Fiscal And Paying Agency Agreement

FISCAL AND PAYING AGENCY AGREEMENT


THIS AGREEMENT ("Agreement"), dated as of November 22, 1999, among Polo Ralph Lauren Corporation, a corporation incorporated under the laws of the State of Delaware (the "Issuer"), each of the subsidiaries of the Issuer identified on Schedule I hereto and each additional subsidiary that is required from time to time to become a party hereto pursuant to Section 16 hereof (each a "Guarantor" and collectively, the "Guarantors"), The Bank of New York, acting through its office at One Canada Square, London E14 5AL, as fiscal and principal paying agent ("BONY" or any successor or additional fiscal and principal paying agent appointed hereunder being called the "Agent"). BONY, and/or any successor or additional paying agent appointed hereunder, is sometimes referred to herein individually as a "Paying Agent" and collectively as the "Paying Agents").


W I T N E S S E T H:


Section 1. Notes; Guarantees; Appointment of Agent. (a) The Issuer has authorized the creation and issue of euro 275,000,000 6.125 per cent unsecured, unsubordinated notes (the "Notes") due 2006.


(b) The Guarantors hereby agree, jointly and severally, to guarantee fully the Issuer's obligations under the Notes on an equal and ratable basis (collectively, the "Guarantees"), on the terms and subject to the conditions described herein, in the Guarantees and in the Notes.


(c) The Issuer and the Guarantors hereby (i) appoint the Agent to act, on the terms and conditions specified herein and in the Notes, as fiscal and principal paying agent for the Notes and any other Paying Agent to act on the terms and conditions specified herein and in the Notes, as paying agent for the Notes, and (ii) agree to all of the terms and conditions of the Notes (the "Terms and Conditions"), to which the rights of the Noteholders (as defined in Section 4(b) below) hereunder shall be subject.


Section 2. Amount; Execution. (a) The authorized aggregate principal amount of Notes which may be issued hereunder is euro 275,000,000.


(b) Each of the Temporary Global Note, the Permanent Global Note and the Definitive Notes, if any (each as defined in Section 4 below), shall be executed by or on behalf


of the Issuer by the manual or facsimile signature of an Authorized Representative (as defined in Section 3 hereof) of the Issuer and authenticated manually by or on behalf of the Agent.


(c) To evidence its guarantee of the payment of principal and interest and any Additional Amounts in respect of the Notes, each Guarantor shall execute a Guarantee, which shall be in substantially the form of Exhibit D hereto and shall be endorsed on each Note. Each Guarantor's execution of the Guarantee may be evidenced by a manual or facsimile signature of a duly authorized officer and may be imprinted or otherwise reproduced on the Guarantee, and for that purpose the Guarantor may adopt and use the facsimile signature of any such officer. Each Guarantee (including the payment of principal of, premium, if any, and interest and any Additional Amounts on the Notes) shall rank pari passu in right of payment with all other present and future unsecured and unsubordinated indebtedness of such Guarantor and shall rank senior in right of payment to all subordinated indebtedness of such Guarantor. In the event that any Guarantor is required, by the terms of its Guarantee, to make or cause to be made any payment in respect of the Notes, references to the Issuer in this Agreement (other than in Section 1(a)) shall be deemed to mean and include the Guarantor except where the context otherwise requires.


Section 3. Authorized Representatives. From time to time the Issuer and each Guarantor will furnish the Agent with a certificate of the Issuer or such Guarantor, as the case may be, certifying the incumbency and specimen signatures of officers authorized to execute Notes or Guarantees on behalf of the Issuer or such Guarantor, as the case may be (each an "Authorized Representative"). Until the Agent receives a subsequent incumbency certificate of the Issuer or such Guarantor, the Agent shall be entitled to rely on the last such certificate delivered to it for purposes of determining the Authorized Representatives. The Agent shall have no responsibility to the Issuer or the Guarantors to determine by whom or by what means a facsimile signature may have been affixed on the Notes, the interest coupons appertaining thereto (the "Coupons"), if any, or the Guarantees endorsed on such Notes or to determine whether any facsimile or manual signature is genuine, or if such facsimile or manual signature resembles the specimen signatures filed with the Agent by a duly authorized officer of the Issuer or such Guarantor. Any Note or Coupon or the Guarantee endorsed on such Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature is affixed shall bind the Issuer or such Guarantor, as the case may be, after the authentication and delivery thereof by the Agent, notwithstanding that such person


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shall have ceased to hold office on the date such Note, with attached Coupons, if applicable, is authenticated and delivered by the Agent.


Section 4. Form of the Notes and Exchange of Notes. With regard to the issuance of Notes:


(a) The Temporary Global Note and Permanent Global Note: The Notes will initially be represented by a temporary global note (the "Temporary Global Note") substantially in the form of Exhibit A hereto. The Temporary Global Note will be exchangeable for interests in a permanent global note (the "Permanent Global Note") substantially in the form of Exhibit B hereto as set out in the terms of the Temporary Global Note. Immediately before issue, the Issuer shall deliver to the Agent, and the Agent (or its agent on its behalf) shall authenticate, the duly executed Temporary Global Note. The Agent shall then deliver the Temporary Global Note upon written instruction of the Issuer to a common depositary for Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Cedelbank.


(b) The Definitive Notes: At any time on or after the Exchange Date (as defined in Section 4(c)), the Permanent Global Note will become exchangeable in whole, but not in part (free of charge to the holder), for Notes in definitive form (the "Definitive Notes") in the denominations of euro 1,000, euro 10,000 and euro 100,000 (i) at any time upon request of any holder thereof (a "Noteholder"), including any person who is from time to time shown in the records of Euroclear or Cedelbank as the holder of a particular principal amount of such Notes (an "Accountholder"), upon at least 60 days' prior written notice to the Agent specifying a Definitive Exchange Date (as defined below) or (ii) if the Issuer would suffer a material disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change in the practice of Euroclear and/or Cedelbank which would not be suffered were the Notes in definitive form and a certificate to such effect signed by two duly Authorized Representatives of the Issuer is given to the Agent. Thereupon (in the case of (ii) above) the Issuer may give notice to the Agent and the Noteholders of its intention to exchange the Permanent Global Note for Definitive Notes on the Definitive Exchange Date.


On any Definitive Exchange Date, the Permanent Global Note shall be surrendered to or to the order of the Agent. In exchange for the Permanent Global Note, the Issuer will deliver, or procure the delivery of, an equal aggregate principal amount of Definitive


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Notes (having attached to them all Coupons in respect of interest which has not already been paid on the Permanent Global Note), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in this Agreement. On exchange of the Permanent Global Note, the Issuer will ensure that it is canceled. From and after such time as Definitive Notes are issued in exchange for the Permanent Global Note, any remaining interest in the Temporary Global Note will be exchangeable only for Definitive Notes, but only upon presentation to the Agent of a certificate or certificates in substantially the form set forth in Exhibit E hereto of Euroclear or Cedelbank, with respect to the Temporary Global Note or portions thereof being exchanged, to the effect that it has received in writing or by tested telex a certification or certifications in substantially the form set forth in Exhibit F hereto signed by the person appearing in its records as the owner of the Temporary Global Note or portions thereof being exchanged. No Definitive Notes delivered in exchange for the Permanent Global Note or Temporary Global Note will be mailed or otherwise delivered to any location in the United States or its possessions in connection with such exchange.


If Definitive Notes have not been delivered by 5:00 p.m. (London time) on the Definitive Exchange Date, then at 5:00 p.m. (London time) on the Definitive Exchange Date, the holder(s) of the Permanent Global Note will cease to have any rights thereunder, and Accountholders will acquire directly against the Issuer all those rights that they would have had if they had been the holders of Definitive Notes in an aggregate principal amount equal to the amount of Notes they were shown as holding on the records of Euroclear and/or Cedelbank.


"Definitive Exchange Date" means a day specified in the notice requiring exchange falling not less than 60 days after that date on which such notice is given and on which date banks are open for business in London and in the city in which the relevant clearing system is located.


Each Definitive Note will be in substantially the form set out in Exhibit C-1 hereto, will have attached to it Coupons in substantially the form set out in Exhibit C-2 hereto, and will be security printed in accordance with applicable legal and stock exchange requirements. The Notes will be endorsed with the Terms and Conditions.


(c) Exchange of Temporary Global Note for the Permanent Global Note: At least 14 days before the Exchange Date (as defined below), the Issuer will execute and deliver to the London office of the Agent the Permanent Global Note. On and after the Exchange Date,


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the Temporary Global Note may be surrendered to the Agent at such office to be exchanged, as a whole or in part, for interests in the Permanent Global Note without charge, and the Agent shall authenticate and deliver, in exchange for such Temporary Global Note or the portions thereof to be exchanged, an equal aggregate principal amount of the Permanent Global Note, but only upon presentation to the Agent of a certificate or certificates in substantially the form set forth in Exhibit E hereto of Euroclear and/or Cedelbank, with respect to the Temporary Global Note or portions thereof being exchanged, to the effect that it has received in writing or by tested telex a certification or certifications in substantially the form set forth in Exhibit F hereto signed by the person appearing in its records as the owner of the Temporary Global Note or portions thereof being exchanged. "Exchange Date" means the date which is 40 days after the closing date for the sale of such Notes. On exchange in part of the Temporary Global Note, the principal amount of the Temporary Global Note so exchanged shall be endorsed by or on behalf of the Agent in accordance with the terms of the Temporary Global Note. Until so exchanged in full the holders of interests in the Temporary Global Note shall in all respects be entitled to the same benefits under this Agreement as the holders of interests in the Permanent Global Note and the holders of the Definitive Notes authenticated and delivered hereunder, except that neither the holder nor the beneficial owners of the Temporary Global Note shall be entitled to receive any payments of principal or interest, including Additional Amounts (as defined in, and payable pursuant to, Section 4 of the Terms and Conditions), if any, on the Temporary Global Note except (i) as provided in Section 7(i), or (ii) if, upon due certification, exchange of the Temporary Global Note is improperly refused or withheld.


Section 5. Reliance on Instructions. No Paying Agent shall incur any liability to the Issuer in acting hereunder pursuant to instructions which such Paying Agent believed in good faith to have been given by an Authorized Representative.


Section 6. Issuer's and Guarantors' Representations and Warranties. Each Paying Agent is entitled to assume that;


(i) the issuance and delivery of the Notes by the Issuer have been
duly and validly authorized by the Issuer;


(ii) the execution and delivery of the Guarantees by the respective
Guarantors have, in each case, been duly and validly authorized by
each Guarantor;


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(iii) the Notes, when completed, authenticated, issued and delivered
pursuant hereto, will constitute the legal, valid and binding
obligations of the Issuer; and


(iv) upon the due authorization, issuance and delivery of the Notes
and the due endorsement of the Guarantees thereon, the Guarantees
will constitute the legal valid and binding obligations of the
Guarantors.


Section 7. Payments; Interest Payment Dates; Record Dates.


(a) Payment to Agent: The Issuer will, on each date on which any payment in respect of the Notes becomes due, transfer to the Agent by 10:00 a.m. London time such amount as may be required for the purposes of such payment. The Issuer will procure the delivery to the Agent by 10:00 a.m. (London time) on the second business day in London before the due date for any such payment a copy of irrevocable instructions issued by it for such payment to be made to the Agent. In this Clause, the date on whi ...