/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
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