EXHIBIT 10.38
ASSUMPTION
AGREEMENT
January 20, 2009
To each of the Lenders
parties to the
Credit Agreement (as defined
below) and to Wachovia Bank, National Association,
as Administrative Agent for such Lenders
Ladies and Gentlemen:
Reference is made to
the Amended and Restated Five-Year Credit Agreement dated as of May
16, 2005, amended and restated as of January 5, 2009, as amended,
restated, supplemented or otherwise modified (the " Credit
Agreement "), by and among JONES APPAREL GROUP USA, INC., a
Delaware corporation (the " Borrower "), the Additional
Obligors referred to therein, the lenders party thereto (the "
Lenders "), J.P. Morgan Securities Inc. and Citigroup Global
Markets Inc., as Joint Lead Arrangers and Joint Bookrunners,
Wachovia Bank, National Association, as Administrative Agent, and
JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication
Agents, and Bank of America, N.A., Barclays Bank plc and SunTrust
Bank, as Documentation Agents. Capitalized terms used herein which
are not defined herein shall have the meanings assigned thereto in
the Credit Agreement.
Please be advised
that each of the undersigned (each, a " New Credit Party "),
in compliance with Section 9.13(y) of the Credit Agreement, does
hereby assume each of the obligations imposed upon an "Additional
Obligor" under and for all purposes of the Credit Agreement and
agrees to be bound by the terms and conditions of the Credit
Agreement. In furtherance of the foregoing, each New Credit Party
hereby represents and warrants to each of the Lenders as
follows:
1. Each of the New
Credit Parties and their Subsidiaries is duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its incorporation or formation, has the power and authority to own
its properties and to carry on its business as now being and
hereafter proposed to be conducted and is duly qualified and
authorized to do business in each jurisdiction in which the
character of its properties or the nature of its business requires
such qualification and authorization, except where the failure to
do so could not reasonably be expected to have a Material Adverse
Effect.
2. Each of the New
Credit Parties has the right,
