weeks and 52 or 53 calendar weeks, as the case may be, after the end of
the prior Fiscal Year or (b) such other quarterly periods as the Parent Borrower shall adopt after
giving prior written notice thereof to the Lenders.




          “Fiscal Year” means with respect to the Parent Borrower and its Subsidiaries, (a) the
52- or 53-week annual period, as the case may be, ending on the Saturday nearest to March 31 of
each calendar year or (b) such other fiscal year as the Parent Borrower shall adopt with the prior
written consent of the Required Lenders (which consent shall not be unreasonably
withheld). Any designation of a particular Fiscal Year by reference to a calendar year shall
mean the Fiscal Year ending during such calendar year.




          “Foreign Plan” means any employee benefit plan (within the meaning of Section 3(3) of
ERISA, whether or not subject to ERISA) that is not subject to United States law and is maintained
or contributed to by any Loan Party or any ERISA Affiliate.




          “Foreign Plan Event” means, with respect to any Foreign Plan, (a) the failure to make
or, if applicable, accrue in accordance with normal accounting practices, any employer or employee
contributions required by applicable law or by the terms of such Foreign Plan, (b) the failure to
register or loss of good standing with applicable regulatory authorities of any such Foreign Plan
required to be registered, or (c) the failure of any Foreign Plan to comply with any material
provisions of applicable law and regulations or with the material terms of such Foreign Plan.




          “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.




          “GAAP” means generally accepted accounting principles in the United States of America
provided that for purposes of Section 6.01(g), 6.01(h) and 6.07, GAAP as in effect as of the Fiscal
Year ended March 28, 2008 shall apply.




          “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.




          “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of


12









 







guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
provided, that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business. For purposes of all calculations provided for in this
Agreement, the amount of any Guarantee of any guarantor shall be deemed to be the lower of (x) an
amount equal to the stated or determinable amount of the primary obligation in respect of which
such Guarantee is made and (y) the maximum amount for which such guarantor may be liable pursuant
to the terms of the instrument embodying such Guarantee, unless such primary obligation and the
maximum amount for which such guarantor may be liable are not stated or determinable, in which case
the
amount of such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in
respect thereof as determined by the Parent Borrower in good faith.




          “Guarantee Agreement” means the Guarantee Agreement to be executed and delivered by
each Guarantor, substantially in the form of Exhibit C.




          “Guarantor” means (a) with respect to both the Parent Borrower Obligations and the
Subsidiary Obligations, each Domestic Subsidiary that becomes a party to the Guarantee Agreement on
the Effective Date and each Domestic Subsidiary that, subsequent to the Effective Date, becomes a
Significant Subsidiary (as defined in Regulation S-X, part 210.1-02 of Title 17 of the Code of
Federal Regulations) and (b) with respect to the Subsidiary Obligations only, the Parent Borrower.




          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any applicable Environmental Law.




          “Hong Kong Dollars” means the lawful currency of Hong Kong.




          “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase
price of property or services (excluding accounts payable incurred in the ordinary course of
business and any earnout obligations or similar deferred or contingent purchase price obligations
not overdue or which do not appear as a liability on a balance sheet of such Person incurred in
connection with any acquisition of


13









 







property or series of related acquisitions of property that
constitutes (i) assets comprising all or substantially all of a business or operating unit of a
business, (ii) all or substantially all of the common stock or other Equity Interests of a Person
or (iii) in any case where clauses (i) and (ii) above are inapplicable, the Acquired Rights), (e)
all Indebtedness of others secured by any Lien on property owned or acquired by such Person (to the
extent of such Person’s interest in such property), whether or not the Indebtedness secured thereby
has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital
Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as
an account party in respect of letters of credit and letters of guaranty, (i) all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) all payment and
performance obligations of every kind, nature and description of such Person under or in connection
with Swap Agreements. The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor. For purposes of all calculations provided for in
this Agreement, there shall be disregarded any Guarantee of any Person in respect of any
Indebtedness of any other Person with which the accounts of such first Person are then required to
be consolidated in accordance with GAAP. For the avoidance of doubt, any amounts available and not
drawn under the Commitment shall be deemed not to be Indebtedness.




          “Indemnified Taxes” means Taxes other than Excluded Taxes.




          “Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the
Parent Borrower that is not guaranteed by any other Person or subject to any other credit
enhancement.




          “Insolvent” means, with respect to any Multiemployer Plan, the condition that such
Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.




          “Interest Election Request” means a request by the Parent Borrower to convert or
continue a Borrowing in accordance with Section 2.06.




          “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each
March, June, September and December, beginning June 30, 2011, and (b) with respect to any
Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months’ duration after the first day of such Interest Period.




          “Interest Period” means with respect to any Eurocurrency Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the Parent Borrower may elect;
provided, that (i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period
shall end on the next preceding Business Day and (ii) any Interest Period that commences on the
last Business Day of a calendar month (or on a day for which there is no numerically


14









 








corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the
last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and, in the case of a Borrowing,
thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing.




          “Investment” means, as applied to any Person, any direct or indirect purchase or other
acquisition by such Person of Equity Interests or other securities of, or any assets constituting a
business unit of, any other Person, or any direct or indirect loan, advance or capital contribution
by such Person to any other Person. In computing the amount involved in any Investment at the time
outstanding, (a) undistributed earnings of, and unpaid interest accrued in respect of Indebtedness
owing by, such other Person shall not be included, (b) there shall not be deducted from the amounts
invested in such other Person any amounts received as earnings (in
the form of dividends, interest or otherwise) on such Investment or as loans from such other
Person and (c) unrealized increases or decreases in value, or write-ups, write-downs or write-offs,
of Investments in such other Person shall be disregarded.




          “Issuing Bank” means, as the context may require, (a) JPMorgan Chase Bank, N.A., with
respect to Letters or Credit issued by it or (b) any other Lender that becomes an Issuing Bank
pursuant to Section 2.04(l), with respect to Letters of Credit issued by it, and in each case its
successors in such capacity as provided in Section 2.04(j). Any Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing
Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate; provided, however, that no arrangement
of a type described in this sentence shall be permitted if, immediately after giving effect
thereto, amounts would become payable by the Parent Borrower under Section 2.13 or 2.15 that are in
excess of those that would be payable under such Section if such arrangement were not implemented
and, provided, further, that the fees payable to any such Affiliate shall be
subject to the second sentence of Section 2.10(b).




          “JPMorgan” means JPMorgan Chase Bank, N.A.




          “Judgment Currency” has the meaning assigned to such term in Section 10.13(b).




          “Lauren” means Ralph Lauren, an individual.




          “LC Disbursement” means a payment made by the applicable Issuing Bank pursuant to a
Letter of Credit.




          “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit (other than Alternative Currency Letters of Credit) at such time, (b)
the aggregate amount of all LC Disbursements under Letters of Credit (other than Alternative
Currency Letters of Credit) that have not yet been reimbursed by or on behalf of the Parent
Borrower at such time and (c) the Alternative Currency LC Exposure at such time. The LC Exposure
of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.





15











 





          “Lenders” means the Persons listed on Schedule 2.01 and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption or a New Lender
Supplement, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Assumption.



          “Letter of Credit” means any Commercial Letter of Credit or Standby Letter of Credit.



          “LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period,
the rate appearing on Reuters Screen LIBOR01 or in the case of any Alternative Currency, the
applicable Reuters Page (or on any successor or substitute page (or screen) of such Reuters Screen,
or any successor to or substitute for such Reuters Screen, providing rate quotations comparable to
those currently provided on such page (or screen) of such Reuters Screen, as determined by the
Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to deposits in dollars or the applicable Alternative Currency, as the case may be) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, as the rate for deposits in dollars or the applicable Alternative Currency, as the case may
be, with a maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the “LIBO Rate” with respect to such
Eurocurrency Borrowing for such Interest Period shall be the rate at which deposits in dollars or
the applicable Alternative Currency of $5,000,000 or the Dollar Equivalent thereof, as applicable,
and for a maturity comparable to such Interest Period are offered by the principal London office of
the Administrative Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period.



          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.



          “Loan Documents” means this Agreement and the Guarantee Agreement



          “Loan Party” means the Borrowers and the Guarantors.



          “Loans” means the loans made by the Lenders to the Borrowers pursuant to this
Agreement.



          “Material Adverse Effect” means a material adverse effect on (a) the business,
operations, property or condition (financial or otherwise) of the Parent Borrower and the
Subsidiaries taken as a whole or (b) the rights and remedies, taken as a whole, of the
Administrative Agent and the Lenders under the Loan Documents.



          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Parent
Borrower and its Subsidiaries in an aggregate principal amount exceeding $50,000,000.



16









 




For purposes of determining Material Indebtedness, the “principal amount” of the obligations
of the Parent Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the Parent Borrower or such
Subsidiary would be required to pay if such Swap Agreement were terminated at such time.




          “Maturity Date” means March 10, 2016.



          “Moody’s” means Moody’s Investors Service, Inc.



          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.



          “Net Income” (“Net Loss”) means with respect to any Person or group of
Persons, as the case may be, for any fiscal period, the difference between (a) gross revenues of
such Person or group of Persons and (b) all costs, expenses and other charges incurred in
connection with the generation of such revenue (including, without limitation, taxes on income),
determined on a consolidated or combined basis, as the case may be, and in accordance with GAAP.



          “New Lender” has the meaning assigned to such term in Section 2.01(c).



          “New Lender Supplement” has the meaning assigned to such term in Section 2.01(c).



          “Non-U.S. Lender” means any Lender that is organized under the laws of (or the
applicable lending office of which is located in) a jurisdiction other than that in which the
Parent Borrower is located. For purposes of this definition, the United States of America, each
State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.



          “OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department.



          “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.



          “Overnight Rate” means, for any day, (a) with respect to any amount denominated in
dollars, the Federal Funds Effective Rate, and (b) with respect to any amount denominated in an
Alternative Currency, either (i) the rate of interest per annum at which overnight deposits in the
applicable Alternative Currency, in an amount approximately equal to the amount with respect to
which such rate is being determined, would be offered for such day by a branch or Affiliate of the
Administrative Agent in the applicable offshore interbank market for such Alternative Currency to
major banks in such interbank market or (ii) the overdraft costs charged by the applicable external
account bank of the Administrative Agent in respect of the applicable principal amount for such
Alternative Currency.



17









 





          “Parent” means, with respect to any Lender, any Person as to which such Lender is,
directly or indirectly, a subsidiary.



          “Parent Borrower” means Polo Ralph Lauren Corporation, a Delaware corporation.



          “Parent Borrower Obligations” means the unpaid principal of and interest on the Loans
made to and reimbursement obligations of the Parent Borrower (including, without limitation,
interest accruing after the maturity of the Loans made to and reimbursement obligations of the
Parent Borrower and interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to the Parent Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and
all other obligations and liabilities of the Parent Borrower to the Administrative Agent or to any
Lender (or, in the case of Specified Swap Agreements and Specified Cash Management Agreements, any
affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due,
or now existing or hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement, any
Specified Cash Management Agreement or any other document made, delivered or given in connection
herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the
Administrative Agent or to any Lender that are required to be paid by the Parent Borrower pursuant
hereto) or otherwise.



          “Participant” has the meaning set forth in Section 10.04(c)(i).



          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.



          “Permitted Acquisition” means any acquisition (in one transaction or a series of
related transactions) by the Parent Borrower or any Subsidiary, on or after the Effective Date
(whether effected through a purchase of Equity Interests or assets or through a merger,
consolidation or amalgamation), of (i) another Person including the equity interest of any Person
in which the Borrower or any Subsidiary owns an equity interest, (ii) the assets constituting all
or substantially all of a business or operating business unit of another Person or (iii) in any
case where clauses (i) and (ii) above are inapplicable, the rights of any licensee (including by
means of the termination of such license’s rights under such license) under a trademark license to
such licensee from the Parent Borrower or any of its Affiliates, provided that:




     (a) the assets so acquired or, as the case may be, the assets of the Person so acquired
shall be in a Related Line of Business;




     (b) no Default shall have occurred and be continuing at the time thereof or would
result therefrom;




     (c) such acquisition shall be effected in such manner so that the acquired Equity
Interests, assets or rights are owned either by the Parent Borrower or a Subsidiary and, if
effected by merger, consolidation or amalgamation, the continuing, surviving or resulting
entity shall be the Parent Borrower or a Subsidiary, provided that, nothing in



18









 






this clause shall be deemed to limit the ability of the Parent Borrower or any
Subsidiary to grant to a different licensee any acquired license rights described in clause
(iii) above (or any rights derivative therefrom); and




     (d) the Parent Borrower and its Subsidiaries shall be in compliance, on a pro
forma basis after giving effect to such acquisition, with the covenant contained in
Section 6.07 recomputed as at the last day of the most recently ended fiscal quarter of the
Parent Borrower for which financial statements are available, as if such acquisition had
occurred on the first day of each relevant period for testing such compliance.



          “Permitted Encumbrances” means:



          (a) Liens imposed by law for taxes and duties, assessments, governmental charges or levies
that are not yet due or are being contested in compliance with Section 5.04;




     (b) landlords, carriers’, warehousemen’s, mechanics’, shippers’, materialmen’s,
repairmen’s and other like Liens imposed by law, arising in the ordinary course of business
and securing obligations that are not overdue by more than 30 days or are being contested in
compliance with Section 5.04;




     (c) pledges and deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security laws or regulations,
and pledges and deposits securing liability to insurance carriers under insurance or
self-insurance arrangements;




     (d) pledges and deposits to secure the performance of tenders, bids, trade contracts,
leases, public or statutory obligations, warranty requirements, surety and appeal bonds,
bonds posted in connection with actions, suits or proceedings, performance and bid bonds and
other obligations of a like nature, in each case in the ordinary course of business;




     (e) Liens incurred in the ordinary course of business in connection with the sale,
lease, transfer or other disposition of any credit card receivables of the Parent Borrower
or any of its Subsidiaries;




     (f) judgment, attachment or other similar liens in respect of judgments that do not
constitute an Event of Default under clause (k) of Article VII;




     (g) easements, zoning restrictions, restrictive covenants, encroachments, rights-of-way
and similar encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially detract from
the value of the affected property or interfere with the ordinary conduct of business of the
Parent Borrower or any Subsidiary; and




     (h) possessory Liens in favor of brokers and dealers arising in connection with the
acquisition or disposition of Permitted Investments.



19









 




provided that the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.




          “Permitted Investments” means:




     (a) direct obligations of, or obligations the principal of and interest on which are
directly and fully guaranteed or insured by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit of the United
States of America);




     (b) investments in commercial paper having, at such date of acquisition, a credit
rating of at least A-2 from S&P or P-2 from Moody’s;




     (c) investments in certificates of deposit, eurocurrency time deposits, banker’s
acceptances and time deposits maturing within three years from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or
offered by, any Lender or any commercial bank which has a combined capital and surplus and
undivided profits of not less than $100,000,000;




     (d) repurchase agreements with a term of not more than 180 days for securities
described in clause (a) above and entered into with a financial institution satisfying the
criteria described in clause (c) above;




     (e) securities with maturities of three years or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United States or
by any political subdivision or taxing authority of any such state, commonwealth or
territory or by any foreign government, the securities of which state, commonwealth or
territory, political subdivision, taxing authority or foreign government (as the case may
be) are rated, at such date of acquisition, at least A- by S&P or A3 by Moody’s;




     (f) securities with maturities of three years or less from the date of acquisition
backed by standby letters of credit issued by any Lender or any commercial bank satisfying
the requirements of clause (c) of this definition;




     (g) shares of money market funds that (i) comply with the criteria set forth in (a)
Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, as
amended or (b) Securities and Exchange Commission Rule 3c-7 under the Investment Company Act
of 1940, as amended and (ii) have portfolio assets of at least (x) in the case of funds that
invest exclusively in assets satisfying the requirements of clause (a) of this definition,
$250,000,000 and (y) in all other cases, $500,000,000;




     (h) in the case of investments by any Foreign Subsidiary, obligations of a credit
quality and maturity comparable to that of the items referred to in clauses (a) through (g)
above that are available in local markets; and




     (i) corporate debt obligations with a Moody’s rating of at least A3 or an S&P rating of
at least AA-, or their equivalent, as follows:



20









 






     (i) corporate notes and bonds; and




     (ii) medium term notes.



          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



          “Plan” means any employee pension benefit plan (within the meaning of Section 3(2) of
ERISA, but not including any Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any
ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed
to be) an “employer” (as defined in Section 3(5) of ERISA).



          “Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City
(the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase
Bank, N.A. in connection with the extension of credit to debtors); each change in the Prime Rate
shall be effective from and including the date such change is publicly announced as being
effective.



          “Priority Indebtedness” means (a) Indebtedness of the Parent Borrower or any
Subsidiary (other than that described in Section 6.01(e)) secured by any Lien on any asset(s) of
the Parent Borrower or any Subsidiary and (b) Indebtedness of any Subsidiary which is not a
Guarantor, in each case owing to a Person other than the Parent Borrower or any Subsidiary.



          “Register” has the meaning set forth in Section 10.04(b)(iv).



          “Related Line of Business” means: (a) any line of business in which the Parent
Borrower or any of its Subsidiaries is engaged as of, or immediately prior to, the Effective Date,
(b) any wholesale, retail or other distribution of products or services under any domestic or
foreign patent, trademark, service mark, trade name, copyright or license or (c) any similar,
ancillary or related business and any business which provides a service and/or supplies products in
connection with any business described in clause (a) or (b) above.



          “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.



          “Reorganization” means, with respect to any Multiemployer Plan, the condition that
such plan is in reorganization within the meaning of Section 4241 of ERISA.



          “Required Lenders” means, subject to Section 2.19(b), at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time.



          “Reportable Event” means any “reportable event,” as defined in Section 4043(c) of
ERISA or the regulations issued thereunder, with respect to a Plan, other than those events as



21









 




to which notice is waived pursuant to DOL Regulation Section 4043 as in effect on the date
hereof (no matter how such notice requirement may be changed in the future).




          “Requirement of Law” means, as to any Person, the Articles or Certificate of
Incorporation and By-Laws, Articles or Certificate of Formation and Operating Agreement, or
Certificate of Partnership or partnership agreement or other organizational or governing documents
of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is subject.



          “Revolving Credit Exposure” means, with respect to any Lender at any time, the Dollar
Equivalent of the sum of the outstanding principal amount of such Lender’s Revolving Loans and its
LC Exposure at such time.



          “S&P” means Standard & Poor’s.



          “Specified Cash Management Agreement” means any agreement providing for treasury,
depositary, purchasing card or cash management services, including in connection with any automated
clearing house transfers of funds or any similar transactions between the Parent Borrower or any of
the Subsidiary Borrowers and any Lender or affiliate thereof.



          “Specified Swap Agreement” means any Swap Agreement in respect of interest rates,
currency exchange rates or commodity prices entered into by the Parent Borrower or any of the
Subsidiary Borrowers and any Person that is a Lender or an affiliate of a Lender at the time such
Swap Agreement is entered into.



          “Standby Letter of Credit” means an irrevocable letter of credit pursuant to which an
Issuing Bank agrees to make payments in dollars or an Alternative Currency for the account of the
Parent Borrower or jointly and severally for the account of the Parent Borrower and any of its
Subsidiaries in respect of obligations of the Parent Borrower or any of its Subsidiaries incurred
pursuant to contracts made or performances undertaken or to be undertaken or like matters relating
to contracts to which the Parent Borrower or any of its Subsidiaries is or proposes to become a
party in the ordinary course of the Parent Borrower’s or any of its Subsidiaries’ business,
including, but not limited to, for insurance purposes and in connection with lease transactions.



          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. The
Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.



          “subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other Person the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial



22









 




statements if such financial statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, limited liability company, partnership, association or other
Person (a) of which securities or other ownership interests representing more than 50% of the
equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than
50% of the general partnership interests are, as of such date, directly or indirectly, owned,
controlled or held, or (b) that is, as of such date, otherwise Controlled, directly or indirectly,
by the parent or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.




          “Subsidiary” means any subsidiary of the Parent Borrower.



          “Subsidiary Borrower” means, as applicable, Acqui Polo C.V., a partnership organized
under the laws of the Netherlands, Polo Ralph Lauren Kabushiki Kaisha, a corporation organized
under the laws of Japan, or Polo Ralph Lauren Asia Pacific Limited, a corporation organized under
the laws of Hong Kong.



          “Subsidiary Obligations” means the unpaid principal of and interest on the Loans made
to and reimbursement obligations of each Subsidiary Borrower (including, without limitation,
interest accruing after the maturity of the Loans made to and reimbursement obligations of such
Subsidiary Borrower and interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to such Subsidiary
Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding) and all other obligations and liabilities of the Subsidiary Borrowers to the
Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements and Specified
Cash Management Agreements, any affiliate of any Lender), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any
Specified Swap Agreement, any Specified Cash Management Agreement or any other document made,
delivered or given in connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise.



          “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option, cap or collar agreements or similar agreement involving, or
settled by reference to, one or more interest or exchange rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination of these
transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of
the Parent Borrower or the Subsidiaries shall be a Swap Agreement.



          “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



          “Transactions” means the execution, delivery and performance by the Borrowers of this
Agreement and by the Guarantors of the Guarantee Agreement, the borrowing of Loans, the use of the
proceeds thereof and the issuance of Letters of Credit hereunder.



23









 





          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.



          “Voting Stock” means stock of any class or classes (however designated), or other
Equity Interests, of any Person, the holders of which are at the time entitled, as such holders, to
vote for the election of the directors or other governing body of the Person involved, whether or
not the right so to vote exists by reason of the happening of a contingency.



          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



          “Yen” means the lawful currency of Japan.



          “Yen Borrower” means Polo Ralph Lauren Kabushiki Kaisha, a corporation organized under
the laws of Japan.



          Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurocurrency Loan”) or currency (e.g., an
“Alternative Currency Loan”). Borrowings also may be classified and referred to by Type (e.g., a
“Eurocurrency Borrowing”) or currency (e.g., an “Alternative Currency Borrowing”).



          Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.



          Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, notwithstanding anything to the contrary herein,
all accounting or financial terms used herein shall be construed, and all financial computations
pursuant hereto shall be made, without giving effect to any election under



24









 




Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard or
the corresponding Accounting Standards Codification Topic, as applicable, having a similar effect);
provided further that, if the Parent Borrower notifies the Administrative Agent
that the Parent Borrower requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application thereof on the operation
of such provision (or if the Administrative Agent notifies the Parent Borrower that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.




          Section 1.05 Exchange Rates. (a) For purposes of calculating the Dollar Equivalent
of the principal amount of any Loan denominated in an Alternative Currency, the Alternative
Currency LC Exposure at any time and the Dollar Equivalent at the time of issuance of any
Alternative Currency Letter of Credit then requested to be issued pursuant to Section 2.04(b), the
Administrative Agent shall determine the Exchange Rate as of the applicable Exchange Rate Date with
respect to each Alternative Currency in which any requested or outstanding Loan or Alternative
Currency Letter of Credit is denominated and shall apply such Exchange Rate to determine such
amount (in each case after giving effect to any Loan to be made or repaid or Letter of Credit to be
issued or to expire or terminate on or prior to the applicable date for such calculation).



          (b) For purposes of (i) determining the amount of Indebtedness incurred, outstanding or
proposed to be incurred or outstanding under Section 6.01 (but excluding, for the avoidance of
doubt, any calculation of Consolidated Net Worth or Consolidated EBITDAR), (ii) determining the
amount of obligations secured by Liens incurred, outstanding or proposed to be incurred or
outstanding under Section 6.02, or (iii) determining the amount of Material Indebtedness, the net
assets of a Person or judgments outstanding under paragraphs (f), (g), (h), (i), (j) or (k) of
Article VII, all amounts incurred, outstanding or proposed to be incurred or outstanding in
currencies other than dollars shall be translated into dollars at the Exchange Rate on the
applicable date, provided that no Default shall arise as a result of any limitation set forth in
dollars in Section 6.01 or 6.02 being exceeded solely as a result of changes in Exchange Rates from
those rates applicable at the time or times Indebtedness or obligations secured by Liens were
initially consummated or acquired in reliance on the exceptions under such Sections.



ARTICLE II




The Credits



          Section 2.01 Commitments. (a) Subject to the terms and conditions set forth herein,
each Lender severally agrees to make Loans in dollars or an Alternative Currency to the Borrowers
from time to time during the Availability Period in an aggregate principal amount that will not
result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Within the
foregoing limits and subject to the terms and conditions set forth herein, each Borrower may
borrow, prepay and reborrow Revolving Loans. The obligations of



25









 




each Borrower under this Agreement are several although the Subsidiary Obligations are
guaranteed by the Parent Borrower under Article IX.




          (b) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to
time after the Effective Date agree that such Lender or Lenders shall establish a new Commitment or
Commitments or increase the amount of its or their Commitment or Commitments by executing and
delivering to the Administrative Agent, in the case of each New Lender, a New Lender Supplement
meeting the requirements of Section 2.01(c) or, in the case of each Lender which is not a New
Lender, a Commitment Increase Supplement meeting the requirements of Section 2.01(d).
Notwithstanding the foregoing, without the consent of the Required Lenders, (x) the aggregate
amount of incremental Commitments established or increased after the Effective Date pursuant to
this paragraph shall not exceed $250,000,000, (y) unless otherwise agreed to by the Administrative
Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a
minimum aggregate amount of at least $15,000,000 and (z) unless otherwise agreed by the
Administrative Agent, increases in Commitments may be effected on no more than three occasions
pursuant to this paragraph. No Lender shall have any obligation to participate in any increase
described in this paragraph unless it agrees to do so in its sole discretion.



          (c) Any additional bank, financial institution or other entity which, with the consent of the
Parent Borrower and the Administrative Agent (which consent of the Administrative Agent shall not
be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any
transaction described in Section 2.01(b) shall execute a New Lender Supplement (each, a “New
Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial
institution or other entity (a “New Lender”) shall become a Lender, with a Commitment in
the amount set forth therein that is effective on the date specified therein, for all purposes and
to the same extent as if originally a party hereto and shall be bound by and entitled to the
benefits of this Agreement.



          (d) Any Lender, which, with the consent of the Parent Borrower and the Administrative Agent,
elects to increase its Commitment under this Agreement shall execute and deliver to the Parent
Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of
such Commitment increase, (ii) the amount of such Lender’s total Commitment after giving effect to
such Commitment increase, and (iii) the date upon which such Commitment increase shall become
effective.



          (e) Unless otherwise agreed by the Administrative Agent, on each date upon which the
Commitments shall be increased pursuant to this Section, each Borrower shall prepay all then
outstanding Loans made to it, which prepayment shall be accompanied by payment of all accrued
interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection
therewith, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after
giving effect to the new and/or increased Commitments becoming effective on such date). Any
prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum
extent practicable, through the netting of amounts payable between each applicable Borrower and the
respective Lenders.



26









 





          Section 2.02 Loans and Borrowings. (a) Each Loan shall be made as part of a
Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective
Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve
any other Lender of its obligations hereunder; provided that the Commitments of the Lenders
are several and no Lender shall be responsible for any other Lender’s failure to make Loans as
required.



          (b) Subject to Section 2.12, each Borrowing shall be comprised entirely of ABR Loans or
Eurocurrency Loans as the Parent Borrower may request on its own behalf or on behalf of any other
Borrower in accordance herewith; provided that the Parent Borrower shall not be entitled to
request ABR Loans on behalf of the Yen Borrower. Each Lender at its option may make any
Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan; provided that any exercise of such option shall not affect the obligation of the
applicable Borrower to repay such Loan in accordance with the terms of this Agreement; and
provided, further, that no such option may be exercised by any Lender if,
immediately after giving effect thereto, amounts would become payable by a Loan Party under Section
2.13 or 2.15 that are in excess of those that would be payable under such Section if such option
were not exercised.



          (c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing
shall be in an aggregate amount that is (i) in the case of a Eurocurrency Borrowing denominated in
dollars, an integral multiple of $500,000 and not less than $5,000,000 and (ii) in the case of an
Alternative Currency Borrowing, the Dollar Equivalent of an integral multiple of $500,000 and not
less than the Dollar Equivalent of $5,000,000. At the time that each ABR Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less
than $500,000; provided that an ABR Borrowing may be in an aggregate amount that is equal
to the entire unused balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.04(e). Borrowings of more than
one Type may be outstanding at the same time; provided that there shall not at any time be
more than a total of fifteen (15) Eurocurrency Borrowings outstanding.



          (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.



          (e) Each Lender may, at its option, make any Loan available to any Subsidiary Borrower by
causing any foreign or domestic branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not increase the costs to such Subsidiary
Borrower with respect to such Loan or affect the obligation of such Subsidiary Borrower to repay
such Loan in accordance with the terms of this Agreement.



          Section 2.03 Requests for Borrowings. To request a Loan, the Parent Borrower (on its
own behalf or on behalf of any other Borrower) shall notify the Administrative Agent of such
request by hand delivery, telecopy or (pursuant to procedures approved by the Administrative Agent)
electronic transmission to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Parent



27









 




Borrower (a) in the case of a Eurocurrency Borrowing denominated in dollars, not later than
11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (b)
in the case of a Eurocurrency Borrowing denominated in an Alternative Currency, not later than
11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, or
(c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of
the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall specify the
following information in compliance with Section 2.02:





     (i) the Borrower of the requested Borrowing;




     (ii) the aggregate amount of such Borrowing;




     (iii) the date of such Borrowing, which shall be a Business Day;




     (iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;




     (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”;




     (vi) in the case of a Eurocurrency Borrowing, the currency in which such Borrowing is
to be denominated; and




     (vii) the location and number of the applicable Borrower’s account to which funds are
to be disbursed, which shall comply with the requirements of Section 2.05.


If no election as to the Type of Borrowing is specified, then the requested Borrowing (i) if such
Borrowing is to be denominated in dollars, shall be an ABR Borrowing and (ii) if such Borrowing is
to be denominated in an Alternative Currency, shall be a Eurocurrency Borrowing. If no election as
to the currency of the requested Borrowing is specified, then the requested Revolving Borrowing
shall be denominated in dollars. If no Interest Period is specified with respect to any requested
Eurocurrency Borrowing, then the Parent Borrower shall be deemed to have selected an Interest
Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the details thereof and of
the amount of such Lender’s Loan to be made as part of the requested Borrowing.




          Section 2.04 Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Parent Borrower may request the issuance of Letters of Credit (or
the amendment, renewal or extension of an outstanding Letter of Credit) in the form of Commercial
Letters of Credit or Standby Letters of Credit. Each Letter of Credit shall be issued for the
account of the Parent Borrower or jointly and severally for the account of the Parent Borrower and
a Subsidiary, in a form reasonably acceptable to the applicable Issuing Bank (provided that each
Letter of Credit shall provide for payment against sight drafts drawn thereunder), at any time and
from time to time during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Parent Borrower



28









 




(or the Parent Borrower and a Subsidiary) to, or entered into by the Parent Borrower (or the
Parent Borrower and a Subsidiary) with, the applicable Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control. The letters of credit identified
on Schedule 2.04 shall be deemed to be “Letters of Credit” issued on the Effective Date for all
purposes of the Loan Documents. No Issuing Bank shall at any time be obligated to issue any Letter
of Credit if such issuance would conflict with, or cause the Issuing Bank or any Lender to exceed
any limits imposed by, any applicable Requirement of Law.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Parent Borrower shall hand deliver, telecopy or (pursuant to procedures approved
by the applicable Issuing Bank) electronically transmit to the applicable Issuing Bank and, in the
case of a Commercial Letter of Credit if the Administrative Agent shall have so requested and in
the case of all Standby Letters of Credit, the Administrative Agent (in the case of (i) Letters of
Credit denominated in dollars, reasonably in advance of the requested date of issuance, amendment,
renewal or extension, (ii) Letters of Credit denominated in Euros, prior to 12:00 noon, New York
City time, three Business Days in advance of the requested date of issuance, amendment, renewal or
extension and (iii) Letters of Credit denominated in any Alternative Currencies other than Euros,
prior to 12:00 noon, New York City time, four Business Days in advance of the requested date of
issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension, the currency in which such Letter of Credit is to be
denominated (which shall be dollars or, subject to Section 2.18, an Alternative Currency), the name
and address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit, provided that in no event shall any Issuing
Bank other than JPMorgan Chase Bank, N.A. or one or more other Issuing Banks designated from time
to time by the Parent Borrower and reasonably acceptable to the Administrative Agent issue any
Alternative Currency Letter of Credit hereunder. If requested by the applicable Issuing Bank, the
Parent Borrower (or the Parent Borrower and a Subsidiary) also shall submit a letter of credit
application on such Issuing Bank’s standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the Dollar Equivalent of the LC Exposure with respect to Standby Letters of Credit
shall not exceed $150,000,000, (ii) the Dollar Equivalent of the LC Exposure with respect to
Commercial Letters of Credit shall not exceed $250,000,000 and (iii) the total Revolving Credit
Exposures shall not exceed the total Commitments. Subsequent to the receipt by any Issuing Bank of
a Notification Instruction (as defined below) from the Administrative Agent which shall not have
been withdrawn, such Issuing Bank will contact the Administrative Agent prior to the issuance or
increase in any Letter of Credit to determine whether or not such issuance or increase would result
in any of the limitations set forth in the preceding sentence being exceeded. For purposes of this
Section 2.04(b), a “Notification Instruction” shall mean any instruction from the Administrative
Agent requiring that an Issuing Bank make the calculations described in the preceding sentence,
which instruction the Administrative Agent (i) may deliver at any time when it determines that the
percentage which the aggregate Revolving Credit Exposures constitutes of the aggregate Commitments
then in effect is greater than 80% and (ii) will withdraw when it



29









 




determines that such percentage is equal to or less than 80%. For purposes of the third
preceding sentence the amount of any Alternative Currency Letter of Credit shall be the Dollar
Equivalent thereof calculated on the basis of the applicable Exchange Rate determined in accordance
with Section 1.05.




          (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the Maturity Date;
provided that any Letter of Credit may provide for the renewal thereof for additional
periods not exceeding one year each pursuant to customary “evergreen” provisions (which shall in no
event extend beyond the date referred to in clause (ii)).



          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each
Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to
such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter
of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent in dollars, for the account of such
Issuing Bank, such Lender’s Applicable Percentage of (i) each LC Disbursement made by such Issuing
Bank in dollars and (ii) the Dollar Equivalent, using the Exchange Rate at the time such payment is
made, of each LC Disbursement made by such Issuing Bank in an Alternative Currency and, in each
case, not reimbursed by the Parent Borrower (or a Subsidiary) on the date due as provided in
paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the
Parent Borrower (or a Subsidiary) for any reason. Each Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a
Default or failure to satisfy any of the conditions set forth in Article IV, the reduction or
termination of the Commitments, any setoff, counterclaim, recoupment, defense or other right that
such Lender may have against the Issuing Bank, any Borrower or any other Person for any reason
whatsoever, any adverse change in the condition (financial or otherwise) of any Borrower, any
breach of this Agreement or any other Loan Document by the Borrower or any other Loan Party or any
other Lender or any other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.



          (e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Parent Borrower (or the Subsidiary that is jointly and severally liable with
respect to such Letter of Credit) shall reimburse such LC Disbursement by paying to such Issuing
Bank an amount equal to such LC Disbursement in dollars, on the date that such LC Disbursement is
made (or, if such date is not a Business Day, on or before the next Business Day); provided
that, if such LC Disbursement is made under an Alternative Currency Letter of Credit, automatically
and with no further action required, the Parent Borrower’s (or such Subsidiary’s) obligation to
reimburse the applicable LC Disbursement shall be permanently



30









 




converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange
Rate at the time such payment is made, of such LC Disbursement, and provided,
further, that, in the case of any such reimbursement obligation which is in an amount of
not less than $500,000, the Parent Borrower may, subject to the conditions to borrowing set forth
herein, request in accordance with Section 2.03 that such payment be financed in dollars with an
ABR Borrowing in an equivalent amount and, to the extent so financed, the Parent Borrower’s (and
such Subsidiary’s) obligation to make such payment shall be discharged and replaced by the
resulting ABR Borrowing. If the Parent Borrower (or such Subsidiary) fails to make when due any
reimbursement payment required pursuant to this paragraph, the applicable Issuing Bank shall
immediately notify the Administrative Agent, which shall promptly notify each Lender of the
applicable LC Disbursement, the Dollar Equivalent thereof calculated in accordance with the
preceding sentence (if such LC Disbursement relates to an Alternative Currency Letter of Credit),
the reimbursement payment then due from the Parent Borrower (or such Subsidiary) in respect thereof
and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each
Lender (other than such Issuing Bank) shall pay to the Administrative Agent in dollars its
Applicable Percentage of the reimbursement payment then due from the Parent Borrower (or such
Subsidiary), in the same manner as provided in Section 2.05 with respect to Loans made by such
Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations
of the Lenders), and the Administrative Agent shall promptly pay to such Issuing Bank in dollars
the amounts so received by it from the Lenders. Promptly following receipt by the Administrative
Agent of any payment from the Parent Borrower (or such Subsidiary) pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent
that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to
such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the
funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the
Parent Borrower (and such Subsidiary) of its obligation to reimburse such LC Disbursement.





     (f) Letter of Credit Fees.




     (i) Commercial Letter of Credit Fee. The Parent Borrower (or the Subsidiary
that is jointly and severally liable with respect to the Letter of Credit in question)
agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank
and the Lenders, a Commercial Letter of Credit fee calculated at the rate per annum equal
to the Applicable Rate applicable to Commercial Letters of Credit from time to time in
effect on the aggregate average daily amount available to be drawn (calculated, in the case
of any Alternative Currency Letter of Credit, on the basis of the Dollar Equivalent thereof
using the applicable Exchange Rate in effect on the date payment of such fee is due) under
each Commercial Letter of Credit issued hereunder. Commercial Letter of Credit Fees
accrued through and including the last day of March, June, September and December of each
year shall be payable in arrears on the fifth Business Day following such last day,
commencing on the first such date to occur after the date hereof. The Administrative Agent
will promptly pay to the Issuing Banks and the Lenders their pro rata shares of any amounts
received from the Parent Borrower (or such Subsidiary) in respect of any such fees.
Commercial Letter of Credit fees shall be computed on the



31









 







basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).




     (ii) Standby Letter of Credit Fees. The Parent Borrower (or the Subsidiary
that is jointly and severally liable with respect to the Letter of Credit in question)
agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank
and the Lenders, a Standby Letter of Credit fee calculated at the rate per annum equal to
the Applicable Rate applicable to Eurocurrency Loans from time to time in effect on the
aggregate average daily amount available to be drawn (calculated, in the case of any
Alternative Currency Letter of Credit, on the basis of the Dollar Equivalent thereof using
the applicable Exchange Rate in effect on the date payment of such fee is due) under each
Standby Letter of Credit issued hereunder (and in no event less than $500 with respect to
each such Standby Letter of Credit). Standby Letter of Credit Fees accrued through and
including the last day of March, June, September and December of each year shall be payable
in arrears on the fifth Business Day following such last day, commencing on the first such
date to occur after the date hereof. The Administrative Agent will promptly pay to the
Issuing Banks and the Lenders their pro rata shares of any amounts received from the Parent
Borrower (or such Subsidiary) in respect of any such fees. Standby Letter of Credit fees
shall be computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).



          (g) Obligations Absolute. The obligation of the Parent Borrower (or the Subsidiary
that is jointly and severally liable with respect to the Letter of Credit in question) to reimburse
LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit, any application for the issuance of a Letter of Credit or this Agreement,
or any term or provision therein, (ii) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or
equitable discharge of, or provide a right of setoff against, the Parent Borrower’s (or such
Subsidiary’s) obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing
Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any payment or failure to
make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the applicable Issuing Bank.
Notwithstanding the foregoing, nothing in this Section 2.04(g) shall be construed to excuse such
Issuing Bank, the Lenders or the Administrative Agent from liability to the Parent Borrower (or
such Subsidiary) to the extent of any direct damages (as opposed to consequential damages, claims
in respect of which are hereby waived by the Parent Borrower (and such Subsidiary) to the extent
permitted by applicable law) suffered by the Parent Borrower



32









 




(or such Subsidiary) that are caused by (x) such Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof or (y) the gross negligence, bad faith or willful misconduct of such Issuing Bank,
the Lenders or the Administrative Agent as found by a final, non-appealable judgment of a court of
competent jurisdiction. The parties hereto expressly agree that, in the absence of gross
negligence, bad faith or willful misconduct on the part of an Issuing Bank (as finally determined
by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in
each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to
be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.




          (h) Disbursement Procedures. The applicable Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for payment under a
Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Parent
Borrower (and the Subsidiary that is jointly and severally liable with respect to the Letter of
Credit in question, if applicable) in writing (by hand delivery, telecopy or (pursuant to
procedures approved by the Administrative Agent) electronic transmission) of such demand for
payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not relieve the
Parent Borrower (or the Subsidiary that is jointly and severally liable with respect to the Letter
of Credit in question) of its obligation to reimburse such Issuing Bank and the Lenders with
respect to any such LC Disbursement.



          (i) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless
the Parent Borrower (or the Subsidiary that is jointly and severally liable with respect to the
Letter of Credit in question) shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, including by financing such payment obligation with an ABR Loan in accordance
with paragraph (e) of this Section (or, if such date is not a Business Day, on or prior to the next
Business Day), the unpaid amount thereof shall bear interest, for each day from and including the
date such LC Disbursement is made to but excluding the date that the Parent Borrower (or such
Subsidiary) reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans;
provided that, if the Parent Borrower (or such Subsidiary) fails to reimburse such LC
Disbursement when due (including by financing such payment obligation with an ABR Loan) pursuant to
paragraph (e) of this Section, then Section 2.11(d) shall apply; and provided,
further, that, in the case of an LC Disbursement made under an Alternative Currency Letter
of Credit, the amount of interest due with respect thereto shall accrue on the Dollar Equivalent,
calculated using the Exchange Rate at the time such LC Disbursement was made, of such LC
Disbursement. Interest accrued pursuant to this paragraph shall be for the account of the
applicable Issuing Bank, except that interest accrued on and after the date of payment by any
Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the
account of such Lender to the extent of such payment.



33









 





          (j) Replacement of any Issuing Bank. Any Issuing Bank may be replaced at any time by
written agreement among the Parent Borrower, the Administrative Agent, the replaced Issuing Bank
and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of such Issuing Bank. At the time any such replacement shall become effective, the
Parent Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank
pursuant to Section 2.04(f) and 2.10(b). From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and obligations of such
Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and
(ii) references herein to the term “Issuing Bank” shall be deemed to include a reference to such
successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as
the context shall require. After the replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to
such replacement, but shall not be required to issue additional Letters of Credit.



          (k) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the Parent Borrower receives notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the then total LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Parent Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in dollars and in cash equal to the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that (i) the portions of such amount attributable to
undrawn Alternative Currency Letters of Credit shall be deposited in the applicable Alternative
Currencies in the actual amounts of such undrawn Letters of Credit and (ii) the obligation to
deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Parent Borrower described in paragraph (h) or (i) of Article
VII. Each deposit pursuant to this paragraph shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Parent Borrower (and any
Subsidiary for whose account a Letter of Credit has been issued) under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment of such deposits,
which investments shall be made at the option and sole discretion of the Administrative Agent and
at the Parent Borrower’s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements
for which they have not been reimbursed (to be applied ratably among them according to the
respective aggregate amounts of the then unreimbursed LC Disbursements) and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of the Parent Borrower
(and each such Subsidiary) for the LC Exposure at such time or, if the maturity of the Loans has
been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than
50% of the then total LC Exposure), be applied to satisfy other obligations of the Parent Borrower
(and each such Subsidiary) under this Agreement. If the Parent Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of Default or, in
accordance with Section 2.09(c), the total Revolving Credit Exposure exceeding



34









 




105% of the total Commitments, such amount (to the extent not applied as aforesaid) shall be
returned to the Parent Borrower within three Business Days after all Events of Default have been
cured or waived or, as the case may be, the total Revolving Credit Exposure not exceeding the total
Commitments.




          (l) Additional Issuing Banks. The Parent Borrower may, at any time and from time to
time with the consent of the Administrative Agent (which consent shall not be unreasonably
withheld) and such Lender, designate one or more additional Lenders to act as an issuing bank under
the terms of this Agreement, provided that the total number of Issuing Banks at any time
shall not exceed four. Any Lender designated as Issuing Bank pursuant to this paragraph (l) shall
be deemed to be an “Issuing Bank” for the purposes of this Agreement (in addition to being a
Lender) with respect to Letters of Credit issued by such Lender.



          (m) Reporting. Unless the Administrative Agent otherwise agrees, each Issuing Bank
will report in writing to the Administrative Agent, with a copy to the Parent Borrower, (i) on the
first Business Day of each week and on the second Business Day to occur after the last day of each
March, June, September and December, and on such other dates as the Administrative Agent may
reasonably request, the daily activity during the preceding week, calendar quarter or other period,
as the case may be, with respect to Letters of Credit issued by it, including the aggregate
outstanding LC Exposure with respect to such Letters of Credit on each day during such week,
quarter or other period, in such form and detail as shall be satisfactory to the Administrative
Agent, (ii) on any Business Day on which the Parent Borrower fails to reimburse an LC Disbursement
required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount
of such LC Disbursement and (iii) such other information with respect to Letters of Credit issued
by such Issuing Bank as the Administrative Agent may reasonably request.



          Section 2.05 Funding of Borrowings. (a) Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
12:00 noon, New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans
available to the applicable Borrower by promptly crediting the amounts so received, in like funds,
to an account of the applicable Borrower maintained with the Administrative Agent and designated by
the Parent Borrower in the applicable Borrowing Request; provided that ABR Loans made to
finance the reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be remitted by
the Administrative Agent to the applicable Issuing Bank.



          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed time of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available at such time in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the applicable Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender agrees to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made



35









 




available to the applicable Borrower to but excluding the date of payment to the
Administrative Agent, at the greater of the applicable Overnight Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation. If such
Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing. If such Lender’s share of such Borrowing is not made
available to the Administrative Agent by such Lender within three Business Days after the date such
amount is made available to the applicable Borrower, the Administrative Agent shall promptly notify
the Parent Borrower and any other applicable Borrower of such failure and shall also be entitled to
recover such amount from the applicable Borrower, on demand, with interest thereon at the rate per
annum applicable to ABR Loans hereunder accruing from the date of such Borrowing. If the Parent
Borrower or the applicable Borrower shall pay to the Administrative Agent such corresponding
amount, the Parent Borrower and such applicable Borrower shall have no further obligations to such
Lender with respect to such amount.




          Section 2.06 Interest Elections. (a) Each Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Parent
Borrower (on its own behalf or on behalf of any other Borrower) may elect to convert such Borrowing
(i) in the case of a Eurocurrency Borrowing denominated in dollars, to an ABR Borrowing;
provided that a Eurocurrency Borrowing denominated in dollars requested by the Parent
Borrower on behalf of the Yen Borrower shall not be convertible, in whole or in part, to an ABR
Borrowing or (ii) in the case of an ABR Borrowing, to a Eurocurrency Borrowing denominated in
dollars or to continue such Borrowing in the same currency and, in the case of a Eurocurrency
Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Parent
Borrower (on behalf of itself or any other Borrower) may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.



          (b) To make an election pursuant to this Section, the Parent Borrower (on its own behalf or on
behalf of another Borrower) shall notify the Administrative Agent of such election by hand
delivery, telecopy or electronic transmission (pursuant to procedures approved by the
Administrative Agent) to the Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by the Parent Borrower by the time that a Borrowing
Request would be required under Section 2.03 if the Parent Borrower were requesting a Borrowing of
the Type resulting from such election to be made on the effective date of such election. Each such
Interest Election Request shall be irrevocable.



          (c) Each Interest Election Request shall specify the following information in compliance with
Section 2.02:




     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);



36









 






     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing; and




     (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an
Interest Period, then the Parent Borrower (on its own behalf or on behalf of another Borrower)
shall be deemed to have selected an Interest Period of one month’s duration.




          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.



          (e) If the Parent Borrower (on its own behalf or on behalf of another Borrower) fails to
deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing (i) if denominated in dollars, shall be
converted to an ABR Borrowing and (ii) if denominated in an Alternative Currency, shall be
converted to a one month Interest Period denominated in the same currency as the Eurocurrency
Borrowing being continued. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Parent Borrower, then, so long as such Event of Default is continuing (i)
no outstanding Borrowing denominated in dollars may be converted to or continued as a Eurocurrency
Borrowing and (ii) unless repaid, each Eurocurrency Borrowing denominated in dollars shall be
converted to an ABR Borrowing at the end of the Interest Period applicable thereto.



          Section 2.07 Termination and Reduction of Commitments. (a) Unless previously
terminated in accordance with this Agreement, the Commitments shall terminate on the Maturity Date.



          (b) The Parent Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that (i) each reduction of the Commitments shall be in an amount that
is an integral multiple of $100,000 and not less than $1,000,000, or, if less than $1,000,000, the
remaining amount of the total Commitments, and (ii) the Parent Borrower shall not terminate or
reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.09, the total Revolving Credit Exposures would exceed the total
Commitments.



          (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least two (2) Business Days prior to
the effective date of such termination or reduction, specifying such election and the effective
date thereof. Promptly following receipt of any notice, the



37









 




Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered
by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Commitments delivered by the Parent Borrower may state that such
notice is conditioned upon another event, such as the effectiveness of other credit facilities, in
which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent
on or prior to the specified effective date) if such condition is not satisfied. Any termination
or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be
made ratably among the Lenders in accordance with their respective Commitments.




          Section 2.08 Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Loan made to such Borrower on the Maturity Date.



          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such
Lender to such Borrower, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.



          (c) The Administrative Agent shall maintain a Register pursuant to Section 10.04(b)(iv) and an
account for each Lender in which it shall record (i) the amount of each Loan made hereunder, the
Type and currency thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender’s share thereof.



          (d) The entries made in the accounts and Register maintained pursuant to paragraph (b) or (c)
of this Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of any Borrower to repay the Loans in accordance with the terms of this Agreement.



          (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).



          Section 2.09 Prepayment of Loans. (a) Each Borrower shall have the right at any
time and from time to time to prepay voluntarily any Borrowing made to such Borrower in whole or in
part without premium or penalty, subject to prior notice in accordance with paragraph (b) of this
Section.



38









 





          (b) The Parent Borrower (on its own behalf or on behalf of any other Borrower) shall notify
the Administrative Agent in writing (by hand delivery, telecopy or (pursuant to procedures approved
by the Administrative Agent) electronic transmission) of any voluntary prepayment hereunder prior
to (i) in the case of ABR Loans, 11:00 a.m., New York City time, on such date of prepayment, (ii)
in the case of Eurocurrency Loans denominated in dollars, 12:00 noon, New York City time, on the
Business Day immediately preceding such date of prepayment, (iii) in the case of Eurocurrency Loans
denominated in Euros, 12:00 noon, New York City time, three Business Days prior to such date of
prepayment and (iv) in the case of Eurocurrency Loans denominated in any Alternative Currencies
other than Euros, 12:00 noon, New York City time, four Business Days prior to such date of
prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the
principal amount of each Borrowing or portion thereof to be prepaid and whether the prepayment is
of Eurocurrency Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the
amount allocable to each; provided that, if a notice of voluntary prepayment is given in
connection with a conditional notice of termination of the Commitments as contemplated by Section
2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.07. Promptly following receipt of any such notice the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial voluntary prepayment of any
Borrowing shall be in an aggregate principal amount of $500,000 or a multiple of $100,000 in excess
thereof (or the Dollar Equivalent thereof). Each voluntary prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing.



          (c) If on any Exchange Rate Date the Administrative Agent determines that the total Revolving
Credit Exposure exceeds 105% of the total Commitments, the Borrowers shall within three Business
Days after such date, prepay Loans and/or deposit cash collateral in an account with the
Administrative Agent established and maintained in accordance with Section 2.04(k) in an aggregate
amount such that, after deducting therefrom the amount so prepaid and/or so deposited in such
account, the total Revolving Credit Exposure does not exceed the total Commitments. The
Administrative Agent shall promptly release any collateral theretofore deposited with it pursuant
to this Section 2.09 to the extent that on any Exchange Rate Date the total Revolving Credit
Exposure does not exceed the total Commitments.



          (d) Prepayments shall be accompanied by accrued interest to the extent required by Section
2.11 and any amounts payable pursuant to Section 2.14.



          Section 2.10 Fees. (a) The Parent Borrower agrees to pay to the Administrative Agent
for the account of each Lender a commitment fee for the period from and including the Effective
Date to the last day of the Availability Period, computed at the Applicable Rate on the average
daily amount of the Available Commitment of such Lender during the period for which payment is
made. Commitment fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the fifth Business Day following such last day,
commencing on July 7, 2011; provided that all such fees shall be payable on the date on
which the Commitments terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).



39









 





          (b) The Parent Borrower agrees to pay to each Issuing Bank the fees agreed upon by the Parent
Borrower with such Issuing Bank with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. For the avoidance of doubt, in any case
where, in accordance with the second sentence of the definition of Issuing Bank, an Issuing Bank
arranges for one or more Letters of Credit to be issued by an Affiliate of such Issuing Bank, the
fees agreed upon by such Issuing Bank with the Parent Borrower shall be deemed to have been agreed
upon by such Affiliate unless the Parent Borrower and such Affiliate otherwise agree.



          (c) The Parent Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Parent Borrower and the
Administrative Agent.



          (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for
distribution, in the case of commitment fees and participation fees, to the Lenders. Except as may
be expressly agreed in writing between the Parent Borrower and the Administrative Agent with
respect to fees to the Administrative Agent, fees paid shall not be refundable under any
circumstances (other than in the case, and to the extent, of any overpayment thereof by the
applicable Borrower).



          Section 2.11 Interest; Eurocurrency Tranches. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate.



          (b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.



          (c) The interest rate for Loans denominated in Alternative Currencies shall be subject to
customary adjustments if and to the extent loans denominated in such Alternative Currencies are not
customarily priced on a LIBO Rate basis; provided, however that such adjustments
shall not apply to Loans denominated in Euros, Yen or Hong Kong Dollars.



          (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in
paragraph (a) of this Section.



          (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of all of the Commitments; provided that (i) interest
accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of
the Availability Period), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of



40









 




any conversion of any Eurocurrency Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.




          (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.



          Section 2.12 Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurocurrency Borrowing:




     (a) the Administrative Agent reasonably determines (which determination shall be
conclusive absent manifest error) that by reason of circumstances affecting the relevant
market adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period; or




     (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or
its Loan) included in such Borrowing for such Interest Period;


then the Administrative Agent shall give notice thereof to the Parent Borrower (on its own behalf
or on behalf of any other Borrower) and the Lenders by telephone or telecopy as promptly as
practicable thereafter and, until the Administrative Agent notifies the Parent Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurocurrency Borrowing shall be ineffective, (ii) if any Borrowing Request requests a
Eurocurrency Borrowing denominated in dollars, such Borrowing shall be made as an ABR Borrowing;
provided that (A) if the circumstances giving rise to such notice affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted and (B) if the circumstances
giving rise to such notice affect only one currency, then Borrowings in other permitted currencies
shall be permitted. The Administrative Agent agrees to give prompt notice to the Parent Borrower
when the circumstances that gave rise to a notice under this Section 2.12 no longer exist.




          Section 2.13 Increased Costs. (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any
Issuing Bank;



41









 






     (ii) impose on any Lender or any Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter
of Credit or participation therein; or




     (iii) shall subject the Administrative Agent, any Lender or the Issuing Bank to any
Taxes (other than (A) Indemnified Taxes indemnified under Section 2.15, (B) Excluded Taxes
or (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


and the result of any of the foregoing shall be to increase the cost to such Lender (or in the case
of (iii) to such Administrative Agent, Lender or Issuing Bank) of making or maintaining any
Eurocurrency Loan (or of maintaining its obligation to make such Loan) or to increase the cost to
the Administrative Agent, such Lender or such Issuing Bank of participating in, issuing or
maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the
Administrative Agent, such Lender or such Issuing Bank hereunder (whether of principal, interest or
otherwise), then the Parent Borrower will pay to the Administrative Agent, such Lender or such
Issuing Bank, as the case may be, such additional amount or amounts as will compensate the
Administrative Agent, such Lender or such Issuing Bank, as the case may be, for such additional
costs incurred or reduction suffered.




          (b) If any Lender or any Issuing Bank reasonably determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return on such Lender’s
or such Issuing Bank’s capital (or on the capital of any corporation controlling such Lender or
such Issuing Bank) as a consequence of this Agreement or the Loans made by, or participations in
Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender or such controlling corporation could have achieved but for such
Change in Law (taking into consideration such Lender’s or such Issuing Bank’s or such controlling
corporation’s policies with respect to capital adequacy), then from time to time the Parent
Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or such Issuing Bank or such controlling corporation for
any such reduction suffered.



          (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary
to compensate such Lender or such Issuing Bank, as the case may be, as specified in paragraph (a),
(b) or (e) of this Section, containing (i) a reasonably detailed explanation of the basis on which
such amount or amounts were calculated and the Change in Law by reason of which it has become
entitled to be so compensated and (ii) confirmation of the matters set forth in the last sentence
of Section 2.13(d), shall be delivered to the Parent Borrower and shall be conclusive absent
manifest error. No Lender or Issuing Bank shall be entitled to the benefits of this Section 2.13
unless such Lender or Issuing Bank shall have complied with the requirements of this Section 2.13.
The Parent Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount
shown as due on any such certificate within 10 days after receipt thereof.



          (d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or such



42









 




Issuing Bank’s right to demand such compensation; provided that the Parent Borrower
shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any
increased costs or reductions incurred more than 90 days prior to the date that such Lender or such
Issuing Bank, as the case may be, notifies the Parent Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the 90-day period referred to above shall
be extended to include the period of retroactive effect thereof. Notwithstanding any other
provision of this Section 2.13, no Lender or Issuing Bank shall demand compensation for any
increased costs or reduction referred to above in this Section if it shall not then be the general
policy of such Lender to demand such compensation in similar circumstances from comparable
borrowers under comparable provisions of other credit agreements, if any (it being understood, for
the avoidance of doubt, that a waiver by any Lender or Issuing Bank in any given case of its right
to demand such compensation from any given borrower shall not, in and of itself, be deemed to
constitute a change in the general policy of such Lender).




          (e) If the cost to any Lender of making or maintaining any Loan to a Subsidiary Borrower that
is a Foreign Subsidiary is increased (or the amount of any sum received or receivable by any Lender
or its lending office is reduced) by an amount deemed by such Lender to be material, by reason of
the fact that such Subsidiary Borrower is a Foreign Subsidiary, such Subsidiary Borrower shall
indemnify such Lender for such increased cost or reduction within fifteen (15) days after demand by
such Lender (with a copy to the Administrative Agent), which such Lender shall make within ninety
(90) days from the day such Lender has notice of such increased cost or reduction.



          Section 2.14 Break Funding Payments. In the event of (a) the payment of any principal
of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan into an
ABR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(b)
and is revoked in accordance therewith), or (d) the assignment of any Eurocurrency Loan other than
on the last day of the Interest Period applicable thereto as a result of a request by the Parent
Borrower pursuant to Section 2.17, then, in any such event, the applicable Borrower shall
compensate each Lender for the loss and reasonable cost and expense attributable to such event
(excluding loss of margin). In the case of a Eurocurrency Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount reasonably determined by such Lender to be the excess,
if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such Lender would bid
were it to bid, at the commencement of such period, for deposits in the applicable currency of a
comparable amount and period from other banks in the applicable eurocurrency market. A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant
to this Section, containing a reasonably



43









 




detailed calculation of such amounts, shall be delivered to the Parent Borrower and shall be
conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown
as due on any such certificate within 10 days after receipt thereof. No Lender or Issuing Bank
shall be entitled to the benefits of this Section 2.14 unless such Lender or Issuing Bank shall
have complied with the requirements of this Section 2.14.




          Section 2.15 Taxes. (a) Any and all payments by or on account of any obligation of
any Loan Party under any Loan Document shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if any Loan Party shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative Agent, Lender or the
relevant Issuing Bank (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the applicable Loan Party shall make such
deductions and (iii) the applicable Loan Party shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.



          (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.



          (c) Each Loan Party shall indemnify the Administrative Agent, each Lender and any Issuing
Bank, as promptly as possible but in any event within 30 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such
Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account
of any obligation of such Loan Party under any Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability,
together with, to the extent available, a certified copy of a receipt issued by such Governmental
Authority evidencing such payment or other evidence of such payment reasonably satisfactory to such
Loan Party, delivered to such Loan Party as soon as practicable after any such payment by a Lender
or any Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or
any Issuing Bank, shall be conclusive absent manifest error.



          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan
Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.



          (e) Each Lender (which includes, for purposes of this paragraph, an Issuing Bank) that is a
“United States Person” as defined in Section 7701(a)(30) of the Code shall deliver to the Parent
Borrower and the Administrative Agent on or before the date on which it becomes a party to this
Agreement two properly completed and duly signed copies of U.S. Internal Revenue




44












 




Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S.
federal withholding tax. Each Lender (which includes, for purposes of this paragraph, an Issuing
Bank) that is not a “United States Person” as defined in Section 7701(a)(30) of the Code (a
“Non-U.S. Lender”) shall deliver to the Parent Borrower and the Administrative Agent (or,
in the case of a Participant, to the Lender from which the related participation shall have been
purchased) (i) two copies of U.S. Internal Revenue Service (“IRS”) Form W-8BEN, Form W-8ECI
or Form W-8IMY (together with any applicable underlying IRS forms), (ii) in the case of a Non-U.S.
Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the
Code with respect to payments of “portfolio interest”, a statement substantially in the form of
Exhibit E and the applicable IRS Form W-8, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender establishing complete
exemption from U.S. federal withholding tax on payments under this Agreement and the other Loan
Documents, or (iii) any other form prescribed by applicable requirements of U.S. federal income tax
law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by applicable
requirements of law to permit the Parent Borrower and the Administrative Agent to determine the
withholding or deduction required to be made. Such forms shall be delivered by each Non-U.S.
Lender on or before the date it becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the related participation) and from
time to time thereafter upon the request of the Parent Borrower or the Administrative Agent. In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall
promptly notify the Parent Borrower and the Administrative Agent at any time it determines that it
is no longer in a position to provide any previously delivered certificate to any Borrower (or any
other form of certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this Section, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this Section that such Non-U.S. Lender is not legally able to deliver.




          (f) A Lender that is entitled to an exemption from or a reduction of non-U.S. withholding tax
under the law of a jurisdiction in which a Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower or Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate; provided that such Lender is legally entitled to complete,
execute and deliver such documentation and in such Lender’s judgment such completion, execution or
submission would not materially prejudice the legal position of such Lender.



          (g) Each Lender shall indemnify the Administrative Agent for the full amount of any Taxes
imposed by any Governmental Authority that are attributable to such Lender and that are payable or
paid by the Administrative Agent, together with all interest, penalties, reasonable costs and
expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in
good faith. A certificate as to the amount of such payment or liability delivered to any Lender by
the Administrative Agent shall be conclusive absent manifest error.



45









 





          (h) If the Administrative Agent, a Lender or an Issuing Bank determines that it has received a
refund which, in the good faith judgment of the Administrative Agent, such Lender or such Issuing
Bank, as the case may be, is allocable to any Indemnified Taxes or Other Taxes as to which it has
been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts
pursuant to this Section 2.15, it shall promptly pay over such refund to such Loan Party (but only
to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this
Section 2.15 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net
of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender or such Issuing
Bank and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided, that such Loan Party, upon the request of the
Administrative Agent or such Lender or such Issuing Bank, agrees to repay the amount paid over to
such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority attributable to such amount (including the reasonable out-of-pocket expenses described
above of the Administrative Agent or such Lender or such Issuing Bank)) to the Administrative Agent
or such Lender or such Issuing Bank in the event the Administrative Agent or such Lender or such
Issuing Bank is required to repay such refund to such Governmental Authority. This Section shall
not be construed to require the Administrative Agent or any Lender or an Issuing Bank to make
available its tax returns (or any other information relating to its taxes which it deems
confidential) to any Loan Party or any other Person.



          Section 2.16 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each
Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.13, 2.14
or 2.15, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such time
on any date may, in the discretion of the Administrative Agent or an Issuing Bank, as applicable,
be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at its offices at
270 Park Avenue, New York, New York, except payments to be made directly to an Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.13, 2.14, 2.15 and 10.03
shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute
any such payments received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars except (i) payments of principal of and
interest on any Alternative Currency Loan shall be paid in the applicable currency and (ii) as
provided in Section 2.04(k).



          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest, fees,
expenses and other amounts then due hereunder, such funds shall be applied (i) first, towards
payment of interest, fees, expenses and other amounts then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest, fees, expenses and other amounts then
due to such parties, and (ii) second, towards payment of principal and



46









 




unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such
parties.




          (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in
LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC
Disbursements of other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC Disbursements; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to
the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by any Borrower pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
to any assignee or participant, other than to the applicable Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower
consents to the foregoing and agrees, to the extent it may effectively do so under applicable law,
that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise
against such Borrower rights of set-off and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of such
participation.



          (d) Unless the Administrative Agent shall have received notice from a Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or an
Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may
assume that such Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be,
the amount due. In such event, if such Borrower has not in fact made such payment, then each of
the Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing
Bank with interest thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the greater of the
Overnight Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.



          (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04(d) or (e), 2.05(b) or 2.16(d), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid.



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          (f) In order to expedite the transactions contemplated by this Agreement, each Subsidiary
Borrower hereby appoints the Parent Borrower to act as agent on behalf of such Subsidiary Borrower
for the purpose of (i) giving any notices or requests contemplated to be given by such Subsidiary
Borrower pursuant to this Agreement, including, without limitation, Borrowing Requests, prepayment
notices and Interest Election Requests and (ii) paying on behalf of such Subsidiary Borrower any
Subsidiary Obligations owing by such Subsidiary Borrower; provided, that each Subsidiary
Borrower shall retain the right, in its discretion, to give directly any or all of such notices or
requests or to make directly any or all of such payments.



          (g) The obligations of each Borrower under this Agreement are several although the Subsidiary
Obligations are guaranteed by the Parent Borrower under Article IX.



          Section 2.17 Mitigation Obligations; Replacement of Lenders. (a) If any Lender
(including any Issuing Bank) requests compensation under Section 2.13, or if any Borrower is
required to pay any additional amount to any Lender (including any Issuing Bank) or any
Governmental Authority for the account of any Lender (including any Issuing Bank) pursuant to
Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans (or interests in Letters of Credit) hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender (including any Issuing Bank), such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
future and (ii) would not subject such Lender (including any Issuing Bank) to any material
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (including
any Issuing Bank).



          (b) If (i) any Lender (including any Issuing Bank) requests compensation under Section 2.13,
(ii) any Borrower is required to pay any additional amount to any Lender (including any Issuing
Bank) or any Governmental Authority for the account of any Lender (including any Issuing Bank)
pursuant to Section 2.15, (iii) any Lender is a Defaulting Lender or (iv) any Lender does not
consent to any proposed amendment, supplement, modification, consent or waiver of any provision of
this Agreement or any other Loan Document that requires the consent of each of the Lenders or each
of the Lenders affected thereby (so long as the consent of the Required Lenders (with the
percentage in such definition being deemed to be 66 2/3% for this purpose) has been obtained), then
the Parent Borrower may, at its sole expense (in the case of clauses (i), (ii) and (iv) of this
Section 2.17(b) only), upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 10.04, provided that the Parent Borrower shall be required to pay the
processing and recordation fee referred to in Section 10.04(b)(ii)(C)), all its interests, rights
and obligations under this Agreement to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the
Parent Borrower shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in LC Disbursements,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrowers (in the case of all other amounts) (and, if such Lender is an Issuing Bank, all Letters
of Credit issued by it shall have been cancelled or other



48









 




arrangements reasonably satisfactory to such Issuing Bank shall have been made with respect to
such Letters of Credit), (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such
assignment will result in a reduction in such compensation or payments and (iv) in the case of an
assignment pursuant to clause (iv) above, no Default shall have occurred and be continuing. A
Lender (including any Issuing Bank) shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Parent Borrower to require such assignment and delegation cease to
apply. No such assignment shall be deemed to be a waiver of any rights which any Borrower, the
Administrative Agent or any other Lender shall have against the replaced Lender.




          Section 2.18 Change in Law. If (a) any Change in Law shall make it unlawful for any
Issuing Bank to issue Letters of Credit denominated in an Alternative Currency or (b) there shall
have occurred any change in national or international financial, political or economic conditions
(including the imposition of or any change in exchange controls) or currency exchange rates that
would make it impracticable for any Issuing Bank to issue Letters of Credit denominated in such
Alternative Currency, then by prompt written notice thereof to the Parent Borrower and to the
Administrative Agent (which notice shall promptly be withdrawn whenever such circumstances no
longer exist), such Issuing Bank may declare that Letters of Credit will not thereafter be issued
by it in the affected Alternative Currency or Alternative Currencies, whereupon the affected
Alternative Currency or Alternative Currencies shall be deemed (until such notice is withdrawn) not
to constitute an Alternative Currency for purposes of the issuance of Letters of Credit by such
Issuing Bank.



          Section 2.19 Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender:



          (a) fees shall cease to accrue on the unfunded portion of the Available Commitment of such
Defaulting Lender pursuant to Section 2.10(a);



          (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether the Required Lenders have taken or may take any action hereunder
(including any consent to any amendment, waiver or other modification pursuant to Section 10.02);
provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an
amendment, waiver or other modification requiring the consent of each Lender or each Lender
affected thereby;



          (c) if any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:




     (i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Commitments but only to
the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such
Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’
Commitments;



49









 






     (ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Parent Borrower shall within one Business Day following notice by the
Administrative Agent cash collateralize for the benefit of the Issuing Bank only such
Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving
effect to any partial reallocation pursuant to clause (i) above) in accordance with the
procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding;




     (iii) if the Parent Borrower cash collateralizes any portion of such Defaulting
Lender’s LC Exposure pursuant to clause (ii) above, the Parent Borrower shall not be
required to pay any fees to such Defaulting Lender pursuant to Section 2.04(f) with respect
to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC
Exposure is cash collateralized;




     (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause
(i) above, then the fees payable to the Lenders pursuant to Sections 2.10(a) and 2.04(f)
shall be adjusted in accordance with such non-Defaulting Lenders’ Commitment; and




     (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither
reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without
prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all
fees payable under Section 2.04(f) with respect to such Defaulting Lender’s LC Exposure
shall be payable to the applicable Issuing Bank until and to the extent that such LC
Exposure is reallocated and/or cash collateralized; and



          (d) so long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue,
amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the
Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the applicable Borrower in
accordance with Section 2.19(c), and participating interests in any newly issued or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with
Section 2.19(c)(i) (and such Defaulting Lender shall not participate therein).



          If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the
date hereof and for so long as such event shall continue or (ii) the Issuing Bank has a good faith
belief that any Lender has defaulted in fulfilling its obligations under one or more other
agreements in which such Lender commits to extend credit, the Issuing Bank shall not be required to
issue, amend or increase any Letter of Credit, unless the Issuing Bank, as the case may be, shall
have entered into arrangements with the Parent Borrower or such Lender, satisfactory to the Issuing
Bank to defease any risk to it in respect of such Lender hereunder.



          In the event that the Administrative Agent, the Parent Borrower and the Issuing Bank each
agrees, acting in good faith and a commercially reasonable manner, that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC
Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s



50









 




Commitment and on such date such Lender shall purchase at par such of the Loans of the other
Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to
hold such Loans in accordance with its Commitment.




ARTICLE III




Representations and Warranties



          The Parent Borrower represents and warrants and each Subsidiary Borrower represents and
warrants (to the extent specifically applicable to such Subsidiary Borrower) to the Lenders that:



          Section 3.01 Organization; Powers. Each of the Borrowers, the Guarantors and the
Parent Borrower’s Significant Subsidiaries (as defined in Regulation S-X, part 210.1-02 of Title 17
of the Code of Federal Regulations) is duly organized, validly existing and in good standing (or,
if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of any
jurisdiction of organization outside the United States of America) under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry on its business as
now conducted and, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and
is in good standing in, every jurisdiction where such qualification is required.



          Section 3.02 Authorization; Enforceability. The Transactions are within each Loan
Party’s corporate powers and have been duly authorized by all necessary corporate and, if required,
stockholder action. Each Loan Document has been duly executed and delivered by each Loan Party
which is a party thereto and constitutes a legal, valid and binding obligation of such Loan Party,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, liquidation, reconstruction, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.



          Section 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect,
(b) will not violate any applicable law or regulation or the charter, by-laws or other
organizational documents of Parent Borrower or any of its Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under any indenture or any
material agreement or other material instrument binding upon Parent Borrower or any of its
Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by
Parent Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition
of any Lien on any asset of Parent Borrower or any of its Subsidiaries.



          Section 3.04 Financial Condition; No Material Adverse Change. (a) The Parent
Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of
income, stockholders equity and cash flows (i) as of and for the Fiscal Year ended April 3, 2010,
reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the Fiscal
Quarter and the portion of the Fiscal Year ended January 1, 2011, certified by



51









 




its chief financial officer. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the Parent Borrower
and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.




          (b) Since April 3, 2010, there has been no material adverse change in the business,
operations, property or condition (financial or otherwise) of the Parent Borrower and its
Subsidiaries, taken as a whole.



          Section 3.05 Properties. (a) Each of the Parent Borrower and its Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal property material to the
operation of its business, except for minor defects in title that do not interfere with its ability
to conduct its business as currently conducted or to utilize such properties for their intended
purposes or such other defects as, in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.



          (b) Each of the Parent Borrower and its Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property material to its
business as currently conducted, and the use thereof by the Parent Borrower and its Subsidiaries
does not infringe upon the rights of any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.



          Section 3.06 Litigation and Environmental Matters. (a) There are no actions, suits
or proceedings by or before any arbitrator or Governmental Authority pending against or, to the
knowledge of any Borrower, threatened against or affecting Parent Borrower or any of its
Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect (except for litigation disclosed prior to February 2, 2011 in reports
publicly filed by the Parent Borrower under the Securities Exchange Act of 1934, as amended) or
(ii) that involve this Agreement or the Transactions.



          (b) Except with respect to any matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the Parent Borrower nor any
of its Subsidiaries (i) has failed to comply with any Environmental Laws or to obtain, maintain or
comply with any permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.



52









 





          Section 3.07 Compliance with Laws and Agreements. (a) Each of the Parent Borrower
and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental
Authority applicable to it or its property and all indentures, agreements and other instruments
binding upon it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.



          (b) Neither the Parent Borrower or its Subsidiaries is currently subject to any U.S. sanctions
administered by the OFAC; and the Parent Borrower and its Subsidiaries will not directly or
indirectly use the proceeds of the transaction, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose
of financing the activities of any person currently subject to any U.S. sanctions administered by
OFAC or for the purpose of financing any activity that is prohibited as to U.S. persons under U.S.
sanctions administered by OFAC.



          Section 3.08 Investment Company Status. Neither the Parent Borrower nor any of its
Subsidiaries is required to be registered as an “investment company” as defined in the Investment
Company Act of 1940, as amended.



          Section 3.09 Taxes. Each of the Parent Borrower and its Subsidiaries has timely filed
or caused to be filed all Tax returns and reports required to have been filed and has paid or
caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which the Parent Borrower or such
Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by
GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.



          Section 3.10 ERISA. (i) Except as could not reasonably be expected to result in a
Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA and the
provisions of the Code relating to Plans and the regulations and published interpretations
thereunder, and each Foreign Plan is in compliance with applicable non-United States law and
regulations thereunder, and (ii) no ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect. The
present value of all accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Accounting Standards Codification No. 715: Compensation-Retirement Benefits) did
not, as of the date of the most recent financial statements reflecting such amounts, exceed by more
than $10,000,000 the fair market value of the assets of such Plan, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Accounting Standards Codification No. 715: Compensation-Retirement Benefits) did not,
as of the date of the most recent financial statements reflecting such amounts, exceed by more than
$10,000,000 the fair market value of the assets of all such underfunded Plans.



          Section 3.11 Disclosure. All of the reports, financial statements and certificates
furnished by or on behalf of any Borrower to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement or hereafter delivered hereunder or reports



53









 




filed pursuant to the Securities Exchange Act of 1934, as amended (as modified or supplemented
by other information so furnished prior to the date on which this representation and warranty is
made or deemed made) do not contain any material misstatement of fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial information,
the Parent Borrower and the Subsidiary Borrowers represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time.




          Section 3.12 Subsidiary Guarantors. Set forth on Schedule 3.12 is a list of each
Subsidiary which, in accordance with Section 4.01(b), is required to be a Guarantor under the
Guarantee Agreement on the Effective Date.



ARTICLE IV




Conditions



          Section 4.01 Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 10.02):




     (a) The Administrative Agent (or its counsel) shall have received from each party
hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii)
written evidence reasonably satisfactory to the Administrative Agent (which may include
telecopy or electronic transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement.




     (b) The Administrative Agent shall have received the Guarantee Agreement executed and
delivered by (i) each Domestic Subsidiary which is a guarantor under the Existing Credit
Agreement and (ii) each Domestic Subsidiary, if any, which, as of the Effective Date, is a
Significant Subsidiary (as defined in Regulation S-X, part 210.1-02 of Title 17 of the Code
of Federal Regulations) and which is not a guarantor under the Existing Credit Agreement.




     (c) The Administrative Agent shall have received evidence, in form and substance
reasonably satisfactory to it that all obligations of the Parent Borrower under the Existing
Credit Agreement (other than the indemnity and other obligations (including obligations in
relation to the letters of credit identified on Schedule 2.04) that expressly survive the
termination thereof) shall have been paid in full, and all commitments of the Lenders to
extend credit thereunder shall have been terminated.




     (d) The Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of Kelley Drye &
Warren LLP, counsel for the Loan Parties, substantially in the form of Exhibit B. The
Borrowers hereby request Kelley Drye & Warren LLP to deliver the opinion provided for in the
preceding sentence.



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     (e) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization,
existence and good standing of the Loan Parties, the authorization of the Transactions by
the Loan Parties and any other legal matters relating to the Loan Parties, this Agreement or
the Transactions, all in form and substance reasonably satisfactory to the Administrative
Agent and its counsel.




     (f) The Administrative Agent shall have received a certificate, dated the Effective
Date and signed by the President, a Vice President or a Financial Officer of the Parent
Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of
Section 4.02.




     (g) The Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced at least one
Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Parent Borrower hereunder.




     The Administrative Agent shall notify the Parent Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding the
foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue
Letters of Credit hereunder shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 10.02) at or prior to 3:00 p.m., New
York City time, on March 31, 2011 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).



          Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, but excluding a conversion of all or a portion of a Borrowing from one
Type to the other or a continuation of all or a portion of a Borrowing of the same Type pursuant to
Section 2.06, and of each Issuing Bank to issue, increase, renew or extend any Letter of Credit, is
subject to the satisfaction of the following conditions:




     (a) The representations and warranties made by any Loan Party in or pursuant to the
Loan Documents shall be true and correct in all material respects on and as of the date of
such Borrowing or the date of issuance, increase, renewal or extension of such Letter of
Credit, as applicable (other than such representations as are made as of a specific earlier
date, in which case such representations and warranties shall be true and correct in all
material respects as of such earlier date); provided, however, that if the
proceeds of such Loan are being used to refinance maturing commercial paper issued by the
Parent Borrower, then the representations and warranties in Sections 3.04(b) and 3.06(a)
shall not apply.




     (b) At the time of and immediately after giving effect to such Borrowing or the
issuance, increase, renewal or extension of such Letter of Credit, as applicable, no Default
shall have occurred and be continuing.



55









 




Each Borrowing and each issuance, increase, renewal or extension of a Letter of Credit shall be
deemed to constitute a representation and warranty by the applicable Borrower on the date thereof
as to the matters specified in paragraphs (a) and (b) of this Section.




          Section 4.03 Additional Condition to Initial Borrowing by Subsidiary Borrowers. The
obligations of the Lenders to make the initial Loan to a particular Subsidiary Borrower shall not
become effective, with respect to such Subsidiary Borrower, until the date on which the
Administrative Agent shall have received a favorable written opinion (addressed to the
Administrative Agent and the Lenders) of non-U.S. counsel for such Subsidiary Borrower in form and
substance customary and typical for such opinion and reasonably satisfactory to the Administrative
Agent.



ARTICLE V




Affirmative Covenants



          Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Parent
Borrower covenants and agrees with the Lenders that:



          Section 5.01 Financial Statements; Ratings Change and Other Information. The Parent
Borrower will furnish to each Lender through the Administrative Agent:




     (a) within 90 days after the end of each Fiscal Year, the Parent Borrower’s audited
consolidated balance sheet and related statements of operations, stockholders’ equity and
cash flows as of the end of and for such Fiscal Year, setting forth in each case in
comparative form the figures for the previous Fiscal Year, all reported on by Ernst & Young
LLP or other independent public accountants of recognized national standing (without a
“going concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and results of
operations of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied; provided, however, that, so
long as the Parent Borrower is required to file reports under Section 13 of the Securities
and Exchange Act of 1934, as amended, the requirements of this paragraph shall be deemed
satisfied by the delivery of, the Annual Report of the Parent Borrower on Form 10-K (or any
successor form as prescribed by the Securities and Exchange Commission) for such Fiscal
Year, signed by the duly authorized officer or officers of the Parent Borrower;




     (b) within 60 days after the end of each of the first three Fiscal Quarters, the Parent
Borrower’s consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed
portion of the Fiscal Year, setting forth in each case in comparative form the figures for
the corresponding period or periods of (or, in the case of the balance sheet, as of the end
of) the previous Fiscal Year, all certified by one of its Financial Officers as



56









 






presenting fairly in all material respects the financial condition and results of
operations of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes; provided, however, that, so long as the Parent
Borrower is required to file reports under Section 13 of the Securities and Exchange Act of
1934, as amended, the requirements of this paragraph shall be deemed satisfied by the
delivery of the Quarterly Report of the Parent Borrower on Form 10-Q (or any successor form
as prescribed by the Securities and Exchange Commission) for the relevant Fiscal Quarter,
signed by the duly authorized officer or officers of the Parent Borrower.




     (c) concurrently with any delivery of financial statements under clause (a) or (b)
above, a certificate of a Financial Officer of the Parent Borrower (i) stating that he or
she has obtained no knowledge that a Default has occurred (except as set forth in such
certificate), (ii) if a Default has occurred, specifying the details thereof and any action
taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed
calculations demonstrating compliance with Section 6.07; and (iv) stating whether any change
in GAAP or in the application thereof has occurred since the date of the audited financial
statements referred to in Section 3.04 which has had an effect on such financial statements
and, if any such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;




     (d) concurrently with any delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements stating
whether they obtained knowledge during the course of their examination of such financial
statements of any Default (which certificate may be limited to the extent required by
accounting rules or guidelines);




     (e) promptly after the same become publicly available, copies of all other periodic and
other reports, proxy statements and other materials filed by the Parent Borrower or any
Subsidiary with the Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all of the functions of said Commission, or with any national
securities exchange, or distributed by the Parent Borrower to its shareholders generally, as
the case may be;




     (f) promptly after the Parent Borrower shall have received notice that Moody’s or S&P
has announced a change in the rating established or deemed to have been established for the
Index Debt, written notice of such rating change; and




     (g) promptly following any request therefor, such other information regarding the
business affairs or financial position of the Parent Borrower or any Subsidiary, or
compliance with the terms of this Agreement, as the Administrative Agent on behalf of any
Lender may reasonably request.



          Section 5.02 Notices of Material Events. The Parent Borrower will furnish to the
Lenders through the Administrative Agent prompt written notice of the following after the Parent
Borrower shall have obtained knowledge thereof:



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     (a) the occurrence of any Default;




     (b) the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Parent Borrower or any
Affiliate thereof that, if adversely determined, could reasonably be expected to result in a
Material Adverse Effect;




     (c) the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability of any Loan
Party or any of its ERISA Affiliates in an aggregate amount exceeding $10,000,000; and




     (d) any other development that results in, or could reasonably be expected to result
in, a Material Adverse Effect.


Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Parent Borrower setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect
thereto.




          Section 5.03 Existence; Conduct of Business. The Parent Borrower will, and will cause
each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of its business except, in each case (other than the case of the
foregoing requirements insofar as they relate to the legal existence of the Borrowers and the
Guarantors), to the extent that failure to do so could not reasonably be expected to result in a
Material Adverse Effect; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.04.



          Section 5.04 Payment of Obligations. The Parent Borrower will, and will cause each of
its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could
reasonably be expected to result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) the Parent Borrower or such Subsidiary has set aside on
its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to
make payment pending such contest could not reasonably be expected to result in a Material Adverse
Effect.



          Section 5.05 Maintenance of Properties; Insurance. Except where the failure to do so
could not reasonably be expected to result in a Material Adverse Effect, the Parent Borrower will,
and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the
conduct of its business in good working order and condition, ordinary wear and tear excepted and
except for surplus and obsolete properties, and (b) maintain, with financially sound and reputable
insurance companies, insurance on such of its property and in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar businesses operating in
the same or similar locations.



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          Section 5.06 Books and Records; Inspection Rights. The Parent Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in which entries in
conformity in all material respects with all applicable laws, rules and regulations of any
Governmental Authority are made of all dealings and transactions in relation to its business and
activities. The Parent Borrower will, and will cause each of its Subsidiaries to, on an annual
basis at the request of the Administrative Agent (or at any time after the occurrence and during
the continuance of a Default), permit any representatives designated by the Administrative Agent or
any Lender (at such Lender’s expense), upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records (other than materials protected
by the attorney-client privilege and materials which the Parent Borrower or such Subsidiary, as
applicable, may not disclose without violation of a confidentiality obligation binding upon it),
and to discuss its affairs, finances and condition with its officers and independent accountants,
so long as afforded opportunity to be present, all during reasonable business hours. It is
understood that so long as no Event of Default has occurred and is continuing, such visits and
inspections shall be coordinated through the Administrative Agent.



          Section 5.07 Compliance with Laws. The Parent Borrower will, and will cause each of
its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect.



          Section 5.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans will be
used only to finance the working capital needs, capital expenditures, Permitted Acquisitions,
Investments permitted under Section 6.05 and general corporate purposes of the Parent Borrower and
its Subsidiaries (including the initiation and maintenance of a commercial paper program, the
refinancing of commercial paper and the refinancing of the Existing Credit Agreement). No part of
the proceeds of any Loan will be used, whether directly or indirectly, for the purpose of
purchasing or carrying, or to extend credit to others for the purpose of purchasing or carrying any
“margin stock” as defined in Regulation T, U or X of the Board or for any other purpose that
entails a violation of any such regulations. The Commercial Letters of Credit shall be used solely
to finance purchases of goods by the Parent Borrower and its Subsidiaries in the ordinary course of
their business, and the Standby Letters of Credit shall be used solely for the purposes described
in the definition of such term in Section 1.01.



          Section 5.09 Guarantee Agreement Supplement. Each Domestic Subsidiary that becomes a
Significant Subsidiary subsequent to the Effective Date shall promptly (and in any event within 60
days of becoming a Significant Subsidiary) execute and deliver to the Administrative Agent (with a
counterpart for each Lender) a supplement to the Guarantee Agreement pursuant to which such
Subsidiary shall become a party thereto as a Guarantor, together with such other documents and
legal opinions with respect thereto as the Administrative Agent shall reasonably request (which
documents and opinions shall be in form and substance reasonably satisfactory to the Administrative
Agent).



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ARTICLE VI




Negative Covenants



          Until the Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired
or terminated and all LC Disbursements shall have been reimbursed, the Parent Borrower covenants
and agrees with the Lenders that:



          Section 6.01 Indebtedness. The Parent Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:




     (a) Indebtedness created hereunder and under the other Loan Documents;




     (b) Indebtedness existing on the Effective Date and set forth in Schedule 6.01 and
extensions, renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof or shorten the final maturity or weighted average life
to maturity thereof;




     (c) Indebtedness of the Parent Borrower to any Subsidiary and of any Subsidiary to the
Parent Borrower or any other Subsidiary;




     (d) Guarantees by the Parent Borrower of Indebtedness of any Subsidiary and by any
Subsidiary of Indebtedness of the Parent Borrower or any other Subsidiary;




     (e) Indebtedness of the Parent Borrower or any Subsidiary incurred to finance the
acquisition, construction or improvement of any real property, fixed or capital assets,
including Capital Lease Obligations, and extensions, renewals and replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof; provided
that such Indebtedness is incurred no more than 90 days prior to or within 90 days after
such acquisition or the completion of such construction or improvement;




     (f) Indebtedness acquired or assumed in Permitted Acquisitions and extensions, renewals
and replacements of any such indebtedness that do not increase the outstanding principal
amount thereof or shorten the final maturity or weighted average life to maturity thereof or
have different obligors;




     (g) Priority Indebtedness (excluding any Indebtedness permitted by Sections 6.01(e) and
(f)) in an aggregate principal amount at any one time outstanding not to exceed 10% of the
Parent Borrower’s then Consolidated Net Worth;




     (h) Unsecured Indebtedness (excluding any Indebtedness permitted by Section 6.01(f)),
not otherwise permitted by this Section, of any Borrower or any Subsidiary which is a
Guarantor so long as (i) on a pro forma basis after giving effect to the incurrence of such
Indebtedness, the ratio of (x) Adjusted Debt then outstanding to (y) Consolidated EBITDAR
for the then most recently ended period of four consecutive Fiscal Quarters for which
financial statements shall have been delivered to the Lenders pursuant to Section 5.01 is
not greater than 3.75 to 1.00; and



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          (i) Indebtedness under Swap Agreements not entered into for speculative purposes.



          For purposes of this subsection 6.01, any Person becoming a Subsidiary of the Parent Borrower
after the date of this Agreement shall be deemed to have incurred all of its then outstanding
Indebtedness at the time it becomes a Subsidiary, and any Indebtedness assumed by the Parent
Borrower or any of its Subsidiaries shall be deemed to have been incurred on the date of
assumption.



          Section 6.02 Liens. The Parent Borrower will not, and will not permit any Subsidiary
to, create, incur, assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable)
or rights in respect of any thereof, except:




     (a) Permitted Encumbrances;




     (b) Liens existing on the Effective Date and set forth on Schedule 6.02;




     (c) any Lien on any property or asset of the Parent Borrower or any Subsidiary securing
Indebtedness permitted by Section 6.01(e) incurred to acquire, construct or improve such
property or asset;




     (d) Liens solely constituting the right of any other Person to a share of any licensing
royalties (pursuant to a licensing agreement or other related agreement entered into by the
Parent Borrower or any of its Subsidiaries with such Person in the ordinary course of the
Parent Borrower’s or such Subsidiary’s business) otherwise payable to the Parent Borrower or
any of its Subsidiaries, provided that such right shall have been conveyed to such
Person for consideration received by the Parent Borrower or such Subsidiary on an
arm’s-length basis;




     (e) Liens arising from precautionary Uniform Commercial Code financing statement
filings with respect to operating leases entered into by the Parent Borrower or any of its
Subsidiaries in the ordinary course of business;




     (f) Liens securing Indebtedness described in clause (a) of the definition of Priority
Indebtedness;




     (g) Liens securing Indebtedness permitted under Section 6.01(c);




     (h) Bankers’ liens and rights of setoff with respect to customary depository
arrangements entered into in the ordinary course of business;




     (i) Liens attaching solely to cash earnest money or similar deposits in connection with
any letter of intent or purchase agreement in connection with a Permitted Acquisition; and



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     (j) Liens arising from precautionary Uniform Commercial Code financing statement
filings with respect to consignments, provided that such Liens extend solely to the assets
subject to such consignments.



          Section 6.03 Sale of Assets. The Parent Borrower will not, nor will it permit any of
its Subsidiaries to, sell, lease, transfer or otherwise dispose of (in one transaction or a series
of transactions) all or substantially all of the assets of the Parent Borrower and its Subsidiaries
taken as a whole.



          Section 6.04 Fundamental Changes. (a) The Parent Borrower will not, and will not
permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other
Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at
the time thereof and immediately after giving effect thereto no Default shall have occurred and be
continuing, (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the
Parent Borrower is the surviving corporation, (ii) any Subsidiary (including a Guarantor) may merge
into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary
(provided that, in the case of a merger of a Subsidiary that is not a Subsidiary Borrower
into a Subsidiary Borrower in which the surviving Subsidiary is not the Subsidiary Borrower, the
surviving Subsidiary shall execute and deliver to the Administrative Agent an assumption agreement
expressly assuming the Subsidiary Obligations of such Subsidiary Borrower under this Agreement),
and (iii) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith
that such liquidation or dissolution is in the best interests of the Parent Borrower and its
Subsidiaries and is not materially disadvantageous to the Lenders and except that the
Parent Borrower or any Subsidiary may effect any acquisition permitted by Section 6.05 by means of
a merger of the Person that is the subject of such acquisition with the Parent Borrower or any of
its Subsidiaries (provided that, in the case of a merger with the Parent Borrower, the
Parent Borrower is the survivor); and



          (b) The Parent Borrower will not, and will not permit any of its Subsidiaries to, engage to
any material extent in any business other than a Related Line of Business; provided, that
the Parent Borrower and any Subsidiary may engage in any business or businesses which are not
Related Lines of Business, so long as the Investments made by the Parent Borrower and/or the
Subsidiaries in such businesses do not exceed $500,000,000 in the aggregate, which amount shall be
included in the aggregate amount for Investments permitted under Section 6.05(j).



          Section 6.05 Investments, Loans, Advances, Guarantees and Acquisitions. The Parent
Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to
such merger) any capital stock, evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or
any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a
series of transactions) any assets of any other Person constituting a business unit or the rights
of any licensee under a trademark license to such licensee from the Parent Borrower or any of its
Affiliates, except:



          (a) Permitted Investments;



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          (b) investments by the Parent Borrower or a Subsidiary in the capital stock of its
Subsidiaries;



          (c) loans or advances made by the Parent Borrower to, and Guarantees by the Parent Borrower of
obligations of, any Subsidiary, and loans or advances made by any Subsidiary to, and Guarantees by
any Subsidiary of obligations of, the Parent Borrower or any other Subsidiary;



          (d) Guarantees constituting Indebtedness permitted by Section 6.01;



          (e) advances or loans made in the ordinary course of business to employees of the Parent
Borrower and its Subsidiaries;



          (f) existing Investments not otherwise permitted under this Agreement and described in
Schedule 6.05 hereto;



          (g) Investments received in connection with the bona fide settlement of any defaulted
Indebtedness or other liability owed to the Parent Borrower or any Subsidiary;



          (h) Permitted Acquisitions; provided that if, as a result of a Permitted Acquisition,
(i) a new Domestic Subsidiary shall be created and such Domestic Subsidiary is a “Significant
Subsidiary” (as defined in Regulation S-X, part 210.1-02 of Title 17 of the Code of Federal
Regulations) or (ii) any then existing Domestic Subsidiary shall become such a Significant
Subsidiary, such Domestic Subsidiary shall thereafter become party to the Guarantee Agreement as a
Guarantor in accordance with Section 5.09;



          (i) Swap Agreements not entered into for speculative purposes; and



          (j) Investments, in addition to Investments permitted under clauses (a) through (h) of this
Section 6.05, but including Investments permitted under Section 6.04(b), made after the date hereof
in an aggregate amount not to exceed $500,000,000 in any Person or Persons.



          Section 6.06 Transactions with Affiliates. The Parent Borrower will not, and will not
permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, (a) any of its Affiliates, (b) a spouse or any relative (by blood, adoption or
marriage) within the third degree of any such Affiliate or (c) any other Person which is an
Affiliate of any such spouse or relative, except (x) in the ordinary course of business at prices
and on terms and conditions, in the aggregate (taking into account all of the Parent Borrower’s or
such Subsidiary’s transactions with, and the benefits to the Parent Borrower and its Subsidiaries
derived from the Parent Borrower’s or such Subsidiary’s Investment in, such Affiliate), not less
favorable to the Parent Borrower or such Subsidiary than could be obtained on an arm’s-length basis
from unrelated third parties, excluding customary compensation paid to, and indemnity provided on
behalf of, directors, officers and employees of the Parent Borrower and any Subsidiary and (y)
transactions between or among the Parent Borrower and its Subsidiaries not involving any other
Affiliate.



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          Section 6.07 Consolidated Leverage Ratio. The Parent Borrower will not permit the
Consolidated Leverage Ratio as at the last day of any period of four consecutive Fiscal Quarters
ending after the Effective Date to be greater than 3.75 to 1.00.



ARTICLE VII




Events of Default



          If any of the following events (“Events of Default”) shall occur:




     (a) any Borrower shall fail to pay (i) any principal of any Loan when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise, or (ii) any reimbursement obligation in respect of any LC
Disbursement when and as the same shall become due and payable and such failure to pay such
reimbursement obligation shall continue unremedied for a period of two Business Days;




     (b) any Borrower shall fail to pay any interest on any Loan or unreimbursed LC
Disbursement or any fee or any other amount (other than an amount referred to in clause (a)
of this Article) payable under this Agreement, when and as the same shall become due and
payable, and such failure shall continue unremedied for a period of five days;




     (c) any representation or warranty made or deemed made by or on behalf of the Parent
Borrower or any Subsidiary in or in connection with this Agreement or the Guarantee
Agreement or any amendment or modification hereof or thereof or waiver hereunder or
thereunder, or in any report, certificate, financial statement or other document furnished
pursuant to or in connection with this Agreement or the Guarantee Agreement or any amendment
or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have
been incorrect in any material respect when made or deemed made;




     (d) the Parent Borrower shall fail to observe or perform any covenant, condition or
agreement contained in Section 5.03 (with respect to each Borrower’s existence) or 5.08 or
in Article VI;




     (e) the Parent Borrower shall fail to observe or perform any covenant, condition or
agreement contained in this Agreement (other than those specified in clause (a), (b) or (d)
of this Article), and such failure shall continue unremedied for a period of 30 days after
notice thereof from the Administrative Agent to the Parent Borrower (which notice will be
given at the request of any Lender);




     (f) the Parent Borrower or any Subsidiary shall fail to make any payment of principal
or interest, regardless of amount, in respect of any Material Indebtedness, when and as the
same shall become due and payable beyond the period (without giving effect to any
extensions, waivers, amendments or other modifications of or to such period) of grace, if
any, provided in the instrument or agreement under which such Material Indebtedness was
created, and, prior to any termination of Commitments or the



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acceleration of payment of Loans pursuant to this Article VII, such failure is not
waived in writing by the holders of such Material Indebtedness;




     (g) any event or condition occurs (after giving effect to any applicable grace periods
and after giving effect to any extensions, waivers, amendments or other modifications of any
applicable provision or agreement) that results in any Material Indebtedness becoming due
prior to its scheduled maturity or that enables or permits the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause, with the
giving of an acceleration or similar notice if required, any Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity; provided that this clause (g) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness to the extent such Indebtedness is paid when due;




     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of the Parent
Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Parent Borrower or any Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered; provided, however, that the occurrence of any of
the events specified in this paragraph (h) with respect to any Person other than the Parent
Borrower shall not be deemed to be an Event of Default unless (x) the net assets of such
Person, determined in accordance with GAAP, shall have exceeded $20,000,000 as of the date
of the most recent audited financial statements delivered to the Lenders pursuant to Section
5.01 or on the date of occurrence of any such event and/or (y) the aggregate net assets of
all Loan Parties and other Subsidiaries in respect of which any of the events specified in
this paragraph (h) and in paragraphs (i) and (j) of this Article VII shall have occurred
shall have exceeded $50,000,000 as of the date of the most recent audited financial
statements delivered to the Lenders pursuant to Section 5.01 or on the date of occurrence of
any such event;




     (i) the Parent Borrower or any Subsidiary shall (i) voluntarily commence any proceeding
or file any petition seeking liquidation, reorganization or other relief under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Parent Borrower or any Subsidiary or for a substantial part of
its assets, (iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the foregoing;
provided, however, that the occurrence of any of the events specified in
this paragraph (i) with respect to any Person other than any Borrower shall not be deemed to



65









 






be an Event of Default unless (x) the net assets of such Person, determined in
accordance with GAAP, shall have exceeded $20,000,000 as of the date of the most recent
audited financial statements delivered to the Lenders pursuant to Section 5.01 or on the
date of occurrence of any such event and/or (y) the aggregate net assets of all Loan Parties
and other Subsidiaries in respect of which any of the events specified in this paragraph (i)
and in paragraphs (h) and (j) of this Article VII shall have occurred shall have exceeded
$50,000,000 as of the date of the most recent audited financial statements delivered to the
Lenders pursuant to Section 5.01 or on the date of occurrence of any such event;




     (j) the Parent Borrower or any Subsidiary shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due; provided,
however, that the occurrence of any of the events specified in this paragraph (j)
with respect to any Person other than any Borrower shall not be deemed to be an Event of
Default unless (x) the net assets of such Person, determined in accordance with GAAP, shall
have exceeded $20,000,000 as of the date of the most recent audited financial statements
delivered to the Lenders pursuant to Section 5.01 or on the date of occurrence of any such
event and/or (y) the aggregate net assets of all Loan Parties and other Subsidiaries in
respect of which any of the events specified in this paragraph (j) and in paragraphs (h) and
(i) of this Article VII shall have occurred shall have exceeded $50,000,000 as of the date
of the most recent audited financial statements delivered to the Lenders pursuant to Section
5.01 or on the date of occurrence of any such event;




     (k) one or more judgments for the payment of money in an aggregate amount (not paid or
covered by insurance) in excess of $50,000,000 shall be rendered against the Parent
Borrower, any Subsidiary or any combination thereof and (i) the same shall remain
undischarged for a period of 60 consecutive days from the entry thereof during which
execution shall not be effectively stayed or bonded, or (ii) any action shall be legally
taken by a judgment creditor to attach or levy upon any assets of the Parent Borrower or any
Subsidiary to enforce any such judgment;




     (l) an ERISA Event shall have occurred that, in the reasonable opinion of the Required
Lenders, when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect;




     (m) Lauren, his estate or Persons related to him by blood, adoption or marriage and/or
trusts or other entities principally for the benefit of any of the foregoing (the
“Lauren Interests”) shall cease to own in the aggregate, directly or indirectly
either (x) Voting Stock of the Parent Borrower having the voting power to elect a majority
of the Board of Directors of the Parent Borrower or (y) Voting Stock representing more than
25% of the voting power of the Parent Borrower’s Equity Interests; or




     (n) the Guarantee Agreement ceases to be in full force and effect;


then, and in every such event (other than an event with respect to any Borrower described in clause
(h) or (i) of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent
Borrower, take either or both of the following actions, at the same or different






66









 







times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be due and payable),
and thereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall
become due and payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to any
Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers.




ARTICLE VIII




The Administrative Agent



          Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.



          The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.



          The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby that the Administrative Agent is required to exercise in writing as
directed by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Parent Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 10.02) or in the absence of its own gross negligence, bad faith or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agent by the Parent Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or



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representation made in or in connection with this Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or
any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.




          The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



          The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.



          The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the
Lenders and the Parent Borrower. Upon any such resignation, the Required Lenders shall have the
right, with the consent of the Parent Borrower, to appoint a successor. If no successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent
reasonably satisfactory to the Parent Borrower which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The
fees payable by the Parent Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor.
After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section
10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.



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          Each Lender (including each Issuing Bank) acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender (including each Issuing Bank) also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement, any related
agreement or any document furnished hereunder or thereunder.



          The Syndication Agents shall not have any duties or responsibilities under the Loan Documents
in their capacity as such.



ARTICLE IX




Guarantee



          Section 9.01 Guarantee. (a) The Parent Borrower hereby unconditionally and
irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and
their respective successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by the Subsidiary Borrowers when due (whether at the stated maturity, by
acceleration or otherwise) of the Subsidiary Obligations. As used in this Article IX, the term
“Lenders” includes affiliates of Lenders which are parties to any Specified Cash Management
Agreements or Specified Swap Agreements.



          (b) The Parent Borrower agrees that the Subsidiary Obligations may at any time and from time
to time exceed the amount of the liability of the Parent Borrower hereunder that would exist in the
absence of this Article IX without impairing this Guarantee or affecting the rights and remedies of
the Administrative Agent or any Lender hereunder.



          (c) This Guarantee shall remain in full force and effect until all the Subsidiary Obligations
shall have been satisfied by payment in full in immediately available funds, no Letter of Credit
shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to
time during the term of this Guarantee the Subsidiary Borrowers may be free from any Subsidiary
Obligations.



          (d) No payment made by any Borrower, any Guarantor, any other guarantor or any other Person or
received or collected by the Administrative Agent or any Lender from any Borrower, any Guarantor,
any other guarantor or any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or in payment of the
Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability
of the Parent Borrower hereunder which shall, notwithstanding any such payment (other than any
payment made by the Parent Borrower in respect of the Subsidiary Obligations or any payment
received or collected from the Parent Borrower in respect of the Subsidiary Obligations), remain
liable for the Subsidiary Obligations until the Subsidiary Obligations are paid in full in
immediately available funds, no Letter of Credit shall be outstanding and the Commitments are
terminated.



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          Section 9.02 No Subrogation. Notwithstanding any payment made by the Parent Borrower
hereunder or any set-off or application of funds of the Parent Borrower by the Administrative Agent
or any Lender, the Parent Borrower shall not be entitled to be subrogated to any of the rights of
the Administrative Agent or any Lender against the Subsidiary Borrowers or any other Guarantor or
any collateral security or guarantee or right of offset held by the Administrative Agent or any
Lender for the payment of the Subsidiary Obligations nor shall the Parent Borrower seek or be
entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any other
Guarantor in respect of payments made by the Parent Borrower under this Guarantee, until all
amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of
the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit
shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Parent
Borrower on account of such subrogation rights at any time when all of the Subsidiary Obligations
shall not have been paid in full in immediately available funds, such amount shall be held by the
Parent Borrower for the benefit of the Administrative Agent and the Lenders, and shall, forthwith
upon receipt by the Parent Borrower, be turned over to the Administrative Agent in the exact form
received by the Parent Borrower (duly indorsed by the Parent Borrower to the Administrative Agent,
if required), to be applied against the Subsidiary Obligations whether matured or unmatured, in
such order as the Administrative Agent may determine.



          Section 9.03 Amendments, etc. with respect to the Subsidiary Obligations. The Parent
Borrower shall remain obligated under this Guarantee notwithstanding that, without any reservation
of rights against the Parent Borrower and without notice to or further assent by the Parent
Borrower, any demand for payment of any of the Subsidiary Obligations made by the Administrative
Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the
Subsidiary Obligations continued, and the Subsidiary Obligations or the liability of any other
Person upon or for any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative
Agent or any Lender, and this Agreement and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in
accordance with Section 10.02, as the Administrative Agent (or the Required Lenders or all Lenders,
as the case may be) may deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Administrative Agent or any Lender for the payment of the
Subsidiary Obligations may be sold, exchanged, waived, surrendered or released without affecting
the Parent Borrower’s obligations under this Article IX. Neither the Administrative Agent nor any
Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by
it as security for the Subsidiary Obligations or for this Guarantee.



          Section 9.04 Guarantee Absolute and Unconditional. The Parent Borrower waives any and
all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and
notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or
acceptance of this Guarantee; the Subsidiary Obligations, and any of them, shall conclusively be
deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon this Article IX; and all dealings between the Parent Borrower and any of the
Guarantors, on the one hand, and the Administrative Agent and the




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Lenders, on the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon this Article IX. The Parent Borrower waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers
or any of the Guarantors with respect to the Subsidiary Obligations. The Parent Borrower
understands and agrees that this Guarantee shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity or enforceability of this
Agreement, any of the Subsidiary Obligations or any other collateral security therefor or guarantee
or right of offset with respect thereto at any time or from time to time held by the Administrative
Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by any Subsidiary Borrower or any
other Person against the Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of any Borrower or any Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal discharge of the Subsidiary
Borrowers for the Subsidiary Obligations, or of the Parent Borrower under this Article IX, in
bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against the Parent Borrower, the Administrative Agent or any Lender
may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights
and remedies as it may have against the Subsidiary Borrowers, any other Guarantor or any other
Person or against any collateral security or guarantee for the Subsidiary Obligations or any right
of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make
any such demand, to pursue such other rights or remedies or to collect any payments from any
Subsidiary Borrower, any other Guarantor or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of any Subsidiary
Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or
right of offset, shall not relieve the Parent Borrower of any obligation or liability under this
Article IX, and shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent or any Lender against the Parent Borrower
under this Article IX. For the purposes hereof “demand” shall include the commencement and
continuance of any legal proceedings.




          Section 9.05 Reinstatement. This Article IX shall continue to be effective, or shall
be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the
Subsidiary Obligations is rescinded or must otherwise be restored or returned by the Administrative
Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payments had not been made.



          Section 9.06 Payments. The Parent Borrower hereby guarantees that payments hereunder
will be paid to the Administrative Agent without set-off or counterclaim in dollars or the
applicable Alternative Currency at the office of the Administrative Agent located at 1111 Fannin,
10th Floor, Houston, Texas 77002.



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ARTICLE X




Miscellaneous



          Section 10.01 Notices. (a) Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and
other communications provided for herein and in the Guarantee Agreement shall be in writing and
shall be delivered by hand or nationally recognized overnight courier service, mailed by certified
or registered mail, U.S. first class postage prepaid, or sent by telecopy, as follows:




     (i) if to any Borrower, to Polo Ralph Lauren Corporation, 650 Madison Avenue, New York,
New York 10022, Attention of Tracey Travis, Senior Vice President, Finance and Chief
Financial Officer (Telecopy No. (212) 318-7705), with a copy to Polo Ralph Lauren
Corporation, 9 Polito Avenue, Lyndhurst, New Jersey 07071, Attention of Robert Westreich,
Corporate Vice President, Treasurer and Chief Tax Officer (Telecopy No. (201) 531-6894);




     (ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency
Services Group, 9th Floor, 125 London Wall, London, EC2Y 5AJ, United Kingdom,
Attention of Mehreen Shafiq (Telecopy No. +44 207 777 9663), with a copy to (A) JPMorgan
Chase Bank, N.A., Loan and Agency Services Group, 10 South Dearborn, Floor 7, Chicago,
Illinois 60603, Attention of Margaret Seweryn (Telecopy No. (312) 732-7976) and (B) if such
notice or other communication relates to an Alternative Currency Loan (including any
Borrowing Request for a Eurocurrency Borrowing denominated in an Alternative Currency), J.P.
Morgan Europe Limited, 125 London Wall, London, EC2Y 5AJ, United Kingdom, Attention of the
Manager (Telecopy No. +44 207 777 2360); and




     (iii) if to any other Lender or any Issuing Bank, to it at its address (or telecopy
number) set forth in its Administrative Questionnaire.



          (b) Notices and other communications to the Lenders (including any Issuing Bank) hereunder may
be delivered or furnished to the Lenders through the Administrative Agent by electronic
communications pursuant to procedures approved by the Administrative Agent; provided that
the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or any Borrower may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications.



          (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (or, in the case of any Lender, by
notice to the Administrative Agent and the Parent Borrower). All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the date of receipt.



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          Section 10.02 Waivers; Amendments. (a) No failure or delay by the Administrative
Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the Guarantee
Agreement are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of this Agreement or the Guarantee Agreement or consent to any
departure by any Borrower or any Guarantor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or
any Issuing Bank may have had notice or knowledge of such Default at the time.



          (b) Neither this Agreement nor the Guarantee Agreement nor any provision hereof or thereof may
be waived, amended or modified except pursuant to an agreement or agreements in writing entered
into by the Borrowers or the Guarantors, as the case may be, and the Required Lenders or by the
Borrowers or the Guarantors, as the case may be, and the Administrative Agent with the consent of
the Required Lenders; provided that no such agreement shall (i) increase the Commitment of
any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan
or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of
payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of each Lender affected
thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v) release all or
substantially all of the Guarantors from their obligations under the Guarantee Agreement, without
the written consent of each Lender (except that no approval of the Lenders shall be required to
release a Guarantor in connection with the disposition of all the capital stock of such Guarantor
not prohibited by the Loan Documents) or (vi) change any of the provisions of this Section or the
definition of “Required Lenders” or any other provision hereof specifying the number or percentage
of Lenders required to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent or an Issuing Bank without the prior written consent of the
Administrative Agent or such Issuing Bank, as the case may be.



          Section 10.03 Expenses; Indemnity; Damage Waiver. (a) The Parent Borrower shall pay
(i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and
J.P. Morgan Securities LLC, as sole bookrunner and sole lead arranger, including the reasonable
fees, charges and disbursements of one domestic counsel for the Administrative Agent and J.P.
Morgan Securities LLC, collectively, in connection with the syndication of the credit facilities
provided for herein, the preparation of this Agreement or any



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amendments, modifications or waivers of the provisions hereof and (ii) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any
Lender, including the reasonable fees, charges and disbursements of one domestic counsel and one
foreign counsel, as necessary, in each applicable jurisdiction for the Administrative Agent, any
Issuing Bank or any Lender, in connection with the enforcement or preservation of its rights in
connection with this Agreement, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such reasonable and documented
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit.




          (b) The Parent Borrower shall indemnify the Administrative Agent, each Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of,
in connection with, or as a result of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by the Parent Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Parent Borrower or any of its Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses are found by a final, non-appealable judgment of a court of competent jurisdiction to have
resulted from the gross negligence, bad faith or willful misconduct of, or material breach of its
obligations under the Loan Documents by, such Indemnitee or such Indemnitee’s employer or any
Affiliate of either thereof or any of their respective officers, directors, employees, advisors or
agents.



          (c) To the extent that the Parent Borrower fails to pay any amount required to be paid by it
to the Administrative Agent or any Issuing Bank under paragraph (a) or (b) of this Section, but
without affecting the Parent Borrower’s obligations thereunder, each Lender severally agrees to pay
to the Administrative Agent or such Issuing Bank, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent or such Issuing Bank in its capacity as such.



          (d) To the extent permitted by applicable law, the Parent Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)



74









 




arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof except to the extent such damages arise from the gross negligence, bad faith or
willful misconduct of such Indemnitee as found by a final, non-appealable judgment of a court of
competent jurisdiction.




          (e) All amounts due under this Section shall be payable promptly after written demand
therefor.



          Section 10.04 Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of
Credit), except that (i) a Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by a Borrower without such consent shall be null and void) and (ii) no
Lender (including any Issuing Bank) may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues
any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, each Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.



          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld or delayed) of:




          (A) the Parent Borrower, provided that no consent of the Parent Borrower shall
be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if
an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is
continuing, any other assignee; and provided, further, that the Parent
Borrower shall be deemed to have consented to any such assignment unless the Parent Borrower
shall object thereto by written notice to the Administrative Agent within five Business Days
after having received notice thereof;




          (B) the Administrative Agent; and




          (C) in the case of an assignment of a Commitment or an interest in Letters of Credit,
each Issuing Bank.




     (ii) Assignments shall be subject to the following additional conditions:




          (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the
amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and



75









 






Assumption with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $5,000,000 unless each of the Parent Borrower and the Administrative
Agent otherwise consent, provided that no such consent of the Parent Borrower shall
be required if an Event of Default under clause (a), (b), (h) or (i) of Article VII has
occurred and is continuing;




          (B) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement;




          (C) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500;




          (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire;




          (E) no assignment (including any assignment to a Lender, an Affiliate of a Lender or an
Approved Fund) shall be permitted if, immediately after giving effect thereto, amounts would
become payable by any Borrower under Section 2.13 or 2.15 (including amounts payable under
Section 2.15 in respect of withholding taxes) that are in excess of those that would be
payable under such Section in respect of the amount assigned if such assignment were not
made;




          (F) no assignment shall be made to a natural person; and




          (G) no assignment shall be made to any Borrower or its Affiliates.




          (H) For the purposes of this Section 10.04(b), the term “Approved Fund” has the
following meaning:



          “Approved Fund” means any Person (other than a natural person) that is engaged in
making, purchasing, holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement (including, in the
case of any Non-U.S. Lender (including each Issuing Bank that is a Non-U.S. Lender), obligations
under Section 2.15(e)), and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 10.03); provided,
however, that no such assignment or transfer shall be deemed to be a



76









 




waiver of any rights which any Borrower, the Administrative Agent or any other Lender shall
have against such Lender. Any assignment or transfer by a Lender (including an Issuing Bank) of
rights or obligations under this Agreement that does not comply with this Section 10.04 shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (c) of this Section.




          (iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall
maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitment of, and
principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and each Borrower, the Administrative Agent, the Issuing Banks and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by any Borrower, any Issuing Bank and (solely with respect to the
Revolving Credit Exposure of such Lender) any Lender, at any reasonable time and from time to time
upon reasonable prior notice.



          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be effective for purposes of
this Agreement unless it has been recorded in the Register as provided in this paragraph.



          (c) (i) Any Lender may, without the consent of the Parent Borrower, the Administrative Agent
or any Issuing Bank, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(C) the Borrowers, the Administrative Agent, the applicable Issuing Bank and the other Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver described in clauses
(i), (ii), (iii), (v) and (vi) of the first proviso to Section 10.02(b) that affects such
Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to
Section 2.16(c) as though it were a Lender. Each Lender that



77









 




sells a participation, acting solely for this purpose as an agent of the Borrowers, shall
maintain a register on which it enters the name and address of each Participant and the principal
amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under this Agreement (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register to any Person (including the
identity of any Participant or any information relating to a Participant’s interest in any
Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to
the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of
Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive, and such
Lender, each Loan Party and the Administrative Agent shall treat each Person whose name is recorded
in the Participant Register pursuant to the terms hereof as the owner of such participation for all
purposes of this Agreement, notwithstanding notice to the contrary.




          (ii) A Participant shall not be entitled to the benefits of Section 2.13, 2.14 or 2.15 unless
such Participant shall have complied with the requirements of such Section; provided, that
in any case in which a Participant is so entitled, any such Participant shall not be entitled to
receive any greater payment under Section 2.13, 2.14 or 2.15 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Parent Borrower’s prior written
consent. A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled
to the benefits of Section 2.15 unless the Parent Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the applicable Borrower, to comply
with Section 2.15(e) as though it were a Lender.



          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



          Section 10.05 Survival. All representations and warranties made by the Borrowers
herein and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, and shall terminate at such time as no
principal of or accrued interest on any Loan or any fee or any other amount payable under this
Agreement (other than contingent indemnification obligations that are not due and payable) is
outstanding and unpaid, no Letter of Credit is outstanding and the Commitments have expired or been
terminated. The provisions of Sections 2.13, 2.14, 2.15, 10.03, 10.13 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any provision hereof.



          Section 10.06 Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single



78









 




contract. This Agreement, the Guarantee Agreement and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy or electronic transmission shall be effective as delivery of a manually executed
counterpart of this Agreement.




          Section 10.07 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



          Section 10.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of any Borrower against
any of and all the obligations of any Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of setoff) which such
Lender may have.



          Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.



          (b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself
and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York
sitting in New York County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to the extent permitted
by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right
that any party hereto may otherwise have to bring any action or proceeding relating to this
Agreement against any other party hereto or its properties in the courts of any jurisdiction.



79









 





          (c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.



          (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.



          Section 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.



          Section 10.11 Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



          Section 10.12 Confidentiality. Each of the Administrative Agent, each Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors, in each case who
have a need to know such Information in accordance with customary banking practices (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority or self-regulatory body, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (g)
with the consent of the Parent Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other
than a Borrower which is not subject to a confidentiality obligation known to the



80









 




Administrative Agent and the Lenders with respect to such information. For the purposes of
this Section, “Information” means all information received from any Borrower or any Subsidiary
relating to such Borrower, any Subsidiary or their respective businesses, other than any such
information that is available to the Administrative Agent, any Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by such Borrower or any Subsidiary; provided
that, in the case of information received from any Borrower or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.




          Section 10.13 Satisfaction in Applicable Currency. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency
into another currency, each party hereto agrees, to the fullest extent that it may effectively do
so, that the rate of exchange used shall be that at which in accordance with normal banking
procedures in the relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final judgment is given.



          (b) The obligation of each Borrower hereunder or in respect of the Letters of Credit to make
payments in a currency (the “Agreement Currency”) shall, notwithstanding any judgment in a
currency (the “Judgment Currency”) other than the Agreement Currency, be discharged only to
the extent that, on the Business Day following receipt by the Administrative Agent and the Lenders
of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent and the Lenders
may in accordance with normal banking procedures in the relevant jurisdiction purchase the
Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased
is less than the sum originally due to the Administrative Agent and the Lenders in the Agreement
Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent, the Issuing Banks and each Lender (as an
alternative or additional cause of action) against such loss (if any) and if the amount of the
Agreement Currency so purchased exceeds the sum originally due to the Administrative Agent and the
Lenders in the Agreement Currency, the Administrative Agent and the Lenders agree to remit such
excess to the applicable Borrower. The obligations of each Borrower contained in this Section 10.13
shall survive the termination of this Agreement and the payment of all other amounts owing
hereunder.



          Section 10.14 Waivers and Agreements Under Existing Credit Agreement. (a) The
Lenders which are parties to the Existing Credit Agreement (which Lenders constitute the “Required
Lenders” as defined in the Existing Credit Agreement) hereby (i) waive the requirement, set forth
in Section 2.07(c) of the Existing Credit Agreement, that the Parent Borrower give not less than
two Business Days’ notice of any termination of the Commitments (as defined therein), (ii)
acknowledge and agree that, for purposes of determining the total “Revolving Credit Exposures” (as
defined therein) that would be outstanding thereunder on the date of such termination, the letters
of credit issued thereunder that are listed on Schedule 2.04 shall (as a result of the operation of
the penultimate sentence of Section 2.04(a) of this Agreement, which provides that on the Effective
Date such letters of credit shall be deemed to be



81









 




“Letters of Credit” issued hereunder) on the Effective Date be deemed no longer outstanding
under the Existing Credit Agreement and (iii) pursuant to Section 9.02 of the Existing Credit
Agreement, consent to the execution and delivery by JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent (under and as defined in the Existing Credit Agreement) for and on behalf of
the Lenders (under and as defined in the Existing Credit Agreement), of this Agreement to evidence
or effectuate (as set forth in Section 10.14(b)) the waivers and agreements set forth in clauses
(i) and (ii) above.




          (b) JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent as defined in the
Existing Credit Agreement hereby (i) waives, for and on behalf of the Lenders (as defined therein),
the requirement, set forth in Section 2.07(c) of the Existing Credit Agreement, that the Parent
Borrower give not less than two Business Days’ notice of any termination of the Commitments (as
defined therein) and (ii) acknowledges and agrees, for and on behalf of the Lenders (as defined
therein), that for purposes of determining the total “Revolving Credit Exposures” (as defined
therein) that would be outstanding thereunder on the date of such termination, the letters of
credit issued thereunder that are listed on Schedule 2.04 shall on the Effective Date be deemed no
longer outstanding under the Existing Credit Agreement.



          Section 10.15 No Fiduciary Duty. The Administrative Agent, each Lender and their
Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic
interests that conflict with those of each of the Borrowers, its stockholders and/or its
affiliates. Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to
create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any
Lender, on the one hand, and any Borrower, its stockholders or its affiliates, on the other. Each
Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents
(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the Lenders, on the one hand, and the Borrowers, on the other, and
(ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an
advisory or fiduciary responsibility in favor of any Borrower, its stockholders or its affiliates
with respect to the transactions contemplated hereby (or the exercise of rights or remedies with
respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is
currently advising or will advise any Borrower, its stockholders or its Affiliates on other
matters) or any other obligation to any Borrower except the obligations expressly set forth in the
Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary
of any Borrower, its management, stockholders, creditors or any other Person. Each Borrower
acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it
deemed appropriate and that it is responsible for making its own independent judgment with respect
to such transactions and the process leading thereto. Each Borrower agrees that it will not claim
that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or
similar duty to such Borrower, in connection with such transaction or the process leading thereto.



          Section 10.16 USA Patriot Act. Each Lender and the Agent hereby notifies the
Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)), such Lender and Agent is required to obtain, verify and record
information that identifies the Borrowers, which information includes the name and address of the
Borrowers and other information that will allow such Lender or the Agent, as



82









 




applicable, to identify the Borrower in accordance with the Patriot Act. The Borrowers shall
provide such information and take such actions as are reasonably requested by the Agent or any
Lender in order to assist the Agent and the Lenders in maintaining compliance with the Patriot Act.






83









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	POLO RALPH LAUREN CORPORATION

 	 
	 	By:  	/s/ Tracey T. Travis
 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &


Chief Financial Officer 	 
	 
	 	ACQUI POLO C.V.

 	 
	 	By:  	Acqui Polo GP, LLC, its General Partner
 	 
	 
	 	By:  	                            /s/ Tracey T. Travis
 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &


Chief Financial Officer 	 
	 
	 	POLO RALPH LAUREN KABUSHIKI KAISHA

 	 
	 	By:  	/s/ Tracey T. Travis
 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Director 	 
	 
	 	POLO RALPH LAUREN ASIA PACIFIC LIMITED

 	 
	 	By:  	/s/ Tracey T. Travis
 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Director 	 



84









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., individually and as
Administrative Agent

 	 
	 	By:  	/s/ James A. Knight
 	 
	 	 	Name:  	James A. Knight 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., individually and as
Syndication Agent

 	 
	 	By:  	/s/ Naomi Hasegawa
 	 
	 	 	Name:  	Naomi Hasegawa 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	Wells Fargo Bank, N.A.



_____________________________________,


individually and as Syndication Agent

 	 
	 	By:  	/s/ Beth Rue
 	 
	 	 	Beth Rue 	 
	 	 	Director 	 
	 



SIGNATURE PAGE TO CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH, individually and as
Syndication Agent

 	 
	 	By:  	/s/ Heidi Sandquist
 	 
	 	 	Name:  	Heidi Sandquist 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                        /s/ Ming K. Chu
 	 
	 	 	Name:  	Ming K. Chu 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	Deutsche Bank AG London Branch

 	 
	 	By:  	/s/ Julian U E Puddick
 	 
	 	 	Name:  	Julian U E Puddick 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	                       /s/ Russell Brown
 	 
	 	 	Name:  	Russell Brown 	 
	 	 	Title:  	Director 	 



SIGNATURE PAGE TO CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 	HSBC Bank USA, National Association,

individually and as Syndication Agent

 	 
	 	By:  	/s/ Grace Lee
 	 
	 	 	Name:  	Grace Lee 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	Sumitomo Mitsui Banking Corporation,

 	 
	 	By:  	/s/ William M. Ginn
 	 
	 	 	Name:  	William M. Ginn 	 
	 	 	Title:  	Executive Officer 	 
	 



SIGNATURE PAGE TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	UBS AG, Stamford Branch

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 



SIGNATURE PAGE TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	BARCLAYS BANK PLC

 

 	 
	 	By:  	/s/ Niels Pedersen
 	 
	 	 	Name:  	Niels Pedersen 	 
	 	 	Title:  	Director 	 
	 



SIGNATURE PAGE TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	Goldman Sachs Bank USA

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Authorized Signatory 	 
	 



SIGNATURE PAGE TO CREDIT AGREEMENT





 











 





Schedule 2.01 to Credit Agreement



COMMITMENTS



	 	 	 	 	 
	LENDER	 	AMOUNT	 
	JPMorgan Chase Bank, N.A.
	 	$	80,000,000	 
	Bank of America, N.A.
	 	$	60,000,000	 
	Wells Fargo Bank, N.A.
	 	$	60,000,000	 
	Deutsche Bank AG New York Branch
	 	$	60,000,000	 
	HSBC Bank USA, N.A.
	 	$	60,000,000	 
	Sumitomo Mitsui Banking Corporation
	 	$	45,000,000	 
	UBS AG, Stamford Branch
	 	$	45,000,000	 
	Barclays Bank PLC
	 	$	45,000,000	 
	Goldman Sachs Bank USA
	 	$	45,000,000	 
	TOTAL
	 	$	500,000,000.00	 




















 





Schedule 2.04 to Credit Agreement




EXISTING LETTERS OF CREDIT



     See attached list of letters of credit issued under the Existing Credit Agreement as of the
close of business on March 2, 2011.



     The aggregate amount outstanding of the letters of credit, including standby letters of
credit, issued under the Existing Credit Agreement as of the close of business on March 2, 2011 was
$16,904,585.55.



     Additional letters of credit may have been issued under the Existing Credit Agreement
subsequent to March 2, 2011, and the aggregate amount outstanding of the letters of credit issued
under the Existing Credit Agreement might have been changed subsequent to March 2, 2011.

















 





     



					
	March 03, 2011
	 	Standby Letters of Credit Outsanding As Of 03/02/2011
	 	
	 
	 	By Bank Reference Number	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JP Morgan	 	 	 	 	 	 	 	Beneficiary State/	 	Date	 	Expiry	 	 	 	 	 	 	 	Outstanding	 
	Reference	 	Client Reference	 	Beneficiary Name	 	Beneficiary City	 	Country	 	LC Open	 	Date	 	Currency	 	Outstanding	 	 	USD Equivalent	 
	APPLICANT: CLUB MONACO CORP.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TPTS-249313
	 	TPTS-249313	 	MINISTRY OF REVENUE	 	 	 	CANADA	 	11/15/07	 	10/10/11	 	CAD	 	 	5,626,630.74	 	 	 	5,752,024.88	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICANT: POLO RALPH LAUREN CO., ltd.,	 	 	 	 	 	Grand Total for Applicant:	 	 	 	 	 	 	5,752,024.88	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CPCS-523108
	 	PRLCOLTD	 	TAIPEI CUSTOMS BUREAU, MINISTRY OF TAIWAN	 	 	 	TAIWAN	 	11/10/09	 	11/29/11	 	TWD	 	 	33,000,000.07	 	 	 	1,107,940.24	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICANT: POLO RALPH LAUREN CORP.	 	 	 	 	 	Grand Total for Applicant:	 	 	 	 	 	 	1,107,940.24	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-216734
	 	T-216734	 	AMERICAN CASUALTY COMPANY OF	 	 	 	UNITED STATES	 	08/21/01	 	05/10/11	 	USD	 	 	4,320,500.00	 	 	 	4,320,500.00	 
	T-221391
	 	T-221391	 	ASHLEY REALTY CORP.	 	 	 	UNITED STATES	 	01/24/02	 	06/30/11	 	USD	 	 	143,750.00	 	 	 	143,750.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Grand Total for Applicant:	 	 	 	 	 	 	4,464,250.00	 
	APPLICANT: POLO RALPH LAUREN CORP. FOR THE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-226602
	 	T-226602	 	D&D 59TH STREET BUILDING COMPANY	 	 	 	UNITED STATES	 	06/12/02	 	06/30/11	 	USD	 	 	820,800.00	 	 	 	820,800.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICANT: POLO RALPH LAUREN CORP., FOR THE	 	 	 	 	 	Grand Total for Applicant:	 	 	 	 	 	 	820,800.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-226603
	 	T-226603	 	D&D BUILDING COMPANY LLC	 	 	 	UNITED STATES	 	06/12/02	 	06/30/11	 	USD	 	 	789,660.00	 	 	 	789,660.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICANT: polo ralph lauren korea ltd	 	 	 	 	 	Grand Total for Applicant:	 	 	 	 	 	 	789,660.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CPCS-523109
	 	PRLKOREALTD	 	SEOUL CUSTOMS	 	 	 	KOREA, REPUBLIC OF	 	10/25/10	 	07/31/17	 	KRW	 	 	1,000,000,000.00	 	 	 	889.284.10	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICANT: polo ralph lauren korea ltd.	 	 	 	 	 	Grand Total for Applicant:	 	 	 	 	 	 	889,284.10	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CPCS-482694
	 	PRLKOREA	 	JAESUNGSILUP JAESUNGSLP	 	 	 	KOREA, REPUBLIC OF	 	12/03/10	 	10/31/11	 	KRW	 	 	500,000,000.00	 	 	 	444,642.05	 
	 	 	 	 	 	 	 	 	 	 	Grand Total for Applicant:	 	 	 	 	 	 	444,642.05	 






							
	 	 	 	 	 	 	 
	Trade Channel
	 	14,268,601.27
	 	Date Format: MM/DD/YY
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	 	 	March 03, 2011





					
	 
	 	Polo Ralph Laun Corporation
	 	






Letters of Credit Outstanding As Of 03/02/2011





By Applicant and Bank Reference Number



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reference Numbers	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JP Morgan	 	 	POLO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding USD	 
	Reference	 	 	Reference	 	Beneficiary Name	 	 	Open Date	 	 	Expiry Date	 	 	Latest Ship Date	 	 	Curr	 	 	Outstanding	 	 	Equivalent	 
	American Living Womenswear	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RERI-476385	 	ROSESWEATERALWWF11
	 	ROSE SWEATER LTD.	 	 	03/02/11	 	 	 	07/25/11	 	 	 	07/10/11	 	 	USD	 	 	29,925.00	 	 	 	29,925.00	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	USD Total:	 	 	29,925.00	 
	Club Monaco U.S., LLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RERI-520708	 	MITHATSP1
	 	GSD DIS TICARET A.S.	 	 	12/09/10	 	 	 	02/19/11	 	 	 	02/04/11	 	 	USD	 	 	5,050.19	 	 	 	5,050.19	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	USD Total:	 	 	5,050.19	 
	LAUREN BY RALPH LAUREN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RERI-476262	 	MARC02EXELLENTF2
	 	MARCO LUCCHESI SRL VIVERE IN	 	 	02/24/11	 	 	 	04/30/11	 	 	 	04/15/11	 	 	EUR	 	 	35,227.50	 	 	 	48,409.63	 
	RERI-476263	 	MARC02HOFFENF2
	 	MARCO LUCCHESI SRL VIVERE IN	 	 	02/24/11	 	 	 	04/30/11	 	 	 	04/15/11	 	 	EUR	 	 	50,599.50	 	 	 	69,533.83	 
	RERI-476264	 	MARC02CHINATINGF2
	 	MARCO LUCCHESI SRL VIVERE IN	 	 	02/24/11	 	 	 	05/10/11	 	 	 	04/25/11	 	 	EUR	 	 	51,240.00	 	 	 	70,414.01	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	USD Total:	 	 	188,357.47	 
	Ralph Lauren Home Collection	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RERI-521206	 	LOFTEXSP11
	 	LOFTEX USA LLC	 	 	01/24/11	 	 	 	05/17/11	 	 	 	05/02/11	 	 	USD	 	 	350,343.00	 	 	 	350,343.00	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	USD Total:	 	 	350,343.00	 
	THE RALPH LAUREN WOMENSWEAR CO.LP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RERI-476261	 	VIVER2ITALY8
	 	MARCO LUCCHESI SRL. VIVERE	 	 	02/22/11	 	 	 	04/30/11	 	 	 	04/15/11	 	 	EUR	 	 	32,923.80	 	 	 	45,243.89	 
	RERI-521205	 	STANDREWSS11
	 	SARTORlA SAINT ANDREWS	 	 	12/22/10	 	 	 	03/15/11	 	 	 	02/28/11	 	 	EUR	 	 	108,515.10	 	 	 	149,121.45	 
	 	 	 	 	 
	 	MILANO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	SPA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RERI-521208	 	RLWWDROPSHIP13
	 	MMMAR S.R.L.	 	 	02/11/11	 	 	 	05/01/11	 	 	 	04/10/11	 	 	EUR	 	 	1,352,775.27	 	 	 	1,858,983.78	 
	RERI-521209	 	RUENTEX2HFINE12
	 	RUENTEX INDUSTRIES LIMITED	 	 	02/16/11	 	 	 	03/22/11	 	 	 	03/07/11	 	 	USD	 	 	8,959.50	 	 	 	8,959.50	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	USD Total:	 	 	2,062,308.62	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	USD Grand Total:	 	 	2,635,984.28	 






Selection Criteria:




Dates as of 03/02/2011.




					
	Trade Channel
	 	Date Format: MM/DD/YY
	 	Page 1 of 1



















 





Schedule 6.01 to Credit Agreement




EXISTING INDEBTEDNESS



	 	 	 
	Description	 	Amount
	4.5% Euro Notes due October 2013

	 	Euro 209,196 (as of 03/08/2011)
	 
	 	 
	Contingent Obligations under

	 	See Schedule 6.01(A)
	European Letters of Credit
	 	 
	 
	 	 
	Bank Facilities and Guarantees

	 	See Schedule 6.01(B)
	 
	 	 
	Capital Lease Obligations

	 	See Schedule 6.01(C)




















 





Schedule 6.01(A) to Credit Agreement




     CONTINGENT OBLIGATIONS UNDER EUROPEAN LETTERS OF CREDIT




     FACILITIES FOR THE ISSUANCE OF LETTERS OF CREDIT



     NONE

















 





Schedule 6.01(B) to Credit Agreement




FACILITIES FOR THE ISSUANCE OF BANK GUARANTEES AS OF MARCH 4, 2011




EUROPEAN BANK FACILITIES AND GUARANTEES




	 	 	 	 	 	 	 	 	 
	COMPANY	 	BANK	 	AMOUNT	 	 	CURR
	PRLE Sarl
	 	Deutsche Bank	 	 	100,000,000.00	 	 	EUR
	Poloco Belgium
	 	ING	 	 	40,283.00	 	 	EUR
	PFORM SAS
	 	CIC	 	 	690,418.82	 	 	EUR
	Poloco NL BV
	 	Rabobank	 	 	39,350.00	 	 	EUR
	PRLE Sarl
	 	Credit Suisse	 	 	58,500.00	 	 	CHF






ASIAN BANK FACILITY




	 	 	 	 	 	 	 	 	 
	COMPANY	 	BANK	 	AMOUNT	 	 	CURR
	PRL Trading (Shanghai) Co., Ltd.
	 	JPM Chase Bank	 	 	70,000,000.00	 	 	RMB
	PRL Commerce and Trading (Shanghai)Co.,Ltd.
	 	 	 	 	 	 	 	 




















 





Schedule 6.01(C) to Credit Agreement




CAPITAL LEASE OBLIGATIONS



     1. Omotesando store capital lease obligation of $27.2 million as of February 26, 2011.
Interest Expense under this capital lease of $3.4 million was recorded for the 11 months ended
February 26, 2011.



     2. St. Germain store capital lease obligation of $13.0 million as of February 26, 2011.
Interest Expense under this capital lease of $1.6 million was recorded for the 11 months ended
February 26, 2011.



     3. Fulham Road store capital lease obligation of $2.0 million as of February 26, 2011.
Interest Expense under this capital lease of $0.2 million was recorded for the 11 months ended
February 26, 2011.

















 





Schedule 6.02 to Credit Agreement




CERTAIN EXISTING LIENS




	1.	 	The interest of the banks in the cash collateral amounts listed on Schedule 6.01(B) in
respect of the bank guarantees listed hereon.
	 
	2.	 	The interest of the lessor under each of the capital leases listed on Schedule 6.01(C).



















 





Schedule 6.05 to Credit Agreement




CERTAIN EXISTING INVESTMENTS



     1. 51% interest in Gstaad PRL Store, a joint venture with Freeport SRL.



     2. 50% interest in Ralph Lauren Watch and Jewelry Company, S.A.R.L., a joint venture with
Richemont S.A.

















 








EXHIBIT A




FORM OF

ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into between the Assignor named below (the
“Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including any letters of credit and guarantees included in
such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against
any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the
“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty
by the Assignor.



	 	 	 	 	 

	1.

	 	Assignor:
	 	____________________
	 
	 	 	 	 
	2.

	 	Assignee:
	 	____________________

[and is an Affiliate/Approved Fund of [identify Lender]1]
	 
	 	 	 	 
	3.

	 	Borrowers:
	 	Polo Ralph Lauren Corporation, Acqui Polo C.V., Polo Ralph Lauren
Kabushiki Kaisha and Polo Ralph Lauren Asia Pacific Limited
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	JPMorgan Chase Bank, N.A., as administrative agent under the Credit
Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	The Credit Agreement dated as of
March 10, 2011 among Polo Ralph Lauren Corporation (the “Parent
Borrower”), Acqui Polo C.V., Polo Ralph Lauren Kabushiki Kaisha and Polo Ralph Lauren Asia
Pacific Limited (together with the Parent Borrower, the “Borrowers”), the Lenders parties
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties
thereto
	 
	 	 	 	 
	6.

	 	Assigned Interest:	 	 








 




			
	1	 	Select as applicable.




 









 










	 	 	 	 	 	 	 	 	 
	Aggregate Amount of	 	Amount of	 	 	 	 	 
	Commitment/Loans	 	Commitment/Loans	 	 	Percentage Assigned of	 
	for all Lenders	 	Assigned	 	 	Commitment/Loans2	 
	$
	 	$	 	 	 	 	%	 
	$
	 	$	 	 	 	 	%	 






Effective Date: ______________, 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]




The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire
in which the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrowers, the Loan
Parties and their Affiliates or their respective securities) will be made available and who may
receive such information in accordance with the Assignee’s compliance procedures and applicable
laws, including Federal and state securities laws.




The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR

 	 
	 	 	 
	 	[NAME OF ASSIGNOR] 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE

 	 
	 	 	 
	 	[NAME OF ASSIGNEE] 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 





 




			
	2	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders.




2









 










	 	 	 	 	 
	 	Consented to and Accepted:



JPMORGAN CHASE BANK, N.A., as

Administrative Agent

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	Consented to:



[POLO RALPH LAUREN CORPORATION,

as Parent Borrower

 	 
	 	By  	 	 
	 	 	Title:]3 	 
	 	 	 	 
	 
	 	[NAME OF ISSUING BANK], as Issuing Bank

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 
	 





 




			
	3	 	To be added only if the consent of the Parent
Borrower is required by Section 10.04(b)(i)(A) of the Credit Agreement.




3









 










ANNEX 1




CREDIT AGREEMENT DATED AS OF MARCH 10, 2011 AMONG POLO RALPH LAUREN CORPORATION, ACQUI POLO C.V.,

POLO RALPH LAUREN KABUSHIKI KAISHA AND POLO RALPH LAUREN ASIA PACIFIC LIMITED, THE LENDERS PARTIES

THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE
OTHER AGENTS PARTIES
 THERETO




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



          1. Representations and Warranties.


          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.


          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 5.01(a) and (b)
thereof, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender and (v) if it is a Non-U.S.
Lender, attached to the Assignment and Assumption is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.


          2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after the Effective
Date.



 









 







          3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by email or telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the State of New York.



2









 








Exhibit B





	 
	 
	 
	 
	 
	To:	 	JPMorgan Chase Bank, N.A.,

          As Administrative Agent

Loan and Services Group, 9th Floor

125 London Wall

London, EC2Y 5AJ

United Kingdom

          and

The Lenders set forth on Schedule A hereto





Ladies and Gentlemen:




     We have acted as special New York legal counsel to Polo Ralph Lauren Corporation, a Delaware
corporation (the “Corporation”), Acqui Polo C.V., a partnership organized under the laws of the
Netherlands (“Acqui”), Polo Ralph Lauren Kabushiki Kaisha, a corporation organized under the laws
of Japan (“PRLKK”), and Polo Ralph Lauren Asia Pacific Limited, a corporation organized under the
laws of Hong Kong (“PRLAPL”), and together with Acqui and PRLKK, the “Subsidiary Borrowers”) and
the entities set forth on Schedule B hereto (the “Subsidiary Guarantors,” and together with
the Corporation, the “U.S. Loan Parties”), in connection with the Credit Agreement, dated as of
March 10, 2011, (the “Credit Agreement”) among the Corporation, the Subsidiary Borrowers, the
Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent”), and the Guarantee Agreement, dated as of March 10, 2011 (the “Guarantee Agreement”)
executed by each of the Subsidiary Guarantors in favor of the Administrative Agent.



     This opinion is being delivered to you pursuant to Section 4.01(d) of the Credit Agreement.
Capitalized terms used herein without definition shall have the meanings specified in the Credit
Agreement.



     In connection with this opinion, we have examined and relied upon: (i) the Credit Agreement,
the Guarantee Agreement and the exhibits and schedules thereto (collectively, the
“Transaction Agreements”), (ii) for each U.S. Loan Party that is a corporation, the
Certificate or Articles of Incorporation and Bylaws, as amended to date, of such U.S. Loan Party,
and appropriate records of the corporate proceedings of each such U.S. Loan Party, (iii) for each
U.S. Loan Party that is a limited liability company, the Certificate or Articles of Formation and
the Limited Liability Company Operating Agreement of such U.S. Loan Party, as amended to date, and
appropriate records of the company proceedings of such U.S. Loan Party, (iv) for each U.S. Loan
Party that is a limited partnership, the Certificate of Limited Partnership and the limited
partnership agreement of such U.S. Loan Party, as amended to date, and appropriate records of the
partnership proceedings of such U.S. Loan Party, (v) advice from the States of Delaware and New
York as to the incorporation or formation and good standing of each U.S. Loan Party incorporated or
formed in such State, (vi) originals or copies certified or otherwise identified to our
satisfaction of such records, agreements, instruments and certificates of public officials and of
the U.S. Loan Parties and Subsidiary Borrowers as we have deemed necessary and relevant to




 









 








form the
basis for our opinions herein. We have not conducted any independent investigation, examination or
inquiry of factual matters in rendering the opinions set forth in this letter other than the
document examination described herein, and our opinion is qualified in all respects by the scope of
such document examination.




     In our examination, we have assumed, and express no opinion as to, the genuineness of all
signatures, the authenticity and completeness of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies, the authenticity of the
originals of such latter documents and the legal competence and capacity of all natural persons.
We have also assumed that the Transaction Agreements are binding and enforceable obligations of
each of the parties thereto (other than the U.S. Loan Parties and the
Subsidiary Borrowers), and that each such other party and each Subsidiary Borrower has
obtained all consents, authorizations (including corporate or partnership authorization, as the
case may be, by the Subsidiary Borrowers), permits and governmental approvals required for the
consummation and performance of the Transaction Agreements to which it is a party (except as
otherwise provided in Paragraph 3 below). As to certain factual matters material to this opinion,
we have relied upon representations and warranties of the U.S. Loan Parties and the Subsidiary
Borrowers with respect thereto set forth in the Transaction Agreements or in certificates with
respect thereto signed by officers of the U.S. Loan Parties and the Subsidiary Borrowers, to the
extent deemed appropriate by us, and we have made no independent investigation thereof, except as
expressly indicated herein. We have assumed the accuracy and completeness of the information
obtained from public officials and records included in the documents referred to above.



     We have assumed that there was not any fraud, misrepresentation, omission or deceit by any
person in connection with the negotiation, execution, delivery and performance of the Transaction
Agreements or any of the documents contemplated thereby. We have also assumed the absence of any
mutual mistake of fact or misunderstanding, duress or undue influence in the negotiation, execution
or delivery of the Transaction Agreements. We have further assumed that there are not any
agreements or understandings, written or oral, between or among the U.S. Loan Parties, the
Subsidiary Borrowers and the other parties to the Transaction Agreements or any waiver of a right
or remedy or usage of trade or course of prior dealings among the parties that would define, alter,
supplement or qualify the terms of the Transaction Agreements or the Scheduled Agreements (as
hereinafter defined) to which any U.S. Loan Party or Subsidiary Borrower is a party.




     When, in this opinion, we have used the phrases “to our knowledge,” “known to us” or phrases
of like import, such phrases refer only to the present actual knowledge (i.e., conscious awareness)
of the attorneys who are presently with this firm and who our records indicate have devoted
substantive attention to matters related to the Transaction Agreements. In addition, except as
expressly set forth in this letter, we have not, in rendering our opinions in Paragraph 2(d) below,
reviewed court or other public records, but rather have relied, solely as to the factual existence
of any court orders, suits, actions, proceedings, litigation or investigations of the type
referenced therein, on (i) certificates of officers of the U.S. Loan Parties and the Subsidiary
Borrowers and (ii) the representations and warranties of the U.S. Loan Parties and the Subsidiary
Borrowers contained in the Transaction Agreements.













 





     Although, in connection with rendering this opinion, we have made the assumptions set forth
above and below and have relied upon the representations, warranties and certificates referenced
above, nothing has come to our attention that has caused us to believe that we are not justified in
relying on any of such assumptions or on any of such representations, warranties or certificates.



     We do not assume any responsibility for the accuracy, completeness or fairness of any
information, including, but not limited to, financial information, furnished to you by or on behalf
of the U.S. Loan Parties and/or the Subsidiary Borrowers concerning the business, assets and
affairs of the U.S. Loan Parties and/or the Subsidiary Borrowers or any other information furnished
to you by or on behalf of the U.S. Loan Parties and/or the Subsidiary Borrowers or furnished by us
as special New York counsel to the U.S. Loan Parties and the Subsidiary Borrowers, except for our
conclusions of law in this opinion letter.



     When the statements in this opinion are qualified by the term “material,” those statements
involve judgments and opinions as to the materiality or lack of materiality of any matter to the
U.S. Loan Parties, the Subsidiary Borrowers or their respective businesses, prospects, assets or
financial conditions, which judgments and opinions are entirely those of the U.S. Loan Parties, the
Subsidiary Borrowers and their respective officers, after having been advised by us as to the legal
effect and consequences of such matters; however, such opinions and judgments are not known to us
to be incorrect.



     In rendering the opinions herein with respect to matters of good standing and other matters
within the knowledge of public officials, we have relied solely upon certificates of recent date of
such officials.



     Based on the foregoing, and subject to the assumptions and qualifications hereinafter set
forth, it is our opinion that:



     1. Based solely on the advice from the States of their respective incorporation or formation,
each of the U.S. Loan Parties has been duly incorporated or formed, is existing and is in good
standing under the laws of the State of such U.S. Loan Party’s incorporation or formation. Each
U.S. Loan Party has the corporate, limited liability company or limited partnership, as the case
may be, power and authority to own its property and to conduct its business as is now being
conducted.



     2. The execution, delivery and performance by each U.S. Loan Party of the Transaction
Agreements to which it is a party (a) have been duly authorized by all requisite corporate, limited
liability company or limited partnership action on the part of such U.S. Loan Party, (b) will not
result in a breach of or constitute a default under as applicable, the Articles or Certificate of
Incorporation or Bylaws, the Certificate or Articles of Formation or the Limited Liability Company
Operating Agreement or the Certificate of Limited Partnership or the limited partnership agreement
of such U.S. Loan Party, (c) will not violate any law, rule or regulation of the United States of
America or the State of New York or the General Corporation Law of the State of Delaware, or the
Limited Liability Company Act of the State of Delaware or the Revised Uniform Limited Partnership
Act of the State of Delaware, (d) will not violate any judgment, order or decree of any court or
governmental authority of the United States of America or the













 





State of New York of which we have
knowledge, naming any U.S. Loan Party, and (e) will not violate any of the agreements listed on
Schedule C hereto (the “Scheduled Agreements”).




     3. The execution, delivery and performance by each Subsidiary Borrower of the Transaction
Agreements to which it is a party will not result in a breach of or constitute a default
under (a) any law, rule or regulation of the United States of America or the State of New York
or (b) the Schedule Agreements.



     4. Each of the Transaction Agreements to which any U.S. Loan Party is a party has been duly
executed and delivered by such U.S. Loan Party. Each of the Transaction Agreements to which any
U.S. Loan Party or any Subsidiary Borrower is a party constitutes the valid and legally binding
obligation of such U.S. Loan Party or Subsidiary Borrower, as the case may be, enforceable against
such U.S. Loan Party or Subsidiary Borrower in accordance with its terms.



     5. No authorization, approval, or other action by any U.S. Loan Party or Subsidiary Borrower,
and no notice to, consent of, order of or filing by any U.S. Loan Party or Subsidiary Borrower
with, any United States Federal or New York governmental authority, or under the General
Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of
Delaware or the Revised Uniform Limited Partnership Act of the State of Delaware is required in
connection with the execution, delivery and performance by such U.S. Loan Party or Subsidiary
Borrower of the Transaction Agreements to which it is a party.



     6. To our knowledge, there is no pending or threatened action, suit, or proceeding against any
U.S. Loan Party or Subsidiary Borrower, or the property of any U.S. Loan Party or Subsidiary
Borrower, in any court or tribunal, or before any arbitrator of any kind or before or by any
governmental authority (A) asserting the invalidity of any of the Transaction Agreements or any
document to be delivered by any U.S. Loan Party or Subsidiary Borrower thereunder, or (B) seeking
any determination or ruling that might materially and adversely affect (i) the performance by any
U.S. Loan Party or Subsidiary Borrower of its obligations under the Transaction Agreements or any
document to be delivered thereunder, or (ii) the validity or enforceability of the Transaction
Agreements or any documents to be delivered thereunder.



     7. No U.S. Loan Party or Subsidiary Borrower is an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940, as amended.



     The opinions herein are subject to the following qualifications:


          (i) We express no opinion as to the enforceability of any provision of the Transaction
Agreements or other instruments to the extent such provision may be subject to, and affected by (A)
applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of
creditors or other similar state or federal laws affecting the rights and remedies of creditors
generally (including, without limitation, fraudulent conveyance or transfer laws) and judicially
developed doctrines in this area, such as equitable subordination and substantive consolidation of
entities, (B) equitable principles (whether considered in a proceeding in equity or at law), (C) an
implied covenant of good faith, diligence, reasonableness and fair dealing, concepts of materiality
and the requirement that the right, remedy or penalty sought to be proportionate to the breach,
default or injury, (D) possible judicial action giving effect to foreign













 








laws or foreign
governments or judicial action affecting or relating to the rights or remedies of creditors, and
(E) compliance with, and limitations imposed by, procedural requirements relating to the exercise
of remedies. In addition, we express no opinion on the enforceability of certain rights and
remedies set forth in the Transaction Agreements or other instruments to the extent such rights or
remedies may be limited by applicable state law, but in our opinion, such laws will
not materially interfere with the practical realization of the principal benefits intended to
be provided by the Transaction Agreements or such instruments.



          (ii) We express no opinion with respect to the enforceability of provisions in the Transaction
Agreements providing for (A) specific performance, injunctive relief or other equitable remedies,
regardless of whether such enforceability is sought in a proceeding in equity or at law, (B) any
indemnification, hold harmless, release or exculpation, the enforceability of which may be limited
by applicable federal and state securities laws and general principles of public policy or that
purport to indemnify or hold harmless a party for, or release, exculpate or exempt a party from,
its own action or inaction involving gross negligence, recklessness, willful misconduct or unlawful
conduct or (C) a choice of law to the extent limited by the choice-of-law rules of the State of New
York and general principles of public policy.


          (iii) We express no opinion concerning any provisions in the Transaction Agreements which (A)
purport to change or alter the manner in which service of process may be effected under applicable
law, (B) relate to the submission of jurisdiction, insofar as they purport to confer subject matter
jurisdiction on a court to adjudicate any controversy relating to the Transaction Agreements in any
circumstances in which such court would not have subject matter jurisdiction, (C) relate to the
enforceability of the choice of New York law in an action or proceeding in Federal court or in a
state court outside of the State of New York or (D) relate to setoffs in respect of participations
purchased in the Loans or the Letters of Credit.


          (iv) We express no opinion concerning any law other than the internal laws of the State of New
York, the General Corporation Law of the State of Delaware, the Limited Liability Act of the State
of Delaware, the Revised Uniform Limited Partnership Act of the State of Delaware and the federal
law of the United States, and we express no opinion with respect to the applicability thereto or
the effect of the laws of any other jurisdiction, or in the case of Delaware, any other laws, or as
to matters of municipal law or the laws of any local agencies within any state. We note that we
are not members of the Bar of the State of Delaware and our knowledge of the General Corporation
Law of the State of Delaware, the Limited Liability Act of the State of Delaware and the Revised
Uniform Limited Partnership Act of the State of Delaware is derived from a reading of the most
recent compilation of such statutes available to us without consideration of any judicial or
administrative interpretations thereof.


          (v) We express no opinion as to compliance with applicable environmental, pension, tax,
employee benefit, land use, anti-money laundering, antifraud or antitrust statutes, rules or
regulations of state or federal law.


          (vi) We express no opinion with respect to or regarding any matters pertaining to patents,
trademarks or copyrights.













 







          (vii) We express no opinion as to the enforceability of any provision in any of the
Transaction Agreements (A) purporting to preclude the modification of a Transaction Agreement other
than through a writing signed by all the parties to such Transaction Agreement, (B) to the effect
that failure to exercise or delay in exercising a right or remedy will not operate as a waiver of
the right or remedy, (C) purporting to require the payment or reimbursement of fees, costs,
expenses, or other amounts without regard to whether they are reasonable in nature or
amount, or (D) purporting to bind third parties who are not parties to the Transaction
Agreements.


          (viii) We express no opinion as to any mortgage, indenture, lease, contract or other agreement
(oral or written) or undertaking of any U.S. Loan Party or Subsidiary Borrower other than the
Scheduled Agreements.


          (ix) Our opinions set forth above are based upon our consideration of those statutes, rules
and regulations which, in our experience, are normally applicable to those transactions
contemplated by the Transaction Agreements.


          (x) We express no opinion as to the enforceability of any purported waiver by any Person of
any right granted pursuant to statute which may not be legally waived or the effectiveness of any
purported waiver by any Person of any right granted pursuant to statute which may not be legally
waived.



     Our opinions set forth in this letter are based upon the facts in existence and the laws in
effect on the date hereof and we expressly disclaim any obligation to update our opinions herein,
regardless of whether changes in such facts or laws come to our attention after the delivery
hereof.



     This opinion is rendered only to you and is solely for your benefit in connection with the
above transactions. This opinion may not be relied upon by any other Person or for any other
purpose without our prior written consent. At your request, we hereby consent to reliance hereon
by any assignee under the Agreement pursuant to an assignment that is made and consented to in
accordance with the express provisions of Section 10.04 of the Credit Agreement, on the condition
and understanding that (i) this opinion speaks only as of the date hereof, (ii) we have no
responsibility or obligation to update this opinion, to consider its applicability or correctness
to other than its addressees, or to take into account changes in law, facts or any other
developments of which we may later become aware, and (iii) any such reliance by a future assignee
must be actual and reasonable under the circumstances existing at the time of assignment, including
any changes in law, facts or any other developments known to or reasonably knowable by the assignee
at such time.













 





     This opinion may not be used, circulated, quoted or otherwise referred to for any other
purpose other than disclosure (i) to your auditors and professional advisers, and (ii) as required
by law or pursuant to legal process.




	 	 	Very truly yours,






	cc: 	 	JPMorgan Chase Bank, N.A.

10 South Dearborn, Floor 7

Chicago, Illinois 60603

Attention: Margaret Seweryn














 











SCHEDULE A




LENDERS



JPMorgan Chase Bank, N.A.




Bank of America, N.A.




Wells Fargo Bank, N.A.




Deutsche Bank AG New York Branch




HSBC Bank USA, N.A.




Sumitomo Mitsui Banking Corporation




UBS AG, Stamford Branch




Barclays Bank PLC




Goldman Sachs Bank USA














 








SCHEDULE B




SUBSIDIARY GUARANTORS



	 	 	 
	Subsidiary Guarantor	 	Jurisdiction
	Acqui Polo GP, LLC

	 	Delaware
	Fashions Outlet of America, Inc.

	 	Delaware
	Polo Apparel, LLC

	 	Delaware
	PRL Fashions, Inc.

	 	Delaware
	PRL Financial Corporation

	 	Delaware
	PRL International, Inc.

	 	Delaware
	PRL Netherlands Limited, LLC

	 	Delaware
	PRL USA Holdings, Inc.

	 	Delaware
	PRL USA, Inc.

	 	Delaware
	Ralph Lauren Home Collection, Inc.

	 	Delaware
	RL Fragrances, LLC

	 	Delaware
	Sun Apparel, LLC

	 	Delaware
	The Polo/Lauren Company, L.P.

	 	New York
	The Ralph Lauren Womenswear Company, L.P.

	 	Delaware
















 






SCHEDULE C




SCHEDULED AGREEMENTS



U.S.A. Design and Consulting Agreement, dated January 1, 1985, between Ralph Lauren,
individually and d/b/a Ralph Lauren Design Studio, and Cosmair, Inc., and letter Agreement related
thereto dated January 1, 1985.




Restated U.S.A. License Agreement, dated January 1, 1985, between Ricky Lauren and Mark N. Kaplan,
as Licensor, and Cosmair, Inc., as Licensee, and letter Agreement related thereto dated January 1,
1985.




Foreign Design and Consulting Agreement, dated January 1, 1985, between Ralph Lauren, individually
and d/b/a Ralph Lauren Design Studio, as Licensor, and L’Oreal S.A., as Licensee, and letter
Agreements related thereto dated January 1, 1985, September 16, 1994 and October 25, 1994.




Restated Foreign License Agreement, dated January 1, 1985, between The Polo/Lauren Company, as
Licensor, and L’Oreal S.A., as Licensee, Letter Agreement related thereto dated January 1, 1985,
and Supplementary Agreement thereto, dated October 1, 1991.




Amendment, dated November 27, 1992, to Foreign Design and Consulting Agreement and Restated Foreign
License Agreement.




Amended and Restated Employment Agreement, dated as of June 17, 2003, between Polo Ralph Lauren
Corporation and Ralph Lauren.




Asset Purchase Agreement by and among Polo Ralph Lauren Corporation, RL Childrenswear Company, LLC
and The Seller Affiliate Group (as defined therein) dated March 25, 2004.




Amendment No. 1, dated as of July 2, 2004, to Asset Purchase Agreement by and among Polo Ralph
Lauren Corporation, RL Childrenswear Company, LLC and The Seller Affiliate Group (as defined
therein).




Agency Agreement dated October 5, 2006, between Polo Ralph Lauren Corporation and Deutsche Bank AG,
London Branch and Deutsche Bank Luxemburg S.A., as fiscal and principal paying agent.




Amended and Restated Employment Agreement, effective as of October 14, 2009, between Polo Ralph
Lauren Corporation and Roger N. Farah.




Amendment No. 1, dated March 29, 2010, to the Amended and Restated Employment Agreement between
Polo Ralph Lauren Corporation and Roger N. Farah.




Definitive Agreement, dated April 13, 2007, among Polo Ralph Lauren Corporation, PRL Japan
Kabushiki Kaisha, Onward Kashiyama Co., Ltd and Impact 21 Co., Ltd.




Employment Agreement, effective as of October 14, 2009, between Polo Ralph Lauren Corporation and
Jackwyn Nemerov.




Employment Agreement, effective as of September 28, 2009, between Polo Ralph Lauren Corporation and
Tracey T. Travis.




Employment Agreement, effective as of October 14, 2009, between Polo Ralph Lauren Corporation and
Mitchell A. Kosh.














 








Registration Rights Agreement dated as of June 9, 1997 by and among Ralph Lauren, GS Capital
Partners, L.P., GS Capital Partner PRL Holding I, L.P., GS Capital Partners PRL Holding II, L.P.,
Stone Street Fund 1994, L.P., Stone Street 1994 Subsidiary Corp., Bridge Street Fund 1994, L.P.,
and Polo Ralph Lauren Corporation




Foreign Design and Consulting Agreement, dated January 1, 1985, between Ralph Lauren, individually
and d/b/a Ralph Lauren Design Studio, as Licensor, and L’Oreal S.A., as Licensee, and letter
Agreements related thereto dated January 1, 1985, September 16, 1994 and October 25, 1994




Amendment No. 2, dated November 9, 2010, to the Amended and Restated Employment Agreement, between
Polo Ralph Lauren Corporation and Ralph Lauren, in reference to the Form 8-K which was previously
filed on July 21, 2010














 







EXHIBIT C




GUARANTEE AGREEMENT




     GUARANTEE AGREEMENT, dated as of March __, 2011 (this “Guarantee”), made by each of
the signatories hereto (together with any other entity that may become a party hereto as provided
herein, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent
(in such capacity, the “Administrative Agent”) for the banks and other financial
institutions or entities (the “Lenders”) from time to time party to the Credit Agreement,
dated as of March __, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Polo Ralph Lauren Corporation (the “Parent Borrower”),
Acqui Polo C.V., Polo Ralph Lauren Kabushiki Kaisha and Polo Ralph Lauren Asia Pacific Limited
(together with the Parent Borrower, the “Borrowers”), the Lenders and the Administrative
Agent.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make
extensions of credit to the Borrowers upon the terms and subject to the conditions set forth
therein;



     WHEREAS, each Borrower is a member of an affiliated group of companies that includes each
Guarantor;



     WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in
part to enable the Borrowers to make valuable transfers to one or more of the Guarantors in
connection with the operation of their respective businesses;



     WHEREAS, the Borrowers and the Guarantors are engaged in related businesses, and each
Guarantor will derive substantial direct and indirect benefit from the making of the extensions of
credit under the Credit Agreement; and



     WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective
extensions of credit to the Borrowers under the Credit Agreement that the Guarantors shall have
executed and delivered this Guarantee to the Administrative Agent for the ratable benefit of the
Lenders;



     NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and
the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrowers thereunder, each Guarantor hereby agrees with the
Administrative Agent, for the ratable benefit of the Lenders, as follows:



SECTION 1. DEFINED TERMS




     1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.



     (b) The following terms shall have the following meanings:



 









 




          “Borrower Obligations”: the collective reference to the unpaid principal of and
interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of
each Borrower (including, without limitation, interest accruing at the then applicable rate
provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and
interest accruing at the then applicable rate provided in the Credit Agreement after the filing of
any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case
of any Specified Swap Agreement and Specified Cash Management Agreement, any Affiliate of any
Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing
or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement
and this Guarantee, any Letter of Credit, any Specified Swap Agreement, any Specified Cash
Management Agreement, or any other document made, delivered or given in connection with any of the
foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid
by any Borrower pursuant to the terms of any of the foregoing agreements).


          “Reimbursement Obligation”: the obligation of the Parent Borrower (or a Subsidiary,
if applicable) to reimburse the applicable Issuing Bank pursuant to Section 2.04(e) of the Credit
Agreement for amounts drawn under Letters of Credit.



     1.2
Other Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and “hereunder”
and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole
and not to any particular provision of this Guarantee, and Section and Schedule references are to
this Guarantee unless otherwise specified.



     (b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.



SECTION 2. GUARANTEE




     2.1
Guarantee. (a) Each Guarantor hereby, jointly and severally, unconditionally and irrevocably
guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment and performance by
each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the
Borrower Obligations. As used in this Guarantee, the term “Lenders” includes affiliates of Lenders
which are parties to any Specified Cash Management Agreements or Specified Swap Agreements.



     (b) Anything herein to the contrary notwithstanding, the maximum liability of each Guarantor
hereunder shall in no event exceed the amount which can be guaranteed by such Guarantor under
applicable federal and state laws relating to the insolvency of debtors (after giving effect to the
right of contribution established in Section 2.2).



2 









 





     (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without impairing this Guarantee or
affecting the rights and remedies of the Administrative Agent or any Lender hereunder.



     (d) This Guarantee shall remain in full force and effect until all the Borrower Obligations
and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in
full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments
shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement
the Borrowers may be free from any Borrower Obligations.



     (e) No payment made by any Borrower, any Guarantor, any other guarantor or any other Person or
received or collected by the Administrative Agent or any Lender from any Borrower, any Guarantor,
any other guarantor or any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or in payment of the
Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability
of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Borrower Obligations or any payment received or collected
from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower
Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations
are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the
Commitments are terminated.



     2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall
have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor hereunder which has
not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be
subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no
respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the
Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the
full amount guaranteed by such Guarantor hereunder.



     2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or
application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall
be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against
the Borrowers or any other Guarantor or any collateral security or guarantee or right of offset
held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor
shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Borrowers or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the
Borrowers on account of the Borrower Obligations are paid in full in immediately available funds,
no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall
be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower
Obligations shall not have been paid in full in immediately available funds, such amount shall be
held by such Guarantor for the benefit of the Administrative Agent and the Lenders, segregated from
other funds of such Guarantor, and shall,



3









 





forthwith upon receipt by such Guarantor, be turned over
to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such
Guarantor to the Administrative Agent, if required), to be applied against the Borrower
Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.




     2.4 Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall remain
obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor
and without notice to or further assent by any Guarantor, any demand for payment of any of the
Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the
Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower
Obligations, or the liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and any
other documents executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the Administrative Agent or
any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered
or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations
or for this Guarantee.



     2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the
creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof
of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this
Guarantee; the Borrower Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this
Guarantee; and all dealings between any Borrower and any Guarantor, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to
have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to or upon the
Borrowers or any Guarantor with respect to the Borrower Obligations. Each Guarantor understands
and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity or enforceability of the
Credit Agreement, any of the Borrower Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense
of payment or performance) which may at any time be available to or be asserted by any Borrower or
any other Person against the Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower
for the Borrower Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any
other instance. When making any demand hereunder or otherwise pursuing its rights and remedies
hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no
obligation to, make a similar demand on or



 









 





otherwise pursue such rights and remedies as it may have
against the Borrowers, any other Guarantor or any other Person or against any collateral security
or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any
failure by the Administrative Agent or any Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other
Person or to realize upon any such collateral security or guarantee or to exercise any such right
of offset, or any release of any Borrower, any other Guarantor or any other Person or any such
collateral security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Administrative Agent or any Lender against
any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of
any legal proceedings.




     2.6 Reinstatement. This Guarantee shall continue to be effective, or shall be reinstated, as the
case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is
rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been made.



     2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the
Administrative Agent without set-off or counterclaim in dollars or the applicable Alternative
Currency at the office of the Agent located at JPMorgan Chase Bank, N.A., Loan and Agency Services
Group, 10 South Dearborn, Floor 7, Chicago, Illinois 60603.



SECTION 3. THE ADMINISTRATIVE AGENT




     Each Guarantor acknowledges that the rights and responsibilities of the Administrative Agent
under this Guarantee with respect to any action taken by the Administrative Agent or the exercise
or non-exercise by the Administrative Agent of any right or remedy provided for herein or resulting
or arising out of this Guarantee shall, as between the Administrative Agent and the Lenders, be
governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Guarantors, the Administrative Agent shall be conclusively presumed to
be acting as agent for the Lenders with full and valid authority so to act or refrain from acting,
and no Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such
authority.



SECTION 4. MISCELLANEOUS




     4.1 Amendments in Writing. None of the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified except in accordance with Section 10.02(b) of the
Credit Agreement.



     4.2 Notices. All notices, requests and demands to or upon the Administrative Agent, any Lender or
any Guarantor to be effective shall be in writing, shall be given in the manner and



5









 




at the addresses specified in Section 10.01 of the Credit Agreement (or, in the case of any Guarantor, to
such Guarantor c/o the Parent Borrower at the address of the Parent Borrower set forth in said
Section or at such other address as the Parent Borrower may provide in accordance with Section
10.01(c) of the Credit Agreement) and shall be deemed to have been duly given or made when
received.




     4.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any
Lender shall by any act (except by a written instrument pursuant to Section 4.1), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default. No failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on
any one occasion shall not be construed as a bar to any right or remedy which the Administrative
Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.



     4.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each
Lender and the Administrative Agent for all its reasonable out-of-pocket expenses incurred in
collecting against such Guarantor under this Guarantee or otherwise enforcing or preserving its
rights under this Guarantee, including, without limitation, the fees and disbursements of counsel
to each Lender and of counsel to the Administrative Agent.



     (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders
harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any
and all stamp, excise, sales or similar taxes which may be payable or determined to be payable in
connection with any of the transactions contemplated by this Guarantee.



     (c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders
harmless from, any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to
the execution, delivery, enforcement, performance and administration of this Guarantee to the
extent the Parent Borrower would be required to do so pursuant to Section 10.03 of the Credit
Agreement.



     (d) The agreements in this Section 4.4 shall survive repayment of the Borrower Obligations and
all other amounts payable under the Credit Agreement.



     4.5 Successors and Assigns. This Guarantee shall be binding upon the successors and assigns of
each Guarantor and shall inure to the benefit of the Administrative Agent and the Lenders and their
successors and assigns; provided that no Guarantor may assign, transfer or delegate any of
its rights or obligations under this Guarantee without the prior written consent of the
Administrative Agent.



6









 





     4.6 Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each
of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of any Guarantor against any of and all the
obligations of such Guarantor now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand for payment under this
Guarantee and although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of setoff) which such
Lender may have.



     4.7 Counterparts. This Guarantee may be executed by one or more of the parties to this Guarantee
on any number of separate counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.



     4.8 Severability. Any provision of this Guarantee which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.



     4.9 Section Headings. The Section headings used in this Guarantee are for convenience of
reference only and are not to affect the construction hereof or be taken into consideration in the
interpretation hereof.



     4.10 Integration. This Guarantee represents the agreement of each Guarantor with respect to the
subject matter hereof, and there are no promises, undertakings, representations or warranties by
the Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents.



     4.11 GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     4.12 Submission To Jurisdiction; Waivers. (a) Each Guarantor hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Guarantee, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in
this Guarantee shall affect any right that the Administrative Agent, any Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Guarantee against any
Guarantor or its properties in the courts of any jurisdiction.



7









 





     (b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



     (c) Each party to this Guarantee irrevocably consents to service of process in the manner
provided for notices in Section 4.2. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     (d) Each Guarantor waives, to the maximum extent not prohibited by law, any right it may have
to claim or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.



     4.13 Additional Guarantors. Each Subsidiary of the Parent Borrower that is required to become a
party to this Guarantee pursuant to Section 5.09 of the Credit Agreement or is designated by the
Parent Borrower to be a Guarantor pursuant to the definition of “Guarantor” in Section 1.01 of the
Credit Agreement shall execute and deliver to the Administrative Agent an Assumption Agreement in
the form of Annex 1 hereto and thereupon shall become a Guarantor under this Guarantee.



     4.14 Releases. (a) At such time as the Loans, the Reimbursement Obligations and the other
Borrower Obligations shall have been paid in full in immediately available funds, the Commitments
have been terminated and no Letters of Credit shall be outstanding, this Guarantee Agreement and
all obligations (other than those expressly stated to survive such termination) of the
Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any
instrument or performance of any act by any party.



     (b) At the request and sole expense of the Parent Borrower, a Guarantor shall be released from
its obligations hereunder in the event that all the Equity Interests of such Guarantor shall be
sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement;
provided that the Parent Borrower shall have delivered to the Administrative Agent, at
least ten Business Days prior to the date of the proposed release, a written request for release
identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable
detail, including the price thereof and any expenses in connection therewith, together with a
certification by the Parent Borrower stating that such transaction is in compliance with the Credit
Agreement.



     4.15 WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY



8









 





WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



9









 





     IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee Agreement to be
duly executed and delivered as of the date first above written.



	 	 	 	 	 
	 	ACQUI POLO GP, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	FASHIONS OUTLET OF AMERICA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	POLO APPAREL, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	PRL FASHIONS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PRL FINANCIAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	PRL INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	PRL NETHERLANDS LIMITED, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	PRL USA HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	PRL USA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	RALPH LAUREN HOME COLLECTION, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	RL FRAGRANCES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	SUN APPAREL, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 



3









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE POLO/LAUREN COMPANY, L.P.

 	 
	 	By:  	PRL International, Inc. its General Partner 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 
	 	THE RALPH LAUREN WOMENSWEAR COMPANY, L.P.	 
	 	BY:  	Polo Ralph Lauren Womenswear, LLC,
its General Partner 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Tracey T. Travis 	 
	 	 	Title:  	Senior Vice President &

Chief Financial Officer 	 
	 




4











 





Annex 1 to

Guarantee Agreement




          ASSUMPTION AGREEMENT, dated as of ________________, 201_, made by ____________________ (the
“Additional Guarantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in
such capacity, the “Administrative Agent”) for the banks and other financial institutions
or entities (the “Lenders”) parties to the Credit Agreement referred to below. All
capitalized terms not defined herein shall have the meaning ascribed to them in such Credit
Agreement.




W I T N E S S E T H :




          WHEREAS, Polo Ralph Lauren Corporation (the “Parent Borrower”), Acqui Polo C.V., Polo
Ralph Lauren Kabushiki Kaisha and Polo Ralph Lauren Asia Pacific Limited, the Lenders and the
Administrative Agent have entered into the Credit Agreement, dated as of March __, 2011 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);




          WHEREAS, in connection with the Credit Agreement, certain of the Parent Borrower’s
Subsidiaries (other than the Additional Guarantor) have entered into the Guarantee Agreement, dated
as of March __, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Guarantee Agreement”) in favor of the Administrative Agent for the benefit of the Lenders;




          WHEREAS, the Credit Agreement requires or permits the Additional Guarantor to become a party
to the Guarantee Agreement; and




          WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption Agreement
in order to become a party to the Guarantee Agreement;




          NOW, THEREFORE, IT IS AGREED:




          1. Guarantee Agreement. By executing and delivering this Assumption Agreement, as
provided in Section 4.13 of the Guarantee Agreement, the Additional Guarantor hereby becomes a
party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect as if
originally named therein as a Guarantor and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of a Guarantor thereunder.




          2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.





 









 







     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written.




	 	 	 	 	 
	 	[ADDITIONAL GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 












 





EXHIBIT D-1




FORM OF NEW LENDER SUPPLEMENT




          SUPPLEMENT, dated as of _______ ___, 201_, to the Credit Agreement, dated as of March __,
2011, as amended, supplemented or otherwise modified from time to time (the “Credit
Agreement”) among POLO RALPH LAUREN CORPORATION (the “Parent Borrower”), ACQUI POLO
C.V., POLO RALPH LAUREN KABUSHIKI KAISHA, POLO RALPH LAUREN ASIA PACIFIC LIMITED, the Lenders party
thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.




W I T N E S S E T H:




          WHEREAS, the Credit Agreement provides in Section 2.01(c) thereof that any bank, financial
institution or other entity may become a party to the Credit Agreement with the consent of the
Parent Borrower and the Administrative Agent (which consent of the Administrative Agent shall not
be unreasonably withheld) by executing and delivering to the Parent Borrower and the Administrative
Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and




          WHEREAS, the undersigned now desires to become a party to the Credit Agreement;




          NOW, THEREFORE, the undersigned hereby agrees as follows:




          1. The undersigned agrees to be bound by the provisions of the Credit Agreement, and agrees
that it shall, on the date this Supplement is accepted by the Parent Borrower and the
Administrative Agent (or on such other date as may be agreed upon among the undersigned, the Parent
Borrower and the Administrative Agent), become a Lender for all purposes of the Credit Agreement to
the same extent as if originally a party thereto, with a Commitment of $_________.




          2. The undersigned (a) represents and warrants that it is legally authorized to enter into
this Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements most recently delivered pursuant to Section 5.01(a) and (b)
thereof and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Supplement; (c) agrees that it has made and will,
independently and without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement or any instrument or
document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers and discretion under the
Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent by the terms thereof, together with such






 









 







powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the
Credit Agreement and will perform in accordance with its terms all the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender including, without
limitation, if it is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 2.15(e) of the Credit Agreement.




          3. The undersigned’s address for notices for the purposes of the Credit Agreement is as
follows:




	 	 	 	 	 

	 

	 	 

(Address)
	 	 
	 
	 	 	 	 
	 

	 	 

(Attention)
	 	 
	 
	 	 	 	 
	 

	 	 

(Telecopy)
	 	 
	 
	 	 	 	 
	 

	 	 

(Telephone)
	 	 






          4. Terms defined in the Credit Agreement shall have their defined meanings when used herein.




[Remainder of page left blank intentionally.]




 









 





     IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by
a duly authorized officer on the date first above written.



	 	 	 	 	 
	 	
(Name of Lender)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


Accepted this __ day of

_________, 201_







POLO RALPH LAUREN CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


Accepted this __ day of

__________, 201_
	 
	 
	 
	 	
JPMORGAN CHASE BANK, N.A. as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT D-2




FORM OF

COMMITMENT INCREASE SUPPLEMENT




          SUPPLEMENT, dated as of _______ ___, 201_, to the Credit Agreement, dated as of March __,
2011, as amended, supplemented or otherwise modified from time to time (the “Credit
Agreement”) among POLO RALPH LAUREN CORPORATION (the “Parent Borrower”), ACQUI POLO
C.V., POLO RALPH LAUREN KABUSHIKI KAISHA, POLO RALPH LAUREN ASIA PACIFIC LIMITED, the Lenders party
thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.




W I T N E S S E T H:




          WHEREAS, the Credit Agreement provides in Section 2.01(d) thereof that any Lender may increase
its Commitment under the Credit Agreement with the consent of the Parent Borrower and the
Administrative Agent by executing and delivering to the Parent Borrower and the Administrative
Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and




          WHEREAS, the undersigned now desires to increase its Commitment under the Credit Agreement;




          NOW, THEREFORE, the undersigned hereby agrees as follows:






     1. The undersigned agrees that, on the date this Supplement is accepted by the Parent
Borrower and the Administrative Agent (or on such other date as may be agreed upon among the
undersigned, the Parent Borrower and the Administrative Agent), its Commitment shall be
increased by $___________ from $_____________ to $___________.




     2. Terms defined in the Credit Agreement shall have their defined meanings when used
herein.



[Remainder of page left blank intentionally.]




 









 





          IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by
a duly authorized officer on the date first above written.




	 	 	 	 	 
	 	
(Name of Lender)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


Accepted this __ day of

_________, 201_







POLO RALPH LAUREN CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	




Accepted this __ day of

__________, 201_
	 
	 
	 
	 	
JPMORGAN CHASE BANK, N.A., as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 












 




EXHIBIT E-1




U.S. TAX CERTIFICATE



(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)



     Reference is hereby made to the Credit Agreement dated as of March __, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among POLO RALPH
LAUREN CORPORATION, ACQUI POLO C.V., POLO RALPH LAUREN KABUSHIKI KAISHA, POLO RALPH LAUREN ASIA
PACIFIC LIMITED, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent,
and each lender from time to time party thereto.



     Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any
note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not
a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code and (v) the interest payments in question are not effectively connected with the
undersigned’s conduct of a U.S. trade or business.



     The undersigned has furnished the Administrative Agent and the Borrower with a certificate of
its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at
all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to
the undersigned, or in either of the two calendar years preceding such payments.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Date: ________ __, 201_




 









 








EXHIBIT E-2




U.S. TAX CERTIFICATE



(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)



     Reference is hereby made to the Credit Agreement dated as of March __, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among POLO RALPH
LAUREN CORPORATION, ACQUI POLO C.V., POLO RALPH LAUREN KABUSHIKI KAISHA, POLO RALPH LAUREN ASIA
PACIFIC LIMITED, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent,
and each lender from time to time party thereto.



     Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the Loan(s) (as well as any note(s) evidencing
such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are
the sole beneficial owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), (iii)
with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned
nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered
into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of
the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and
(vi) the interest payments in question are not effectively connected with the undersigned’s or its
partners/members’ conduct of a U.S. trade or business.



     The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY
accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest
exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the
Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the
Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Date: ________ __, 201_




 









 








EXHIBIT E-3




U.S. TAX CERTIFICATE



(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)



     Reference is hereby made to the Credit Agreement dated as of March __, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among POLO RALPH
LAUREN CORPORATION, ACQUI POLO C.V., POLO RALPH LAUREN KABUSHIKI KAISHA, POLO RALPH LAUREN ASIA
PACIFIC LIMITED, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent,
and each lender from time to time party thereto.



     Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the participation in respect of
which it is providing this certificate, (ii) it is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest
payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade
or business.



     The undersigned has furnished its participating Lender with a certificate of its non-U.S.
Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1)
if the information provided on this certificate changes, the undersigned shall promptly so inform
such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a
properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



	 	 	 	 	 
	 	[NAME OF PARTICIPANT]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Date: ________ __, 201_




 









 








EXHIBIT E-4




U.S. TAX CERTIFICATE



(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)



     Reference is hereby made to the Credit Agreement dated as of March __, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among POLO RALPH
LAUREN CORPORATION, ACQUI POLO C.V., POLO RALPH LAUREN KABUSHIKI KAISHA, POLO RALPH LAUREN ASIA
PACIFIC LIMITED, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent,
and each lender from time to time party thereto.



     Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the participation in respect of which it is
providing this certificate, (ii) its partners/members are the sole beneficial owners of such
participation, (iii) with respect to such participation, neither the undersigned nor any of its
partners/members is a bank extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning
of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the
interest payments in question are not effectively connected with the undersigned’s or its
partners/members’ conduct of a U.S. trade or business.



     The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an
IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By
executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



	 	 	 	 	 
	 	[NAME OF PARTICIPANT]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Date: ________ __, 201_