Exhibit 4.1





Exhibit 4.1




SUPPLEMENT NO. 1 TO GUARANTY OF PAYMENT

(DOMESTIC CREDIT PARTIES)




SUPPLEMENT NO. 1 dated as of May 26, 2010 to the GUARANTY OF PAYMENT (DOMESTIC CREDIT
PARTIES), dated as of April 15, 2008 (the “Agreement”), among ABERCROMBIE & FITCH CO., a Delaware
corporation (“Parent”), and each direct and indirect Subsidiary of Parent other than Abercrombie &
Fitch Management Co. (each a “Domestic Subsidiary” and, together with Parent and any other Domestic
Subsidiaries that become parties hereto as contemplated by Section 25 thereof, referred to herein
individually as a “Guarantor” and collectively as the “Guarantors”), and PNC Bank, National
Association (as successor by merger to National City Bank), as global administrative agent (the
“Global Agent”) for the lenders (the “Lenders”) party to the Credit Agreement, dated as of the date
hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Abercrombie & Fitch Management Co. (the “Company”), the Foreign Subsidiary Borrowers from
time to time party thereto, the Global Agent, the Lenders party thereto and the other parties party
thereto.



The Guarantors have entered into the Agreement in order to induce the Lenders to make Loans to the
Borrowers (such term and other capitalized terms used herein and not otherwise defined herein
having the meanings assigned to such terms in the Agreement and the Credit Agreement). Section 25
of the Agreement provides that additional Domestic Subsidiaries may become Guarantors under the
Agreement by execution and delivery of an instrument in the form of this Supplement. The
undersigned Domestic Subsidiary (the “New Guarantor”) is executing this Supplement to become a
Guarantor under the Agreement. As a Subsidiary, the New Guarantor acknowledges that it derives
substantial benefits from the extension of credit to the Borrowers under the Credit Agreement.



Accordingly, the Global Agent and the New Guarantor agree as follows:



SECTION 1. In accordance with Section 25 of the Agreement, the New Guarantor by its signature
below becomes a Guarantor under the Agreement with the same force and effect as if originally named
therein as a Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the
Agreement applicable to it as a Guarantor thereunder. Each reference to a “Guarantor” in the
Agreement shall be deemed to include the New Guarantor. The Agreement is hereby incorporated
herein by reference.



SECTION 2. The New Guarantor represents and warrants that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally and equitable principles of general
applicability.



SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Supplement
shall become effective when the Global Agent shall have received a counterpart of this Supplement
that bears the signature of the New Guarantor.


 


 









 





SECTION 4. Except as expressly supplemented hereby, the Agreement shall remain in full force and
effect.



SECTION 5. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.



SECTION 6. In case any one or more of the provisions contained in this Supplement should be held
invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with
such provision for so long as such provision is held to be invalid, illegal or unenforceable and
the validity, legality and enforceability of the remaining provisions contained herein and in the
Agreement, and of any such provision with respect to any other Guarantor, shall not in any way be
affected or impaired. The parties shall endeavor in good-faith negotiations to replace any
invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions.



SECTION 7. All communications and notices hereunder shall be in writing and given as provided in
Section 15 of the Agreement. All communications and notices hereunder to the New Guarantor shall
be given to it at the address set forth under its signature below.



SECTION 8. The New Guarantor agrees to reimburse the Global Agent for its out-of-pocket expenses
in connection with this Supplement, including the fees, disbursements and other charges of counsel
for the Global Agent.



IN WITNESS WHEREOF, the New Guarantor and the Global Agent have duly executed this Supplement to
the Agreement as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	AFH PUERTO RICO LLC,	 	PNC BANK, NATIONAL ASSOCIATION
	an Ohio limited liability Company	 	(as successor by merger to
	 	 	 	 	 	 	National City Bank),
	 	 	 	 	 	 	as Global Agent
	By:	 	Abercrombie & Fitch International.,
Inc., 
a Delaware corporation	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Thomas E. Redmond
	 

	 	 	 	 	 	 	 	Name:
	 	Thomas E. Redmond  
	By:	 	/s/ Jonathan E. Ramsden 	 	 	 	Title:	 	Senior Vice President 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jonathan E. Ramsden 	 	 	 	 	 	 
	 

	 	Title:
	 	President 	 	 	 	 	 	 






	 	 	 
	Address:

	 	6301 Fitch Path
	 

	 	New Albany, Ohio 43054
	 

	 	Attention: Treasurer
	 

	 	Facsimile: 614.283.8686