{"id":41021,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/fiscal-and-paying-agency-agreement-polo-ralph-lauren-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"fiscal-and-paying-agency-agreement-polo-ralph-lauren-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/fiscal-and-paying-agency-agreement-polo-ralph-lauren-corp-and.html","title":{"rendered":"Fiscal and Paying Agency Agreement &#8211; Polo Ralph Lauren Corp. and The Bank of New York"},"content":{"rendered":"<pre>\n                       FISCAL AND PAYING AGENCY AGREEMENT\n\n            THIS AGREEMENT ('Agreement'), dated as of November 22, 1999, among\nPolo Ralph Lauren Corporation, a corporation incorporated under the laws of the\nState of Delaware (the 'Issuer'), each of the subsidiaries of the Issuer\nidentified on Schedule I hereto and each additional subsidiary that is required\nfrom time to time to become a party hereto pursuant to Section 16 hereof (each a\n'Guarantor' and collectively, the 'Guarantors'), The Bank of New York, acting\nthrough its office at One Canada Square, London E14 5AL, as fiscal and principal\npaying agent ('BONY' or any successor or additional fiscal and principal paying\nagent appointed hereunder being called the 'Agent'). BONY, and\/or any successor\nor additional paying agent appointed hereunder, is sometimes referred to herein\nindividually as a 'Paying Agent' and collectively as the 'Paying Agents').\n\n                              W I T N E S S E T H:\n\n            Section 1. Notes; Guarantees; Appointment of Agent. (a) The Issuer\nhas authorized the creation and issue of euro 275,000,000 6.125 per cent\nunsecured, unsubordinated notes (the 'Notes') due 2006.\n\n            (b) The Guarantors hereby agree, jointly and severally, to guarantee\nfully the Issuer's obligations under the Notes on an equal and ratable basis\n(collectively, the 'Guarantees'), on the terms and subject to the conditions\ndescribed herein, in the Guarantees and in the Notes.\n\n            (c) The Issuer and the Guarantors hereby (i) appoint the Agent to\nact, on the terms and conditions specified herein and in the Notes, as fiscal\nand principal paying agent for the Notes and any other Paying Agent to act on\nthe terms and conditions specified herein and in the Notes, as paying agent for\nthe Notes, and (ii) agree to all of the terms and conditions of the Notes (the\n'Terms and Conditions'), to which the rights of the Noteholders (as defined in\nSection 4(b) below) hereunder shall be subject.\n\n            Section 2. Amount; Execution. (a) The authorized aggregate principal\namount of Notes which may be issued hereunder is euro 275,000,000.\n\n            (b) Each of the Temporary Global Note, the Permanent Global Note and\nthe Definitive Notes, if any (each as defined in Section 4 below), shall be\nexecuted by or on behalf \n\n\n\nof the Issuer by the manual or facsimile signature of an Authorized\nRepresentative (as defined in Section 3 hereof) of the Issuer and authenticated\nmanually by or on behalf of the Agent.\n\n            (c) To evidence its guarantee of the payment of principal and\ninterest and any Additional Amounts in respect of the Notes, each Guarantor\nshall execute a Guarantee, which shall be in substantially the form of Exhibit D\nhereto and shall be endorsed on each Note. Each Guarantor's execution of the\nGuarantee may be evidenced by a manual or facsimile signature of a duly\nauthorized officer and may be imprinted or otherwise reproduced on the\nGuarantee, and for that purpose the Guarantor may adopt and use the facsimile\nsignature of any such officer. Each Guarantee (including the payment of\nprincipal of, premium, if any, and interest and any Additional Amounts on the\nNotes) shall rank pari passu in right of payment with all other present and\nfuture unsecured and unsubordinated indebtedness of such Guarantor and shall\nrank senior in right of payment to all subordinated indebtedness of such\nGuarantor. In the event that any Guarantor is required, by the terms of its\nGuarantee, to make or cause to be made any payment in respect of the Notes,\nreferences to the Issuer in this Agreement (other than in Section 1(a)) shall be\ndeemed to mean and include the Guarantor except where the context otherwise\nrequires.\n\n            Section 3. Authorized Representatives. From time to time the Issuer\nand each Guarantor will furnish the Agent with a certificate of the Issuer or\nsuch Guarantor, as the case may be, certifying the incumbency and specimen\nsignatures of officers authorized to execute Notes or Guarantees on behalf of\nthe Issuer or such Guarantor, as the case may be (each an 'Authorized\nRepresentative'). Until the Agent receives a subsequent incumbency certificate\nof the Issuer or such Guarantor, the Agent shall be entitled to rely on the last\nsuch certificate delivered to it for purposes of determining the Authorized\nRepresentatives. The Agent shall have no responsibility to the Issuer or the\nGuarantors to determine by whom or by what means a facsimile signature may have\nbeen affixed on the Notes, the interest coupons appertaining thereto (the\n'Coupons'), if any, or the Guarantees endorsed on such Notes or to determine\nwhether any facsimile or manual signature is genuine, or if such facsimile or\nmanual signature resembles the specimen signatures filed with the Agent by a\nduly authorized officer of the Issuer or such Guarantor. Any Note or Coupon or\nthe Guarantee endorsed on such Note bearing the manual or facsimile signature of\na person who is an Authorized Representative on the date such signature is\naffixed shall bind the Issuer or such Guarantor, as the case may be, after the\nauthentication and delivery thereof by the Agent, notwithstanding that such\nperson \n\n\n                                       2\n\n\nshall have ceased to hold office on the date such Note, with attached Coupons,\nif applicable, is authenticated and delivered by the Agent.\n\n            Section 4. Form of the Notes and Exchange of Notes. With regard to\nthe issuance of Notes:\n\n            (a) The Temporary Global Note and Permanent Global Note: The Notes\nwill initially be represented by a temporary global note (the 'Temporary Global\nNote') substantially in the form of Exhibit A hereto. The Temporary Global Note\nwill be exchangeable for interests in a permanent global note (the 'Permanent\nGlobal Note') substantially in the form of Exhibit B hereto as set out in the\nterms of the Temporary Global Note. Immediately before issue, the Issuer shall\ndeliver to the Agent, and the Agent (or its agent on its behalf) shall\nauthenticate, the duly executed Temporary Global Note. The Agent shall then\ndeliver the Temporary Global Note upon written instruction of the Issuer to a\ncommon depositary for Morgan Guaranty Trust Company of New York, Brussels\noffice, as operator of the Euroclear System ('Euroclear'), and Cedelbank.\n\n            (b) The Definitive Notes: At any time on or after the Exchange Date\n(as defined in Section 4(c)), the Permanent Global Note will become exchangeable\nin whole, but not in part (free of charge to the holder), for Notes in\ndefinitive form (the 'Definitive Notes') in the denominations of euro 1,000,\neuro 10,000 and euro 100,000 (i) at any time upon request of any holder thereof\n(a 'Noteholder'), including any person who is from time to time shown in the\nrecords of Euroclear or Cedelbank as the holder of a particular principal amount\nof such Notes (an 'Accountholder'), upon at least 60 days' prior written notice\nto the Agent specifying a Definitive Exchange Date (as defined below) or (ii) if\nthe Issuer would suffer a material disadvantage as a result of a change in laws\nor regulations (taxation or otherwise) or as a result of a change in the\npractice of Euroclear and\/or Cedelbank which would not be suffered were the\nNotes in definitive form and a certificate to such effect signed by two duly\nAuthorized Representatives of the Issuer is given to the Agent. Thereupon (in\nthe case of (ii) above) the Issuer may give notice to the Agent and the\nNoteholders of its intention to exchange the Permanent Global Note for\nDefinitive Notes on the Definitive Exchange Date.\n\n            On any Definitive Exchange Date, the Permanent Global Note shall be\nsurrendered to or to the order of the Agent. In exchange for the Permanent\nGlobal Note, the Issuer will deliver, or procure the delivery of, an equal\naggregate principal amount of Definitive \n\n\n                                       3\n\n\nNotes (having attached to them all Coupons in respect of interest which has not\nalready been paid on the Permanent Global Note), security printed in accordance\nwith any applicable legal and stock exchange requirements and in or\nsubstantially in the form set out in this Agreement. On exchange of the\nPermanent Global Note, the Issuer will ensure that it is canceled. From and\nafter such time as Definitive Notes are issued in exchange for the Permanent\nGlobal Note, any remaining interest in the Temporary Global Note will be\nexchangeable only for Definitive Notes, but only upon presentation to the Agent\nof a certificate or certificates in substantially the form set forth in Exhibit\nE hereto of Euroclear or Cedelbank, with respect to the Temporary Global Note or\nportions thereof being exchanged, to the effect that it has received in writing\nor by tested telex a certification or certifications in substantially the form\nset forth in Exhibit F hereto signed by the person appearing in its records as\nthe owner of the Temporary Global Note or portions thereof being exchanged. No\nDefinitive Notes delivered in exchange for the Permanent Global Note or\nTemporary Global Note will be mailed or otherwise delivered to any location in\nthe United States or its possessions in connection with such exchange.\n\n            If Definitive Notes have not been delivered by 5:00 p.m. (London\ntime) on the Definitive Exchange Date, then at 5:00 p.m. (London time) on the\nDefinitive Exchange Date, the holder(s) of the Permanent Global Note will cease\nto have any rights thereunder, and Accountholders will acquire directly against\nthe Issuer all those rights that they would have had if they had been the\nholders of Definitive Notes in an aggregate principal amount equal to the amount\nof Notes they were shown as holding on the records of Euroclear and\/or\nCedelbank.\n\n            'Definitive Exchange Date' means a day specified in the notice\nrequiring exchange falling not less than 60 days after that date on which such\nnotice is given and on which date banks are open for business in London and in\nthe city in which the relevant clearing system is located.\n\n            Each Definitive Note will be in substantially the form set out in\nExhibit C-1 hereto, will have attached to it Coupons in substantially the form\nset out in Exhibit C-2 hereto, and will be security printed in accordance with\napplicable legal and stock exchange requirements. The Notes will be endorsed\nwith the Terms and Conditions.\n\n            (c) Exchange of Temporary Global Note for the Permanent Global Note:\nAt least 14 days before the Exchange Date (as defined below), the Issuer will\nexecute and deliver to the London office of the Agent the Permanent Global Note.\nOn and after the Exchange Date, \n\n\n                                       4\n\n\nthe Temporary Global Note may be surrendered to the Agent at such office to be\nexchanged, as a whole or in part, for interests in the Permanent Global Note\nwithout charge, and the Agent shall authenticate and deliver, in exchange for\nsuch Temporary Global Note or the portions thereof to be exchanged, an equal\naggregate principal amount of the Permanent Global Note, but only upon\npresentation to the Agent of a certificate or certificates in substantially the\nform set forth in Exhibit E hereto of Euroclear and\/or Cedelbank, with respect\nto the Temporary Global Note or portions thereof being exchanged, to the effect\nthat it has received in writing or by tested telex a certification or\ncertifications in substantially the form set forth in Exhibit F hereto signed by\nthe person appearing in its records as the owner of the Temporary Global Note or\nportions thereof being exchanged. 'Exchange Date' means the date which is 40\ndays after the closing date for the sale of such Notes. On exchange in part of\nthe Temporary Global Note, the principal amount of the Temporary Global Note so\nexchanged shall be endorsed by or on behalf of the Agent in accordance with the\nterms of the Temporary Global Note. Until so exchanged in full the holders of\ninterests in the Temporary Global Note shall in all respects be entitled to the\nsame benefits under this Agreement as the holders of interests in the Permanent\nGlobal Note and the holders of the Definitive Notes authenticated and delivered\nhereunder, except that neither the holder nor the beneficial owners of the\nTemporary Global Note shall be entitled to receive any payments of principal or\ninterest, including Additional Amounts (as defined in, and payable pursuant to,\nSection 4 of the Terms and Conditions), if any, on the Temporary Global Note\nexcept (i) as provided in Section 7(i), or (ii) if, upon due certification,\nexchange of the Temporary Global Note is improperly refused or withheld.\n\n            Section 5. Reliance on Instructions. No Paying Agent shall incur any\nliability to the Issuer in acting hereunder pursuant to instructions which such\nPaying Agent believed in good faith to have been given by an Authorized\nRepresentative.\n\n            Section 6. Issuer's and Guarantors' Representations and Warranties.\nEach Paying Agent is entitled to assume that;\n\n            (i) the issuance and delivery of the Notes by the Issuer have been\n            duly and validly authorized by the Issuer;\n\n            (ii) the execution and delivery of the Guarantees by the respective\n            Guarantors have, in each case, been duly and validly authorized by\n            each Guarantor;\n\n\n                                       5\n\n\n            (iii) the Notes, when completed, authenticated, issued and delivered\n            pursuant hereto, will constitute the legal, valid and binding\n            obligations of the Issuer; and\n\n            (iv) upon the due authorization, issuance and delivery of the Notes\n            and the due endorsement of the Guarantees thereon, the Guarantees\n            will constitute the legal valid and binding obligations of the\n            Guarantors.\n\n            Section 7. Payments; Interest Payment Dates; Record Dates.\n\n            (a) Payment to Agent: The Issuer will, on each date on which any\npayment in respect of the Notes becomes due, transfer to the Agent by 10:00 a.m.\nLondon time such amount as may be required for the purposes of such payment. The\nIssuer will procure the delivery to the Agent by 10:00 a.m. (London time) on the\nsecond business day in London before the due date for any such payment a copy of\nirrevocable instructions issued by it for such payment to be made to the Agent.\nIn this Clause, the date on which a payment in respect of the Notes becomes due\nmeans the first date on which the holder of a Note or Coupon could claim the\nrelevant payment but disregarding the necessity for it to be a business day in\nany particular place of presentation.\n\n            (b) Notification of Non-payment: The Agent will forthwith notify by\ntelex or facsimile each other Paying Agent, if any, and the Issuer if it has not\nby 10:00 a.m. London time on the due date for any payment due in respect of the\nNotes received the full amount so payable on such date.\n\n            (c) Payment by Paying Agents: Each Paying Agent will, subject to the\nAgent's receipt of monies therefor from the Issuer and subject to and in\naccordance with the Terms and Conditions, pay or cause to be paid on behalf of\nthe Issuer on and after each due date therefor the amounts due in respect of the\nNotes and Coupons and, in the case of each Paying Agent other than the Agent,\nwill be entitled to claim any amounts so paid from the Agent. If any payment\nprovided for in sub-Clause (a) is made late but otherwise in accordance with\nthis Agreement, the Paying Agents may nevertheless make payments in respect of\nthe Notes and Coupons. However, unless and until the full amount of any such\npayment has been made to the Agent, the Paying Agents will not be bound to make\nsuch payments.\n\n            (d) Reimbursement of Paying Agents: The Agent will, subject to\nreceipt of monies therefor from the Issuer, on demand promptly reimburse each\nother Paying Agent, if \n\n\n                                       6\n\n\nany, for payments in respect of the Notes and Coupons properly made by it in\naccordance with the Notes and this Agreement.\n\n            (e) Late Payment: If the Agent has not by the due date for any\npayment in respect of the Notes received the full amount payable on such date\nbut receives it later, it will forthwith give notice to each other Paying Agent\nand Noteholders that it has received such full amount.\n\n            (f) Method of Payment to Agent: Unless otherwise provided in the\nNotes, all sums payable to the Agent hereunder will be paid in euro and in\nimmediately available funds to such account with such bank as the Agent may from\ntime to time notify to the Issuer.\n\n            (g) Moneys Held by Agent: The Agent may deal with moneys paid to it\nunder this Agreement in the same manner as other moneys paid to it as a banker\nby its customers except that (1) it may not exercise any lien, right of set-off\nor similar claim in respect of them and (2) it shall not be liable to anyone for\ninterest on any sums held by it under this Agreement. Any monies paid by the\nIssuer to the Agent for payment of principal or interest which remain unclaimed\nfor two years after such monies have become due and payable will be repaid to\nthe Issuer upon its written request and the Noteholder may thereafter look only\nto the Issuer for payment thereof.\n\n            (h) Partial Payments: If on presentation of a Note or Coupon only\npart of the amount payable in respect of it is paid (except as a result of\ndeduction of tax as permitted by the Terms and Conditions) the Paying Agent to\nwhom the Note or Coupon is presented shall procure that such Note or Coupons\nshall have attached to it a memorandum of the amount paid and the date of\npayment.\n\n            (i) Payments on the Temporary Global Note: Prior to the Exchange\nDate, payments in respect of the Notes shall be made only with respect to that\nportion of the Temporary Global Note for which the Agent has received the\ncertificates referred to in Section 4(c). In the event that the due date for any\npayment in respect of the Notes shall occur at a time when any portion of the\nprincipal amount of the Temporary Global Note has not been exchanged for\ninterests in the Permanent Global Note, payments of principal of, and interest\n(including Additional Amounts (if any)), on that portion of the principal amount\nof the Temporary Global Note which has not been exchanged for interests in the\nPermanent Global Note shall be transferred by the Issuer to the Agent in\naccordance with Section 7(a) and shall be held by the \n\n\n                                       7\n\n\nAgent for payment in respect of the Notes upon such exchange or, prior to the\nExchange Date, upon presentation to the Agent of the certificates referred to in\nSection 4(c).\n\n            (j) Amounts to be Deducted or Withheld: At least five business days\nprior to the first payment date (and at least five business days prior to each\nsucceeding payment date if there has been any change with respect to the matters\nset forth in any certificate required to be delivered hereunder) the Issuer will\nfurnish to the Agent and each Paying Agent a certificate of an Authorized\nRepresentative of the Issuer specifying the amount required to be deducted or\nwithheld in the United States on the payments of principal and interest due on\nsuch payment date for or on account of any taxes, assessments or other\ngovernmental charges described in Section 4 of the Terms and Conditions and\ncertifying that such amount will be deducted or withheld and paid by the Issuer.\nThe Issuer will provide the Agent with such evidence as the Agent may require of\nthe Issuer's compliance with the foregoing requirement to pay. The Issuer will\nindemnify each of the Agent and each Paying Agent for, and hold it harmless\nagainst, any loss, liability or expense incurred without negligence, bad faith\nor willful misconduct on its part, arising out of or in connection with actions\ntaken or omitted by it in reliance on any certificate furnished pursuant to this\nparagraph or the failure to furnish such a certificate. The obligations of the\nIssuer under this paragraph will survive the payment of the Notes and the\nresignation or removal of the Agent or any Paying Agent and the termination of\nthis Agreement.\n\n            Section 8. Duties of the Agent. In accordance with the Terms and\nConditions and this Agreement or if otherwise requested by the Issuer, the Agent\nwill:\n\n            (a) receive requests to effect exchanges of the Permanent Global\nNote to Definitive Notes;\n\n            (b) maintain a record of the Temporary Global Note, the Permanent\nGlobal Note and the certificate number or numbers of all Definitive Notes and\nCoupons delivered hereunder;\n\n            (c) carry out such other acts as may be necessary to give effect to\nthe Terms and Conditions with respect to payment, transfer, cancellation and\nreplacement (if any Note or Coupon is mutilated or defaced or is apparently\ndestroyed, lost or stolen, it may be replaced at the specified office of any\nPaying Agent subject to all applicable laws and stock exchange requirements upon\npayment by the claimant of the expenses incurred in connection therewith \n\n\n                                       8\n\n\nand on such terms and with such indemnity as the Issuer and the Agent may\nrequire; mutilated or defaced Notes or Coupons must be surrendered before\nreplacements will be issued); and\n\n            (d) upon and in accordance with the written instructions of the\nIssuer received at least 15 days before the proposed publication date, arrange\nfor the publication of any notice delivered to the Agent by the Issuer which is\nto be given to the Noteholders and supply a copy thereof to each other Paying\nAgent, Euroclear, Cedelbank and, so long as the Notes are listed thereon, the\nLondon Stock Exchange.\n\n            Section 9. Liability. None of the Agent, the other Paying Agents, if\nany, or any of their respective officers or employees shall be liable for any\nact or omission hereunder except in the case of its gross negligence or willful\nmisconduct. The duties and obligations of each of the Agent, the other Paying\nAgents, if any, and each of their respective officers and employees shall be\ndetermined by the express provisions of this Agreement and each shall not be\nliable except for the performance of such duties and obligations as are\nspecifically set forth herein in respect of such person and no implied covenants\nshall be read into this Agreement against any of them. Each of the Agent and the\nPaying Agents may consult with counsel and shall be fully protected in any\naction reasonably taken in good faith in accordance with the advice of counsel.\nNone of the Agent, the other Paying Agents, if any, nor any of their respective\nofficers or employees shall be required to ascertain whether any issuance or\nsale of Notes (or any amendment or termination of this Agreement) have been duly\nauthorized or are in compliance with any other agreement to which the Issuer is\na party (whether or not the Paying Agents are also a party to such other\nagreement).\n\n            Section 10. Protection of Agent.\n\n            (a) No provision of this Agreement shall require the Agent or any\nPaying Agent to expend or risk its own funds or otherwise incur any financial\nliability in the performance of any of its duties, or in the exercise of its\nrights and powers, hereunder.\n\n            (b) In acting hereunder and in connection with the Notes each of the\nAgent and each Paying Agent shall act solely as an agent of the Issuer and will\nnot thereby assume any obligations towards, or relationship of agency or trust\nfor, any of the Noteholders.\n\n            (c) Each of the Agent and each Paying Agent may consult with legal\nor other professional advisers satisfactory to it, and the opinion of such\nadvisers shall be full and \n\n\n                                       9\n\n\ncomplete protection in respect of any action taken, omitted or suffered\nhereunder in good faith and in accordance with the opinion of such advisers.\n\n            (d) Each of the Agent and each Paying Agent shall be protected and\nshall incur no liability for or in respect of any action taken, omitted or\nsuffered in reliance upon any instruction, request or order from the Issuer, or\nany Note, form of transfer, resolution, direction, consent, certificate,\naffidavit, statement, telex, facsimile transmission or other paper or document\nbelieved by it in good faith to be genuine and to have been delivered, signed or\nsent by the proper party or parties.\n\n            (e) Each of the Agent and each Paying Agent shall not be under any\nobligation to take any action hereunder which it expects will result in any\nexpense or liability of the Agent or the Paying Agent, as the case may be, the\npayment of which within a reasonable time is not, in its good faith opinion,\nassured to it.\n\n            (f) Each of the Agent and each Paying Agent shall not be responsible\nfor any act done or omitted in connection herewith or therewith, except in the\ncase of its gross negligence or willful misconduct.\n\n            (g) Each of the Agent and each Paying Agent may perform the services\nrequired to be rendered by it hereunder either directly or through\nattorneys-in-fact or agents not regularly in its employ and the Agent and each\nPaying Agent, as the case may be, shall not be responsible or liable for any\nmisconduct or negligence on the part of any such attorney or agent appointed by\nit with due care hereunder.\n\n            (h) Each of the Agent and each Paying Agent shall not be liable for\nany action taken, suffered or omitted by it in good faith and believed by it to\nbe authorized or within the discretion or rights or powers conferred upon it by\nthis Agreement; and\n\n            (i) Each of the Agent and each Paying Agent shall not have any duty\nor responsibility in the event of any default by the Issuer in the payment or\nperformance of any of the Issuer's obligations under this Agreement, the Notes\nor any other agreement pertaining to any or all of the foregoing (including, but\nnot limited to, any duty or responsibility to accelerate all or any of the Notes\nor to initiate or attempt to initiate any proceedings at law or otherwise or to\nmake any demand for the payment thereof upon the Issuer.\n\n\n                                       10\n\n\n            Section 11. Indemnification by Issuer. The Issuer and the\nGuarantors, jointly and severally, agree to indemnify and hold harmless, each of\nthe Agent, each Paying Agent and each of its respective directors, officers,\nemployees and agents from and against any and all liabilities (including\nliability for penalties), losses, claims, damages, actions, suits, judgments,\ndemands, costs and expenses (including legal fees and expenses) relating to or\narising out of or in connection with its performance under this Agreement,\nexcept to the extent caused by the gross negligence or willful misconduct of\nsuch Agent or Paying Agent, as the case may be, or its directors, officers or\nemployees. The foregoing indemnity includes, but is not limited to, any action\ntaken or omitted in good faith within the scope of this Agreement upon\ntelephone, telecopier or other electronically transmitted instructions, if\nauthorized herein, received from or believed by the Agent or the Paying Agent,\nas the case may be, in good faith to have been given by, an Authorized\nRepresentative. This indemnity shall survive the resignation or removal of the\nAgent or any Paying Agent and the satisfaction or termination of this Agreement\nand the payment of the Notes and Coupons.\n\n            Section 12. Compensation of the Paying Agents. The Issuer and the\nGuarantors, jointly and severally, agree to pay the compensation of the Agent\nand each Paying Agent at such rates as shall be agreed upon in writing from time\nto time between such Agent or Paying Agent, as the case may be, and the Issuer,\nand to reimburse the Agent and each Paying Agent for its out-of-pocket expenses\n(including costs of preparation of the Notes and legal fees and expenses),\ndisbursements and advances incurred or made in accordance with any provisions of\nthis Agreement. The obligations of the Issuer and the Guarantors to the Agent\nand each Paying Agent pursuant to this Section shall survive the resignation or\nremoval of the Agent or any Paying Agent and the satisfaction or termination of\nthis Agreement and the payment of the Notes and Coupons.\n\n            Section 13. Meetings of the Noteholders. Attached hereto as Exhibit\nG are the provisions for meetings of the Noteholders (each, a 'Meeting'). A\nPaying Agent shall, at the request of any Noteholder, issue Voting Certificates\nand Block Voting Instructions in a form and manner which comply with the\nprovisions of Exhibit G (Provisions for Meetings of the Noteholders) (except\nthat it shall not be required to issue the same less than 48 hours before the\ntime fixed for any Meeting provided for therein). Such Paying Agent shall keep a\nfull record of Voting Certificates and Block Voting Instructions issued by it\nand shall give to the Issuer, not \n\n\n                                       11\n\n\nless than 24 hours before the time appointed for any Meeting, full particulars\nof all Voting Certificates and Block Voting Instructions issued by it in respect\nof such Meeting.\n\n            Section 14. Notices. (a) All communications by or on behalf of the\nIssuer or the Guarantors relating to the issuance, transfer, exchange or payment\nof Notes or interest thereon shall be in writing and directed to the Agent at\nits address set forth in subsection (b)(ii) hereof (or such other address as the\nAgent shall specify in writing to the Issuer from time to time).\n\n            (b) Notices and other communications hereunder shall (except to the\nextent otherwise expressly provided) be in writing and shall be addressed as\nfollows, or to such other addresses as the parties hereto shall specify from\ntime to time:\n\n            (i)    if to the Issuer or the Guarantors:\n                   c\/o Polo Ralph Lauren Corporation\n                   650 Madison Avenue\n                   New York, NY  10022\n                   Attention: General Counsel\n                   Fax no.:  (212) 318-7183\n\n            (ii)   if to the Agent:\n                   The Bank of New York\n                   One Canada Square\n                   London E14 5AL\n                   Attention: Trevor Blewer\n                   Telex no.: 011 44-171-883-265\/6\n                   Fax no.: 011 44-171-893-6399\n\n            Section 15. Resignation or Removal of Agent or a Paying Agent. The\nAgent may at any time resign as such agent or a Paying Agent may at any time\nresign as such paying agent by giving written notice to the Issuer of such\nintention on its part, specifying the date on which its desired resignation\nshall become effective; provided, however, that such date shall be not less than\n30 days after the giving of such notice by the Agent or a Paying Agent, as the\ncase may be, to the Issuer. The Agent or a Paying Agent may be removed at any\ntime by the filing with it of an instrument in writing signed by a duly\nAuthorized Representative of the Issuer and specifying such removal and the date\nupon which it is intended to become effective. Such registration or removal\nshall take effect on the date of the appointment by the Issuer of a successor\nagent or paying agent and the acceptance of such appointment by such successor\nAgent or Paying Agent. In the event of resignation by the Agent or a Paying\nAgent, if a \n\n\n                                       12\n\n\nsuccessor agent or paying agent has not been appointed by the Issuer on or\nbefore the effective date of such resignation, the Agent or such Paying Agent\nmay, at the expense of the Issuer, petition any court of competent jurisdiction\nfor appointment of a successor Agent or Paying Agent. The Issuer may appoint a\nsuccessor agent and additional or successor paying agents and shall forthwith\ngive notice of any such appointment to the Agent, if continuing, and each\ncontinuing Paying Agent and the Noteholders, whereupon the Issuer, the\ncontinuing Agent and each continuing Paying Agent and the additional or\nsuccessor agent or paying agent shall acquire and become subject to the same\nrights and obligations between themselves as if they had entered into an\nagreement in the form mutatis mutandis of this Agreement.\n\n            Section 16. Benefit of Agreement; Additional Guarantors. This\nAgreement is solely for the benefit of the parties hereto, their successors,\nassigns and any additional or successor Agent or Paying Agent appointed in\naccordance with Section 15 above and the holders from time to time of the Notes\nand no other person shall acquire or have any right under or by virtue hereof.\nThe Issuer will cause each of its subsidiaries that is required from time to\ntime following the date hereof to be a guarantor in respect of the Credit\nFacilities (as defined below) to (i) execute and deliver an instrument in form\nand substance satisfactory to the Agent agreeing to become a party to this\nAgreement as an additional Guarantor, (ii) execute and deliver a Guarantee\npursuant to which such Guarantor will guarantee the Issuer's obligations under\nthe Notes on the terms and conditions set forth herein, in the Notes and in such\nGuarantee, and (iii) deliver an opinion of counsel to the effect that each of\nthis Agreement and such Guarantee has been duly authorized and executed by such\nsubsidiary and constitutes the legal, valid and binding obligation of such\nsubsidiary. The 'Credit Facilities' means the 1997 Credit Facility and the 1999\nCredit Facility, each by and among the Issuer, The Chase Manhattan Bank, as\nagent, and other financial institutions, each as in effect of the date hereof,\nand as each such agreement may be amended, renewed, extended, substituted,\nrefinanced, replaced, supplemented or otherwise modified from time to time. The\n'1997 Credit Facility' means the Company's $225.0 million revolving line of\ncredit, and the '1999 Credit Facility' means the Company's $100.0 million senior\ncredit facility consisting of a $20.0 million revolving line of credit and an\n$80.0 million term loan.\n\n            Section 17. Notes Held by a Paying Agent. Each of the Agent and each\nPaying Agent, in its individual or other capacity, may become the owner or\npledgee of the Notes with the same rights it would have if it were not acting as\nAgent or Paying Agent hereunder and may \n\n\n                                       13\n\n\nengage or be interested in any financial or other transaction with the Issuer\nand may act on, or as a depositary, trustee or agent for, any committee or body\nof holders of Notes or other obligations of the Issuer as freely as if it were\nnot appointed hereunder.\n\n            Section 18. Consolidation, Merger or Transfer. The Issuer may (or\nmay cause a Guarantor to), without the consent of the Noteholders, merge or\nconsolidate with any other corporation or dispose of all or substantially all of\nits assets to any other corporation, provided that the successor corporation\nassumes all obligations of the Issuer under the Notes and this Agreement (or,\nwith respect to a Guarantor, all of the obligations under such Guarantee) and\ncertain other conditions set forth in the Terms and Conditions are met.\n\n            Section 19. Counterparts. This Agreement may be executed by the\nparties hereto in any number of counterparts, and by each of the parties hereto\nin separate counterparts, each such counterpart, when so executed and delivered,\nshall be deemed to be an original, but all such counterparts shall together\nconstitute but one and the same instrument.\n\n            Section 20. Governing Law. This Agreement is to be delivered and\nperformed in, and shall be construed and enforced in accordance with, and the\nrights of the parties shall be governed by, the laws of the State of New York.\n\n            Section 21. Submission to NY Jurisdiction. Each of the parties to\nthis Agreement hereby irrevocably submits to the non-exclusive jurisdiction of\nany New York State or United States Federal court sitting in New York City, the\nBorough of Manhattan over any suit, action or proceeding arising out of or\nrelating to this Agreement or the Notes. Each of the parties hereto irrevocably\nwaives, to the fullest extent permitted by law, any objection which it may have\nto the laying of the venue of any such suit, action or proceeding brought in\nsuch a court and any claim that any such suit, action or proceeding brought in\nsuch a court has been brought in an inconvenient forum. As long as any of the\nNotes or any of the Coupons appertaining thereto remain outstanding, the Issuer\nand the Guarantors will at all times have either a registered office or an\nauthorized agent in New York City, at which or upon whom process may be served\nin any suit, action or proceeding arising out of or relating to this Agreement\nor any Note or any of the Coupons appertaining thereto. Service of process at\nsuch office or upon such agent and written notice of such service mailed or\ndelivered to the Issuer and the Guarantors shall to the extent permitted by law\nbe deemed in every respect effective service of process upon the Issuer and the\nGuarantors in any such suit, action or proceeding.\n\n\n                                       14\n\n\n            Section 22. Modification of Fiscal Agency Agreement and Notes. This\nAgreement, the Terms and Conditions or the Guarantees may be amended by the\nIssuer and the Agent, without the consent of the holder of any Note or Coupon,\nfor the purposes of curing any ambiguity, or of curing, correcting or\nsupplementing any defective provisions contained herein or therein or in any\nother manner which the Issuer may deem necessary or desirable and which will not\nbe inconsistent with the Notes or any Coupons and which will not adversely\naffect the interests of the holders of Notes or any Coupons.\n\n\n                                       15\n\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed on their behalf by their officers thereunto duly authorized, all as\nof the day and year first above written.\n\n                                 Issuer:\n\n                                 Polo Ralph Lauren Corporation\n\n                                 By: ___________________________________________\n\n\n                                 Guarantors:\n\n                                 The Ralph Lauren Womenswear Company, L.P.\n\n                                 By:  Polo Ralph Lauren Womenswear, Inc., its \n                                      General Partner\n\n                                      By:  _____________________________________\n                                           Name:\n                                           Title:\n\n\n                                 Polo Retail, LLC\n\n                                 By:  Fashions Outlet of America, Inc., its sole\n                                      Member\n\n                                      By:  _____________________________________\n                                           Name:\n                                           Title:\n\n\n                                 Fashions Outlet of America, Inc.\n\n                                 By: ___________________________________________\n                                     Name:\n                                     Title:\n\n\n                                       16\n\n\n                                 The Polo\/Lauren Company, L.P.\n\n                                 By:   PRL International, Inc., its \n                                       General Partner\n\n                                      By:  _____________________________________\n                                           Name:\n                                           Title:\n\n\n                                 PRL International, Inc.\n\n                                 By: ___________________________________________\n                                     Name:\n                                     Title:\n\n\n                                 RL Fragrances, LLC\n\n                                 By:   PRL International, Inc., its sole \n                                       Member\n\n                                      By:  _____________________________________\n                                           Name:\n                                           Title:\n\n\n                                 PRL USA Holdings, Inc.\n\n                                 By: ___________________________________________\n                                     Name:\n                                     Title:\n\n\n                                 PRL Fashions, Inc.\n\n                                 By: ___________________________________________\n                                     Name:\n                                     Title:\n\n\n                                 PRL USA, Inc.\n\n                                 By: ___________________________________________\n                                     Name:\n                                     Title:\n\n\n                                       17\n\n\n                                 Ralph Lauren Home Collection, Inc.\n\n                                 By: ___________________________________________\n                                     Name:\n                                     Title:\n\n\n                                 PRL Financial Corporation\n\n                                 By: ___________________________________________\n                                     Name:\n                                     Title:\n\n\n                                 Agent:\n\n                                 The Bank of New York,\n                                   as Fiscal Agent\n\n                                 By: ___________________________________________\n                                     Name:\n                                     Title:\n\n\n                                       18\n\n\n                                                                      Schedule I\n\n                                   Guarantors\n\nThe Ralph Lauren Womenswear Company, L.P., a Delaware limited partnership\nPolo Retail, LLC, a Delaware limited liability company\nFashions Outlet of America, Inc., a Delaware corporation\nThe Polo\/Lauren Company, L.P., a New York limited partnership\nPRL International, Inc., a Delaware corporation\nRL Fragrances, LLC, a Delaware limited liability company\nPRL USA Holdings, Inc., a Delaware corporation\nPRL Fashions, Inc., a Delaware corporation\nPRL USA, Inc., a Delaware corporation\nRalph Lauren Home Collection, Inc., a Delaware corporation\nPRL Financial Corporation, a Delaware corporation\n\n\n                                       19\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9560,9565],"class_list":["post-41021","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41021","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41021"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41021"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41021"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41021"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}