Exhibit 4.14







Exhibit 4.14




EXECUTION VERSION





 




AMENDMENT NO. 2

TO CREDIT AGREEMENT




dated as of

June 16, 2009




Among




ABERCROMBIE & FITCH MANAGEMENT CO.

THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO,

as Borrowers,




ABERCROMBIE & FITCH CO.,

as Parent




THE LENDING INSTITUTIONS NAMED HEREIN,

as Lenders,




NATIONAL CITY BANK,

as an LC Issuer, the Swing Line Lender and as a Co-

Lead Arranger and Global Agent




 





 


 











 




AMENDMENT NO. 2 TO CREDIT AGREEMENT




This Amendment No. 2 to Credit Agreement (this “Amendment”) is made as of
June 16, 2009, by and among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the
“Company”), the Foreign Subsidiary Borrowers party hereto (together with the Company, each
a “Borrower” and collectively, the “Borrowers”), ABERCROMBIE & FITCH CO., a
Delaware corporation (the “Parent”), the lenders party hereto (each a “Lender” and
collectively, the “Lenders”), and NATIONAL CITY BANK, as the Swing Line Lender, an LC
Issuer and the global agent (the “Global Agent).



RECITALS:




A. The Company, the Parent, the Foreign Subsidiary Borrowers, the Global Agent and the Lenders
are parties to the Credit Agreement, dated as of April 15, 2008, as amended by Amendment No. 1 to
Credit Agreement, dated December 29, 2008 (as further amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”).



B. The Borrowers, the Global Agent and the Lenders desire to further amend the Credit
Agreement as more fully set forth herein.



C. Each capitalized term used herein and not otherwise defined herein shall have the same
meaning set forth in the Credit Agreement as amended.



AGREEMENT:




In consideration of the premises and mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the
Global Agent and the Lenders agree as follows:



1. New Definitions. The following definitions shall be added to Section 1.01 of the
Credit Agreement in the appropriate alphabetical order:




“Auction Rate Securities” means any auction rate securities permitted
by clause (f) of the definition of Permitted Investments.




“Consolidated Capital Expenditures” means, for any period, the
aggregate of all expenditures (whether paid in cash or accrued as liabilities) by
the Parent and its Subsidiaries during that period that, in conformity with GAAP,
are or are required to be included in the property, plant or equipment reflected in
the consolidated balance sheet of the Parent and its Subsidiaries.




“Fair Value” means, for each category of Specified Auction Rate
Securities, the difference between the applicable amounts identified in the columns
labeled “Face Value” and “Temporary Impairment” in the attachment to the certificate
delivered to the Global Agent and the Lenders on the Second Amendment Effective Date
pursuant to Section 17(b) of the Second Amendment.




“Ruehl Exit” means store closings, brand exiting related activities and
other discontinued operations or infrastructure downsizing (including, without
limitation, store
lease buyout, store debranding and related payments and expenses related to
severance and related employment matters), in each case directly related to the exit
of the Ruehl business and brand.


 


 









 






“Second Amendment” means Amendment No. 2 to Credit Agreement, dated the
Second Amendment Effective Date, among the Borrowers, the Parent, the Lenders and
the Global Agent.



“Second Amendment Effective Date” means June 16, 2009.




“Specified Auction Rate Securities” means the specific Auction Rate
Securities disclosed to the Global Agent and the Lenders on the Second Amendment
Effective Date in a certificate delivered pursuant to Section 17(b) of the Second
Amendment.




“Temporary Impairment” means, for each category of Specified Auction
Rate Securities, the applicable amount identified in the column labeled “Temporary
Impairment” in the attachment to the certificate delivered to the Global Agent and
the Lenders on the Second Amendment Effective Date pursuant to Section 17(b) of the
Second Amendment.



2. Amendments to Section 1.01 to the Credit Agreement. The following definitions
contained in Section 1.01 of the Credit Agreement shall be amended and restated in their entirety
to read as follows:




“Applicable Facility Fee Rate” means for any day:




(i) As of the Second Amendment Effective Date, until changed hereunder in accordance with
the provisions set forth in this definition, 50.0 basis points;




(ii) Commencing with the fiscal quarter of the Parent ended on August 1, 2009, and
continuing with each fiscal quarter thereafter, the Global Agent shall determine the
Applicable Facility Fee Rate in accordance with the following matrix, based on the Leverage
Ratio for the most recent determination date:



	 	 	 	 	 
	Leverage Ratio	 	Applicable Facility Fee Rate
	Level I
	 	25.0 bps
	< 1.50 to 1.00
	 	 	 	 
	Level II
	 	37.5 bps
	3 1.50 to 1.00 and < 2.00 to 1.00
	 	 	 	 
	Level III
	 	50.0 bps
	3 2.00 to 1.00 and < 2.50 to 1.00
	 	 	 	 
	Level IV
	 	50.0 bps
	3 2.50 to 1.00 and < 3.00 to 1.00
	 	 	 	 
	Level V
	 	62.5 bps
	3 3.00 to 1.00
	 	 	 	 






 


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(iii) For the purposes of the foregoing, (i) the Leverage Ratio shall be determined as of
the end of each fiscal quarter of the Parent’s fiscal year based upon the Parent’s
consolidated financial statements delivered pursuant to Section 6.01 (a) or (b) and (ii)
each change in the Applicable Facility Fee Rate resulting from a change in the Leverage
Ratio shall be effective during the period commencing on and including the date of delivery
to the Global Agent of such consolidated financial statements indicating such change and
ending on the date immediately preceding the effective date of the next such change;
provided that the Leverage Ratio shall be deemed to be in Level V (A) at any time that an
Event of Default has occurred and has been continuing for 15 days (or, in the case of any
Event of Default under Section 8.01(g), immediately upon such occurrence) and the Global
Agent, so notifies the Borrower, and provided further that, immediately following the remedy
and/or waiver or cure of the relevant Event of Default, the Leverage Ratio shall be deemed
to have been reinstated to the Level which would otherwise be applicable (and the Applicable
Facility Fee Rate adjusted accordingly), or (B) subject to the Global Agent’s discretion, if
the Parent fails to deliver the consolidated financial statements required to be delivered
by it pursuant to Section 6.01(a) or (b) during the period from the expiration of the time
for delivery thereof until such consolidated financial statements are delivered. The Global
Agent will promptly provide notice of any determination of the Applicable Facility Fee Rate
to the Company and the Lenders. Any such determination by the Global Agent shall be
conclusive and binding absent manifest error.




“Applicable Margin” means, for any day:




(i) As of the Second Amendment Effective Date, until changed hereunder in accordance with
the following provisions, 200.0 basis points for Fixed Rate Loans and 100.0 basis points for
Base Rate Loans;


 


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(ii) Commencing with the fiscal quarter of the Parent ended on August 1, 2009, and
continuing with each fiscal quarter thereafter, the Global Agent shall determine the
Applicable Margin in accordance with the following matrix, based on the Leverage Ratio for
the most recent determination date:



	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin for	 	 	Applicable Margin for	 
	Leverage Ratio	 	Fixed Rate Loans	 	Base Rate Loans
	Level I
	 	150.0 bps	 	 50.0 bps
	< 1.50 to 1.00
	 	 	 	 	 	 	 	 
	Level II
	 	175.0 bps	 	 75.0 bps
	3 1.50 to 1.00 and
< 2.00 to 1.00
	 	 	 	 	 	 	 	 
	Level III
	 	200.0 bps	 	100.0 bps
	3 2.00 to 1.00 and
< 2.50 to 1.00
	 	 	 	 	 	 	 	 
	Level IV
	 	225.0 bps	 	125.0 bps
	3 2.50 to 1.00 and
< 3.00 to 1.00
	 	 	 	 	 	 	 	 
	Level V
	 	250.0 bps	 	150.0 bps
	3 3.00 to 1.00
	 	 	 	 	 	 	 	 








(iii) For the purposes of the foregoing, (i) the Leverage Ratio shall be determined as of
the end of each fiscal quarter of the Parent’s fiscal year based upon the Parent’s
consolidated financial statements delivered pursuant to Section 6.01(a) or (b) and (ii) each
change in the Applicable Margin resulting from a change in the Leverage Ratio shall be
effective during the period commencing on and including the date of delivery to the Global
Agent of such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided that the
Leverage Ratio shall be deemed to be in Level V (A) at any time that an Event of Default has
occurred and has been continuing for 15 days (or, in the case of any Event of Default under
Section 8.01(g), immediately upon such occurrence) and the Global Agent, so notifies the
Borrower, and provided further that, immediately following the remedy and/or waiver or cure
of the relevant Event of Default, the Leverage Ratio shall be deemed to have been reinstated
to the Level which would otherwise be applicable (and the Applicable Margin adjusted
accordingly) or (B) subject to the Global Agent’s discretion, if the Parent fails to deliver
the consolidated financial statements required to be delivered by it pursuant to Section
6.01(a) or (b) during the period from the expiration of the time for delivery thereof until
such consolidated financial statements are delivered. Any changes in the Applicable Margin
shall be determined by the Global Agent in accordance with the provisions set forth in this
definition, and the Global Agent will promptly provide notice of such determinations to the
Company and the Lenders. Any such determination by the Global Agent shall be conclusive and
binding absent manifest error.


 


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“Consolidated EBITDAR” means, for any period, Consolidated Net Income for such
period; plus without duplication and to the extent deducted in determining such
Consolidated Net Income, the sum of (i) Interest Expense, (ii) income and franchise (or
similar) tax expense, (iii) depreciation and amortization expense (including impairment of
long term store fixed assets), (iv) Minimum Rent (plus contingent store rent plus non-cash
rent expense), (v) Non-Cash Compensation Charges, (vi) losses on any Specified Auction Rate
Securities, in each case not to exceed the applicable Temporary Impairment for such
Specified Auction Rate Securities, (vii) non-cash charges related to the Ruehl Exit in an
aggregate amount not to exceed $50,000,000,
(viii) non-recurring cash charges in an aggregate amount not to exceed $61,000,000
related to the Ruehl Exit, (ix) additional non-recurring non-cash charges in an amount not
to exceed $20,000,000 in the aggregate during any Testing Period, and (x) other
non-recurring cash charges in an amount not to exceed $10,000,000 in the aggregate during
any Testing Period minus without duplication (A) Interest Income, (B) any benefit
received from income, franchise (or similar) tax expense to the extent included in the
determination of Consolidated Net Income, (C) gains arising from any Specified Auction Rate
Securities, in each case resulting from the excess of the Fair Value thereof and (D) any
cash payments made during such period that were deducted in determining Consolidated Net
Income and added back in determining Consolidated EBITDAR in a previous Testing Period under
clauses (v) or (ix); all as determined in accordance with GAAP on a consolidated basis for
the Parent and the Subsidiaries.




“Coverage Ratio” means, for the Parent and the Subsidiaries on a consolidated
basis as of the end of each Testing Period and as of any time Pro Forma Compliance is
required to be demonstrated, the ratio of (a) Consolidated EBITDAR for the relevant Testing
Period to (b) the sum of, without duplication, (x) Net Interest Expense, plus (y) scheduled
payments of long-term debt as reported in accordance with GAAP, due within twelve months of
the date of determination, (but excluding Indebtedness under this Agreement), plus (z) the
sum of (i) Minimum Rent and (ii) contingent store rent, in each case for the Testing Period
most recently ended.




“Default Rate” means, for any day, a rate per annum equal to (i) the Base Rate
(or if the Default Rate is being determined in connection with a Canadian Revolving Loan,
the Canadian Prime Rate) in effect on such day, plus (ii) the Applicable Margin for
Base Rate Loans in effect on such day, plus (iii) 2.00%.




“Financial Officer” means the Chief Financial Officer, Chief Operations
Officer, the Vice President having authority over financial matters or the Treasurer of the
Company and/or the Parent, as applicable.




“Leverage Ratio” means for the Parent and the Subsidiaries on a consolidated
basis as of the end of each Testing Period and as of any time Pro Forma Compliance is
required to be demonstrated, the ratio of (i) Adjusted Total Debt to (ii) Consolidated
EBITDAR for the Testing Period most recently ended.



“Maximum Credit Facility Amount” means the Dollar Equivalent of $350,000,000, as such
amount may be reduced pursuant to Section 2.12 or increased pursuant to Section 2.17.




“Maximum Foreign Exposure Amount” means the Dollar Equivalent of $175,000,000,
as such amount may be reduced pursuant to Section 2.12.




“Minimum Rent” means total store rent expense less contingent store rent less
non-cash rent expense, and shall exclude any store lease payments to landlords related to
the Ruehl Exit in an aggregate amount not to exceed $55,000,000.




“Non-Cash Compensation Charge” means, for any period, non-cash compensation
expenses or other non-cash charges arising from the grant of or issuance of stock options,
restricted stock, restricted stock units or stock-settled stock appreciation rights in
connection with employee plans or other equity compensation arrangements.


 


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“Revolving Facility LC Commitment Amount” means (a) with respect to Trade
Letters of Credit, $350,000,000 or the Dollar Equivalent thereof in Designated Foreign
Currency (as the same may be decreased pursuant to Section 2.12 or as the same may be
increased pursuant to Section 2.17), and (b) with respect to Standby Letters of Credit, (i)
from January 1, 2009 through December 31, 2009, $117,000,000; (ii) from January 1, 2010
through December 31, 2010, $200,000,000; and (iii) thereafter, $275,000,000.




“Swing Line Commitment” means $32,000,000.




“Total Canadian Commitment” means the sum of the Canadian Commitments of the
Canadian Lenders as the same may be decreased pursuant to the terms of this Agreement. As
of the Second Amendment Effective Date, the Total Canadian Commitment is the Dollar
Equivalent of $20,000,000.




“Total Debt” means at any date, the consolidated total Indebtedness of the
Parent and the Subsidiaries as of such date, as determined in accordance with GAAP
(excluding from Indebtedness (i) Indebtedness incurred in connection with any FAS 13/98
Transactions and (ii) all obligations, contingent or otherwise, of the Parent and any
Subsidiary as an account party under any Trade Letters of Credit but shall include any
Indebtedness of the Parent or any Subsidiary under any Standby Letter of Credit (without
duplication of any Indebtedness incurred, if any, in the form of any letter of credit or
bank guarantee supporting rental obligations of the Parent, the Company or any Subsidiary).



3. Amendment to Section 1.01 to the Credit Agreement. Clause (f) of the definition of
“Permitted Investments” shall be amended and restated in its entirety as follows:




“(f) auction preferred stock and auction rate certificates that, (i) at the date of
purchase are (or were at the date of purchase) rated at least AA by S&P (or the equivalent)
and (ii) at the date of purchase have (or had at the date of purchase) not more than 180
days until the next auction;”



4. Amendment to Section 1.01 to the Credit Agreement. (a) The definition of “Pro
Forma Basis” shall be amended to insert a “)” at the end thereof and (b) the definition of
“Utilization Fees” shall be deleted in its entirety.



5. Amendment to Section 2.09(a)(i) to the Credit Agreement. Section 2.09(a)(i) of the
Credit Agreement shall be amended and restated in its entirety as follows:




“(i) during such periods as such Revolving Loan is a US Base Rate Loan, a fluctuating
rate per annum equal to the Base Rate in effect from time to time plus the
Applicable Margin for Base Rate Loans in effect from time to time,”



6. Amendment to Section 2.09(b) to the Credit Agreement. The first sentence of
Section 2.09(b) of the Credit Agreement shall be amended and restated in its entirety as follows:




“Each Canadian Prime Rate Loan made by each Canadian Lender shall bear interest on the
outstanding principal amount thereof at a fluctuating rate per annum that shall at all times
be equal to the Canadian Prime Rate in effect from time to time plus the Applicable
Margin for Base Rate Loans in effect from time to time.”


 


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7. Amendment to Section 2.11(b) to the Credit Agreement. Section 2.11(b) of the
Credit Agreement shall be amended and restated in its entirety as follows:




“(b) [Intentionally Omitted].”



8. Amendment to Section 2.11(c)(i)(A) to the Credit Agreement. Section 2.11(c)(i)(A)
of the Credit Agreement shall be amended and restated in its entirety as follows:




“(A) the Applicable Margin for Fixed Rate Loans in effect on such day times”



9. Amendment to Section 2.11(c)(ii)(A) to the Credit Agreement. Section
2.11(c)(ii)(A) of the Credit Agreement shall be amended and restated in its entirety as follows:




“(A) one-half of the Applicable Margin for Fixed Rate Loans in effect on the date of
issuance times”



10. Amendment to Section 2.12 to the Credit Agreement. Section 2.12, clause (c) of
the Credit Agreement shall be amended and restated in its entirety as follows:




“(c) Partial Reduction of Commitments. Upon at least three Business Days’
prior irrevocable written notice (or telephonic notice confirmed in writing) to the Global
Agent at its Notice Office (which notice the Global Agent shall promptly transmit to each of
the Lenders), the Company shall have the right to partially and permanently reduce the
Unutilized Total Revolving Commitment; provided, however, that (i) any such reduction shall
apply to proportionately (based on each Lender’s Fixed Commitment Percentage) and
permanently reduce the Facility Commitment of each Lender and the Canadian Commitment of
each Canadian Lender, (ii) such reduction shall apply to proportionately and permanently
reduce the Revolving Facility LC Commitment Amount, the Swing Line Commitment, the Total
Canadian Commitment and the Maximum Foreign Exposure Amount, but only to the extent that the
Unutilized Total Revolving Commitment would be reduced below any such limits, (iii) no such
reduction shall be permitted if any Borrower would be required to make a mandatory
prepayment of Loans or cash collateralize Letters of Credit pursuant to Section 2.13, and
(iv) any partial reduction shall be in the amount of at least $25,000,000 (or, if greater,
in integral multiples of $5,000,000).”



11. Amendment to Section 6.01(d) to the Credit Agreement. Section 6.01, clause (d) of
the Credit Agreement shall be amended and restated in its entirety as follows:




“(d) Forecasts; Budgets. As and when generated but in any event no later than
February 28 of each year, a copy of the Parent’s and its Subsidiaries budget for the next
year.”



12. New Section 6.01(i) of the Credit Agreement. A new clause (i) shall be added to
Section 6.01 of the Credit Agreement as follows:




“(i) Specified Auction Rate Securities. At the time of delivery of the
financial statements provided for in subparts (a) and (b) above, a certificate signed by a
Financial Officer of the Parent and the Company that sets forth the face value, temporary
impairment and sale price (if applicable) of the Specified Auction Rate Securities and
specifically indicates which Specified Auction Rate Securities have been sold and the date
of each such sale.”


 


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13. Amendment to Section 7.01 to the Credit Agreement. Section 7.01 of the Credit
Agreement shall be amended by deleting the “and” following clause (i) thereof, deleting the “.”
following clause (j) thereto and replacing it with “; and” and adding the following clause (k)
thereto:




“(k) unsecured Indebtedness, if any, owed to landlords and constituting store lease
buyout payments or other related payments related to the Ruehl Exit in an amount not to
exceed $55,000,000 in the aggregate as evidenced by promissory notes or other agreements,
the form of which are in form and substance reasonably satisfactory to the Global Agent and
whose approval shall not be unreasonably withheld or delayed.”



14. Amendment to Section 7.04 to the Credit Agreement. Section 7.04 of the Credit
Amendment shall be amended by (i) amending and restating clause (c) as follows:




“(c) additional purchases of or investments by the Parent, the Company or any
Subsidiary in the capital stock of Subsidiaries, including Foreign Subsidiaries, joint
ventures or the capital stock, assets, obligations or other securities of or interests in
other Persons, and loans and advances by the Parent, the Company or any Credit Party to or
in favor of, and guarantees by the Parent, the Company or any Subsidiary of the Indebtedness
of, Foreign Subsidiaries, in an amount in the aggregate at any time outstanding which does
not exceed 20% of Consolidated Tangible Assets.”



and (ii) deleting the “and” following clause (f) thereof, deleting the “.” following clause (g)
thereto and replacing it with “; and” and adding the following clause (h) thereto:



“(h) guarantees by the Parent and the Company or any Subsidiary of the rental obligations of
Foreign Subsidiaries to the extent such rental obligations do not constitute Indebtedness.”



15. Amendment to Section 7.07 to the Credit Agreement. Section 7.07 of the Credit
Agreement shall be amended and restated in its entirety as follows:




“Section 7.07 Financial Covenants.




(a) Leverage Ratio. The Parent and the Company will not at any time
permit the Leverage Ratio to exceed 3.75:1.00 at the end of each Testing Period and
or at any time Pro Forma Compliance is required to be demonstrated.




(b) Coverage Ratio. The Parent and the Company will not at any time
permit the Coverage Ratio to be less than the amount set forth below at the end of
each Testing Period and or at any time Pro Forma Compliance is required to be
demonstrated:



	 	 	 	 	 
	 	 	Minimum	 
	Testing Period Ended	 	Coverage Ratio	 
	August 1, 2009
	 	 	2.00 to 1.00	 
	October 31, 2009
	 	 	1.75 to 1.00	 
	January 30, 2010
	 	 	1.65 to 1.00	 
	May 1, 2010
	 	 	1.65 to 1.00	 
	July 31, 2010
	 	 	1.65 to 1.00	 
	October 30, 2010
	 	 	1.75 to 1.00	 
	January 29, 2011
	 	 	1.75 to 1.00	 
	May 1, 2011 and thereafter
	 	 	2.00 to 1.00	 






 


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(c) Maximum Consolidated Capital Expenditures. The Parent and its
Subsidiaries will not make or incur Consolidated Capital Expenditures in excess of
(i) for the fiscal year ending January 30, 2010, $275,000,000, and (ii) for the
fiscal year ending January 29, 2011, $325,000,000, plus 100% of the unused portion
of Consolidated Capital Expenditures permitted by clause (i) of this Section
7.07(c).



16. Amendment to Schedule I. Schedule I shall be amended and restated in its entirety
as set forth on Schedule I attached hereto.



17. Conditions Precedent. The amendments set forth above shall become effective upon
the satisfaction of the following conditions precedent:




(a) this Amendment has been executed by each Borrower, the Parent, the Global Agent and the
Lenders, and counterparts hereof as so executed shall have been delivered to the Global
Agent;




(b) the Borrowers shall have provided an officer’s certificate that certifies (i) that all
representations and warranties of the Credit Parties contained in the Credit Agreement or in
the other Loan Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of the date of
this Amendment, except to the extent that such representations and warranties expressly
relate to an earlier specified date, in which case such representations and warranties shall
have been true and correct in all material respects as of the date when made, and (ii) the
Specified Auction Rate Securities and the face value and temporary impairment thereof on and
as of May 1, 2009;




(c) each Subsidiary Guarantor has executed and delivered to the Global Agent the Subsidiary
Guarantor Acknowledgment and Agreement attached hereto;




(d) the Borrowers (other than AFH Japan, G.K.) shall have provided an incumbency certificate
for the Borrowers (other than AFH Japan, G.K.) and certain other Credit Parties as requested
by the Global Agent;




(e) the Borrowers shall have paid (i) an amendment fee to the Global Agent for distribution
to each Lender that provides an executed signature page by the date hereof in amount equal
to 25.0 basis points multiplied by the applicable Commitment of each such Lender (as reduced
by this Amendment) and (ii) such other fees as agreed to between the Borrowers and the
Global Agent; and




(f) the Borrowers shall have paid all reasonable out-of-pocket fees and expenses of the
Global Agent that have been invoiced on or prior to such date in connection with the
preparation, negotiation, execution and delivery of this Amendment.



18. Representations and Warranties. The Borrowers and the Parent each hereby
represents and warrants to the Global Agent and the Lenders that: (a) such Credit Party has the
legal power and authority to execute and deliver this Amendment; (b) the officials executing this
Amendment have been duly authorized to execute and deliver the same and bind such Credit Party with
respect to the provisions hereof; (c) the execution and delivery hereof by such Credit Party and
the performance and observance by such Credit Party of the provisions hereof do not violate or
conflict with the organizational documents of such Credit Party or any law applicable to such
Credit Party; (d) no Default or Event of Default exists under the Credit Agreement, nor will any
occur immediately after the execution and delivery of this Amendment or by the performance or
observance of any provision hereof; and (e) this Amendment
constitutes a valid and binding obligation of such Credit Party in every respect, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.


 


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19. Credit Agreement Unaffected. Each reference that is made in the Credit Agreement
or any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as
amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit
Agreement shall remain in full force and effect and be unaffected hereby.



20. Counterparts. This Amendment may be executed in any number of counterparts, by
different parties hereto in separate counterparts and by facsimile signature, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.



21. Entire Agreement. This Amendment is specifically limited to the matters expressly
set forth herein. This Amendment and all other instruments, agreements and documents executed and
delivered in connection with this Amendment embody the final, entire agreement among the parties
hereto with respect to the subject matter hereof and supersede any and all prior commitments,
agreements, representations and understandings, whether written or oral, relating to the matters
covered by this Amendment, and may not be contradicted or varied by evidence of prior,
contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no
oral agreements among the parties hereto relating to the subject matter hereof or any other subject
matter relating to the Credit Agreement.




22. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.




(a) THIS AGREEMENT 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. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
BORROWERS AND THE PARENT EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO
ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT.
Any legal action or proceeding with respect to this Agreement or any other Loan Document
may be brought in the Court of Common Pleas of Cuyahoga County, Ohio, or of the United
States for the Northern District of Ohio, and, by execution and delivery of this Agreement,
the Borrowers and the Parent each hereby irrevocably accepts for itself and in respect of
its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The
Borrowers and the Parent each hereby further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such Credit Party at its
address for notices pursuant to Section 11. 04 of the Credit Agreement, such service to
become effective 30 days after such mailing or at such earlier time as may be provided under
applicable law. Nothing herein shall affect the right of the Global Agent or any Lender to
serve process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against any Credit Party in any other jurisdiction.


 


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(b) The Borrowers and the Parent each hereby irrevocably waives any objection that it may
now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Agreement or any other Loan Document brought in
the courts referred to in Section 22(a) above and hereby further irrevocably waives and
agrees not to plead
or claim in any such court that any such action or proceeding brought in any such court has
been brought in an inconvenient forum.




(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING
THERETO), OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH.



(Signature pages follow.)





 


11









 







IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first
above written.



	 	 	 	 	 
	 	ABERCROMBIE & FITCH MANAGEMENT CO.

 	 
	 	By:  	/s/ Everett
E. Gallagher, Jr.	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH CO.

 	 
	 	By:  	/s/ Jonathan E. Ramsden	 
	 	 	Name:  	Jonathan E. Ramsden 	 
	 	 	Title:  	Executive Vice President and 
Chief Financial Officer 	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH EUROPE SA

 	 
	 	By:  	/s/ David S. Cupps	 
	 	 	Name:  	David S. Cupps 	 
	 	 	Title:  	Director and President 	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH (UK) LIMITED

 	 
	 	By:  	/s/ David S. Cupps	 
	 	 	Name:  	David S. Cupps 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	AFH CANADA STORES CO.

 	 
	 	By:  	/s/ David S. Cupps	 
	 	 	Name:  	David S. Cupps 	 
	 	 	Title:  	Secretary 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	AFH JAPAN, G.K.

 	 
	 	By:  	/s/ Takehiko
Fukouka (by corporate seal)	 
	 	 	Name:  	Takehiko Fukouka 	 
	 	 	Title:  	Executive Manager 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK,

as a Lender, an LC Issuer, the Swing Line Lender,

Co-Lead Arranger and Global Agent

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



 


 









 




	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK, CANADA BRANCH

as a Canadian Lender


	 
	 	By:  	/s/ Caroline
Stade	 
	 	 	Name:  	Caroline
Stade	 
	 	 	Title:  	Senior
Vice President 	 



 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

as a Co-Lead Arranger, Syndication Agent and 

as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lisa Whatley	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Lisa Whatley 
 

	 	 
	 

	 	 	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
N.A. (Canada

Branch), as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lisa Whatley	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Lisa Whatley 
 

	 	 
	 

	 	 	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	J.P. MORGAN EUROPE
LIMITED, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Alastair A.
Stevenson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alastair A.
Stevenson
 

	 	 
	 

	 	 	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as a
Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ryan D. Burgess	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ryan D. Burgess
 

	 	 
	 

	 	 	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	THE HUNTINGTON NATIONAL
BANK,
as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeff Blendick	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeff Blendick
 

	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jaime Eng	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jaime Eng
 

	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	CITIZENS BANK OF
PENNSYLVANIA, as a 
Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Debra L.
McAllonis	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Debra L. McAllonis
 

	 	 
	 

	 	 	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI
BANKING
CORPORATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Yasuhiko Imai	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Yasuhiko Imai
 

	 	 
	 

	 	 	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL
ASSOCIATION, as a 
Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Frances W.
Josephic	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Frances W. Josephic
 

	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 






	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL
ASSOCIATION, as a 
Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mary Ann
Amshoff	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mary Ann Amshoff
 

	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 

	 	 








 


 









 





SUBSIDIARY GUARANTOR ACKNOWLEDGMENT AND AGREEMENT




Each of the undersigned (collectively, the “Subsidiary Guarantors” and, individually,
“Subsidiary Guarantor”) consents and agrees to and acknowledges the terms of the foregoing
Amendment No. 2 to Credit Agreement, dated as of June 16, 2009 (the “Amendment”). Each
Subsidiary Guarantor specifically acknowledges the terms of and consents to the amendments set
forth in the Amendment. Each Subsidiary Guarantor further agrees that its obligations pursuant to
the Subsidiary Guaranty shall remain in full force and effect and be unaffected hereby.



EACH SUBSIDIARY GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTOR
ACKNOWLEDGMENT AND AGREEMENT OR THE AMENDMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EACH SUBSIDIARY GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER.



(Signature page follows.)





 


 









 







IN WITNESS WHEREOF, this Subsidiary Guarantor Acknowledgment and Agreement has been duly
executed and delivered as of the date of the Amendment.



	 	 	 	 	 
	 	ABERCROMBIE & FITCH CO.

 	 
	 	By:  	/s/ Jonathan E. Ramsden	 
	 	 	Name:  	Jonathan E. Ramsden 	 
	 	 	Title:  	Executive Vice President and 
Chief Financial
Officer 	 




	 	 	 	 	 
	 	ABERCROMBIE & FITCH HOLDING CORPORATION

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr.	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	A&F TRADEMARK, INC.

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr.	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH FULFILLMENT COMPANY

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr. 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH DISTRIBUTION COMPANY

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr. 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	J.M.H. TRADEMARK, INC.

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr. 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



 


 









 






	 	 	 	 	 	 	 
	 	 	J.M. HOLLISTER, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Stores, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 






	 	 	 	 	 
	 	By:  	
/s/ Everett E. Gallagher, Jr. 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH TRADING CO.

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr. 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH STORES, INC.

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr. 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 




	 	 	 	 	 	 	 
	 	 	ABERCROMBIE & FITCH PROCUREMENT SERVICES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Trading Co.	 	 
	 

	 	 	 	Its Sole Member	 	 






	 	 	 	 	 
	 	By:  	/s/ Everett E. Gallagher, Jr.
 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 




	 	 	 	 	 	 	 
	 	 	FAN COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Management Co.	 	 
	 

	 	 	 	Its Sole Member	 	 






	 	 	 	 	 
	 	By:  	/s/ Everett E. Gallagher, Jr.
 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	HOLLISTER CO.

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr. 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr. 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 




	 	 	 	 	 	 	 
	 	 	GILLY HICKS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Stores, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 






	 	 	 	 	 
	 	By:  	/s/ Everett E. Gallagher, Jr.
 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 




	 	 	 	 	 	 	 
	 	 	DFZ, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Management Co.	 	 
	 

	 	 	 	Its Sole Member	 	 






	 	 	 	 	 
	 	By:  	/s/ Everett E. Gallagher, Jr.
 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	A&F CANADA HOLDING CO.

 	 
	 	By:  	/s/ Everett E. Gallagher, Jr. 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 




	 	 	 	 	 	 	 
	 	 	CANOE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Management Co.	 	 
	 

	 	 	 	Its Sole Member	 	 






	 	 	 	 	 
	 	By:  	/s/ Everett E. Gallagher, Jr.
 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 




	 	 	 	 	 	 	 
	 	 	CROMBIE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Management Co.	 	 
	 

	 	 	 	Its Sole Member	 	 






	 	 	 	 	 
	 	By:  	/s/ Everett E. Gallagher, Jr.
 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 	 	 
	 	 	RUEHL NO. 925, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Stores, Inc.	 	 
	 

	 	 	 	Its Sole Member	 	 






	 	 	 	 	 
	 	By:  	/s/ Everett E. Gallagher, Jr.
 	 
	 	 	Name:  	Everett E. Gallagher, Jr. 	 
	 	 	Title:  	Vice President 	 




 


 









 







Schedule 1




Lenders and Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Canadian	 
	 	 	 	 	 	 	Fixed Commitment	 	 	Canadian	 	 	Commitment	 
	 	 	 	 	 	 	Percentage as of	 	 	Sub-Facility	 	 	Percentage as of	 
	Lender	 	Facility Commitment	 	 	the Closing Date	 	 	Commitment	 	 	the Closing Date	 
	National City Bank
	 	$	53,277,777.78	 	 	 	15.222222222	%	 	 	N/A	 	 	 	N/A	 
	National City Bank, Canada Branch
	 	 	N/A	 	 	 	N/A	 	 	$	10,000,000	 	 	 	50.0	%
	JPMorgan Chase Bank, N.A.
	 	$	53,277,777.78	 	 	 	15.222222222	%	 	$	10,000,000	 	 	 	50.0	%
	Fifth Third Bank
	 	$	52,888,888.89	 	 	 	15.111111111	%	 	 	N/A	 	 	 	N/A	 
	The Huntington National Bank
	 	$	46,666,666.67	 	 	 	13.333333333	%	 	 	N/A	 	 	 	N/A	 
	Bank of America, N.A.
	 	$	35,000,000.00	 	 	 	10.000000000	%	 	 	N/A	 	 	 	N/A	 
	Citizens Bank of Pennsylvania
	 	$	31,111,111.11	 	 	 	8.888888889	%	 	 	N/A	 	 	 	N/A	 
	Sumitomo Mitsui Banking Corporation
	 	$	31,111,111.11	 	 	 	8.888888889	%	 	 	N/A	 	 	 	N/A	 
	US Bank, N.A.
	 	$	31,111,111.11	 	 	 	8.888888889	%	 	 	N/A	 	 	 	N/A	 
	PNC Bank, National Association
	 	$	15,555,555.56	 	 	 	4.444444444	%	 	 	N/A	 	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total:
	 	$	350,000,000.00	 	 	 	100.000000000	%	 	$	20,000,000.00	 	 	 	100.00	%