Exhibit 4.7






Exhibit
4.7







 





CREDIT AGREEMENT




dated as of

April 15, 2008




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




J.P. MORGAN SECURITIES, INC.,

as a Co-Lead Arranger and Syndication Agent




FIFTH THIRD BANK,

as a Documentation Agent




HUNTINGTON NATIONAL BANK,

as a Documentation Agent




$450,000,000 Revolving Facility




 





 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Defined Terms
	 	 	1	 
	 
	 	 	 	 
	Section 1.02 Computation of Time Periods
	 	 	29	 
	 
	 	 	 	 
	Section 1.03 Terms Generally
	 	 	29	 
	 
	 	 	 	 
	Section 1.04 Accounting Terms; GAAP
	 	 	29	 
	 
	 	 	 	 
	Section 1.05 Currency Equivalents
	 	 	29	 
	 
	 	 	 	 
	ARTICLE II THE TERMS OF THE CREDIT FACILITY
	 	 	30	 
	 
	 	 	 	 
	Section 2.01 Establishment of the Credit Facility
	 	 	30	 
	 
	 	 	 	 
	Section 2.02 Revolving Facility
	 	 	30	 
	 
	 	 	 	 
	Section 2.03 Canadian Sub-Facility
	 	 	30	 
	 
	 	 	 	 
	Section 2.04 Swing Line Facility
	 	 	31	 
	 
	 	 	 	 
	Section 2.05 Revolving Facility Letters of Credit
	 	 	32	 
	 
	 	 	 	 
	Section 2.06 Notice of Borrowing
	 	 	38	 
	 
	 	 	 	 
	Section 2.07 Funding Obligations; Disbursement of Funds
	 	 	38	 
	 
	 	 	 	 
	Section 2.08 Evidence of Obligations
	 	 	40	 
	 
	 	 	 	 
	Section 2.09 Interest; Default Rate; Mandatory Cost
	 	 	41	 
	 
	 	 	 	 
	Section 2.10 Conversion and Continuation of Loans
	 	 	43	 
	 
	 	 	 	 
	Section 2.11 Fees
	 	 	43	 
	 
	 	 	 	 
	Section 2.12 Termination and Reduction of Commitments
	 	 	45	 
	 
	 	 	 	 
	Section 2.13 Payments and Prepayments of Loans
	 	 	45	 
	 
	 	 	 	 
	Section 2.14 Method and Place of Payment
	 	 	47	 
	 
	 	 	 	 
	Section 2.15 Authority of Company; Liability of Foreign Subsidiary Borrowers
	 	 	48	 
	 
	 	 	 	 
	Section 2.16 Eligibility and Addition/Release of Foreign Subsidiary Borrowers
	 	 	48	 
	 
	 	 	 	 
	Section 2.17 Increase in Credit Facility
	 	 	50	 
	 
	 	 	 	 
	ARTICLE III TAXES, INCREASED COSTS AND ILLEGALITY
	 	 	51	 
	 
	 	 	 	 
	Section 3.01 Increased Costs, Illegality, etc.
	 	 	51	 
	 
	 	 	 	 
	Section 3.02 Breakage Compensation
	 	 	53	 
	 
	 	 	 	 
	Section 3.03 Net Payments
	 	 	54	 
	 
	 	 	 	 
	Section 3.04 Increased Costs to LC Issuers
	 	 	57	 
	 
	 	 	 	 
	Section 3.05 Change of Lending Office; Replacement of Lenders
	 	 	58	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	59	 
	 
	 	 	 	 
	Section 4.01 Organization; Powers
	 	 	59	 






-i-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 4.02 Authorization; Enforceability
	 	 	59	 
	 
	 	 	 	 
	Section 4.03 Governmental Approvals; No Conflicts
	 	 	59	 
	 
	 	 	 	 
	Section 4.04 Financial Condition; No Material Adverse Change
	 	 	59	 
	 
	 	 	 	 
	Section 4.05 Properties
	 	 	60	 
	 
	 	 	 	 
	Section 4.06 Litigation and Environmental Matters
	 	 	60	 
	 
	 	 	 	 
	Section 4.07 Compliance with Laws and Agreements
	 	 	61	 
	 
	 	 	 	 
	Section 4.08 Investment Company Status
	 	 	61	 
	 
	 	 	 	 
	Section 4.09 Taxes
	 	 	61	 
	 
	 	 	 	 
	Section 4.10 ERISA
	 	 	61	 
	 
	 	 	 	 
	Section 4.11 Disclosure
	 	 	62	 
	 
	 	 	 	 
	Section 4.12 Subsidiaries
	 	 	62	 
	 
	 	 	 	 
	Section 4.13 Use of Proceeds; Margin Regulations
	 	 	62	 
	 
	 	 	 	 
	Section 4.14 Insurance
	 	 	62	 
	 
	 	 	 	 
	Section 4.15 Material Contracts
	 	 	62	 
	 
	 	 	 	 
	ARTICLE V CONDITIONS
	 	 	63	 
	 
	 	 	 	 
	Section 5.01 Conditions Precedent at Closing Date
	 	 	63	 
	 
	 	 	 	 
	Section 5.02 Conditions Precedent to Addition of Foreign Subsidiary Borrowers
	 	 	64	 
	 
	 	 	 	 
	Section 5.03 Conditions Precedent to All Credit Events
	 	 	66	 
	 
	 	 	 	 
	ARTICLE VI AFFIRMATIVE COVENANTS
	 	 	66	 
	 
	 	 	 	 
	Section 6.01 Financial Statements and other Information
	 	 	66	 
	 
	 	 	 	 
	Section 6.02 Notices of Material Events
	 	 	68	 
	 
	 	 	 	 
	Section 6.03 Existence; Conduct of Business
	 	 	68	 
	 
	 	 	 	 
	Section 6.04 Payment of Obligations
	 	 	69	 
	 
	 	 	 	 
	Section 6.05 Maintenance of Property; Insurance
	 	 	69	 
	 
	 	 	 	 
	Section 6.06 Books and Records; Inspection Rights
	 	 	69	 
	 
	 	 	 	 
	Section 6.07 Compliance with Laws
	 	 	69	 
	 
	 	 	 	 
	Section 6.08 Use of Proceeds and Letters of Credit
	 	 	69	 
	 
	 	 	 	 
	Section 6.09 Compliance with Environmental Laws
	 	 	69	 
	 
	 	 	 	 
	Section 6.10 Certain Subsidiaries to Guarantee
	 	 	70	 
	 
	 	 	 	 
	ARTICLE VII NEGATIVE COVENANTS
	 	 	70	 
	 
	 	 	 	 
	Section 7.01 Indebtedness
	 	 	71	 
	 
	 	 	 	 
	Section 7.02 Liens
	 	 	71	 






-ii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 7.03 Fundamental Changes
	 	 	72	 
	 
	 	 	 	 
	Section 7.04 Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	73	 
	 
	 	 	 	 
	Section 7.05 Hedge Agreements
	 	 	74	 
	 
	 	 	 	 
	Section 7.06 Restricted Payments
	 	 	74	 
	 
	 	 	 	 
	Section 7.07 Financial Covenants
	 	 	75	 
	 
	 	 	 	 
	Section 7.08 Transactions with Affiliates
	 	 	75	 
	 
	 	 	 	 
	Section 7.09 Limitation on Certain Restrictive Agreements
	 	 	75	 
	 
	 	 	 	 
	Section 7.10 Accounting Changes
	 	 	76	 
	 
	 	 	 	 
	Section 7.11 Plan Terminations, Minimum Funding, etc.
	 	 	76	 
	 
	 	 	 	 
	Section 7.12 Anti-Terrorism Laws
	 	 	76	 
	 
	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT
	 	 	76	 
	 
	 	 	 	 
	Section 8.01 Events of Default
	 	 	76	 
	 
	 	 	 	 
	Section 8.02 Remedies
	 	 	77	 
	 
	 	 	 	 
	Section 8.03 Application of Certain Payments and Proceeds
	 	 	78	 
	 
	 	 	 	 
	Section 8.04 Equalization
	 	 	80	 
	 
	 	 	 	 
	ARTICLE IX THE GLOBAL AGENT
	 	 	81	 
	 
	 	 	 	 
	Section 9.01 Appointment
	 	 	81	 
	 
	 	 	 	 
	Section 9.02 Delegation of Duties
	 	 	82	 
	 
	 	 	 	 
	Section 9.03 Exculpatory Provisions
	 	 	82	 
	 
	 	 	 	 
	Section 9.04 Reliance by Global Agent
	 	 	82	 
	 
	 	 	 	 
	Section 9.05 Notice of Default
	 	 	83	 
	 
	 	 	 	 
	Section 9.06 Non-Reliance
	 	 	83	 
	 
	 	 	 	 
	Section 9.07 No Reliance on Global Agent’s Customer Identification Program
	 	 	83	 
	 
	 	 	 	 
	Section 9.08 USA Patriot Act
	 	 	83	 
	 
	 	 	 	 
	Section 9.09 Indemnification
	 	 	84	 
	 
	 	 	 	 
	Section 9.10 The Global Agent in Individual Capacity
	 	 	84	 
	 
	 	 	 	 
	Section 9.11 Successor Global Agent
	 	 	84	 
	 
	 	 	 	 
	Section 9.12 Other Agents
	 	 	85	 
	 
	 	 	 	 
	ARTICLE X GUARANTY
	 	 	85	 
	 
	 	 	 	 
	Section 10.01 Guaranty by the Company
	 	 	85	 
	 
	 	 	 	 
	Section 10.02 Additional Undertaking
	 	 	85	 
	 
	 	 	 	 
	Section 10.03 Guaranty Unconditional
	 	 	85	 






-iii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 10.04 Company Obligations to Remain in Effect; Restoration
	 	 	86	 
	 
	 	 	 	 
	Section 10.05 Waiver of Acceptance, etc.
	 	 	86	 
	 
	 	 	 	 
	Section 10.06 Subrogation
	 	 	86	 
	 
	 	 	 	 
	Section 10.07 Effect of Stay
	 	 	86	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	87	 
	 
	 	 	 	 
	Section 11.01 Payment of Expenses etc.
	 	 	87	 
	 
	 	 	 	 
	Section 11.02 Indemnification
	 	 	87	 
	 
	 	 	 	 
	Section 11.03 Right of Setoff
	 	 	88	 
	 
	 	 	 	 
	Section 11.04 Notices
	 	 	88	 
	 
	 	 	 	 
	Section 11.05 Successors and Assigns
	 	 	89	 
	 
	 	 	 	 
	Section 11.06 No Waiver; Remedies Cumulative
	 	 	93	 
	 
	 	 	 	 
	Section 11.07 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial
	 	 	94	 
	 
	 	 	 	 
	Section 11.08 Counterparts
	 	 	94	 
	 
	 	 	 	 
	Section 11.09 Integration
	 	 	94	 
	 
	 	 	 	 
	Section 11.10 Headings Descriptive
	 	 	95	 
	 
	 	 	 	 
	Section 11.11 Amendment or Waiver
	 	 	95	 
	 
	 	 	 	 
	Section 11.12 Survival of Indemnities
	 	 	96	 
	 
	 	 	 	 
	Section 11.13 Domicile of Loans
	 	 	96	 
	 
	 	 	 	 
	Section 11.14 Confidentiality
	 	 	96	 
	 
	 	 	 	 
	Section 11.15 Limitations on Liability of the LC Issuers
	 	 	97	 
	 
	 	 	 	 
	Section 11.16 General Limitation of Liability
	 	 	97	 
	 
	 	 	 	 
	Section 11.17 No Duty
	 	 	97	 
	 
	 	 	 	 
	Section 11.18 Lenders and Agent Not Fiduciary to Borrowers, etc.
	 	 	98	 
	 
	 	 	 	 
	Section 11.19 Survival of Representations and Warranties
	 	 	98	 
	 
	 	 	 	 
	Section 11.20 Severability
	 	 	98	 
	 
	 	 	 	 
	Section 11.21 [Intentionally Omitted]
	 	 	98	 
	 
	 	 	 	 
	Section 11.22 Interest Rate Limitation
	 	 	98	 
	 
	 	 	 	 
	Section 11.23 Judgment Currency
	 	 	99	 
	 
	 	 	 	 
	Section 11.24 Press Releases and Related Matters
	 	 	99	 
	 
	 	 	 	 
	Section 11.25 Agreement of Borrowers
	 	 	99	 
	 
	 	 	 	 
	Section 11.26 Patriot Act Notification
	 	 	99	 






-iv-









 





EXHIBITS




	 	 	 	 	 
	Exhibit A-1 Form of Revolving Facility Note
	 	 	 	 
	Exhibit A-2 Form of Swing Line Note
	 	 	 	 
	Exhibit B-1 Form of Notice of Borrowing
	 	 	 	 
	Exhibit B-2 Form of Notice of Continuation or Conversion
	 	 	 	 
	Exhibit B-3 Form of Revolving Facility LC Request
	 	 	 	 
	Exhibit C-1 Form of Domestic Credit Party Guaranty
	 	 	 	 
	Exhibit C-2 Form of Foreign Subsidiary Guaranty
	 	 	 	 
	Exhibit D Form of Joinder Agreement
	 	 	 	 
	Exhibit E Form of Compliance Certificate
	 	 	 	 
	Exhibit F Form of Closing Certificate
	 	 	 	 
	Exhibit G Form of Assignment and Assumption
	 	 	 	 
	Exhibit H Form of Exemption Certificate
	 	 	 	 
	Exhibit I Form of Withholding Certificate
	 	 	 	 
	Exhibit J Form of Qualifying Certificate
	 	 	 	 






SCHEDULES




	 	 	 	 	 
	Schedule 1 Lenders and Commitments
	 	 	 	 
	Schedule 2 Subsidiary Guarantors
	 	 	 	 
	Schedule 3 Existing Letters of Credit
	 	 	 	 
	Schedule 4 Mandatory Costs
	 	 	 	 
	Schedule 4.06 Disclosed Matters
	 	 	 	 
	Schedule 4.12
Ownership Interests
	 	 	 	 
	Schedule 5 Schedule 5 Foreign Subsidiaries
	 	 	 	 
	Schedule 7.01
Parent/Company Indebtedness in excess of $1M
	 	 	 	 
	Schedule 7.02 Liens
	 	 	 	 







-v-











 






     THIS CREDIT AGREEMENT is entered into as of April 15, 2008 among ABERCROMBIE & FITCH
MANAGEMENT CO., a Delaware corporation (the “Company”), the Foreign Subsidiary Borrowers
(as hereinafter defined) from time to time party hereto, ABERCROMBIE & FITCH CO., a Delaware
corporation (the “Parent”), the lenders from time to time party hereto (each a
“Lender” and collectively, the “Lenders”), NATIONAL CITY BANK, as a co-lead
arranger, a co-bookrunner and global administrative agent (the “Global Agent”), as the
Swing Line Lender and an LC Issuer (each term as hereafter defined), J.P. MORGAN SECURITIES, INC.,
as a co-lead arranger, a co-bookrunner and as syndication agent (the “Syndication Agent”)
and each of FIFTH THIRD BANK and HUNTINGTON NATIONAL BANK, as a documentation agent (each, in such
capacity, a “Documentation Agent”).



     In consideration of the premises and mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.01 Defined Terms. As used in this Agreement, the following terms have the
meanings specified below unless the context otherwise requires:



     “Acquisition” means any transaction or series of related transactions for the purpose
of or resulting, directly or indirectly, in (i) the acquisition of all or substantially all of the
assets of any Person, or any business or division of any Person, (ii) the acquisition of in excess
of 50% of the stock (or other Equity Interest) of any Person, or (iii) the acquisition of another
Person by a merger, amalgamation or consolidation or any other combination with such Person.



     “Adjusted Total Debt” means, at any time, the sum of (a) Total Debt plus (b) 600% of
Forward Minimum Rent Commitments.



     “Adjusted Commitment Percentage” means, at any time for any Lender, the percentage
obtained by dividing such Lender’s Unutilized Commitment at such time by the Unutilized Total
Commitment at such time.



     “Adjusted Eurodollar Rate” means with respect to each Interest Period for a Eurodollar
Loan, (i) the rate per annum equal to the offered rate appearing on the applicable electronic page
of Reuters (or on the appropriate page of any successor to or substitute for such service, or, if
such rate is not available, on the appropriate page of any generally recognized financial
information service, as reasonably selected by the Global Agent from time to time) that displays an
average British Bankers Association Interest Settlement Rate at approximately 11:00 A.M. (London
time) two Business Days prior to the commencement of such Interest Period, for U.S. Dollar deposits
with a maturity comparable to such Interest Period, divided (and rounded to the nearest 1/100 of
1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency, supplemental, special or
other reserves) applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under
Regulation D); provided, however, that in the event that no rate referred to in clause (i) above is
available at any such time for any reason, then the rate referred to in clause (i) shall instead be
the average (rounded to the nearest 1/100 of 1%) of the rates, as reasonably determined by the
Global Agent, at which U.S. Dollar deposits are offered to the Reference Banks by prime banks in
the London interbank market at approximately 11:00 A.M. (London time), two Business Days prior to
the commencement of













 




such Interest Period, for contracts that would be entered into at the commencement of such
Interest Period for the same duration as such Interest Period.




     “Adjusted Foreign Currency Rate” means with respect to each Interest Period for any
Foreign Currency Loan, (i) the rate per annum equal to the offered rate appearing on the applicable
electronic page of Reuters (or on the appropriate page of any successor to or substitute for such
service, or, if such rate is not available, on the appropriate page of any generally recognized
financial information service, as reasonably selected by the Global Agent from time to time) that
displays an average British Bankers Association Interest Settlement Rate at approximately 11:00
A.M. (London time) two Business Days prior to the commencement of such Interest Period (or in the
case of any Foreign Currency Loan denominated in British pounds on the first day of such Interest
Period) for deposits in the applicable Designated Foreign Currency with a maturity comparable to
such Interest Period, divided (and rounded to the nearest 1/100 of 1%) by (ii) a percentage equal
to 100% minus the then stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any
member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D); provided, however, that
in the event that no rate referred to in clause (i) above is available at any such time for any
reason, then the rate referred to in clause (i) shall instead be the average (rounded to the
nearest 1/100 of 1%) of the rates, as reasonably determined by the Global Agent, at which deposits
in the applicable Designated Foreign Currency are offered to the Reference Banks by prime banks in
the London interbank market at approximately 11:00 A.M. (London time), two Business Days prior to
the commencement of such Interest Period (or in the case of any Foreign Currency Loan denominated
in British pounds on the first day of such Interest Period), for contracts that would be entered
into at the commencement of such Interest Period for the same duration as such Interest Period.



     “Affiliate” means, with respect to a specified Person, any other Person that directly,
or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified. Notwithstanding the foregoing, neither the Global Agent nor any
Lender shall in any event be considered an Affiliate of the Company or any of its Subsidiaries.



     “Aggregate Canadian Sub-Facility Exposure” means, at any time, the sum of the Dollar
Equivalent of the principal amounts of all Canadian Revolving Loans outstanding at such time.



     “Aggregate Credit Facility Exposure” means, at any time, the sum of (i) the Aggregate
Revolving Facility Exposure at such time, and (ii) the Aggregate Canadian Sub-Facility Exposure at
such time.



     “Aggregate Revolving Facility Exposure” means, at any time, the sum of (i) the Dollar
Equivalent of the principal amounts of all Revolving Loans made by all Lenders and outstanding at
such time, (ii) the amount of the Revolving Facility LC Outstandings at such time, and (iii) the
Dollar Equivalent of the principal amounts of all Swing Loans outstanding at such time.



     “Agreement” means this Credit Agreement, as the same may be from time to time further
modified, amended, restated or supplemented.



     “Anti-Terrorism Law” means the USA Patriot Act or any other law pertaining to the
prevention of future acts of terrorism, in each case as such law may be amended from time to time.



     “Applicable Facility Fee Rate” means for any day:




     (i) As of the Closing Date, until changed hereunder in accordance with the provisions
set forth in this definition, 12.5 basis points;



2









 







     (ii) Commencing with the fiscal quarter of the Parent ended on August 2, 2008, 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

	 	12.5 bps
	< 1.50 to 1.00
	 	 
	Level II

	 	15.0 bps
	>
1 .50 to 1.00 and < 2.00 to 1.00
	 	 
	Level III

	 	17.5 bps
	> 2.00 to 1.00 and < 2.50 to 1.00
	 	 
	Level IV

	 	20.0 bps
	> 2.50 to 1.00 and < 3.00 to 1.00
	 	 
	Level V

	 	22.5 bps
	> 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 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 Closing Date, until changed hereunder in accordance with the following
provisions, 50.00 basis points;




     (ii) Commencing with the fiscal quarter of the Parent ended on August 2, 2008, 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:



3









 






	 	 	 
	Leverage Ratio 	 	Applicable Margin
	Level I

	 	50.0 bps
	< 1.50 to 1.00
	 	 
	Level II

	 	60.0 bps
	> 1.50 to 1.00 and < 2.00 to 1.00
	 	 
	Level III

	 	70.0 bps
	> 2.00 to 1.00 and < 2.50 to 1.00
	 	 
	Level IV

	 	80.0 bps
	> 2.50 to 1.00 and < 3.00 to 1.00
	 	 
	Level V

	 	90.0 bps
	> 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.



     “Applicable Reimbursement Date” has the meaning provided in Section 2.05(h)(i).



     “Arrangement Fee Letter” means the Arrangement Fee Letter dated as of the Closing Date
among the Company, National City Bank and JPMorgan Securities, Inc.



     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by the definition
of “Eligible Assignee” or by Section 11.05(c)), and accepted by the Global Agent, in the form of
Exhibit G or any other form approved by the Global Agent.



     “Augmenting Revolving Lender” has the meaning provided in Section 2.17.



4









 





     “Authorized Officer” means (i) with respect to the Parent, any of the following
officers: the Chief Executive Officer, the Chief Financial Officer, the Treasurer or the
Assistant Treasurer, and (ii) with respect to the Company, any of the following officers: the
President, the Chief Financial Officer, the Vice President, the Treasurer or the Assistant
Treasurer, and (iii) with respect to any Subsidiary of the Company, any of the following officers:
the President, the Chief Financial Officer, the Vice President, the Treasurer or the Assistant
Treasurer of such Subsidiary or such other Person as is authorized in writing to act on behalf of
such Subsidiary and is acceptable to the Global Agent. Unless otherwise qualified, all references
herein to an Authorized Officer shall refer to an Authorized Officer of the Company.



     “Availability Period” means the period from and including the Closing Date to but
excluding the Credit Facility Termination Date.



     “BA Equivalent Loan” means each Canadian Revolving Loan bearing interest at a rate
based upon the BA Equivalent Rate.



     “BA Equivalent Rate” means the rate per annum determined by reference to the average
rate quoted on the Reuters Monitor Screen (Page CDOR, or such other page as may replace such page
on such screen for the purpose of displaying Canadian interbank bid rates for Canadian Dollar
bankers’ acceptances) applicable to Canadian Dollar bankers’ acceptances (on a 365 day basis) with
a term comparable to the applicable Interest Period, plus, except in the case of any Lender that is
a Schedule I Canadian Lender, 0.10%.



     “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as
now or hereafter in effect, or any successor thereto, as hereafter amended.



     “Base Rate” means, for any day, a fluctuating interest rate per annum as shall be in
effect from time to time which rate per annum shall at all times be equal to the greater of (i) the
rate of interest publicly announced by National City Bank in Cleveland, Ohio, from time to time, as
its “prime rate,” which interest rate may or may not be the lowest rate charged by it for
commercial loans or other extensions of credit, or (ii) the Federal Funds Effective Rate in effect
from time to time, determined one Business Day in arrears, plus 1/2 of 1% per annum.



     “Base Rate Loan” means a Canadian Prime Rate Loan or US Base Rate Loan.



     “Benefited Creditors” means, with respect to the Company’s Guarantee Obligations
pursuant to Article X, each of the Global Agent, the Lenders, each LC Issuer and the Swing Line
Lender and each Designated Hedge Creditor, and the respective successors and assigns of each of the
foregoing.



     “Borrower” means the Company or any Foreign Subsidiary Borrower.



     “Borrowers” means, collectively, the Company and all of the Foreign Subsidiary
Borrowers.



     “Borrowing” means (a) a Revolving Borrowing, (b) a Canadian Borrowing, or (c) the
incurrence of a Swing Loan.



     “Business Day” means any day that is not a Saturday, Sunday or any other day on which
commercial banks in Cleveland, Ohio are authorized or required by law to remain closed provided
that the term “Business Day” shall also exclude, with respect to any matters relating to (A)
Eurodollar Loans, any day on which banks are not open for dealings in U.S. dollar deposits in the
London interbank market, (B) Canadian Revolving Loans, any day on which commercial banks in
Toronto, Ontario are authorized or required by law to close, and (C) Foreign Currency Loans or
Revolving Facility LC Issuances in a Designated Foreign Currency, any day on which commercial banks
are not open for international business



5









 




(including the clearing of currency transfers in the relevant Designated Foreign Currency) in
the principal financial center of the home country of the applicable Designated Foreign Currency,
and in the case of any Loan denominated in Euros, any day on which the TARGET (Trans-European
Automated Real-time Gross Settlement Express Transfer) payment system is not open for the
settlement of payments in Euro or any day on which banks in London are authorized of required by
law to remain closed.




     “Canadian Administrative Branch” means, with respect to the Global Agent in its
capacity as such, National City Bank, Canada Branch acting as the sub-agent of the Global Agent in
accordance with the terms of this Agreement or such other branch or affiliate of the Global Agent
as the Global Agent shall have designated in writing to the Borrowers and the Lenders.



     “Canadian Borrower” means any Foreign Subsidiary organized under the laws of Canada or
any province or territory thereof that becomes the Canadian Borrower pursuant to Section 2.16;
provided, however, that a Foreign Revolving Facility Borrower shall not be eligible to be the
Canadian Borrower hereunder.



     “Canadian Borrowing” means the incurrence of Canadian Revolving Loans consisting of
one Type of Canadian Revolving Loan by the Canadian Borrower from all of the Canadian Lenders on a
given date (or resulting from Conversions or Continuations on a given date), having, in the case of
any Fixed Rate Loans, the same Interest Period.



     “Canadian Commitment” means, with respect to each Canadian Lender, the amount, if any,
set forth opposite such Canadian Lender’s name in Schedule 1 hereto as its “Canadian
Sub-Facility Commitment” as the same may be reduced from time to time pursuant to Section 2.12(c)
and as adjusted from time to time as a result of assignments to or from such Lender pursuant to
Section 11.05.



     “Canadian Commitment Percentage” means, at any time for any Canadian Lender, the
percentage obtained by dividing such Canadian Lender’s Canadian Commitment by the Total Canadian
Commitment; provided, however, that if the Total Canadian Commitment has been terminated, the
Canadian Commitment Percentage for each Canadian Lender shall be determined by dividing such
Canadian Lender’s Canadian Commitment immediately prior to such termination by the Total Canadian
Commitment in effect immediately prior to such termination. The Canadian Commitment Percentage of
each Canadian Lender as of the Closing Date is set forth on Schedule 1 hereto.



     “Canadian Dollars” or “C$” means the lawful currency of Canada.



     “Canadian Lender” means each Lender that has a Canadian Commitment or, if applicable,
the Canadian Lending Installation of any Lender that has a Canadian Commitment; provided, however,
that (i) if a Canadian Commitment is being provided by a Canadian Lending Installation of any
Lender, then, except as specifically set forth in this Agreement, such Lender and its Canadian
Lending Installation shall constitute a single “Lender” under this Agreement and the other Loan
Documents, provided further that, notwithstanding the foregoing, to the extent a Canadian
Commitment is being provided by a Canadian Lending Installation of any Lender, each such Canadian
Lending Installation shall be entitled to all of the benefits, indemnifications and protections set
forth in this Agreement or any other Loan Document, including, but not limited to, those set forth
in Article III, Section 11.01 and Section 11.02, and (ii) no Lender, and no Canadian Lending
Installation of any Lender, may be or become a Canadian Lender hereunder unless such Lender or the
Canadian Lending Installation of such Lender, as the case may be, is (x) a resident of Canada
within the meaning of the Income Tax Act (Canada) for the purposes of the withholding tax
provisions in Part XIII of the Income Tax Act (Canada) or (y) an “authorized foreign bank” as
defined in Section 2 of the Bank Act (Canada), or (z) is a Person whose lending activities are not
regulated by the Bank Act (Canada).



6









 





     “Canadian Lending Installation” means, with respect to any Lender, any office, branch,
subsidiary or Affiliate of such Lender that is designated in writing by such Lender to the Global
Agent as being responsible for funding or maintaining a Canadian Commitment.



     “Canadian Obligations” means all amounts and indemnities, direct or indirect,
contingent or absolute, of every type or description, and at any time existing, owing by a Canadian
Borrower to the Global Agent or any Canadian Lender pursuant to the terms of this Agreement or any
other Loan Document (including, but not limited to, interest and fees that accrue after the
commencement by or against any Credit Party of any insolvency proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding).



     “Canadian Payment Office” means, with respect to all matters relating to the making
and repayment of Canadian Loans, and all interest thereon, the office of the Canadian
Administrative Branch of the Global Agent at 130 King Street West, Suite 2140, Toronto, Ontario,
Canada M5X 1E4, Attention: William Hines (facsimile: (416) 361-0085) or such other office(s), as
the Global Agent may designate to the Borrowers in writing from time to time.



     “Canadian Prime Rate” means, for any day, with respect to a Canadian Prime Rate Loan,
the greater of (i) the annual rate of interest established from time to time by the Canadian
Administrative Branch of the Global Agent as its “prime rate” then in effect for determining
interest rates on Canadian Dollar denominated commercial loans in Canada and (ii) the annual rate
of interest equal to the sum of (A) the CDOR Rate on that day for bankers’ acceptances issued on
that day with a term to maturity of one month and (B) 0.50% per annum. Any change in the reference
rate announced by the Canadian Administrative Branch of the Global Agent shall take effect at the
opening of business on the day specified in the public announcement of such change.



     “Canadian Prime Rate Loan” means each Canadian Revolving Loan bearing interest at a
rate based upon the Canadian Prime Rate in effect from time to time.



     “Canadian Revolving Loan” means, with respect to each Canadian Lender, any Loan made
by such Canadian Lender pursuant to Section 2.03 hereof.



     “Canadian Sub-Facility” means the credit facility established under Section 2.03
hereof pursuant to the Canadian Commitment of each Canadian Lender; provided, however, that the
Canadian Sub-Facility shall not be available unless and until such date, if any, that the Canadian
Borrower has become a Foreign Subsidiary Borrower under this Agreement in accordance with Section
2.16.



     “Canadian Sub-Facility Exposure” means, for any Canadian Lender at any time, the
Dollar Equivalent of the principal amount of Canadian Revolving Loans made by such Canadian Lender
and outstanding at such time.



     “Capital Lease” as applied to any Person means any lease of (or other arrangement
conveying the right to use) real or personal property or a combination thereof which obligations
are required to be classified and accounted for as capital leases on the balance sheet of that
Person under GAAP.



     “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any Capital Lease of the Parent or any of its Subsidiaries, without
duplication, and the amount of such obligations shall be the capitalized amount thereof accounted
for as liabilities identified as “capital lease obligations” (or any similar words) on a
consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with GAAP.



7









 





     “CDOR Rate” means, for any day, the stated average of the rates applicable to C$
bankers’ acceptances for a term comparable to that for which such rate is being determined (which,
in the case of a BA Equivalent Loan, shall be the Interest Period applicable thereto) and appearing
as at 10:00 A.M. (Toronto time) on the “Reuters Screen CDOR Page” with respect to Schedule I
Canadian Lenders on such date, or if such date is not a Business Day, then on the immediately
preceding Business Day; provided, however, that if no such rate appears on the Reuters Screen CDOR
Page as contemplated, then the CDOR Rate on any date shall be calculated as the arithmetic mean of
the discount rates (calculated on an annual basis) for an amount comparable to that for which such
rate is being determined and for the term referred to above applicable to C$ bankers’ acceptances
quoted by the Schedule I Reference Canadian Lenders as of 10:00 A.M., Toronto time, on such date
or, if such date is not a Business Day, then on the immediately preceding Business Day.



     “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et seq.



     “Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, on or after the Closing Date, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof but in all cases other than the Parent or any Subsidiary of the Parent, in each case
including, without limitation, in its fiduciary capacity, or any employee benefit plan of the
Parent or any Subsidiary of the Parent, or any entity or trustee holding Equity Interests for or
pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other
employee benefits for employees of the Parent or any Subsidiary of the Parent), of Equity Interests
representing more than 33% of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests of the Parent as of the date of such acquisition; (b) the occupation
of a majority of the seats (other than vacant seats) on the board of directors of the Parent by
Persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed
by directors so nominated; or (c) the Company ceases, directly or indirectly, to be a wholly owned
Subsidiary of the Parent.



     “Charges” has the meaning provided in Section 11.22(a).



     “CIP Regulations” has the meaning provided in Section 9.07.



     “Claims” has the meaning set forth in the definition of “Environmental Claims.”



     “Closing Date” means the date upon which the conditions specified in Section 5.01 are
satisfied.



     “Closing Fee Letter” means the Closing Fee Letter dated as of the Closing Date between
the Company and the Global Agent, for the benefit of the Lenders.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated and the rulings issued thereunder. Section references to the Code are to
the Code, as in effect at the Closing Date and any subsequent provisions of the Code, amendatory
thereof, supplemental thereto or substituted therefor.



     “Co-Lead Arrangers” means, collectively, National City Bank and J.P. Morgan
Securities, Inc., in each case in their capacities as a co-lead arranger hereunder.



     “Commitment” means (i) with respect to each Lender, its obligation to make Revolving
Loans and participate in Revolving Facility LC Issuances under the Revolving Facility pursuant to
its Facility Commitment, (ii) the obligation of each Canadian Lender to make Canadian Revolving
Loans pursuant to its Canadian Commitment, (iii) with respect to the Swing Line Lender, its
obligations to make Swing



8









 




Loans under the Swing Line Facility pursuant to its Swing Line Commitment, and (iv) with
respect to each LC Issuer, its obligation to issue Letters of Credit under and in accordance with
the terms of this Agreement.




     “Commodities Hedge Agreement” means a commodities contract purchased by the Company or
any of its Subsidiaries in the ordinary course of business, and not for speculative purposes, with
respect to paper or other raw materials necessary to the manufacturing or production of goods in
connection with the business of the Company and its Subsidiaries.



     “Company” has the meaning provided in the first paragraph of this Agreement.



     “Company Guaranteed Obligations” has the meaning provided in Section 10.01.



     “Compliance Certificate” has the meaning provided in Section 6.01(c).



     “Confidential Information” has the meaning provided in Section 11.14(b).



     “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 Interest Expense, income tax expense, depreciation expense, amortization
expense, and Minimum Rent (plus contingent store rent) and Non-Cash Compensation Charges and
minus Interest Income; all as determined in accordance with GAAP on a consolidated basis
for the Parent and the Subsidiaries.



     “Consolidated Net Income” means for any period, the consolidated net income (or loss)
of the Parent and its Subsidiaries for such period (excluding extraordinary gains and losses), as
determined in accordance with GAAP on a consolidated basis.



     “Consolidated Tangible Net Worth” means all assets of the Parent and its Subsidiaries
less goodwill, less intangible assets and less total liabilities, all on a consolidated basis and
determined in conformity with GAAP.



     “Continue,” “Continuation” and “Continued” each refers to a
continuation of a Fixed Rate Loan for an additional Interest Period as provided in Section
2.09(h)(i).



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Convert,” “Conversion” and “Converted” each refers to a conversion of
Loans of one Type into Loans of another Type.



     “Coverage Ratio” means, for the Parent and the Subsidiaries on a consolidated basis at
any date, 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, plus (z)
the sum of (i) Minimum Rent and (ii) contingent store rent, in each case for such Testing Period.



     “Credit Event” means the making of any Borrowing, any Conversion or Continuation or
any LC Issuance.



     “Credit Facility” means the credit facility established under this Agreement pursuant
to the Commitments of the Lenders.



9









 





     “Credit Facility Exposure” means, for any Lender at any time, the sum of (i) such
Lender’s Revolving Facility Exposure at such time, and (ii) if such Lender is a Canadian Lender
(whether directly or by its Canadian Lending Installation), such Canadian Lender’s Canadian
Sub-Facility Exposure at such time.



     “Credit Facility Termination Date” means the earlier of (i) April 12, 2013, and (ii)
the date that the Commitments have been terminated pursuant to Section 8.02.



     “Credit Party” means any Domestic Credit Party or Foreign Credit Party.



     “Default” means any event or condition which constitutes an Event of Default or which
upon notice or lapse of time or both, would unless cured or waived become an Event of Default.



     “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 in effect on such day, plus
(iii) 2.00%.



     “Defaulting Lender” means any Lender with respect to which a Lender Default is in
effect.



     “Designated Foreign Currency” means Euros, British pounds, Japanese yen or any other
currency (other than Dollars and Canadian Dollars) approved in writing by each of the Lenders and
that is freely traded and exchangeable into Dollars.



     “Designated Hedge Agreement” means any Hedge Agreement (other than a Commodities Hedge
Agreement) to which the Parent or any of its Subsidiaries is a party and as to which a Lender or
any of its Affiliates is a counterparty.



     “Designated Hedge Creditor” means each Lender or Affiliate of a Lender that
participates as a counterparty to any Credit Party pursuant to any Designated Hedge Agreement with
such Lender or Affiliate of such Lender.



     “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 4.06.



     “Dollars,” “U.S. dollars” and the sign “$” each means lawful money of
the United States.



     “Dollar Equivalent” means, on any Business Day with respect to any amount denominated
in a Designated Foreign Currency or Canadian Dollars, the amount of Dollars that would be required
to purchase such amount of a Designated Foreign Currency or Canadian Dollars, as the case may be,
based upon the Global Agent’s spot rate (which is calculated by giving reference to the applicable
electronic page of Reuters (or on the appropriate page of any successor to or substitution for such
service)) at approximately 11:00 a.m. London time on the Business Day two Business Days prior to
the date that the applicable event (i.e., the making of a Foreign Currency Loan or other Loan
denominated in a currency other than Dollars, the issuance of a Letter of Credit denominated in a
currency other than Dollars, or any other event which requires the determination of a Dollar
Equivalent is to occur).



     “Domestic Credit Party” means the Parent, the Company or any Subsidiary Guarantor
other than a Foreign Subsidiary Guarantor.



     “Domestic Credit Party Guaranty” has the meaning provided in Section 5.01(h).



10









 





     “Domestic Lending Office” means, with respect to each Lender, the office designated by
such Lender to the Global Agent as such Lender’s lending office for all purposes of this Agreement
other than those matters managed by such Lender’s Foreign Lending Office.



     “Domestic Subsidiary” means any Subsidiary organized under the laws of the United
States of America, any state thereof, the District of Columbia, or any United States possession.



     “Eligible Assignee” means (i) a Lender (other than a Defaulting Lender), (ii) an
Affiliate of a Lender (other than a Defaulting Lender), and (iii) any other Person (other than a
natural Person) approved by (A) the Global Agent, (B) each LC Issuer, and (C) unless an Event of
Default has occurred and is continuing, the Company (each such approval not to be unreasonably
withheld or delayed); provided, however, that notwithstanding the foregoing, “Eligible
Assignee” shall not include the Parent, the Company or any of its Subsidiaries; provided,
further, that the Borrower shall not be deemed to have unreasonably withheld or delayed the
provision of its consent if, as a result of a participation by a Lender pursuant to Section
11.05(b), an assignment by a Lender pursuant to Section 11.05(c) or any other provision of this
Agreement, a Borrower would be obliged to make a payment to the proposed assignee of the Loans,
Revolving Facility LC Participations, Swing Loan Participations and/or Commitments (or any other
Lender) under Section 3.01, Section 3.03 or Section 3.04 of this Agreement to the extent such
payment would not have been otherwise due to the assigning Lender.



     “Environmental Claims” means any and all global, regulatory or judicial actions,
suits, demands, demand letters, claims, liens, notices of non-compliance or violation,
investigations or proceedings relating in any way to any Environmental Law or any permit issued
under any such law (hereafter “Claims”), including, without limitation, (i) any and all
Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law, and (ii) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the storage, treatment or Release (as defined in CERCLA) of any
Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the
environment.



     “Environmental Law” means any applicable Federal, state, foreign or local statute,
law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable
written policy and rule of common law now or hereafter in effect and in each case as amended, and
any binding and enforceable judicial or global interpretation thereof, including any judicial or
global order, consent, decree or judgment issued to or rendered against the Parent or any of its
Subsidiaries relating to the environment or Hazardous Materials, including, without limitation,
CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act,
42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Oil Pollution
Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act
of 1986, 42 U.S.C. § 11001 et seq., the Hazardous Material Transportation Act, 49 U.S.C. § 5101
et seq.; and any state and local or foreign counterparts or equivalents, in each case as amended
from time to time.



     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials in violation of
Environmental Law, (d) the release or threatened release of any Hazardous Materials into the
environment in violation of Environmental Law or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.



11









 





     “Equalization Date” means the date upon the earliest to occur of (i) the termination
of all of the Commitments pursuant to Section 8.02(a), (ii) the acceleration of all of the
Obligations pursuant to Section 8.03(b), (iii) the occurrence of an Event of Default pursuant to
Section 8.01(g), or (iv) the Credit Facility Termination Date, to the extent that any of the
Obligations remain outstanding as of the close of business (local time in the Notice Office) as of
such date.



     “Equalization Percentage” means, with respect to each Lender, a percentage determined
for such Lender on the Equalization Date obtained by dividing the Credit Facility Exposure of such
Lender on the Equalization Date by the Aggregate Credit Facility Exposure on the Equalization Date,
in each case as calculated, with respect to any amounts outstanding in a Designated Foreign
Currency or Canadian Dollars, using the Dollar Equivalent of such amount in effect on the
Equalization Date, as the foregoing percentage may be adjusted as a result of any assignments made
pursuant to Section 11.05 after the Equalization Date.



     “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder. Section references to
ERISA are to ERISA, as in effect at the Closing Date and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) or any
Person (as defined in Section 3(9) of ERISA), that, together with the Parent or a Subsidiary of the
Parent is treated as a “single employer” (i) within the meaning of Section 414(b), (c), (m) or (o)
of the Code or (ii) as a result of the Parent or a Subsidiary of the Parent being or having been a
general partner of such Person.



     “Eurodollar Loan” means each Revolving Loan bearing interest at a rate based upon the
Adjusted Eurodollar Rate.



     “Event of Default” has the meaning provided in Section 8.01.



     “Excluded Taxes” has the meaning provided in Section 3.03(a).



     “Exemption Certificate” has the meaning provided in Section 3.03(b).



     “Existing Credit Agreement” means the Credit Agreement, dated as of November 14, 2002,
as amended and restated as of December 15, 2004, among the Company, the Parent, the lenders party
thereto, National City Bank, as administrative agent, and JPMorgan Chase Bank, N.A., as syndication
agent, as amended.



     “Existing Letters of Credit” means each of the letters of credit issued under the
Existing Credit Agreement that are more fully described on Schedule 3 hereto.



     “FAS 13/98 Transactions” means any real estate transaction that falls within the scope
of EITF No. 97-10 “The Effect of Lessee Involvement in Asset Construction” or qualifies for
sale-leaseback treatment under FAS No. 13 or No. 98 or is accounted for under FAS No. 66, but with
respect to which neither the Parent nor any of its Subsidiaries has acquired and sold the asset
that is the subject of such transaction.



12









 





     “Facility Commitment” means, with respect to each Lender, the amount set forth
opposite such Lender’s name in Schedule 1 hereto as its Facility Commitment as the same may
be reduced from time to time pursuant to Section 2.12(c), increased from time to time pursuant to
Section 2.17 or adjusted from time to time as a result of assignments to or from such Lender
pursuant to Section 11.05.



     “Facility Fees” has the meaning provided in Section 2.11(a).



     “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100th of 1%) of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100th of 10%) of the quotations for such day on such
transactions received by the Global Agent from three Federal funds brokers of recognized standing
selected by the Global Agent.



     “Fees” means all amounts payable pursuant to, or referred to in, Section 2.11.



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



     “Financial Projections” has the meaning provided in Section 4.04(b).



     “Fixed Commitment Percentage” means, at any time for any Lender, the percentage
obtained by dividing such Lender’s Facility Commitment by the Total Facility Commitment; provided,
however, that if the Total Facility Commitment has been terminated, the Fixed Commitment Percentage
for each Lender shall be determined by dividing such Lender’s Facility Commitment immediately prior
to such termination by the Total Facility Commitment immediately prior to such termination. The
Fixed Commitment Percentage of each Lender as of the Closing Date is set forth on Schedule
1 hereto.



     “Fixed Rate Loan” means any Eurodollar Loan, Foreign Currency Loan or BA Equivalent
Loan.



     “Foreign Credit Party” means any Foreign Subsidiary Borrower or any Foreign Subsidiary
Guarantor.



     “Foreign Currency Loan” means each Revolving Loan denominated in a Designated Foreign
Currency and bearing interest at a rate based upon the Adjusted Foreign Currency Rate.



     “Foreign Exposure” means, as the context may require, the Aggregate Canadian
Sub-Facility Exposure, the Canadian Sub-Facility Exposure, or the Foreign Subsidiary Borrower
Exposure.



     “Foreign Guaranty Principles” means the following principles: (i) a Foreign Subsidiary
shall not be required to enter into a Foreign Subsidiary Guaranty if it, the Parent, or any
Subsidiary of the Parent would be reasonably likely to be obliged to pay any additional amounts in
respect of Taxes in any jurisdiction; (ii) a Foreign Subsidiary shall not be required to enter into
a Foreign Subsidiary Guaranty to the extent that it would constitute an unlawful act of the
relevant Foreign Subsidiary or any of its officers or directors or result in any breach of
corporate benefit, financial assistance, fraudulent preference or thin capitalization laws or
regulations of any jurisdiction; (iii) Foreign Subsidiary Guarantors shall only be required to
guarantee the obligation of a Foreign Subsidiary Borrower that is the direct parent company of such
Foreign Subsidiary Guarantor (the “Foreign Subsidiary Borrower Parent”); and (iv) the
maximum amount recoverable from a Foreign Subsidiary Guarantor under a Foreign Subsidiary Guaranty
shall be limited to the aggregate of any amounts borrowed by the relevant Foreign Subsidiary
Guarantor from its



13









 




Foreign Subsidiary Borrower Parent where the monies lent by the Foreign Subsidiary Borrower
Parent to the relevant Foreign Subsidiary Guarantor have been obtained from Loans made under the
Agreement.




     “Foreign Lending Office” means, with respect to each Lender, in the case of matters
relating to the Foreign Subsidiary Borrowers, the office(s) designated by such Lender to the Global
Agent as such Lender’s lending office(s) for purposes of making Loans to each such Foreign
Subsidiary Borrower.



     “Foreign Revolving Facility Borrower” means any Foreign Subsidiary that becomes a
Revolving Facility Borrower pursuant to Section 2.16 hereof; provided, however, that the Canadian
Borrower shall not be eligible to be a Foreign Revolving Facility Borrower hereunder.



     “Foreign Revolving Facility Borrower Obligations” means all amounts, indemnities and
reimbursement obligations, direct or indirect, contingent or absolute, of every type or
description, and at any time existing, owing by any Foreign Revolving Facility Borrower to the
Global Agent, any Lender or any LC Issuer pursuant to the terms of this Agreement or any other Loan
Document (including, but not limited to, interest and fees that accrue after the commencement by or
against any Credit Party of any insolvency proceeding, regardless of whether such interest and fees
are allowed claims in such proceeding).



     “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.



     “Foreign Subsidiary Borrower” means the Canadian Borrower or Foreign Revolving
Facility Borrower.



     “Foreign Subsidiary Borrower Exposure” means, at any time, the Aggregate Revolving
Facility Exposure in respect of the Foreign Revolving Facility Borrowers at such time.



     “Foreign Subsidiary Borrower Parent” has the meaning provided in the definition of
“Foreign Guaranty Principles.”



     “Foreign Subsidiary Guarantor” has the meaning provided in Section 5.02(iii).



     “Foreign Subsidiary Guaranty” has the meaning provided in Section 5.02(iii).



     “Forward Minimum Rent Commitments” means Minimum Rent commitments (less related
sublease income) under non-cancelable store leases, including under any such store leases of any
Person other than the Parent, the Company or a Subsidiary to the extent, directly or indirectly
guaranteed, endorsed or assumed by the Parent, the Company or any Subsidiary or in respect of which
the Parent, the Company or any Subsidiary is primarily liable (or contingently or otherwise
liable), for the fiscal year following the Parent’s most recently ended fiscal year, as certified
by a Financial Officer.



     “Funding Amount” means, with respect to any Revolving Borrowing or Revolving Facility
LC Issuance, such Lender’s pro rata share of such Revolving Borrowing or Revolving Facility LC
Issuance based upon such Lender’s applicable Funding Percentage in effect at the time such
Revolving Borrowing is to be made or such Revolving Facility LC Issuance.



     “Funding Percentage” means, for each Lender at the time of any Revolving Borrowing or
Revolving Facility LC Issuance, (i) if there is no Aggregate Canadian Sub-Facility Exposure, such
Lender’s Fixed Commitment Percentage, or (ii) if there is any Aggregate Canadian Sub-Facility
Exposure, such Lender’s Adjusted Commitment Percentage.



     “GAAP” means generally accepted accounting principles in the United States of America
as in effect from time to time.



14









 





     “Global Agent” has the meaning provided in the first paragraph of this Agreement and
shall include any successor to the Global Agent appointed pursuant to Section 9.11.



     “Global Agent Fee Letter” means the Global Agent Fee Letter dated as of the Closing
Date between the Company and the Global Agent.



     “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state, provincial, territorial,
municipal or local, and any agency, authority, instrumentality, regulatory body, court, central
bank, global tribunal, or other entity exercising executive, legislative, judicial, taxing,
regulatory, administrative or global powers or functions of or pertaining to government.



     “Guarantors” means, collectively, the Parent and the Subsidiary Guarantors.



     “Guarantee Obligations” as to any Person (the “guarantor”) means any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other obligation of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including any obligation of the guarantor, direct or
indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of)
any security for the payment thereof, (b) to purchase or lease property, securities or services for
the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof,
(c) to maintain working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or
other obligation or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee
Obligation shall not include endorsements for collection or deposit in the ordinary course of
business. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary Indebtedness in respect of which such Guarantee
Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as determined by such
Person in good faith.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, friable asbestos or materials containing friable asbestos, polychlorinated biphenyls,
radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.



     “Hedge Agreement” means (i) any interest rate swap agreement, any interest rate cap
agreement, any interest rate collar agreement or other similar interest rate management agreement
or arrangement, (ii) any currency swap or option agreement, foreign exchange contract, forward
currency purchase agreement or similar currency management agreement or arrangement or (iii) any
Commodities Hedge Agreement.



     “Immaterial Subsidiary” means any Subsidiary of the Company other than a Material
Subsidiary.



     “Increased Costs” has the meaning provided in Section 3.01(a)(ii).



     “Increasing Revolving Lender” has the meaning provided in Section 2.17.



     “Incremental Facility Amount” means $150,000,000.



15









 





     “Indebtedness” of any Person means without duplication (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c) all obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (d) all obligations of such
Person in respect of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not
the Indebtedness secured thereby has been assumed, (f) all Guarantee Obligations of such Person
with respect to Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances, (j) the present value, determined on the basis of the implicit
interest rate, of all basic rental obligations under all Synthetic Leases of such Person, (k) all
obligations of such Person with respect to asset securitization financing, (l) all obligations of
such Person to pay a specified purchase price for goods or services whether or not delivered or
accepted, i.e., take-or-pay and similar obligations in excess of the aggregate for all such
obligations of $1,000,000, and (m) the full outstanding balance of trade receivables, notes or
other instruments sold with full recourse (and the portion thereof subject to potential recourse,
if sold with limited recourse, other than for breach of representations and/or warranties by the
seller or its Affiliate), other than in any such case any thereof sold solely for purposes of
collection of delinquent accounts. The Indebtedness of any Person shall include, without
duplication, the Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the extent the terms of
such Indebtedness provide that such Person is not liable therefor



     “Indemnitees” has the meaning provided in Section 11.02.



     “Insolvency Event” means, with respect to any Person, (i) the commencement of a
voluntary case or proceeding by such Person under the Bankruptcy Code or the seeking of relief by
such Person under any bankruptcy or insolvency or analogous law in any jurisdiction outside of the
United States (including, without limitation, the Bankruptcy and Insolvency Act (Canada), the
Companies’ Creditors Arrangement Act (Canada) or the Winding-Up and Restructuring Act (Canada)
(collectively, the “Canadian Insolvency Acts”); (ii) the commencement of an involuntary
case against such Person under the Bankruptcy Code or the Canadian Insolvency Acts and the petition
is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the
case; (iii) a custodian (as defined in the Bankruptcy Code) or a receiver, interim receiver,
trustee or monitor, or any similar person under any insolvency law is appointed for, or takes
charge of, all or substantially all of the property of such Person; (iv) such Person commences
(including by way of applying for or consenting to the appointment of, or the taking of possession
by, a rehabilitator, receiver, interim receiver, monitor, custodian, trustee, conservator or
liquidator (collectively, a “conservator”) of such Person or all or any substantial portion
of its property) any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency, liquidation, rehabilitation, conservatorship or similar
law of any jurisdiction whether now or hereafter in effect relating to such Person; (v) any such
proceeding of the type set forth in clause (iv) above is commenced against such Person to the
extent such proceeding is consented to by such Person or remains undismissed for a period of 60
days; (vi) such Person is adjudicated insolvent or bankrupt; (vii) any order of relief or other
order approving any such case or proceeding is entered; (viii) such Person suffers any appointment
of any conservator or the like for it or any substantial part of its property that continues
undischarged or unstayed for a period of 60 days; (ix) such Person makes a general assignment for
the benefit of creditors or generally does not pay its debts as such debts become due; or (x) any
corporate (or similar organizational) action is taken by such Person for the purpose of effecting
any of the foregoing.



     “Interest Expense” means, for any period, the gross interest expense of the Parent and
the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.



16









 





     “Interest Income” means, for any period, interest income of the Parent and the
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.



     “Interest Payment Date” has the meaning provided in Section 2.09(e).



     “Interest Period” means, with respect to each Fixed Rate Loan, a period of one, two,
three or six months as selected by the applicable Borrower; provided, however, that (i) the initial
Interest Period for any Borrowing of such Fixed Rate Loan shall commence on the date of such
Borrowing (the date of a Borrowing resulting from a Conversion or Continuation shall be the date of
such Conversion or Continuation) and each Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii) if
any Interest Period begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall end on the last
Business Day of such calendar month; (iii) if any Interest Period would otherwise expire on a day
that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day;
provided, however, that if any Interest Period would otherwise expire on a day that is not a
Business Day but is a day of the month after which no further Business Day occurs in such month,
such Interest Period shall expire on the next preceding Business Day; (iv) no Interest Period for
any Fixed Rate Loan may be selected that would end after the Credit Facility Termination Date; (v)
if, upon the expiration of any Interest Period, the applicable Borrower has failed to (but is
otherwise permitted to) elect a new Interest Period to be applicable to the respective Borrowing of
any Fixed Rate Loan, such Borrower shall be deemed to have elected to Continue such Borrowing as a
Fixed Rate Loan with the same Interest Period as the Fixed Rate Loan that is then expiring; and
(vi) if, upon the expiration of any Interest Period, the applicable Borrower is not permitted to
elect a new Interest Period to be applicable to the respective Borrowing of any Fixed Rate Loan
(other than a Foreign Currency Loan), such Borrower shall be deemed to have elected to Convert
such Borrowing to a Base Rate Loan, or in the case of any Foreign Currency Loan, effective as of
the expiration date of such current Interest Period, such Borrower shall be required to repay the
same in full.



     “Joinder Agreement” has the meaning provided in Section 5.02(i).



     “Judgment Amount” has the meaning provided in Section 11.23.



     “LC Documents” means, with respect to any Letter of Credit, any documents executed in
connection with such Letter of Credit, including the Letter of Credit itself.



     “LC Fee” means any of the fees payable pursuant to Section 2.11(c) in respect of
Letters of Credit.



     “LC Issuance” means any Revolving Facility LC Issuance.



     “LC Issuer” means with respect to any Revolving Facility Letter of Credit, National
City Bank or any of its Affiliates, The Huntington National Bank, or such other Lender that is
requested by the Company and agrees to be an LC Issuer hereunder and is approved by the Global
Agent, which approval shall not be unreasonably withheld or delayed.



     “LC Obligor” means with respect to any Revolving Facility Letter of Credit, the
Company, any other Revolving Facility Borrower or any Subsidiary.



     “Leaseholds” of any Person means all the right, title and interest of such Person as
lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.



     “Lender” and “Lenders” have the meaning provided in the first paragraph of
this Agreement and includes any other Person that becomes a party hereto pursuant to an Assignment
and Assumption, other



17









 




than any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swing
Line Lender.




     “Lender Default” means (i) the refusal (which has not been retracted) of a Lender in
violation of the requirements of this Agreement to make available its portion of any Borrowing or
to fund its portion of any Revolving Facility LC Participation or Swing Loan Participation, as the
case may be, unless the same is the subject of a good faith dispute, or (ii) a Lender having
notified the Global Agent that it does not intend to comply with its obligations under Article II,
in the case of (ii) as a result of the appointment of a receiver or conservator with respect to
such Lender at the direction or request of any regulatory agency or authority.



     “Lender Register” has the meaning provided in Section 2.08(b).



     “Letter of Credit” means any Revolving Facility Letter of Credit.



     “Leverage Ratio” means for the Parent and the Subsidiaries on a consolidated basis at
any date, the ratio of (i) Adjusted Total Debt to (ii) Consolidated EBITDAR for the Testing Period
then ended.



     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.



     “Loan” means any Revolving Loan, Canadian Revolving Loan or Swing Loan.



     “Loan Documents” means this Agreement, the Notes, the Parent Guaranty, the Domestic
Credit Party Guaranty, the Foreign Subsidiary Guaranty, the Global Agent Fee Letter, the Closing
Fee Letter, any Joinder Agreement and any LC Document.



     “Loss” has the meaning provided in Section 11.23.



     “Mandatory Costs” means those costs calculated in accordance with Schedule 4.



     “Margin Stock” has the meaning provided in Regulation U.



     “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
results of operations or financial condition of the Parent and the Subsidiaries taken as a whole,
(b) the ability of the Parent or the Borrower to perform any of its obligations under this
Agreement or any other Loan Document or (c) the rights of or benefits available to the Lenders
under this Agreement or any Loan Document.



     “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedge Agreements, of any one or more of the
Parent, the Borrower and the Subsidiaries in an aggregate principal amount exceeding $25,000,000
(or the Dollar Equivalent thereof). For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Parent, the Borrower or any Subsidiary in respect of
any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Parent, the Borrower or such Subsidiary would be required to pay if such Hedge
Agreement were terminated at such time.



18









 





     “Material Subsidiary” means (a) the Borrower, (b) any Subsidiary owning an Equity
Interest in a Material Subsidiary and (c) any other Subsidiary (i) the consolidated revenues of
which for the most recent fiscal year of the Parent for which audited financial statements have
been delivered pursuant to Section 6.01 were greater than 10% of the Parent’s consolidated revenues
for such fiscal year or (ii) the consolidated tangible assets of which as of the end of such fiscal
year were greater than 10% of the Parent’s consolidated tangible assets as of such date or (iii)
the EBITDAR of which as of the end of such fiscal year was greater than 10% of Consolidated EBITDAR
for such fiscal year.



     “Maximum Credit Facility Amount” means the Dollar Equivalent of $450,000,000, 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 $225,000,000, as such
amount may be reduced pursuant to Section 2.12.



     “Maximum Rate” has the meaning provided in Section 11.22.



     “Minimum Borrowing Amount” means (i) with respect to any US Base Rate Loan, $5,000,000
(or the Dollar Equivalent thereof in any Designated Foreign Currency), with minimum increments
thereafter of $1,000,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency),
(ii) with respect to any Eurodollar Loan or Foreign Currency Loan, $5,000,000 (or the Dollar
Equivalent thereof in any Designated Foreign Currency), with minimum increments thereafter of
$1,000,000 (or the Dollar Equivalent thereof in any Designated Foreign Currency), (iii) with
respect to any Canadian Prime Rate Loan, C$5,000,000, with minimum increments thereafter of
C$1,000,000, (iv) with respect to any BA Equivalent Loan C$5,000,000, with minimum increments
thereafter of C$1,000,000, and (v) with respect to Swing Loans, $500,000 (or the Dollar Equivalent
thereof in any Designated Foreign Currency), with minimum increments thereafter of $500,000 (or the
Dollar Equivalent thereof in any Designated Foreign Currency).



     “Minimum Rent” means total store rent expense less contingent store rent.



     “Moody’s” means Moody’s Investors Service, Inc. and its successors.



     “Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA, to which the Parent, the Company or any ERISA Affiliate is making or accruing an obligation
to make contributions or has within any of the preceding three plan years made or accrued an
obligation to make contributions.



     “Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer
Plan, to which the Parent, the Company or any ERISA Affiliate, and one or more employers other than
the Parent, the Company or an ERISA Affiliate, is making or accruing an obligation to make
contributions or, in the event that any such plan has been terminated, to which the Parent, the
Company or an ERISA Affiliate made or accrued an obligation to make contributions during any of the
five plan years preceding the date of termination of such plan.



     “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Net Interest Expense” means the greater of (a) zero and (b) Interest Expense less
Interest Income.



     “Non-Canadian Lender” means any Lender that does not have a Canadian Commitment
(either directly or by its Canadian Lending Installation).



19









 






     “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 in connection with
employee plans or other equity compensation arrangements.



     “Non-Defaulting Lender” means each Lender other than a Defaulting Lender.



     “Non-Increasing Revolving Lender” has the meaning provided in Section 2.17.



     “Non-refundable Portion of Swiss Withholding Tax” has the meaning provided in
paragraph (iii) of Section 2.09(h).



     “Note” means a Revolving Facility Note or the Swing Line Note, as applicable.



     “Notice of Borrowing” has the meaning provided in Section 2.06(b).



     “Notice of Continuation or Conversion” has the meaning provided in Section 2.10(c).



     “Notice of Swing Line Refunding” has the meaning provided in Section 2.04(b).



     “Notice Office” means the office of the Global Agent at 629 Euclid Avenue, Locator
01-3028, Cleveland, Ohio 44114, Attention: Agent Services (facsimile: (216) 222-0103), or such
other office as the Global Agent may designate in writing to the Company from time to time.



     “Notifiable Party” has the meaning provided in Section 2.05(h)(i).



     “Obligations” means all amounts, indemnities and reimbursement obligations, direct or
indirect, contingent or absolute, of every type or description, and at any time existing, owing by
the Borrowers or any other Credit Party to the Global Agent, any Lender, the Swing Line Lender or
any LC Issuer pursuant to the terms of this Agreement or any other Loan Document (including, but
not limited to, interest and fees that accrue after the commencement by or against any Credit Party
of any insolvency proceeding, regardless of whether allowed or allowable in such proceeding or
subject to an automatic stay under Section 362(a) of the Bankruptcy Code).



     “Operating Lease” as applied to any Person means any lease of any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is not accounted
for as a Capital Lease on the balance sheet of that Person.



     “Organizational Documents” means, with respect to any Person (other than an
individual), such Person’s Articles (Certificate) of Incorporation, or equivalent formation
documents, and Regulations (Bylaws), or equivalent governing documents, and any amendments to any
of the foregoing.



     “Original Due Date” has the meaning provided in Section 11.23.



     “Other Taxes” has the meaning provided in Section 11.01.



     “Parent” has the meaning provided in the first paragraph of this Agreement.



     “Participant” has the meaning provided in Section 11.05(b).



     “Payment Office” means, with respect to all matters other than those relating to the
making and repayment of Canadian Revolving Loans or other Canadian Obligations, the office of the
Global Agent at 629 Euclid Avenue, Locator 01-3028, Cleveland, Ohio 44114, Attention: Agent
Services (facsimile: (216)



20









 




222-0103), or such other office(s), as the Global Agent may designate to the Company in
writing from time to time.




     “Payment Sharing Percentage” means, with respect to any Lender or Canadian Lender at
any time (i) with respect to any payment relating to the Revolving Facility, (A) if there is no
Aggregate Canadian Sub-Facility Exposure, such Lender’s Fixed Commitment Percentage or (B) if there
is any Aggregate Canadian Sub-Facility Exposure, the percentage obtained by dividing such Lender’s
Revolving Facility Exposure immediately prior to such payment by the Aggregate Revolving Facility
Exposure immediately prior to such payment, and (ii) with respect to any payment relating to the
Canadian Sub-Facility, such Canadian Lender’s Canadian Commitment Percentage in effect at such
time.



     “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to
Section 4002 of ERISA, or any successor thereto.



     “Permitted Acquisition” means any Acquisition as to which all of the following
conditions are satisfied:




     (i) such Acquisition involves a line or lines of business that is or are complementary
to the lines of business in which the Parent and its Subsidiaries, considered as an
entirety, are engaged on the Closing Date;




     (ii) no Default or Event of Default is continuing at the time of or immediately after
giving effect to such Acquisition; and




     (iii) the Parent and its Subsidiaries would, after giving effect to such Acquisition,
be in Pro Forma Compliance with the financial covenants contained in Section 7.07.



     “Permitted Investments” means:




     (a) direct obligations of the United States Treasury;




     (b) debt securities of United States Federal agencies and United States government
sponsored enterprises which carry the explicit or implied guarantee of the United States
Government, including the Government National Mortgage Association, the Federal Home Loan
Bank, the Federal Farm Credit Bank, the Federal National Mortgage Association, and the
Student Loan Marketing Association;




     (c) certificates of deposit and banker’s acceptances of domestic or foreign banking
institutions with total assets in excess of US$1,000,000,000 and which are rated S&P and
Moody’s A-1/P-1 or the equivalent;




     (d) corporate debt instruments (including Rule 144A debt securities) which are
denominated and payable in U.S. dollars and are issued by companies which carry a rating of
A1/A+ or better, or in the case of commercial paper are rated A2/P2 or better;




     (e) asset-backed securities of auto and credit card receivables issuers carrying an S&P
rating of AAA or better;




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



21









 






     (g) short-term tax exempt debt obligations of Governmental Authorities consisting of
municipal notes, commercial paper, auction rate notes and floating rate notes rated A1/P1 by
S&P and Moody’s, municipal notes rated SP1/MIG-1 or better and bonds rated AA or better;




     (h) repurchase agreements with major banks and dealers that are recognized as primary
dealers by the Federal Reserve Bank of New York and which are collateralized by United
States Treasury or agencies securities valued at 102% of the purchase price;




     (i) United States money market funds that comply with the requirements of Rule 2a-7
under the Investment Company Act of 1940 and are rated as least AA/Aa by S&P and Moody’s;
and




     (j) in the case of any Foreign Subsidiary, obligations and securities of any foreign
Governmental Authority or financial institution meeting substantially similar criteria.



     “Permitted Lien” means:




     (a) Liens imposed by law for taxes that are not yet due or are being contested in
compliance with Section 6.04;




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like
Liens imposed by law, arising in the ordinary course of business and securing obligations
that are not overdue by more than 30 days or are being contested in compliance with Section
6.04;




     (c) pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance and other social security laws or regulations;




     (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like
nature, in each case in the ordinary course of business;




     (e) easements, servitudes, zoning restrictions, rights-of-way and similar encumbrances
on real property imposed by law or arising in the ordinary course of business that do not
secure any monetary obligations and do not materially detract from the value of the affected
property or interfere with the ordinary conduct of business of the Borrower or any
Subsidiary;




     (f) interests of a lessor or lessee arising under a lease;




     (g) Liens resulting from judgments provided such judgments in the aggregate do not
constitute an Event of Default under clause (k) of Section 8.01; and




     (h) Liens on assets of Foreign Subsidiaries arising by operation of law (or created as
a matter of mandatory law) or pursuant to customary business practice and that do not
materially affect the value of such assets;


provided that the term “Permitted Lien” shall not include any Lien securing Indebtedness.




     “Person” means any natural person, corporation, limited liability company, unlimited
liability company, trust, joint venture, association, company, partnership, Governmental Authority
or other entity.



     “Plan” means any single-employer plan, as defined in Section 4001 of ERISA, that is
maintained or contributed to by (or to which there is an obligation to contribute by) the Parent or
a Subsidiary of the




22












 




Parent or an ERISA Affiliate, and each such plan for the five-year period immediately
following the latest date on which the Parent, or a Subsidiary of the Parent or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan. For the avoidance of
doubt, “Plan” does not include any employee benefit plan provided exclusively in respect of
employment in any country other than the United States.




     “primary Indebtedness” has the meaning provided in the definition of “Guarantee
Obligations.”



     “primary obligor” has the meaning provided in the definition of “Guarantee
Obligations.”



     “Pro Forma Basis” means, with respect to compliance with any test or covenant
hereunder, in connection with or after the occurrence of any Acquisition, compliance with such
covenant or test after giving effect to such Acquisition (including pro forma adjustments arising
out of events that are directly attributable to such proposed Acquisition, are factually
supportable and are expected to have a continuing impact, using, for purposes of determining such
compliance, the historical financial statements of all entities or assets so acquired or to be
acquired, and the consolidated financial statements of the Parent and its Subsidiaries that shall
be reformulated as if such Acquisition, and any other Acquisitions that have been consummated
during the relevant period, and the incurrence, assumption and/or repayment of any Indebtedness or
other liabilities incurred in connection with any such Acquisitions or otherwise during the
relevant period had been consummated, incurred or repaid, respectively, at the beginning of such
period and assuming that any such Indebtedness bears interest during any portion of the applicable
measurement period prior to the relevant Acquisition at the interest rates applicable to
outstanding Loans during such period.



     “Pro Forma Compliance” means, at any date of determination, that the Parent and its
Subsidiaries would have been in compliance with the covenants set forth in Section 7.07 as of the
last day of the most recently ended Testing Period (had the cash dividend or share repurchase being
tested been made on the last day of such Testing Period, or, in the case of any Acquisition, on the
first day of such Testing Period, and in each case computed on the basis of (a) balance sheet
amounts as of the most recently completed fiscal quarter, and (b) income statement amounts for the
most recently completed Testing Period, in each case, for which financial statements have been
delivered to the Global Agent and, in the case of an Acquisition, calculated on a Pro Forma Basis).



     “Prohibited Transaction” means a transaction with respect to a Plan that is prohibited
under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the
Code or Section 408 of ERISA.



     “Purchase Date” has the meaning provided in Section 2.04(c).



     “Qualifying Certificate” has the meaning provided in Section 3.03(b).



     “Qualifying Lender” means a Lender that is either (a) treated as a resident of a
jurisdiction that has a double taxation agreement with the jurisdiction of the relevant Borrower,
which double taxation agreement provides for full exemption for such Lender from any tax imposed by
the jurisdiction of the relevant Borrower on interest or (b) fully exempt from the withholding of
tax on interest under a relevant tax law in the jurisdiction of the relevant Borrower.



     “Qualifying Participation” means a participation that is entered into on terms that
the relevant taxation authorities of Switzerland have confirmed will not result in any party to
such participation being treated as a Swiss Non-Qualifying Lender.



23









 





     “Quoted Rate” means, with respect to any Swing Loan, the interest rate quoted to the
Company by the Swing Line Lender and agreed to by the Company as being the interest rate applicable
to such Swing Loan.



     “RCRA” means the Resource Conservation and Recovery Act, as the same may be amended
from time to time, 42 U.S.C. § 6901 et seq.



     “Real Property” of any Person shall mean all of the right, title and interest of such
Person in and to land, improvements and fixtures, including Leaseholds.



     “Reference Banks” means (i) National City Bank and (ii) JP Morgan Bank N.A. or, if any
of the foregoing cease to be a Lender under this Agreement, any other Lender selected by the Global
Agent.



     “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor to all or a portion thereof establishing
reserve requirements.



     “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor to all or a portion thereof establishing
margin requirements.



     “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and of such Person’s Affiliates, other than, in the case of any Lender or any of its Affiliates,
any of the shareholders of the ultimate parent company of such Lender or such Lender’s Affiliates.



     “Relevant Amount” has the meaning provided in Section 2.09(h)(ii).



     “Reportable Event” means an event described in Section 4043 of ERISA or the
regulations thereunder with respect to a Plan, other than those events as to which the notice
requirement is waived under subsections .22, .23, .25, .27, .28, .29, .30, .31, .32, .34, .35, .62,
        .63, .64, .65 or .67 of PBGC Regulation Section 4043.



     “Required Lenders” means (i) at any time prior to the termination of the Commitments
(whether pursuant to Section 8.02(a) or otherwise), Non-Defaulting Lenders whose Facility
Commitments constitute at least 51% of the Total Facility Commitment, and (ii) at any time
thereafter, Non-Defaulting Lenders whose Credit Facility Exposure constitutes at least 51% of the
Aggregate Credit Facility Exposure.



     “Restricted Payment” means (a) any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interest of the Parent, the Company or any
Subsidiary, or (b) any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of (i) the purchase, redemption, retirement,
acquisition, cancellation or termination of any Equity Interest of the Parent, the Company or any
Subsidiary or (ii) any option, warrant or other right to acquire any such Equity Interest of the
Parent, the Company or any Subsidiary.



     “Revolving Borrowing” means the incurrence of Revolving Loans consisting of one Type
of Revolving Loan, by a Revolving Facility Borrower from the Lenders on a given date (or resulting
from Conversions or Continuations on a given date) in the same currency, having in the case of any
Fixed Rate Loans the same Interest Period.



     “Revolving Facility” means the credit facility established under Section 2.02 pursuant
to the Facility Commitment of each Lender.



     “Revolving Facility Borrower” means the Company or any Foreign Revolving Facility
Borrower.



24









 





     “Revolving Facility Exposure” means, for any Lender at any time, the Dollar Equivalent
of the sum of (i) the principal amount of Revolving Loans made by such Lender and outstanding at
such time, (ii) such Lender’s share of the Revolving Facility LC Outstandings at such time, and
(iii) in the case of the Swing Line Lender, the principal amount of Swing Loans made by it and
outstanding at such time.



     “Revolving Facility LC Commitment Amount” means $450,000,000 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.



     “Revolving Facility LC Issuance” means the issuance of any Revolving Facility Letter
of Credit by any LC Issuer for the account of an LC Obligor in accordance with the terms of this
Agreement, and shall include any amendment thereto that increases the Stated Amount thereof or
extends the expiry date of such Revolving Facility Letter of Credit.



     “Revolving Facility LC Outstandings” means, at any time, the sum, without duplication,
of (i) the Dollar Equivalent of the aggregate Stated Amount of all outstanding Revolving Facility
Letters of Credit and (ii) the Dollar Equivalent of the aggregate amount of all Unpaid Drawings
with respect to Revolving Facility Letters of Credit.



     “Revolving Facility LC Participant” has the meaning provided in Section 2.05(i)(i).



     “Revolving Facility LC Participation” has the meaning provided in Section 2.05(i)(i).



     “Revolving Facility LC Request” has the meaning provided in Section 2.05(b).



     “Revolving Facility Letter of Credit” means (i) any Existing Letter of Credit or (ii)
any Standby Letter of Credit or Trade Letter of Credit, in each case issued by any LC Issuer under
this Agreement pursuant to Section 2.05 for the account of any LC Obligor.



     “Revolving Facility Note” means a promissory note substantially in the form of
Exhibit A-1 hereto.



     “Revolving Loan” means, with respect to each Lender, any Loan made by such Lender
pursuant to Section 2.02.



     “Sale and Lease-Back Transaction” means any arrangement with any Person providing for
the leasing by the Parent or any of its Subsidiaries of any property (except for temporary leases
for a term, including any renewal thereof, of not more than one year and except for leases between
the Parent and a Subsidiary or between Subsidiaries), which property has been or is to be sold or
transferred by the Parent or such Subsidiary to such Person, and shall in all events exclude any
FAS 13/98 Transaction.



     “S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and its
successors.



     “Schedule I Canadian Lender” means any bank named on Schedule I to the Bank Act
(Canada).



     “Schedule I Reference Canadian Lenders” means Canadian Imperial Bank of Commerce and
Bank of Montreal.



     “Schedule 5 Foreign Subsidiaries” means those Foreign Subsidiaries of the Company set
forth on Schedule 5 hereto.



25









 





     “SEC” means the United States Securities and Exchange Commission.



     “SEC Regulation D” means Regulation D as promulgated under the Securities Act of 1933,
as amended, as the same may be in effect from time to time.



     “Standby Letter of Credit” means each irrevocable letter of credit issued by any LC
Issuer relating to obligations (including performance obligations) of the Company, any Subsidiary
or any Credit Party incurred pursuant to contracts to which the Company, any Subsidiary or any
Credit Party is or proposes to become a party in the ordinary course of business.



     “Stated Amount” of each Letter of Credit shall mean the maximum amount available to be
drawn thereunder (regardless of whether any conditions or other requirements for drawing could then
be met).



     “Subsidiary” of any Person shall mean and include (i) any corporation more than 50% of
whose Equity Interests of any class or classes having by the terms thereof ordinary voting power to
elect a majority of the directors of such corporation (irrespective of whether or not at the time
stock of any class or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time owned by such Person directly or indirectly
through Subsidiaries, and (ii) any partnership, limited liability company, association, joint
venture or other entity in which such Person directly or indirectly through Subsidiaries, has more
than a 50% equity interest at the time or in which the Parent, the Company or one or more other
Subsidiaries of the Parent, directly or indirectly, has the power to direct the policies,
management and affairs thereof. Unless otherwise expressly provided, all references herein to
“Subsidiary” shall mean a Subsidiary of the Parent or the Company, as applicable.



     “Subsidiary Guarantor” means any Subsidiary of the Parent that is or hereafter becomes
a party to the Domestic Credit Party Guaranty. Schedule 2 hereto lists each Subsidiary
Guarantor as of the Closing Date.



     “Swing Line Commitment” means $40,000,000.



     “Swing Line Facility” means the credit facility established under Section 2.04
pursuant to the Swing Line Commitment of the Swing Line Lender.



     “Swing Line Lender” means National City Bank.



     “Swing Line Note” means a promissory note substantially in the form of Exhibit
A-2 hereto.



     “Swing Line Participation Amount” has the meaning provided in Section 2.04(c).



     “Swing Loan” means any loan made by the Swing Line Lender under the Swing Line
Facility pursuant to Section 2.04.



     “Swing Loan Maturity Date” means, with respect to any Swing Loan, the earlier of (i)
the last Business Day of each month and (ii) the Credit Facility Termination Date.



     “Swing Loan Participation” has the meaning provided in Section 2.04(c).



     “Swiss Borrower” means Abercrombie & Fitch Europe SA, a company incorporated under the
laws of Switzerland.



     “Swiss Guarantor” means a Foreign Subsidiary Guarantor incorporated, or for tax
purposes resident in, Switzerland.



26









 





     “Swiss Non-Qualifying Lender” means a financial institution that does not qualify as a
Swiss Qualifying Lender.



     “Swiss Obligor” means the Swiss Borrower or a Swiss Guarantor.



     “Swiss Qualifying Lender” means a financial institution that (i) qualifies as a bank
pursuant to the banking laws in force in its country of incorporation, (ii) carries on a true
banking activity in such jurisdiction as its main purpose, and (iii) has personnel, premises,
communication devices and decision-making authority of its own, all as per the explanatory notes of
the Swiss Federal Tax Administration No. S-02-123(9.86) and S-02.128(1.2000) or legislation or
explanatory notes addressing the same issues which are in force at such time.



     “Swiss Withholding Tax” means any withholding tax in accordance with the Swiss Federal
Statute on Anticipatory Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer).



     “Synthetic Lease” means any lease (i) that is accounted for by the lessee as an
Operating Lease, and (ii) under which the lessee is intended to be the “owner” of the leased
property for income tax purposes.



     “Taxes” has the meaning provided in Section 3.03(a).



     “Ten Non-Bank Regulations” means, at any time, the regulations pursuant to the
explanatory notes of the Swiss Federal Tax Administration No. S-02.128(1.2000), S-02.122.2(4.1999)
and S-02.122.1(4.1999) or legislation or explanatory notes addressing the same issues which are in
force at such time.



     “Twenty Non-Bank Regulations” means the regulations pursuant to the explanatory note
S-02.122.1(4.99) of the Swiss Federal Tax Administration (or legislation or explanatory notes
addressing the same issues which are in force at such time) pursuant to which the aggregate number
of persons and legal entities, that are Swiss Non-Qualifying Lenders and to which the Swiss
Borrower directly or indirectly, including but not limited to a participation which is not a
Qualifying Participation or other participations under any other agreement, owes interest-bearing
borrowed money under all interest-bearing instruments including, inter alia, this Credit Agreement,
taken together (other than short term borrowings and bond issues which are subject to Swiss
Withholding Tax), shall not exceed twenty at any time in order to not trigger Swiss Withholding
Tax.



     “Testing Period” means a single period consisting of the four consecutive fiscal
quarters of the Parent then last ended (whether or not such quarters are all within the same fiscal
year), except that if a particular provision of this Agreement indicates that a Testing Period
shall be of a different specified duration, such Testing Period shall consist of the particular
fiscal quarter or quarters then last ended that are so indicated in such provision.



     “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 Closing
Date, the Total Canadian Commitment is $25,000,000.



     “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 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, (i) in the form of any letter of



27









 







credit or bank guarantee supporting rental obligations of the Parent, the Company or any
Subsidiary or (ii) in connection with any FAS 13/98 Transactions)).



     “Total Facility Commitment” means the sum of the Facility Commitments of the Lenders
as the same may be decreased pursuant to Section 2.12 or increased pursuant to Section 2.17. As of
the Closing Date, the amount of the Total Facility Commitment is $450,000,000.



     “Trade Letter of Credit” means each commercial documentary letter of credit issued by
an LC Issuer for the purchase of goods in the ordinary course of business.



     “Transactions” has the meaning provided in Section 4.02.



     “Type” means any type of Loan determined with respect to the interest option and
currency denomination applicable thereto, which (x) in the case of the Revolving Facility, shall be
a US Base Rate Loan, a Eurodollar Loan or a Foreign Currency Loan, and (y) in the case of the
Canadian Sub-Facility, shall be a Canadian Prime Rate Loan or a BA Equivalent Loan.



     “UCC” means the Uniform Commercial Code as in effect from time to time. Unless
otherwise specified, the UCC shall refer to the UCC as in effect in the State of Ohio.



     “Unfunded Current Liability” of any Plan means the amount, if any, by which the
actuarial present value of the accumulated plan benefits under the Plan as of the close of its most
recent plan year exceeds the fair market value of the assets allocable thereto, each determined in
accordance with Statement of Financial Accounting Standards No. 87, based upon the actuarial
assumptions used by the Plan’s actuary in the most recent annual valuation of the Plan.



     “United States” and “U.S.” each means United States of America.



     “Unpaid Drawing” means, with respect to any Letter of Credit, the aggregate Dollar or
Dollar Equivalent amount, as applicable, of the draws made on such Letter of Credit that have not
been reimbursed by the Company or the applicable LC Obligor or, in the case of any Revolving
Facility Letter of Credit, converted to a Revolving Loan pursuant to Section 2.05(h)(i), and all
interest that accrues thereon pursuant to this Agreement.



     “Unutilized Commitment” means, for any Lender at any time, the excess of (i) such
Lender’s Facility Commitment at such time over (ii) such Lender’s Credit Facility Exposure at such
time.



     “Unutilized Revolving Commitment” means, for any Lender at any time, the excess of
(i) such Lender’s Facility Commitment at such time over (ii) such Lender’s Revolving Facility
Exposure at such time.



     “Unutilized Total Commitment” means, at any time, the excess of (i) the Maximum Credit
Facility Amount at such time over (ii) the Aggregate Credit Facility Exposure at such time.



     “Unutilized Total Revolving Commitment” means, at any time, the excess of (i) the
Total Facility Commitment at such time over (ii) the Aggregate Revolving Facility Exposure at such
time.



     “US Base Rate Loan” means each Revolving Loan bearing interest at a rate based upon
the Base Rate in effect from time to time.



     “USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act).



28









 





     “Utilization Fees” has the meaning provided in Section 2.11(b).



     “Withholding Certificate” has the meaning provided in Section 3.03(b).



     Section 1.02 Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and
including,” the words “to” and “until” each means “to but excluding” and the word “through” means
“through and including.”



     Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise, (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, restated, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (c) the
words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and
Schedules and Exhibits to, this Agreement, (e) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all Real Property, tangible and
intangible assets and properties, including cash, securities, accounts and contract rights, and
interests in any of the foregoing, and (f) any reference to a statute, rule or regulation is to
that statute, rule or regulation as now enacted or as the same may from time to time be amended,
re-enacted or expressly replaced.



     Section 1.04 Accounting Terms; GAAP. Except as otherwise specifically provided
herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time, provided that if the Company notifies the Global Agent and the
Lenders that the Company requests any amendment to any provision hereof to eliminate the effect of
any change occurring after the Closing Date in GAAP or in the application thereof or on the
operation of such provision (or if the Global Agent notifies the Company that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect immediately before the relevant change in
GAAP became effective, until either such notice is withdrawn or such provision is amended in a
manner satisfactory to the Company, the Global Agent and the Required Lenders.



     Section 1.05 Currency Equivalents. Except as otherwise specified herein, all
references herein or in any other Loan Document to a dollar amount shall mean such amount in U.S.
Dollars or, if the context so requires, the Dollar Equivalent of such amount in any Designated
Foreign Currency or Canadian Dollars, as applicable. The Dollar Equivalent of any amount shall be
determined in accordance with the definition of “Dollar Equivalent”; provided, however, that (a)
notwithstanding the foregoing or anything elsewhere in this Agreement to the contrary, in
calculating the Dollar Equivalent of any amount for purposes of determining (i) any Borrower’s
obligation to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.14(b), or
(ii) any Borrower’s ability to request additional Loans or Letters of Credit pursuant to the
Commitments, the Global Agent may, in its reasonable discretion, calculate the Dollar Equivalent of
such amount on any Business Day selected by the Global Agent, (b) in determining whether or not the
Parent and its Subsidiaries have exceeded any basket limitation set forth in ARTICLE VII, the
Parent and its Subsidiaries shall not be deemed to have exceeded any such basket limitation to the
extent that, and only to the extent that, any such basket limitation was exceeded solely as a
result of



29









 







fluctuations in the exchange rate applicable to any Designated Foreign Currency or Canadian
Dollars, as applicable.



ARTICLE II




THE TERMS OF THE CREDIT FACILITY




     Section 2.01 Establishment of the Credit Facility. On the Closing Date, and subject
to and upon the terms and conditions set forth in this Agreement and the other Loan Documents, the
Global Agent, the Lenders, the Swing Line Lender and each LC Issuer agree to establish the Credit
Facility for the benefit of the Borrowers pursuant to which (a) the Lenders shall make Revolving
Loans to each Revolving Facility Borrower, and shall participate in Revolving Facility LC
Issuances, under the Revolving Facility pursuant to the Facility Commitment of each such Lender,
(b) the Canadian Lenders shall make Canadian Revolving Loans to the Canadian Borrower pursuant to
the Canadian Commitment, and (c) the Swing Line Lender shall make Swing Loans to the Company under
the Swing Line Facility pursuant to the Swing Line Commitment; provided, however that at no time
will (i) the Aggregate Credit Facility Exposure exceed the Maximum Credit Facility Amount, or (ii)
the Credit Facility Exposure of any Lender exceed such Lender’s Facility Commitment. All such
Loans shall be made, and such Letters of Credit shall be issued, as set forth in this Article II.



     Section 2.02 Revolving Facility. During the Availability Period, each Lender
severally agrees, on the terms and conditions set forth in this Agreement, to make a Revolving Loan
or Revolving Loans to each Revolving Facility Borrower from time to time pursuant to such Lender’s
Facility Commitment, which Revolving Loans: (i) may, except as set forth herein, at the option of
each Revolving Facility Borrower, be incurred and maintained as, or Converted into, Revolving Loans
that are US Base Rate Loans, Eurodollar Loans or Foreign Currency Loans, in each case denominated
in Dollars or a Designated Foreign Currency, provided that all Revolving Loans made as part of the
same Revolving Borrowing shall, unless otherwise specifically provided herein, be made to the same
Revolving Facility Borrower and consist of Revolving Loans of the same Type; (ii) may be repaid or
prepaid and re-borrowed in accordance with the provisions hereof; and (iii) shall not be made if,
after giving effect to any such Revolving Loan, (A) the Revolving Facility Exposure of any Lender
would exceed such Lender’s Facility Commitment, (B) the Aggregate Revolving Facility Exposure would
exceed the Total Facility Commitment, (C) the Aggregate Revolving Facility Exposure at such time
that is denominated in any Designated Foreign Currency would exceed the Maximum Foreign Exposure
Amount or the Aggregate Canadian Sub-Facility Exposure would exceed the Total Canadian Commitment,
(D) the Foreign Subsidiary Borrower Exposure would exceed the Maximum Foreign Exposure Amount, (E)
the Aggregate Credit Facility Exposure would exceed the Maximum Credit Facility Amount, or (F) any
Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to
Section 2.12(b). The Revolving Loans to be made by each Lender will be made by such Lender in the
Funding Amount applicable to such Lender at the time of the making of such Revolving Loan on a pro
rata basis based upon such Lender’s Funding Percentage of the Revolving Borrowing at the time of
such Revolving Borrowing, in each case in accordance with Section 2.07 hereof.



     Section 2.03 Canadian Sub-Facility. At any time after the Canadian Borrower has
become a Foreign Subsidiary Borrower under this Agreement in accordance with Section 2.16 and
thereafter during the remaining Availability Period, each Canadian Lender severally agrees, on the
terms and conditions set forth in this Agreement, to make a Canadian Revolving Loan or Canadian
Revolving Loans to the Canadian Borrower from time to time pursuant to such Canadian Lender’s
Canadian Commitment, which Canadian Revolving Loans: (i) may, except as set forth herein, at the
option of the Canadian Borrower, be incurred and maintained as, or Converted into, Canadian
Revolving Loans that are Canadian Prime Rate Loans or BA Equivalent Loans, in each case denominated
in Canadian Dollars, provided that all Canadian Revolving Loans made as part of the same Canadian
Borrowing shall, unless otherwise specifically



30









 







provided herein, consist of Canadian Revolving Loans of the same Type; (ii) may be repaid or
prepaid and re-borrowed in accordance with the provisions hereof; and (iii) shall not be made if,
after giving effect to any such Canadian Revolving Loan, (A) the Canadian Sub-Facility Exposure of
any Canadian Lender would exceed such Canadian Lender’s Canadian Commitment, (B) the Aggregate
Canadian Sub-Facility Exposure would exceed the Total Canadian Commitment, (C) the Aggregate Credit
Facility Exposure would exceed the Maximum Credit Facility Amount or (D) any Borrower would be
required to prepay Loans or cash collateralize Letters of Credit pursuant to Section 2.13(b). The
Canadian Revolving Loans to be made by each Canadian Lender will be made on a pro rata basis based
upon each Canadian Lender’s Canadian Commitment Percentage of each Canadian Borrowing, in each case
in accordance with Section 2.07.



     Section 2.04 Swing Line Facility.



     (a) Swing Loans. During the Availability Period, the Swing Line Lender agrees, on the
terms and conditions set forth in this Agreement, to make a Swing Loan or Swing Loans to the
Company from time to time, which Swing Loans (i) shall be made only in Dollars; (ii) shall be
payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (iii) may be repaid or
prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after
giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed
the Swing Line Commitment, (B) the Aggregate Revolving Facility Exposure would not exceed the Total
Facility Commitment, (C) the Aggregate Credit Facility Exposure would not exceed the Maximum Credit
Facility Amount, (D) the Aggregate Revolving Facility Exposure at such time that is denominated in
any Designated Foreign Currency would not exceed the Maximum Foreign Exposure Amount and the
Aggregate Canadian Sub-Facility Exposure would not exceed the Total Canadian Commitment, or (E) the
Foreign Subsidiary Borrower Exposure would not exceed the Maximum Foreign Exposure Amount; and
(vi) shall not be made if, after giving effect thereto, any Borrower would be required to prepay
Loans or cash collateralize Letters of Credit pursuant to Section 2.12(b) hereof.



     (b) Swing Loan Refunding. Upon the occurrence of any Event of Default, the Swing Line
Lender may, in its sole and absolute discretion, direct that the Swing Loans owing to it be
refunded by delivering a notice to such effect to the Global Agent, specifying the aggregate
principal amount thereof (a “Notice of Swing Line Refunding”). Promptly upon receipt of a
Notice of Swing Line Refunding, the Global Agent shall give notice of the contents thereof to the
Lenders with Facility Commitments and, unless an Event of Default specified in Section 8.01(g) in
respect of the Company has occurred, the Company. Each such Notice of Swing Line Refunding shall
be deemed to constitute delivery by the Company of a Notice of Borrowing requesting Revolving Loans
consisting of US Base Rate Loans in the amount of the Swing Loans to which it relates. Each Lender
with a Facility Commitment (including the Swing Line Lender) hereby unconditionally agrees
(notwithstanding that any of the conditions specified in Section 5.03 or elsewhere in this
Agreement shall not have been satisfied, but subject to the provisions of paragraph (d) below) to
make a Revolving Loan to the Company in the Funding Amount applicable to such Lender based on such
Lender’s Funding Percentage of the aggregate amount of the Swing Loans to which such Notice of
Swing Line Refunding relates. Each such Lender shall make the amount of such Revolving Loan
available to the Global Agent in immediately available funds at the Payment Office not later than
2:00 P.M. (local time at the Payment Office), if such notice is received by such Lender prior to
11:00 A.M. (local time at its Domestic Lending Office), or not later than 2:00 P.M. (local time at
the Payment Office) on the next Business Day, if such notice is received by such Lender after such
time. The proceeds of such Revolving Loans shall be made immediately available to the Swing Line
Lender and applied by it to repay the principal amount of the Swing Loans to which such Notice of
Swing Line Refunding related.



     (c) Swing Loan Participation. If, prior to the time a Revolving Loan would otherwise
have been made as provided above as a consequence of a Notice of Swing Line Refunding, any of the
events



31









 







specified in Section 8.01(g) shall have occurred in respect of the Company or one or more of
the Lenders with Facility Commitments shall determine that it is legally prohibited from making a
Revolving Loan under such circumstances, each Lender (other than the Swing Line Lender), or each
Lender (other than Swing Line Lender) so prohibited, as the case may be, shall, on the date such
Revolving Loan would have been made by it (the “Purchase Date”), purchase an undivided
participating interest (a “Swing Loan Participation”) in the applicable outstanding Swing
Loans to which such Notice of Swing Line Refunding related, in an amount (the “Swing Line
Participation Amount”) equal to such Lender’s Funding Percentage of such outstanding Swing
Loans. On the Purchase Date, each such Lender or each such Lender so prohibited, as the case may
be, shall pay to the Swing Line Lender, in immediately available funds, such Lender’s Swing Line
Participation Amount, and promptly upon receipt thereof the Swing Line Lender shall, if requested
by such other Lender, deliver to such Lender a participation certificate, dated the date of the
Swing Line Lender’s receipt of the funds from, and evidencing such Lender’s Swing Loan
Participation in, such Swing Loans and its Swing Line Participation Amount in respect thereof. If
any amount required to be paid by a Lender to the Swing Line Lender pursuant to the above
provisions in respect of any Swing Loan Participation is not paid on the date such payment is due,
such Lender shall pay to the Swing Line Lender on demand interest on the amount not so paid at the
overnight Federal Funds Effective Rate from the due date until such amount is paid in full.
Whenever, at any time after the Swing Line Lender has received from any other Lender such Lender’s
Swing Line Participation Amount, the Swing Line Lender receives any payment from or on behalf of
the Company on account of the related Swing Loans, the Swing Line Lender will promptly distribute
to such Lender its ratable share of such amount based on its Payment Sharing Percentage of such
amount in effect on such date on account of its Swing Loan Participation (appropriately adjusted,
in the case of interest payments, to reflect the period of time during which such Lender’s
participating interest was outstanding and funded); provided, however, that if such payment
received by the Swing Line Lender is required to be returned, such Lender will return to the Swing
Line Lender any portion thereof previously distributed to it by the Swing Line Lender.



     (d) Obligations Unconditional. Each Lender’s obligation to make Revolving Loans
pursuant to Section 2.04(b) and/or to purchase Swing Loan Participations in connection with a
Notice of Swing Line Refunding shall be subject to the conditions that (i) such Lender shall have
received a Notice of Swing Line Refunding complying with the provisions hereof and (ii) at the time
the Swing Loans that are the subject of such Notice of Swing Line Refunding were made, the Swing
Line Lender had no actual written notice from another Lender that an Event of Default had occurred
and was continuing, but otherwise shall be absolute and unconditional, shall be solely for the
benefit of the Swing Line Lender, and shall not be affected by any circumstance, including, without
limitation, (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may
have against any other Lender, any Credit Party, or any other Person, or any Credit Party may have
against any Lender or other Person, as the case may be, for any reason whatsoever; (B) the
occurrence or continuance of a Default or Event of Default; (C) any event or circumstance involving
a Material Adverse Effect upon the Borrowers; (D) any breach of any Loan Document by any party
thereto; or (E) any other circumstance, happening or event, whether or not similar to any of the
foregoing.



     Section 2.05 Revolving Facility Letters of Credit.



     (a) Revolving Facility LC Issuance. During the Availability Period, the Company may
request an LC Issuer at any time and from time to time to issue, for the account of the Company,
any other Revolving Facility Borrower or any Subsidiary, and subject to and upon the terms and
conditions herein set forth, each LC Issuer agrees to issue from time to time Revolving Facility
Letters of Credit denominated and payable in Dollars or any Designated Foreign Currency and in each
case in such form as may be approved by such LC Issuer and the Global Agent; provided, however,
that notwithstanding the foregoing, no Revolving Facility LC Issuance shall be made if, after
giving effect thereto, (A) the Revolving Facility LC Outstandings would exceed the Revolving
Facility LC Commitment Amount, (B) the Revolving Facility Exposure of any Lender would exceed such
Lender’s Facility Commitment, (C) the



32









 







Aggregate Revolving Facility Exposure would exceed the Total Facility Commitment, (D) the
Aggregate Revolving Facility Exposure at such time that is denominated in any Designated Foreign
Currency would exceed the Maximum Foreign Exposure Amount, (E) the Foreign Subsidiary Borrower
Exposure would exceed the Maximum Foreign Exposure Amount, (F) the Aggregate Credit Facility
Exposure would exceed the Maximum Credit Facility Amount, or (G) any Borrower would be required to
prepay Loans or cash collateralize Revolving Facility Letters of Credit pursuant to Section 2.13(b)
hereof. Subject to Section 2.05(c) below, each Revolving Facility Letter of Credit shall have an
expiry date (including any renewal periods) occurring not later than the earlier of (x) one year
from the date of issuance thereof, and (y) the Credit Facility Termination Date.



     (b) Revolving Facility LC Requests. Whenever the Company desires that a Revolving
Facility Letter of Credit be issued for its account or the account of any eligible LC Obligor, the
Company shall give the applicable LC Issuer written or telephonic notice (in the case of telephonic
notice, promptly confirmed in writing if so requested by the LC Issuer) which, if in the form of
written notice shall be substantially in the form of Exhibit B-3 (each such request, a
“Revolving Facility LC Request”), or transmit by electronic communication (if arrangements
for doing so have been approved by the applicable LC Issuer), prior to 11:00 A.M. (local time at
the Notice Office) at least three Business Days (or such shorter period as may be acceptable to the
relevant LC Issuer) prior to the proposed date of issuance (which shall be a Business Day), which
Revolving Facility LC Request shall include such supporting documents that such LC Issuer
customarily requires in connection therewith (including, in the case of a Revolving Facility Letter
of Credit for an account party other than a Revolving Facility Borrower, an application for, and if
applicable a reimbursement agreement with respect to, such Revolving Facility Letter of Credit).
In the event of any inconsistency between any of the terms or provisions of any LC Document
relating to any Revolving Facility Letter of Credit and the terms and provisions of this Agreement
respecting Revolving Facility Letters of Credit, the terms and provisions of this Agreement shall
control.



     (c) Auto-Renewal Letters of Credit. If an LC Obligor so requests in any applicable
Revolving Facility LC Request, each LC Issuer shall agree to issue a Revolving Facility Letter of
Credit that has automatic renewal provisions; provided, however, that any Revolving Facility Letter
of Credit that has automatic renewal provisions must permit such LC Issuer to prevent any such
renewal at least once in each twelve-month period (commencing with the date of issuance of such
Revolving Facility Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day in each such twelve-month period to be agreed upon at the time such Revolving Facility
Letter of Credit is issued. Once any such Revolving Facility Letter of Credit that has automatic
renewal provisions has been issued, the Lenders shall be deemed to have authorized (but may not
require) such LC Issuer to permit the renewal of such Revolving Facility Letter of Credit at any
time to an expiry date not later than the Credit Facility Termination Date; provided, however, that
such LC Issuer shall not permit any such renewal if (i) such LC Issuer has determined that it would
have no obligation at such time to issue such Revolving Facility Letter of Credit in its renewed
form under the terms hereof, or (ii) it has received notice (which may be by telephone or in
writing) on or before the day that is two Business Days before the date that such LC Issuer is
permitted to send a notice of non-renewal from the Global Agent, any Lender or the Company that one
or more of the applicable conditions specified in Section 5.03 is not then satisfied.



     (d) Existing Letters of Credit. On and after the Closing Date, each Existing Letter
of Credit shall be deemed to have been issued by the Lender that issued such Existing Letter of
Credit and such Lender shall be deemed to be the “LC Issuer” with respect to such Existing Letter
of Credit pursuant to the terms of this Agreement and each Existing Letter of Credit shall
constitute a Revolving Facility Letter of Credit for all purposes hereof and under this Agreement
and the other Loan Documents. The Company agrees that it shall be liable with respect to any
drawing made under any of the Existing Letters of Credit in accordance with this Section and the
other provisions of this Agreement. Each LC Issuer of an Existing Letter of Credit agrees that on
and after the Closing Date (i) the fees applicable to each Existing Letter of



33









 







Credit shall be the fees set forth in Section 2.11, and (ii) any reimbursement agreement in
effect with respect to each Existing Letter of Credit shall be deemed terminated and each Existing
Letter of Credit shall be governed by and subject to the terms and conditions of this Agreement.



     (e) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the
applicable LC Issuer and the applicable LC Obligor, when a Revolving Facility Letter of Credit is
issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in effect at the time
of issuance) shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the International
Chamber of Commerce at the time of issuance (including the International Chamber of Commerce’s
decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding
the European single currency (euro), as the same may be updated) shall apply to each Trade Letter
of Credit.



     (f) Notice of Revolving Facility LC Issuance. Each LC Issuer shall, on the date of
each Revolving Facility LC Issuance by it, give the Global Agent, each applicable Lender and the
Company written notice of such Revolving Facility LC Issuance which shall specify whether such
Revolving Facility Letter of Credit is a Trade Letter of Credit or a Standby Letter of Credit and
be accompanied by a copy to the Global Agent of the Revolving Facility Letter of Credit or
Revolving Facility Letters of Credit issued by it. Each LC Issuer shall provide to the Global
Agent and each Lender a quarterly (or monthly if requested by any applicable Lender) summary
describing each Revolving Facility Letter of Credit issued by such LC Issuer and then outstanding
and an identification for the relevant period of the daily aggregate Revolving Facility LC
Outstandings represented by Revolving Facility Letters of Credit issued by such LC Issuer.



     (g) Defaulting Lender. Notwithstanding the foregoing, in the event a Lender Default
exists, no LC Issuer shall be required to make any Revolving Facility LC Issuance unless either (i)
such LC Issuer has entered into arrangements satisfactory to it and the Company to eliminate such
LC Issuer’s risk with respect to the Revolving Facility LC Participations of the Defaulting Lender
or Defaulting Lenders, including by cash collateralizing such Defaulting Lender’s or Defaulting
Lenders’ Funding Percentage of the Revolving Facility LC Outstandings; or (ii) such Revolving
Facility LC Issuance, taking into account the potential failure of the Defaulting Lender or
Defaulting Lenders to risk participate therein, will not cause such LC Issuer to incur aggregate
credit exposure hereunder with respect to Loans and Revolving Facility LC Outstandings in excess of
its Commitments, and the Company has undertaken, for the benefit of such LC Issuer, pursuant to an
instrument satisfactory in form and substance to such LC Issuer, not to thereafter incur Loans or
Revolving Facility LC Outstandings hereunder that would cause such LC Issuer to incur aggregate
credit exposure hereunder with respect to Loans and Revolving Facility LC Outstandings in excess of
its Commitments.



     (h) Reimbursement Obligations.




     (i) Each Revolving Facility Borrower hereby agrees to reimburse (or cause any LC
Obligor for whose account a Revolving Facility Letter of Credit was issued to reimburse)
each LC Issuer, by making payment directly to such LC Issuer in immediately available funds
at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any
Revolving Facility Letter of Credit immediately after, and in any event (x) with respect to
any Revolving Facility Letter of Credit denominated in Dollars, on the date on which, and
(y) with respect to any Revolving Facility Letter of Credit denominated in a Designated
Foreign Currency, within two Business Days of the date on which such LC Issuer notifies the
Company (or any such other LC Obligor for whose account such Revolving Facility Letter of
Credit was issued (each being a “Notifiable Party”)) of such payment or disbursement
(in the case of each of clauses (x) and (y), each an “Applicable Reimbursement
Date”, (which notice to the Notifiable Parties shall be



34









 







delivered reasonably promptly after any such payment or disbursement), such payment to
be made in Dollars or in the applicable Designated Foreign Currency in which such Revolving
Facility Letter of Credit is denominated, with, provided that the LC Issuer has already
notified the Notifiable Parties that reimbursement is required, interest on the amount so
paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local
time at the payment office of the applicable LC Issuer) on the date of such payment or
disbursement, from and including the date paid or disbursed to but not including the date
such LC Issuer is reimbursed therefor (by utilization of a drawing under the Revolving
Facility or otherwise) at a rate per annum that shall be the rate then applicable to
Revolving Loans that are US Base Rate Loans, any such interest also to be payable on demand;
provided, however, that if the LC Issuer does not give the applicable Revolving Facility
Borrower notice by 10:00 AM, such Applicable Reimbursement Date shall be the next succeeding
Business Day and accordingly interest on the amount paid or disbursed by the LC Issuer shall
not begin to accrue until such day.. If by 11:00 A.M. on the Business Day immediately
following the Applicable Reimbursement Date, the Company or the relevant LC Obligor has not
made such reimbursement out of its available cash on hand or a contemporaneous Borrowing
hereunder (if such Borrowing is otherwise available to the Company or such LC Obligor), (x)
the Company, or if the LC Obligor is a Foreign Revolving Facility Borrower, such Foreign
Revolving Facility Borrower, will in each case be deemed to have given a Notice of Borrowing
for Revolving Loans that are US Base Rate Loans in an aggregate Dollar Equivalent principal
amount sufficient to reimburse such Unpaid Drawing (and the Global Agent shall promptly give
notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless
they are legally prohibited from doing so, make the Revolving Loans contemplated by such
deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section
2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the
applicable LC Issuer to the extent necessary to effect such reimbursement, with any excess
proceeds to be made available to the applicable Borrower in accordance with the applicable
provisions of this Agreement.




     (ii) Obligations Absolute. The obligation of each LC Obligor and of each
Revolving Facility Borrower under this Section to reimburse each LC Issuer with respect to
Unpaid Drawings (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff, counterclaim
or defense to payment that such Borrower or LC Obligor may have or have had against such LC
Issuer, the Global Agent or any Lender, including, without limitation, any defense based
upon the failure of any drawing under a Revolving Facility Letter of Credit to conform to
the terms of the Revolving Facility Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such drawing; provided, however, that
no Borrower (or LC Obligor) shall be obligated to reimburse an LC Issuer for any wrongful
payment made by such LC Issuer under a Revolving Facility Letter of Credit as a result of
acts or omissions constituting willful misconduct or gross negligence on the part of such LC
Issuer.



     (i) Revolving Facility LC Participations.




     (i) Immediately upon each Revolving Facility LC Issuance, the LC Issuer of such
Revolving Facility Letter of Credit shall be deemed to have sold and transferred to each
Lender, and each such Lender (each a “Revolving Facility LC Participant”) shall be
deemed irrevocably and unconditionally to have purchased and received from such LC Issuer,
without recourse or warranty, an undivided interest and participation (a “Revolving
Facility LC Participation”), to the extent of such Lender’s Funding Percentage of the
Stated Amount of such Revolving Facility Letter of Credit in effect at such time of
issuance, in such Revolving Facility Letter of Credit, each substitute letter of credit,
each drawing made thereunder, the obligations of any LC Obligor under this Agreement with
respect thereto (although LC Fees relating thereto shall be payable directly to



35









 







the Global Agent for the account of the Lenders as provided in Section 2.11 and the
Revolving Facility LC Participants shall have no right to receive any portion of any fees of
the nature contemplated by Section 2.11(d)), the obligations of the Borrowers (and any LC
Obligor) under any LC Documents pertaining thereto, and any security for, or guaranty
pertaining to, any of the foregoing.




     (ii) In determining whether to pay under any Revolving Facility Letter of Credit, an LC
Issuer shall not have any obligation relative to the Revolving Facility LC Participants
other than to determine that any documents required to be delivered under such Revolving
Facility Letter of Credit have been delivered and that they appear to comply on their face
with the requirements of such Revolving Facility Letter of Credit. Any action taken or
omitted to be taken by an LC Issuer under or in connection with any Revolving Facility
Letter of Credit, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not create for such LC Issuer any resulting liability.




     (iii) In the event that an LC Issuer makes any payment under any Revolving Facility
Letter of Credit and the applicable Borrower or LC Obligor shall not have reimbursed such
amount in full to such LC Issuer pursuant to Section 2.05(h) by way of a drawing under the
Revolving Facility (as contemplated in such Section or otherwise, such LC Issuer shall
promptly notify the Global Agent, and the Global Agent shall promptly notify each Revolving
Facility LC Participant, of such failure, and each Revolving Facility LC Participant shall
promptly and unconditionally pay to the Global Agent for the account of such LC Issuer, the
amount of such Revolving Facility LC Participant’s Funding Percentage of such payment in
Dollars or in the applicable Designated Foreign Currency in which such Revolving Facility
Letter of Credit is denominated and in same day funds; provided, however, that no Revolving
Facility LC Participant shall be obligated to pay to the Global Agent its Funding Percentage
of such unreimbursed amount for any wrongful payment made by such LC Issuer under a
Revolving Facility Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such LC Issuer. If the Global Agent so
notifies any Revolving Facility LC Participant required to fund a payment under a Revolving
Facility Letter of Credit prior to 11:00 A.M. (local time at its Notice Office) on any
Business Day, such Revolving Facility LC Participant shall make available to the Global
Agent for the account of the relevant LC Issuer such Revolving Facility LC Participant’s
Funding Percentage of the amount of such payment on such Business Day in same day funds. If
and to the extent such Revolving Facility LC Participant shall not have so made its Funding
Percentage of the amount of such payment available to the Global Agent for the account of
the relevant LC Issuer, such Revolving Facility LC Participant agrees to pay to the Global
Agent for the account of such LC Issuer forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid to the
Global Agent for the account of such LC Issuer at the Federal Funds Effective Rate. The
failure of any Revolving Facility LC Participant to make available to the Global Agent for
the account of the relevant LC Issuer its Funding Percentage of any payment under any
Revolving Facility Letter of Credit shall not relieve any other Revolving Facility LC
Participant of its obligation hereunder to make available to the Global Agent for the
account of such LC Issuer its Funding Percentage of any payment under any Revolving Facility
Letter of Credit on the date required, as specified above, but no Revolving Facility LC
Participant shall be responsible for the failure of any other Revolving Facility LC
Participant to make available to the Global Agent for the account of such LC Issuer such
other Revolving Facility LC Participant’s Funding Percentage of any such payment.




     (iv) Whenever an LC Issuer receives a payment of a reimbursement obligation from an LC
Obligor as to which the Global Agent has received for the account of such LC Issuer any
payments from the Revolving Facility LC Participants pursuant to subpart (iii) above, such
LC Issuer shall pay to the Global Agent and the Global Agent shall promptly pay to each
Revolving



36









 







Facility LC Participant that has paid its applicable Funding Percentage thereof, in
same day funds, an amount equal to such Revolving Facility LC Participant’s applicable
Payment Sharing Percentage of the principal amount thereof and interest thereon accruing
after the purchase of the respective Revolving Facility LC Participations, as and to the
extent so received.




     (v) The obligations of the Revolving Facility LC Participants to make payments to the
Global Agent for the account of each LC Issuer with respect to Revolving Facility Letters of
Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any
other qualification or exception whatsoever and shall be made in accordance with the terms
and conditions of this Agreement under all circumstances, including, without limitation, any
of the following circumstances:




(A) any lack of validity or enforceability of this Agreement or any of the
other Loan Documents;




(B) the existence of any claim, set-off, defense or other right that any LC
Obligor may have at any time against a beneficiary named in a Revolving
Facility Letter of Credit, any transferee of any Revolving Facility Letter of
Credit (or any Person for whom any such transferee may be acting), the Global
Agent, any LC Issuer, any Lender, or other Person, whether in connection with
this Agreement, any Revolving Facility Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying
transaction between the applicable LC Obligor and the beneficiary named in
any such Revolving Facility Letter of Credit), other than any claim that the
applicable LC Obligor may have against any applicable LC Issuer for gross
negligence or willful misconduct of such LC Issuer in making payment under
any applicable Revolving Facility Letter of Credit;




(C) any draft, certificate or other document presented under the Revolving
Facility Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;




(D) the surrender or impairment of any security for the performance or
observance of any of the terms of any of the Loan Documents; or




(E) the occurrence of any Default or Event of Default.




     (vi) To the extent any LC Issuer is not indemnified by the Company or any LC Obligor,
the Revolving Facility LC Participants will reimburse and indemnify such LC Issuer, in
proportion to their respective Fixed Commitment Percentages, for and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs,
expenses or disbursements of whatsoever kind or nature that may be imposed on, asserted
against or incurred by such LC Issuer in performing its respective duties in any way related
to or arising out of Revolving Facility LC Issuances by it; provided, however, that no
Revolving Facility LC Participants shall be liable for (A) any portion of such liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or
disbursements resulting from such LC Issuer’s gross negligence or willful misconduct, or (B)
any portion of such liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements resulting from the failure of any other
Revolving Facility LC Participant to fund any Revolving Facility LC Participation pursuant
to this Section.



37









 





     Section 2.06 Notice of Borrowing.



     (a) Time of Notice. Each Borrowing of a Loan shall be made upon notice in the form
provided for below which shall be provided by the applicable Borrower to the Global Agent at its
Notice Office not later than (i) in the case of each Borrowing of a Fixed Rate Loan, 11:00 A.M.
(local time at its Notice Office), at least three Business Days prior to the date of such
Borrowing, (ii) in the case of each Borrowing of a Base Rate Loan, prior to 11:00 A.M. (local time
at its Notice Office) on the proposed date of such Borrowing, and (iii) in the case of any
Borrowing under the Swing Line Facility, prior to 1:00 P.M. (local time at its Notice Office) on
the proposed date of such Borrowing.



     (b) Notice of Borrowing. Each request for a Borrowing shall be made by an Authorized
Officer of the Borrower requesting such Borrowing by delivering written notice of such request
substantially in the form of Exhibit B-1 hereto (each such notice, a “Notice of
Borrowing”) or by telephone (to be confirmed immediately in writing by delivery by an
Authorized Officer of such Borrower of a Notice of Borrowing), and in any event each such request
shall be irrevocable and shall specify (i) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing, (ii) the date of the Borrowing (which shall be a Business Day), (iii)
the Type of Loans such Borrowing will consist of, and (iv) if applicable, the initial Interest
Period, the Swing Loan Maturity Date and Designated Foreign Currency or Canadian Dollars applicable
thereto. Without in any way limiting the obligation of any Borrower to confirm in writing any
telephonic notice permitted to be given hereunder, the Global Agent may act prior to receipt of
written confirmation without liability upon the basis of such telephonic notice believed by the
Global Agent in good faith to be from an Authorized Officer of the applicable Borrower entitled to
give telephonic notices under this Agreement on behalf of such Borrower. In each such case, the
Global Agent’s record of the terms of such telephonic notice shall be conclusive absent manifest
error.



     (c) Minimum Borrowing Amount. The aggregate principal amount of each Borrowing by any
Borrower shall not be less than the Minimum Borrowing Amount.



     (d) Maximum Borrowings. More than one Borrowing may be incurred by a Borrower on any
day; provided, however, that (i) if there are two or more Borrowings on a single day by the same
Borrower that consist of Fixed Rate Loans, each such Borrowing shall have a different initial
Interest Period, (ii) at no time shall there be more than twelve Borrowings of Fixed Rate Loans
outstanding hereunder for all of the Borrowers, and (iii) at no time shall there be more than three
Borrowings of Canadian Revolving Loans outstanding hereunder.



     Section 2.07 Funding Obligations; Disbursement of Funds.



     (a) Several Nature of Funding Obligations. The Commitments of each Lender hereunder
and the obligation of each Lender to make Loans, acquire and fund Swing Loan Participations, and
Revolving Facility LC Participations, as the case may be, are several and not joint obligations.
No Lender shall be responsible for any default by any other Lender in its obligation to make Loans
or fund any participation hereunder and each Lender shall be obligated to make the Loans provided
to be made by it and fund its participations required to be funded by it hereunder, regardless of
the failure of any other Lender to fulfill any of its Commitments hereunder. Nothing herein and no
subsequent termination of the Commitments pursuant to Section 2.12 shall be deemed to relieve any
Lender from its obligation to fulfill its commitments hereunder and in existence from time to time
or to prejudice any rights that the Borrowers may have against any Lender as a result of any
default by such Lender hereunder.



     (b) Funding Obligations. Except with respect to the making of Swing Loans by the
Swing Line Lender, all Loans hereunder shall be funded as follows: (i) all Revolving Loans made,
and Revolving Facility LC Participations acquired by each Lender, shall be made or acquired, as the
case may be, on a pro rata basis based upon each Lender’s Funding Percentage of the amount of such
Revolving



38









 







Borrowing or Revolving Facility Letter of Credit in effect on the date the applicable
Revolving Borrowing is to be made or the Revolving Facility Letter of Credit is to be issued, and
(ii) all Canadian Revolving Loans made by each Canadian Lender, shall be made on a pro rata basis
based upon each Canadian Lender’s Canadian Commitment Percentage of the amount of such Canadian
Borrowing in effect on the date the applicable Canadian Borrowing is to be made.



     (c) Notice to Lenders. The Global Agent shall promptly give each Lender written
notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, or
Conversion or Continuation thereof, and LC Issuance, and of such Lender’s proportionate share
thereof or participation therein and of the other matters covered by the Notice of Borrowing,
Notice of Continuation or Conversion, or Revolving Facility LC Request, as the case may be,
relating thereto.



     (d) Funding of Loans.




     (i) Revolving Loans. No later than 2:00 P.M. (local time at the Payment
Office) on the date specified in each Notice of Borrowing, each Lender will make available
its Funding Amount, if any, of each Revolving Borrowing requested to be made on such date to
the Global Agent at the Payment Office in Dollars or the applicable Designated Foreign
Currency and in immediately available funds and the Global Agent promptly will make
available to the appropriate Borrower by depositing to its account at the Payment Office (or
such other account as such Borrower shall specify) the aggregate of the amounts so made
available in the type of funds received.




     (ii) Canadian Revolving Loans. No later than 2:00 P.M. (local time at the
Canadian Payment Office) on the date specified in each Notice of Borrowing, each Canadian
Lender will make available its proportionate share, if any, of each Canadian Borrowing
requested to be made on such date to the Global Agent at the Canadian Payment Office in
Canadian Dollars and in immediately available funds and the Canadian Administrative Branch
of the Global Agent promptly will make available to the appropriate Canadian Borrower by
depositing to its account at the Canadian Payment Office (or such other account in Canada as
such Canadian Borrower shall specify) the aggregate of the amounts so made available in the
type of funds received.




     (iii) Swing Loans. No later than 3:00 P.M. (local time at the Payment Office)
on the date specified in each Notice of Borrowing, the Swing Line Lender will make available
to the Company by depositing to its account at the Payment Office (or such other account as
the Company shall specify) the aggregate of Swing Loans requested in such Notice of
Borrowing.



     (e) Advance Funding. Unless the Global Agent shall have been notified by any Lender
prior to the date of Borrowing that such Lender does not intend to make available to the Global
Agent its portion of the Borrowing or Borrowings to be made on such date, the Global Agent may
assume that such Lender has made such amount available to the Global Agent or the Canadian
Administrative Branch of the Global Agent, as the case may be, on such date of Borrowing, and the
Global Agent or the Canadian Administrative Branch of the Global Agent, in reliance upon such
assumption, may (in their sole discretion and without any obligation to do so) make available to
the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made
available to the Global Agent or the Canadian Administrative Branch of the Global Agent, as the
case may be, by such Lender and the Global Agent or the Canadian Administrative Branch of the
Global Agent has made the same available to such Borrower, the Global Agent or the Canadian
Administrative Branch of the Global Agent shall be entitled to recover such corresponding amount
from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Global
Agent’s demand therefor, the Global Agent shall promptly notify such Borrower, and such Borrower
shall immediately pay such corresponding amount to the Global Agent or the Canadian Administrative
Branch of the Global Agent, as appropriate. The Global Agent or the



39









 







Canadian Administrative Branch of the Global Agent, as applicable, shall also be entitled to
recover from such Lender or such Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made available by the
Global Agent or the Canadian Administrative Branch of the Global Agent to such Borrower to the date
such corresponding amount is recovered by the Global Agent or the Canadian Administrative Branch of
the Global Agent, at a rate per annum equal to (x) if paid by such Lender, the overnight Federal
Funds Effective Rate or (y) if paid by such Borrower, the then applicable rate of interest,
calculated in accordance with Section 2.09, for the respective Loans (but without any requirement
to pay any amounts in respect thereof pursuant to Section 3.02).



     Section 2.08 Evidence of Obligations.



     (a) Loan Accounts of Lenders. Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the Obligations of the Borrowers to such Lender
resulting from each Loan made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.



     (b) Loan Accounts of Global Agent; Lender Register. The Global Agent shall maintain
accounts in which it shall record (i) the amount of each Loan and Borrowing made hereunder, the
Type thereof, the currency in which such Loan is denominated, the Interest Period and applicable
interest rate and, in the case of a Swing Loan, the Swing Loan Maturity Date applicable thereto,
(ii) the amount and other details with respect to each Letter of Credit issued hereunder, (iii) the
amount of any principal due and payable or to become due and payable from the Borrowers to each
Lender hereunder, (iv) the amount of any sum received by the Global Agent hereunder for the account
of the Lenders and each Lender’s share thereof, and (v) the other details relating to the Loans and
Letters of Credit to be made or issued hereunder. In addition, the Global Agent shall, for its
benefit and on behalf of the Borrowers, maintain at its address referred to in Section 11.04 a copy
of each Assignment and Assumption delivered to it and a register (the “Lender Register”) on
or in which it will record the names and addresses of the Lenders, and the Commitments from time to
time of each of the Lenders. The Global Agent will make the Lender Register available to any
Lender or the Company upon its request. The Swiss Borrower may disclose a copy of the Lender
Register to the Swiss Federal Tax Administration (if requested by the Swiss Federal Tax
Administration to do so).



     (c) Effect of Loan Accounts, etc. The entries made in the accounts maintained
pursuant to Section 2.08(a) and (b) shall be prima facie evidence of the existence and amounts of
the Obligations recorded therein, provided, that the failure of any Lender or the Global Agent to
maintain such accounts or any error (other than manifest error) therein shall not in any manner
affect the obligation of any Credit Party to repay or prepay the Loans or the other Obligations in
accordance with the terms of this Agreement.



     (d) Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will
execute and deliver to such Lender a Revolving Facility Note with blanks appropriately completed in
conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on,
the Revolving Loans made to it by such Lender, (ii) each Foreign Revolving Facility Borrower will
execute and deliver to such Lender a Revolving Facility Note with blanks appropriately completed in
conformity herewith to evidence its obligation to pay the principal of, and interest on, the
Revolving Loans made to it by such Lender, and (iii) the Company will execute and deliver to the
Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to
evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to
it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line
Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the
Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.



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     Section 2.09 Interest; Default Rate; Mandatory Cost.



     (a) Interest on Revolving Loans. The outstanding principal amount of each Revolving
Loan made by each Lender shall bear interest at a rate per annum that shall at all times be equal
to (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, (ii) during such periods as such
Revolving Loan is a Eurodollar Loan, a fixed rate per annum equal to the relevant Adjusted
Eurodollar Rate for such Eurodollar Loan for the applicable Interest Period plus the
Applicable Margin in effect from time to time, and (iii) during such periods as a Revolving Loan is
a Foreign Currency Loan, a fixed rate per annum equal to the relevant Adjusted Foreign Currency
Rate for such Foreign Currency Loan for the applicable Interest Period plus the Applicable
Margin in effect from time to time.



     (b) Interest on Canadian Revolving Loans. 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. Each BA Equivalent 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 BA
Equivalent Rate for the applicable Interest Period plus the Applicable Margin in effect
from time to time.



     (c) Interest on Swing Loans. The outstanding principal amount of each Swing Loan
shall bear interest from the date of the Borrowing at a rate per annum that shall be equal to the
Quoted Rate applicable thereto.



     (d) Default Interest. Notwithstanding the above provisions, if an Event of Default is
in existence, upon written notice by the Global Agent (which notice the Global Agent shall give at
the direction of the Required Lenders), (i) all outstanding amounts of principal and, to the extent
permitted by law, all overdue interest, in respect of each Loan shall bear interest, payable on
demand, at a rate per annum equal to the Default Rate, and (ii) the fees applicable to any
Revolving Facility LC Outstandings shall be increased by an additional 2% per annum in excess of
the fees otherwise applicable thereto. In addition, if any amount (other than amounts as to which
the foregoing subparts (i) and (ii) are applicable) payable by any Borrower under the Loan
Documents is not paid when due, upon written notice by the Global Agent (which notice the Global
Agent shall give at the direction of the Required Lenders), such amount shall bear interest,
payable on demand, at a rate per annum equal to 2% per annum above the interest rate that is or
would be applicable from time to time pursuant to Section 2.09(a)(i) above.



     (e) Accrual and Payment of Interest; Mandatory Costs. Interest shall accrue from and
including the date of any Borrowing to but excluding the date of any prepayment or repayment
thereof and shall be payable by the applicable Borrower: (i) in respect of each US Base Rate Loan,
quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in
respect of each Canadian Prime Rate Loan, quarterly in arrears on the last Business Day of each
March, June, September and December, (iii) in respect of each Fixed Rate Loan, on the last day of
each Interest Period applicable thereto and, in the case of an Interest Period in excess of three
months, on the dates that are successively three months after the commencement of such Interest
Period, (iv) in respect of any Swing Loan, quarterly in arrears on the last Business Day of each
March, June, September and December, and (v) in respect of all Loans, on any repayment, prepayment,
Continuation or Conversion (on the amount repaid, prepaid, Continued or Converted), at maturity
(whether by acceleration or otherwise), and, after such maturity, on demand (each such date
referred to in clauses (i) through (v), an “Interest Payment Date”). On each Interest
Payment Date, the applicable Borrower shall pay all Mandatory Costs payable to each Lender, if any,
provided that if a Lender does not provide such Borrower with notice of the Mandatory Costs
owed to such Lender at least one Business Day prior to such Interest Payment Date, the Mandatory
Costs payable to such Lender shall be payable on the next Interest Payment Date or the Credit
Facility Termination Date, whichever is earlier.




41












 





     (f) Computations of Interest and Discounts. All computations of interest on Fixed
Rate Loans (other than BA Equivalent Loans and other than any Foreign Currency Loans denominated in
British pounds) and Swing Loans hereunder shall be made on the actual number of days elapsed over a
year of 360 days, all computations of interest on Base Rate Loans and Unpaid Drawings hereunder
shall be made on the actual number of days elapsed over a year of 365 or 366 days, as applicable,
all computations of the BA Equivalent Rate with respect to BA Equivalent Loans shall be made on the
actual number of days elapsed in a year of 365 or 366 days, as applicable, and all computations of
interest on Foreign Currency Loans denominated in British pounds shall be made on the actual number
of days elapsed in a year of 365 or 366 days, as applicable. For purposes of this Agreement,
whenever interest to be paid on a Canadian Revolving Loan or a fee to be paid by the Canadian
Borrower is to be calculated on the basis of a period of time that is less than a calendar year,
the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent
is the rate so determined multiplied by the actual number of days in the calendar year in which the
same is to be ascertained and divided by such lesser period of time.



     (g) Information as to Interest Rates. The Global Agent upon determining the interest
rate for any Borrowing shall promptly notify the applicable Borrowers and the Lenders thereof.



     (h) Minimum Interest Rates and Payments.




     (i) For purposes of the Revolving Facility, the various rates of interest provided for
in this Agreement are minimum interest rates.




     (ii) Each party hereto assumes that the interest rates set forth in this Agreement are
not and will not become subject to Swiss Withholding Tax. Notwithstanding the foregoing,
the parties hereto agree that, in the event that Swiss Withholding Tax is imposed on
interest payments (the “Relevant Amount”) by a Swiss Obligor, any payment of
interest due by such Swiss Obligor shall, subject to the provisions of this Agreement, be
increased to an amount which (after making any deduction of the Non-refundable Portion of
Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an
amount equal to the payment which would have been due had no deduction of the Non-refundable
Portion of Swiss Withholding Tax been required.




     (iii) For the purposes of this Section 2.09(h), “Non-refundable Portion of Swiss
Withholding Tax” means an amount equal to the product of the Relevant Amount and the
Swiss Withholding Tax at standard rate (being, as at the date of this Agreement, 35%) unless
the Swiss Federal Tax Administration confirms to the relevant Swiss Obligor in writing that,
in relation to a specific Lender based on an applicable double tax treaty, the applicable
Swiss Withholding Tax rate is a specified lower rate in which case such lower rate shall be
applied in relation to such Lender.




     (iv) No Swiss Obligor shall be required to make an increased payment to any Lender
under paragraph (ii) above if a Swiss Obligor has breached the Ten Non-Bank Regulations
and/or Twenty Non-Bank Regulations as a result of (A) a Lender breaching its obligations
pursuant to Section 3.03 (b) or (e), (B) a Lender breaching the requirements and limitations
for transfers, assignments or participations pursuant to Sections 11.05(b), (c) or (f), (C)
the failure of the statements in a Qualifying Certificate to be true and correct in all
material respects, or (D) the failure of a Swiss Qualifying Lender to remain a Swiss
Qualifying Lender other than due to a change in law.




     (v) If requested by the Global Agent, the relevant Swiss Obligor shall provide to the
Global Agent those documents that are required by law and applicable double taxation
treaties to be provided by the payer of such tax, for each relevant Lender to prepare a
claim for refund of



42









 






Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to the Lender by
the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of
reasonable costs in obtaining the refund, such amount to the Swiss Obligor provided that the
relevant Swiss Obligor has fully complied with its obligations under this Section 2.09(h).



     Section 2.10 Conversion and Continuation of Loans.



     (a) Conversion and Continuation of Revolving Loans. Each Revolving Facility Borrower
shall have the right, subject to the terms and conditions of this Agreement, to (i) Convert all or
a portion of the outstanding principal amount of Revolving Loans of one Type made to it into a
Borrowing or Borrowings of another Type of Loan that can be made to it pursuant to the Revolving
Facility and (ii) Continue a Borrowing of Eurodollar Loans or Foreign Currency Loans, as the case
may be, at the end of the applicable Interest Period as a new Borrowing of Eurodollar Loans or
Foreign Currency Loans (in the same Designated Foreign Currency as the original Foreign Currency
Loan) with a new Interest Period; provided, however, that (A) no Foreign Currency Loan may be
Converted into a US Base Rate Loan, Eurodollar Loan or a Foreign Currency Loan that is denominated
in a different Designated Foreign Currency, and (B) any Conversion of Eurodollar Loans into US Base
Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar
Loans.



     (b) Conversion and Continuation of Canadian Revolving Loans. The Canadian Borrower
shall have the right, subject to the terms and conditions of this Agreement, to (i) Convert all or
a portion of the outstanding principal amount of Canadian Revolving Loans of one Type made to them
into a Borrowing or Borrowings of another Type of Loan that can be made to them pursuant to the
Canadian Sub-Facility and (ii) Continue a Borrowing of BA Equivalent Loans at the end of the
applicable Interest Period as a new Borrowing of BA Equivalent Loans with a new Interest Period;
provided, however, that any Conversion of BA Equivalent Loans into Canadian Prime Rate Loans shall
be made on, and only on, the last day of an Interest Period for such BA Equivalent Loans.



     (c) Notice of Continuation and Conversion. Each Continuation or Conversion of a Loan
shall be made upon notice in the form provided for below provided by the applicable Borrower to the
Global Agent at its Notice Office not later than (i) in the case of each Continuation of or
Conversion into a Fixed Rate Loan, prior to 11:00 A.M. (local time at its Notice Office), at least
three Business Days prior to the date of such Continuation or Conversion, and (ii) in the case of
each Conversion to a Base Rate Loan, prior to 11:00 A.M. (local time at its Notice Office), on the
proposed date of such Conversion. Each such request shall be made by an Authorized Officer of the
applicable Borrower delivering written notice of such request substantially in the form of
Exhibit B-2 hereto (each such notice, a “Notice of Continuation or Conversion”) or
by telephone (to be confirmed immediately in writing by delivery by an Authorized Officer of such
Borrower of a Notice of Continuation or Conversion), and in any event each such request shall be
irrevocable and shall specify (A) the Borrowings to be Continued or Converted, (B) the date of the
Continuation or Conversion (which shall be a Business Day), and (C) the Interest Period or, in the
case of a Continuation, the new Interest Period. Without in any way limiting the obligation of
each Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the
Global Agent may act prior to receipt of written confirmation without liability upon the basis of
such telephonic notice believed by the Global Agent in good faith to be from an Authorized Officer
of such Borrower entitled to give telephonic notices under this Agreement on behalf of such
Borrower. In each such case, the Global Agent’s record of the terms of such telephonic notice
shall be conclusive absent manifest error.



     Section 2.11 Fees.



     (a) Facility Fees. The Company agrees to pay to the Global Agent, for the ratable
benefit of each Non-Defaulting Lender based upon each such Lender’s Fixed Commitment Percentage of
the Total Facility Commitment, as consideration for the Commitments of the Lenders, facility fees
(the “Facility 



43









 




Fees”) for the period from the Closing Date to, but not including, the Credit Facility
Termination Date, computed for each day at a rate per annum equal to (i) the Applicable Facility
Fee Rate in effect on such day times (ii) the Total Facility Commitment in effect on such
day. Accrued Facility Fees shall be due and payable in arrears on the last Business Day of each
March, June, September and December and on the Credit Facility Termination Date.




     (b) Utilization Fees. In addition to the Facility Fees, the Company agrees to pay to
the Global Agent, for the ratable benefit of each Non-Defaulting Lender based upon each such
Lender’s Fixed Commitment Percentage of the Total Facility Commitment, as consideration for the
Commitments of the Lenders, utilization fees (the “Utilization Fees”) for the period from
the Closing Date to, but not including, the Credit Facility Termination Date, computed for each day
on which the Aggregate Credit Facility Exposure (excluding any Credit Facility Exposure related to
Trade Letters of Credit) exceeds 50% of the Total Facility Commitment as then in effect at a rate
per annum equal to (i) 10.0 basis points times (ii) the Aggregate Credit Facility Exposure
for such day. Accrued Utilization Fees shall be due and payable in arrears on the last Business
Day of each March, June, September and December and on the Credit Facility Termination Date.



     (c) LC Fees for Revolving Facility Letters of Credit.




     (i) The Company agrees to pay a fee in respect of each Revolving Facility Letter of
Credit issued hereunder that is a Standby Letter of Credit for the period from the date of
issuance of such Revolving Facility Letter of Credit until the expiration date thereof
(including any extensions of such expiration date that may be made at the election of the
account party or the beneficiary), computed for each day at a rate per annum equal to (A)
the Applicable Margin in effect on such day times (B) the Stated Amount of such
Revolving Facility Letter of Credit on such day. The foregoing fees shall be payable
quarterly in arrears on the last Business Day of each March, June, September and December
and on the Credit Facility Termination Date. Such fees shall be payable to the Global
Agent, for the ratable benefit of the Lenders.




     (ii) The Company agrees to pay a fee in respect of each Revolving Facility Letter of
Credit issued hereunder that is a Trade Letter of Credit in an amount equal to (A) one-half
of the Applicable Margin in effect on the date of issuance times (B) the Stated
Amount of such Revolving Facility Letter of Credit. The foregoing fees shall be payable on
the date of issuance of such Letter of Credit (or such other date as is agreed to by the
Global Agent and the applicable LC Issuer, but in any case not later than the expiry date of
such Revolving Facility Letter of Credit), to the applicable LC Issuer for the ratable
benefit of the Lenders based on each Lender’s Funding Percentage in effect on the date of
issuance.



     (d) Fronting Fees. The Company agrees to pay directly to each LC Issuer, for its own
account, any fronting fees agreed to between the Company and such LC Issuer in respect of each
Revolving Facility Letter of Credit issued by it. Such fronting fees shall be due and payable on
the date or dates agreed to between the Company and such LC Issuer.



     (e) Additional Charges of LC Issuer. The Company and each other Borrower, as
applicable, agree to pay directly to each LC Issuer upon each LC Issuance, drawing under, or
amendment, extension, renewal or transfer of, a Letter of Credit issued by it such amount as shall
at the time of such LC Issuance, drawing, amendment, extension, renewal or transfer be the
processing charge that such LC Issuer is customarily charging for issuances of, drawings under or
amendments, extensions, renewals or transfers of, letters of credit issued by it.



     (f) Global Agent Fees. The Company shall pay to the Global Agent, on the Closing Date
and thereafter, for its own account, the fees set forth in the Global Agent Fee Letter.



44









 





     (g) Computations of Fees. All computations of Facility Fees, LC Fees and other Fees
hereunder shall be made on the actual number of days elapsed over a year of 360 days, unless based
on the Base Rate, in which case they shall be calculated on the basis of a 365 or 366 day year, as
applicable, for the actual days elapsed.



     Section 2.12 Termination and Reduction of Commitments.



     (a) Mandatory Termination of Commitments. All of the Commitments shall terminate on
the Credit Facility Termination Date.



     (b) Voluntary Termination of the 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 terminate in whole the Commitments, provided that (i) all
outstanding Loans and Unpaid Drawings are contemporaneously prepaid in accordance with Section 2.13
and (ii) either there are no outstanding Letters of Credit or the Company shall contemporaneously
cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of
Credit to be replaced by letters of credit issued by other financial institutions acceptable to
each LC Issuer and the Required Lenders).



     (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 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).



     Section 2.13 Payments and Prepayments of Loans.



     (a) Voluntary Prepayments. Each Borrower shall have the right to prepay any of the
Loans owing by it, in whole or in part, without premium or penalty (except as specified in
subpart (d) below), from time to time. The Borrower making such prepayment shall give the Global
Agent at the Notice Office written or telephonic notice (in the case of telephonic notice, promptly
confirmed in writing if so requested by the Global Agent) of its intent to prepay the Loans, the
amount of such prepayment and (in the case of Fixed Rate Loans) the specific Borrowing(s) pursuant
to which made, which notice shall be received by the Global Agent by (x) 11:00 A.M. (local time at
the Notice Office) three Business Days prior to the date of such prepayment, in the case of any
prepayment of Fixed Rate Loans, or (y) 11:00 A.M. (local time at the Notice Office) one Business
Day prior to the date of such prepayment, in the case of any prepayment of Base Rate Loans, and
which notice shall promptly be transmitted by the Global Agent to each of the affected Lenders;
provided, however, that (i) in the case of prepayment of any Borrowings, each partial prepayment of
any such Borrowing shall be in an aggregate principal of at least $5,000,000 (or, if less, the full
amount of such Borrowing) or the Dollar Equivalent thereof, or an integral multiple of $1,000,000
or the Dollar Equivalent thereof in excess thereof; (ii) no partial prepayment of any Loans made
pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto;
and (iii) each prepayment in respect of any Loans shall, unless otherwise specified by the
applicable Borrower, be applied to repay such Loans in accordance with Section 2.14(b).



45









 





     (b) Mandatory Payments. The Loans shall be subject to mandatory repayment or
prepayment, and the Revolving LC Outstandings shall be subject to cash collateralization
requirements, in accordance with the following provisions:




     (i) Maturity. Unless Continued or Converted in accordance with the terms of
this Agreement, the principal amount of each Fixed Rate Loan shall be payable by the
applicable Borrower on the last day of the Interest Period applicable to such Fixed Rate
Loan. The entire principal amount of all outstanding Loans owing by each Borrower shall be
repaid in full on the Credit Facility Termination Date.




     (ii) Loans Exceed the Commitments. If on any date (after giving effect to any
other payments on such date) (A) the Aggregate Credit Facility Exposure exceeds the Maximum
Credit Facility Amount, (B) the Credit Facility Exposure of any Lender exceeds such Lender’s
Facility Commitment, (C) the Revolving Facility Exposure of any Lender exceeds such Lender’s
Facility Commitment, (D) the Aggregate Revolving Facility Exposure exceeds the Total
Facility Commitment, (E) the Aggregate Revolving Facility Exposure at such time that is
denominated in any Designated Foreign Currency exceeds the Maximum Foreign Exposure Amount,
(F) the Foreign Subsidiary Borrower Exposure exceeds the Maximum Foreign Exposure Amount,
(G) the Canadian Sub-Facility Exposure of any Canadian Lender exceeds such Canadian Lender’s
Canadian Commitment, (H) the Aggregate Canadian Sub-Facility Exposure exceeds the Total
Canadian Commitment, or (I) the aggregate principal amount of Swing Loans outstanding
exceeds the Swing Line Commitment, then, in the case of each of the foregoing, the
applicable Borrower or the Company shall prepay on such date the principal amount of Loans
and, after Loans have been paid in full, Unpaid Drawings, in an aggregate amount at least
equal to such excess and conforming in the case of partial prepayments of Loans to the
requirements as to the amounts of partial prepayments of Loans that are contained in subpart
(a) above; provided, however, that the Borrowers shall not be required to prepay Loans in
the case of clauses (E), (F), (G) or (H) above to the extent that the Foreign Subsidiary
Borrower Exposure, Canadian Sub-Facility Exposure, or Aggregate Canadian Sub-Facility
Exposure, as the case may be, exceeds the applicable maximum amount solely as a result of
fluctuations in the exchange rate applicable to any Designated Foreign Currency or Canadian
Dollars, as applicable, and only to the extent the applicable Foreign Exposure is not more
than 105% of the applicable maximum.




     (iii) Revolving Facility LC Outstandings Exceed Commitment. If on any date
(A) the Revolving Facility LC Outstandings exceed the Revolving Facility LC Commitment
Amount as then in effect, then the applicable LC Obligor or the Company shall pay to
the Global Agent an amount in cash equal to such excess and the Global Agent shall hold such
payment as security for the reimbursement obligations of the applicable LC Obligors
hereunder in respect of Revolving Facility Letters of Credit pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to the Global
Agent, each LC Issuer and the Company (which shall permit certain investments in Permitted
Investments satisfactory to the Global Agent, each LC Issuer and the Company until the
proceeds are applied to the secured obligations).



     (c) Particular Loans to be Prepaid. With respect to each repayment or prepayment of
Loans required by this Section, the Borrower making such repayment or prepayment shall designate
the Types of Loans that are to be repaid or prepaid and the specific Borrowing(s) pursuant to which
such repayment or prepayment is to be made; provided, however, that (i) such Borrower shall first
so designate all Loans that are Base Rate Loans and Fixed Rate Loans with Interest Periods ending
on the date of repayment or prepayment prior to designating any other Fixed Rate Loans for
repayment or prepayment, (ii) if the outstanding principal amount of Fixed Rate Loans made pursuant
to a Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such
repayment or prepayment, then all the Loans outstanding pursuant to such Borrowing shall, in the
case of Eurodollar Loans or BA Equivalent



46









 







Loans, be Converted into Base Rate Loans and, in the case of Foreign Currency Loans, be repaid
in full, and (iii) each repayment and prepayment of any Loans made pursuant to a Borrowing shall be
applied in accordance with Section 2.14(b). In the absence of a designation by a Borrower as
described in the preceding sentence, the Global Agent shall, subject to the above, make such
designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing
under Article III.



     (d) Breakage and Other Compensation. Any prepayment made pursuant to this Section
shall be accompanied by any amounts payable in respect thereof under Article III hereof.



     Section 2.14 Method and Place of Payment.



     (a) Generally. All payments made by any Borrower hereunder, under any Note or any
other Loan Document, shall be made without setoff, counterclaim or other defense.



     (b) Application of Payments. Except as specifically set forth elsewhere in this
Agreement and subject to Section 8.03, (i) all payments and prepayments of Loans (other than Swing
Loans) and Unpaid Drawings with respect to Letters of Credit shall be applied by the Global Agent
for the ratable benefit of the Lenders entitled thereto (based on each such Lender’s Payment
Sharing Percentage at the time of such payment) to pay or prepay such Loans or Unpaid Drawings,
(ii) all payments or prepayments of Swing Loans and payments of interest thereon shall be applied
to pay or prepay such Swing Loans and unpaid interest thereon, (iii) all payments of Fees shall be
applied as set forth in Section 2.11, and (iv) with respect to any other amounts, such amounts
shall be distributed by the Global Agent for the ratable account of the Lenders entitled thereto in
accordance with the terms of this Agreement.



     (c) Payment of Obligations. Except as set forth in subpart (d) below, all payments
under this Agreement with respect to any of the Obligations shall be made to the Global Agent on
the date when due and shall be made at the Payment Office in immediately available funds and,
except as set forth in the next sentence, shall be made in Dollars. With respect to any Foreign
Currency Loan, all payments (including prepayments) to any Lender of the principal of or interest
on such Foreign Currency Loan shall be made in the same Designated Foreign Currency as the original
Loan and with respect to any Revolving Facility Letter of Credit issued in a Designated Foreign
Currency, all Unpaid Drawings with respect to each such Revolving Facility Letter of Credit shall
be made in the same Designated Foreign Currency in which each such Revolving Facility Letter of
Credit was issued, unless the applicable LC Issuer agrees otherwise.



     (d) Canadian Obligations. All payments under this Agreement with respect to the
Canadian Obligations shall be made to the Canadian Administrative Branch of the Global Agent not
later than 11:00 A.M. (local time at the Canadian Payment Office) on the date when due and shall be
made at the Canadian Payment Office in immediately available funds and in Canadian Dollars.



     (e) Timing of Payments. Any payments under this Agreement that are made later than
11:00 A.M. (local time at the Payment Office or the Canadian Payment Office, as the case may be)
shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be
made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect immediately prior
to such extension.



     (f) Distribution to Lenders. Upon the Global Agent’s receipt of payments hereunder,
the Global Agent shall immediately distribute to each Lender or the applicable LC Issuer, as the
case may be, its ratable share (as determined in accordance with subpart (b) above), if any, of the
amount of principal, interest, and Fees received by it for the account of such Lender. Payments
received by the Global Agent in Dollars shall be delivered to the Lenders or the applicable LC
Issuer, as the case may be, in Dollars in immediately available funds. Payments received by the
Global Agent in any Designated Foreign Currency



47









 







or Canadian Dollars shall be delivered to the Lenders or the applicable LC Issuer, as the case
may be, in such Designated Foreign Currency or Canadian Dollars, as applicable, in same day funds;
provided, however, that if at any time insufficient funds are received by and available to the
Global Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees then due
hereunder then, except as specifically set forth elsewhere in this Agreement and subject to Section
8.03, such funds shall be applied (i) first, towards payment of interest and Fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and Fees then due to such parties, and (ii) second, towards payment of principal and Unpaid
Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and Unpaid Drawings then due to such parties.



     Section 2.15 Authority of Company; Liability of Foreign Subsidiary Borrowers.



     (a) Authority of the Company. Each Foreign Subsidiary Borrower hereby irrevocably
designates and appoints the Company as its agent under this Agreement and the other Loan Documents
and hereby irrevocably authorizes the Company to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such powers (including,
but not limited to, requesting a Loan or Letter of Credit for such Foreign Subsidiary Borrowers
hereunder) and perform such duties as such Foreign Subsidiary Borrower could exercise on its own
(which the Company may, but shall not be obligated to, do), together with such other powers as are
reasonably incidental thereto, with all such actions by the Company that purport to be on behalf of
any Foreign Subsidiary Borrower being sufficient, without any further action or authorization by
such Foreign Subsidiary Borrower, to bind such Foreign Subsidiary Borrower. The Global Agent, the
Lenders and each LC Issuer shall be entitled to rely upon all statements, certificates, notices,
consents, affidavits, letters, cablegrams, telegrams, facsimile transmissions, electronic
transmissions, e-mails, telex or teletype messages, orders or other documents or conversations
furnished or made by the Company pursuant to any of the provisions of this Agreement or any of the
other Loan Documents, or otherwise in connection with the transactions contemplated by the Loan
Documents, as being made or furnished on behalf of, and with the effect of irrevocably binding,
each Foreign Subsidiary Borrower, without any duty to ascertain or to inquire as to the authority
of the Company in so doing. Notwithstanding the foregoing, the Global Agent, the Lenders and each
LC Issuer may also rely on or act in accordance with directions or instructions coming directly
from any such Foreign Subsidiary Borrower.



     (b) Foreign Revolving Facility Borrowers. The parties intend that this Agreement
shall in all circumstances be interpreted to provide that each Foreign Revolving Facility Borrower
is liable only for Loans made to such Foreign Revolving Facility Borrower, interest on such Loans,
such Foreign Revolving Facility Borrower’s reimbursement obligations with respect to any Revolving
Facility Letter of Credit issued for its account and its ratable share of any of the other
Obligations, including, without limitation, general fees, reimbursements and charges hereunder and
under any other Loan Document that are attributable to it. The liability of any Foreign Revolving
Facility Borrower for the payment of any of the Obligations or the performance of its covenants,
representations and warranties set forth in this Agreement and the other Loan Documents shall be
several from but not joint with the Obligations of any other Borrower. Nothing in this Section is
intended to limit, nor shall it be deemed to limit, any of the liability of the Company for any of
the Obligations, whether in its primary capacity as a Borrower, pursuant to its guaranty
obligations set forth in Article X, at law or otherwise.



     Section 2.16 Eligibility and Addition/Release of Foreign Subsidiary Borrowers.



     (a) No Foreign Subsidiary Borrowers as of the Closing Date. The parties hereto
acknowledge that there are no Foreign Revolving Facility Borrowers and is no Canadian Borrower as
of the Closing Date and, as such, no Foreign Subsidiary of the Company shall be permitted to
request or receive the proceeds of any Borrowing nor shall any Letter of Credit be issued for its
account until such time as one or



48









 







more Foreign Subsidiary Borrowers or a Canadian Borrower are added as Borrowers in accordance
with the provisions hereof and of Section 5.02.



     (b) Eligibility of Foreign Subsidiaries. At any time, at the request of the Company,
(i) a Schedule 5 Foreign Subsidiary or, (ii) with the consent of the Global Agent and the Lenders,
a Foreign Subsidiary organized under the laws of any other jurisdiction, may become a Foreign
Subsidiary Borrower hereunder, provided that (i) only a Foreign Subsidiary that is organized under
the laws of Canada or any Province thereof may become the Canadian Borrower and no Foreign
Subsidiary organized under the laws of Canada or any Province thereof may become a Foreign
Revolving Facility Borrower; (ii) prior to becoming a Foreign Subsidiary Borrower, the Company has
provided to the Global Agent a written request signed by the Company and such Foreign Subsidiary,
that such Foreign Subsidiary be designated as a Foreign Subsidiary Borrower pursuant to the terms
of this Agreement; (iii) such Foreign Subsidiary shall be a wholly-owned Subsidiary of the Company;
(iv) the Company and such Foreign Subsidiary shall have satisfied the conditions precedent set
forth in Section 5.02; (v) other than with respect to a Schedule 5 Foreign Subsidiary, the addition
of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in
withholding tax liability or other adverse tax consequences or adverse legal impact to the Global
Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or
any Lender not being a Qualifying Lender; (vi) with respect to a Schedule 5 Foreign Subsidiary, the
addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in
withholding tax liability or other adverse tax consequences or adverse legal impact to the Global
Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or
any Lender not being a Qualifying Lender, provided that any failure to satisfy the foregoing
conditions in this subclause (vi) shall result solely from a change in law occurring after the
Closing Date; (vii) other than with respect to a Schedule 5 Foreign Subsidiary, at the time of the
request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and
after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower,
each Lender shall be a Qualifying Lender and no Event of Default shall exist or begin to exist; and
(viii) with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company
that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the
addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a
Qualifying Lender (provided that a failure of a Lender to be a Qualifying Lender shall result
solely from a change in law occurring after the Closing Date) and no Event of Default shall exist
or begin to exist.



     (c) Notification to Lenders. Upon satisfaction by the Company and any Foreign
Subsidiary of the requirements set forth in subpart (b) above, and the Global Agent’s satisfaction
that the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder is
appropriately documented pursuant to this Agreement and the other Loan Documents, the Global Agent
shall promptly notify the Company, such Foreign Subsidiary and the Lenders thereof, and shall
notify the Lenders whether such Foreign Subsidiary is the Canadian Borrower or a Foreign Revolving
Facility Borrower, whereupon such Foreign Subsidiary shall be designated a “Foreign Subsidiary
Borrower” pursuant to the terms and conditions of this Agreement, and such Foreign Subsidiary shall
become bound by all representations, warranties, covenants, provisions and conditions of this
Agreement and each other Loan Document applicable to the Foreign Subsidiary Borrowers as if such
Foreign Subsidiary Borrower had been the original party making such representations, warranties and
covenants.



     (d) Release of Foreign Subsidiary Borrowers. Upon written request of the Company and
any Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower may be released as a Foreign
Subsidiary Borrower hereunder, so long as (i) such Foreign Subsidiary Borrower does not have any
Credit Facility Exposure owing to any Lender at such time and has paid all accrued and unpaid
interest and fees, if any, owing by it, and (ii) no Event of Default shall exist or immediately
thereafter shall begin to exist. No such release shall be effective until confirmed by the Global
Agent to the Company, such Foreign Subsidiary Borrower and the Lenders in writing, which the Global
Agent agrees to do forthwith upon satisfaction of



49









 







the preceding clauses (i) and (ii). The Lenders hereby authorize the Global Agent to release
such Foreign Subsidiary Borrower in accordance with the terms and conditions of this subpart and
agree that the Global Agent may execute and deliver such documents or agreements as the Global
Agent shall deem necessary or appropriate in connection therewith. No release of a Foreign
Subsidiary Borrower shall affect the Company’s obligations under Article X of this Agreement or any
other Credit Party’s obligations under the Domestic Credit Party Guaranty.



     Section 2.17 Increase in Credit Facility.



     (a) The Company may, by written notice to the Global Agent from time to time, request that the
Total Facility Commitment be increased by an amount not to exceed the Incremental Facility Amount
at such time. Upon the approval of such request by the Global Agent (which approval shall not be
unreasonably withheld), the Global Agent shall deliver a copy thereof to each Lender with a
Facility Commitment. Such notice shall set forth the amount of the requested increase in the Total
Facility Commitment (which shall be in minimum increments of $25,000,000 and a minimum amount of
$25,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which
such increase is requested to become effective (which shall be not less than 10 Business Days nor
more than 60 days after the date of such notice and which, in any event, must be on or prior to the
Credit Facility Termination Date), and shall offer each such Lender the opportunity to increase its
Facility Commitment by its Fixed Commitment Percentage of the proposed increased amount. Each such
Lender shall, by notice to the Company and the Global Agent given not more than 10 days after the
date of the Global Agent’s notice, either agree to increase its Facility Commitment by all or a
portion of the offered amount (each such Lender so agreeing being an “Increasing Revolving
Lender”) or decline to increase its Facility Commitment (and any such Lender that does not
deliver such a notice within such period of 10 days shall be deemed to have declined to increase
its Facility Commitment, and each Lender so declining or being deemed to have declined being a
“Non-Increasing Revolving Lender”). In the event that, on the 10th day after
the Global Agent shall have delivered a notice pursuant to the second sentence of this paragraph,
the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase
their Facility Commitments by an aggregate amount less than the increase in the Total Facility
Commitment requested by the Company, the Company may arrange for one or more banks or other
entities (any such bank or other entity referred to in this clause being an “Augmenting
Revolving Lender”), which may include any Lender, to extend Facility Commitments or increase
their existing Facility Commitments in an aggregate amount equal to the unsubscribed amount;
provided that each Augmenting Revolving Lender, if not already a Lender with a Facility Commitment
hereunder, shall be subject to the approval of the Global Agent (which approval shall not be
unreasonably withheld) and the Company and each Augmenting Revolving Lender shall execute all such
documentation as the Global Agent shall reasonably specify to evidence its Facility Commitment
and/or its status as a Lender with a Facility Commitment hereunder. Any increase in the Total
Facility Commitment may be made in an amount that is less than the increase requested by the
Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting
Revolving Lenders.



     (b) Each of the parties hereto agrees that the Global Agent may take any and all actions as
may be reasonably necessary to ensure that, after giving effect to any increase in the Total
Facility Commitment pursuant to this Section 2.17, the outstanding Revolving Loans (if any) are
held by the Lenders with Facility Commitments in accordance with their new Fixed Commitment
Percentages. This may be accomplished at the discretion of the Global Agent (w) by requiring the
outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings, (x) by
causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to
Increasing Revolving Lenders and Augmenting Revolving Lenders, (y) by permitting the Revolving
Borrowings outstanding at the time of any increase in the Total Facility Commitment pursuant to
this Section 2.17 to remain outstanding until the last days of the respective Interest Periods
therefor, even though the Lenders would hold such Revolving Borrowings other than in accordance
with their new Fixed Commitment Percentages,



50









 







or (z) by any combination of the foregoing. Notwithstanding the foregoing, in order to
eliminate any break funding liability to any Borrower, if, upon the date of any increase in the
Total Facility Commitment pursuant to this Section 2.17, there is an unpaid principal amount of
Revolving Loans outstanding to the Borrower, the principal outstanding amount of all such Revolving
Loans shall (A) in the case of such Revolving Loans which are Base Rate Loans, be immediately
prepaid by the Borrower (but all such Revolving Loans may, on the terms and conditions, be
reborrowed on such date on a pro rata basis, based on the revised Commitments as then in effect)
and (B) in the case of such Revolving Loans which are Eurodollar Loans, continue to remain
outstanding (notwithstanding any other requirement in this Agreement that such Revolving Loans be
held on a pro rata basis based on the revised Commitments as then in effect) until the end of the
then current Interest Period therefore, at which time such Eurodollar Loans shall be paid by the
Borrower (but all such Revolving Loans may, on the terms and conditions hereof, be reborrowed on
such date on a pro rata basis, based on the Commitments as then in effect). Any prepayment or
assignment described in this paragraph (b) shall be without premium or penalty.



     (c) Notwithstanding the foregoing, no increase in the Total Facility Commitment (or in the
Facility Commitment of any Lender) or addition of a new Lender shall become effective under this
Section 2.17 unless, (x) on the date of such increase, the conditions set forth in Section 5.03
shall be satisfied and the Global Agent shall have received a certificate to that effect dated such
date and executed by a Financial Officer of the Company, and (y) the Global Agent shall have
received (with sufficient copies for each of the Lenders with Facility Commitments) legal opinions,
board resolutions and an officer’s certificate consistent with those delivered on the Closing Date
under Section 5.01.



ARTICLE III




TAXES, INCREASED COSTS AND ILLEGALITY




     Section 3.01 Increased Costs, Illegality, etc.



     (a) In the event that (x) in the case of clause (i) below, the Global Agent or (y) in the case
of clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable basis (which
determination shall, absent manifest error, be final and conclusive and binding upon all parties
hereto):




     (i) on any date for determining the interest rate applicable to any Fixed Rate Loan for
any Interest Period that, by reason of any changes arising after the Closing Date, adequate
and fair means do not exist for ascertaining the applicable interest rate on the basis
provided for in this Agreement for such Fixed Rate Loan; or




     (ii) subject to Sections 2.09(h) and 3.03 and clauses (d), (e) and (f) below, at any
time, that such Lender has incurred increased costs or reductions in the amounts received or
receivable by it hereunder in an amount that such Lender deems material with respect to any
Fixed Rate Loans (other than any Excluded Taxes) because of any change since the Closing
Date in any applicable law, governmental rule, regulation, guideline, order or request, or
in the interpretation or administration thereof and including the introduction of any new
law or governmental rule, regulation, guideline, order or request (such as, for example, but
not limited to, a change in official reserve requirements, but, in all events, excluding
reserves already includable in the interest rate applicable to such Fixed Rate Loan pursuant
to this Agreement) (“Increased Costs”); or




     (iii) at any time, that the making or continuance of any Fixed Rate Loan has become
unlawful by compliance by such Lender in good faith with any change since the Closing Date
in any law, governmental rule, regulation, guideline or order, or the interpretation or
application thereof, or would conflict with any thereof not having the force of law but with
which such Lender customarily complies, or has become impracticable as a result of a
contingency occurring after the



51









 






Closing Date that materially adversely affects the London interbank market or the
Canadian commercial banking market;


then, and in each such event, such Lender (or the Global Agent in the case of clause (i)
above) shall (x) on or promptly following such date or time and (y) within 10 Business Days of the
date on which such event no longer exists give notice (by telephone confirmed in writing) to the
Company and to the Global Agent of such determination (which notice the Global Agent shall promptly
transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, the
affected Type of Fixed Rate Loans shall no longer be available until such time as the Global Agent
notifies the Borrowers and the Lenders that the circumstances giving rise to such notice by the
Global Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion
given by any Borrower with respect to such Type of Fixed Rate Loans that have not yet been
incurred, Converted or Continued shall be deemed rescinded by the applicable Borrower or, in the
case of a Notice of Borrowing other than a Borrowing of Foreign Currency Loans, shall, at the
option of such Borrower, be deemed converted into a Notice of Borrowing for Base Rate Loans to be
made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii)
above, the applicable Borrower shall pay to such Lender, within 15 days after demand by such
Lender, such additional amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender shall reasonably determine) as shall be required
to compensate such Lender, for such increased costs or reductions described in clause (ii) above in
amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender,
showing the basis for the calculation thereof, which basis must be reasonable and giving reasonable
details of the circumstances giving rise to such claim, submitted to such Borrower by such Lender
shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z)
in the case of clause (iii) above, such Borrower shall take one of the actions specified in Section
3.01(b) as promptly as possible and, in any event, within the time period required by law.




     (b) At any time that any Fixed Rate Loan is affected by the circumstances described in Section
3.01(a)(ii) or (iii), the applicable Borrower may (and in the case of a Fixed Rate Loan affected
pursuant to Section 3.01(a)(iii) such Borrower shall) either (i) if the affected Fixed Rate Loan is
then being made pursuant to a Borrowing, by giving the Global Agent telephonic notice (confirmed
promptly in writing) thereof on the same date that such Borrower was notified by a Lender pursuant
to Section 3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing other than
a Borrowing of Foreign Currency Loans, convert the related Notice of Borrowing into one requesting
a Borrowing of Base Rate Loans or require the affected Lender to make its requested Loan as a Base
Rate Loan, or (ii) if the affected Fixed Rate Loan is then outstanding, upon at least one Business
Day’s notice to the Global Agent, require the affected Lender to Convert each such Fixed Rate Loan
into a Base Rate Loan or, in the case of a Foreign Currency Loan, prepay in full such Foreign
Currency Loan; provided, however, that if more than one Lender is affected at any time, then all
affected Lenders must be treated the same pursuant to this Section 3.01(b).



     (c) Subject to clauses (d), (e) and (f) below and with respect to Fixed Rate Loans only, if
any Lender shall have determined that after the Closing Date, the adoption of any applicable law,
rule or regulation regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged by law with the interpretation or administration thereof, or compliance by such
Lender or its parent corporation with any request or directive regarding capital adequacy (whether
or not having the force of law) of any such authority, central bank, or comparable agency, in each
case made subsequent to the Closing Date, has or would have the effect of reducing by an amount
reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its
parent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations
hereunder to a level below that which such Lender or its parent corporation could have achieved but
for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or
its parent corporation’s policies with respect to capital adequacy), then



52









 







from time to time, within 15 days after demand by such Lender (with a copy to the Global
Agent), the applicable Borrower(s) shall pay to such Lender such additional amount or amounts as
will compensate such Lender or its parent corporation for such reduction. Each Lender, upon
determining in good faith that any additional amounts will be payable pursuant to this Section
3.01(c), will give prompt written notice thereof to the applicable Borrower(s), which notice shall
set forth, in reasonable detail and giving reasonable details of the circumstances giving rise to
such claim, the basis of the calculation of such additional amounts, which basis must be
reasonable, although the failure to give any such notice shall not release or diminish any of such
Borrower’s obligations to pay additional amounts pursuant to this Section 3.01(c) upon the
subsequent receipt of such notice.



     (d) Notwithstanding anything in this Agreement to the contrary, (i) no Lender shall be
entitled to compensation or payment or reimbursement of other amounts under Section 3.01 or Section
3.04 for any amounts incurred or accruing more than 120 days prior to the giving of notice to the
applicable Borrower of additional costs or other amounts of the nature described in such Sections,
(ii) no Lender shall demand compensation for any reduction referred to in Section 3.01(c) or
payment or reimbursement of other amounts under Section 3.04 if it shall not at the time be the
general policy or practice of such Lender to demand such compensation, payment or reimbursement in
similar circumstances under comparable provisions of other credit agreements and (iii) for purposes
of amounts borrowed by the Canadian Borrower, no Lender shall be entitled to additional amounts
under Section 3.01 to the extent that such Lender fails to deal with the Canadian Borrower on an
arm’s length basis within the meaning of the Income Tax Act (Canada).



     (e) Notwithstanding anything in this Agreement to the contrary, no Lender shall be entitled to
compensation or payment or reimbursement of other amounts under Section 3.01 or Section 3.04 for
any amounts to the extent any such amount or increased cost is attributable to the implementation
or application of, or compliance with, the “International Convergence of Capital Measurement and
Capital Standards, a Revised Framework” published by the Basle Committee on Banking Supervision in
June 2004 or any other law or regulation which implements Basle II (whether such implementation,
application or compliance is by a government, regulator, Lender or any of its Affiliates).



     (f) Section 3.01 does not apply to the extent any Increased Cost is attributable to the breach
by the relevant Lender or its Affiliates of any law, rule or regulation, or a failure by the
relevant Lender or its Affiliates to make any required filing with any regulatory authority.



     Section 3.02 Breakage Compensation. Each Borrower shall compensate each applicable
Lender (including the Swing Line Lender), upon its written request (which request shall set forth
the detailed basis for requesting and the method of calculating such compensation), for all
reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost,
expense or liability incurred by reason of the liquidation or reemployment of deposits or other
funds required by such Lender to fund its Fixed Rate Loans or Swing Loans and costs associated with
foreign currency hedging obligations incurred by such Lender in connection with any Fixed Rate
Loan, but excluding any loss of the Applicable Margin on such Loans) which such Lender may sustain
in connection with any of the foregoing: (i) if for any reason (other than a default by such
Lender or the Global Agent) a Borrowing of Fixed Rate Loans or Swing Loans does not occur on a date
specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (whether or
not withdrawn by such Borrower or deemed withdrawn pursuant to Section 3.01(a)); (ii) if any
repayment, prepayment, Conversion or Continuation of any of its Fixed Rate Loans occurs on a date
that is not the last day of an Interest Period applicable thereto or any Swing Loan is paid prior
to the Swing Loan Maturity Dave applicable thereto; (iii) if any prepayment of any of its Fixed
Rate Loans is not made on any date specified in a notice of prepayment given by such Borrower; (iv)
as a result of an assignment by a Lender of any Fixed Rate Loan other than on the last day of the
Interest Period applicable thereto pursuant to a request by such Borrower pursuant to Section
3.05(b); or (v) as a consequence of (x) any other default by such Borrower to repay or prepay its
Fixed Rate Loans when



53









 







required by the terms of this Agreement or (y) an election made pursuant to Section 3.05(b).
The written request of any Lender setting forth any amount or amounts that such Lender is entitled
to receive pursuant to this Section (and a reasonable level of detail as to the basis of
calculation of such amounts) shall be delivered to the Company and each other Borrower responsible
therefor and shall be conclusive absent manifest error. Each Borrower shall pay such Lender the
amount shown as due on any such request within 10 days after receipt thereof.



     Section 3.03 Net Payments.



     (a) All payments made by each Borrower hereunder, under any Note or any other Loan Document,
and all payments made by the Company pursuant to its guaranty obligations under Article X, shall be
made without setoff, counterclaim or other defense. All such payments will be made free and clear
of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties,
fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction
or by any political subdivision or taxing authority thereof or therein with respect to such
payments (but excluding, except as provided in the second succeeding sentence, any (A) franchise
tax (imposed in lieu of net income taxes) and taxes imposed on or measured by the net income of a
Lender pursuant to (i) the laws of the jurisdiction under which such Lender is organized or the
jurisdiction in which the principal office or the Domestic Lending Office or Foreign Lending Office
of such Lender, as applicable, is located or any subdivision thereof or therein or (ii) the laws of
any jurisdiction as a result of a present or former connection between such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from the Lender’s
having executed, delivered or performed its obligations or received a payment under, or enforced,
this Agreement, any Note or any other Loan Document) and (B) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other jurisdiction described in
clause (A) above (all such taxes described in this parenthetical, as modified by the proviso at the
end of the succeeding sentence, being referred to collectively as “Excluded Taxes”)), and
all interest, penalties or similar liabilities with respect to such non-Excluded Taxes, levies,
imposts, duties, fees, assessments or other charges (all such non-Excluded Taxes, levies, imposts,
duties, fees, assessments or other charges being referred to collectively as “Taxes”). If
any Taxes are so levied or imposed, the applicable Borrower agrees to pay such additional amounts
as may be necessary so that every payment by it of all amounts due hereunder, under any Note or
under any other Loan Document, after withholding or deduction for or on account of any Taxes will
not be less than the amount provided for herein or in such Note or in such other Loan Document;
provided, however, that to the extent that any such payment, on the date that such payment falls
due, could have been made without any such deduction or withholding if such payment were made to a
Qualifying Lender, but the Lender to which such payment is made has ceased to be a Qualifying
Lender other than as a result of any change in law occurring after the date of this Agreement, then
such Borrower shall not be required to pay such additional amounts attributable to such Lender’s
failure to be a Qualifying Lender. Each Qualifying Lender whose qualifying status is based upon a
double tax treaty, or a relevant tax law in a jurisdiction of the relevant Borrower, shall
cooperate in completing any procedural formalities (including, without limitation, the completion
and provision of the Internal Revenue Service Forms, the Withholding Certificate and an Exemption
Certificate (if applicable) as described in Section 3.03(b)) necessary to obtain such Qualifying
Lender status and shall promptly inform the Borrowers and the Global Agent of any change affecting
its Qualifying Lender status. If any amounts are payable in respect of Taxes pursuant to the
sentence before the preceding sentence, such Borrower agrees to reimburse each Lender, within 15
Business Days of a written request of such Lender for taxes imposed on or measured by the net
income of such Lender by reason of the payment of such Taxes and net of any tax benefits received
by such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in
which the principal office or Domestic Lending Office or Foreign Lending Office of such Lender is
located, as the case may be, or under the laws of any political subdivision or taxing authority of
any such jurisdiction in which the principal office or the Domestic Lending Office or Foreign
Lending Office of such Lender is located, as the case may be, and for any withholding of taxes



54









 







measured by net income imposed by any relevant jurisdiction of the Borrowers, the United
States of America or, in the case of any Canadian Lender, Canada as such Lender shall determine are
payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of
such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf
of such Lender pursuant to this sentence, which request shall be accompanied by a statement from
such Lender setting forth, in reasonable detail, the computations used in determining such amounts.
Each Borrower will furnish to the Global Agent within 45 days after the date the payment of any
Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law
certified copies of tax receipts, or other evidence satisfactory to the respective Lender,
evidencing such payment by such Borrower. Each Borrower will indemnify and hold harmless the
Global Agent and each Lender, and reimburse the Global Agent or such Lender upon its written
request, for the amount of any Taxes attributable to such Borrower so levied or imposed and paid or
withheld by such Lender.



     (b) (i) Each Lender that becomes a Lender on the Closing Date shall be a Qualifying Lender.
Each Lender and Participant agrees to provide to the Company and the Global Agent on or prior to
the Closing Date, or in the case of a Participant or a Lender that is an assignee or transferee of
an interest under this Agreement pursuant to Section 11.05 (unless the respective Lender or
Participant was already a Lender or Participant hereunder immediately prior to such assignment or
transfer and such Lender or Participant is in compliance with the provisions of this Section),
prior to the date of such assignment or transfer to such Lender or Participant, and from time to
time thereafter if required by the Company or the Global Agent: (1) either (x) two accurate and
complete original signed copies of Internal Revenue Service Forms W-9, W-8BEN, W-8ECI, W-8EXP or
W-8IMY (or successor, substitute or other appropriate forms) certifying to such Lender’s or
Participant’s entitlement to a complete exemption from, or a reduced rate of withholding from,
United States withholding tax with respect to payments to be made under this Agreement, any Note or
any other Loan Document, or (y) in the case of a Lender or Participant that is not incorporated or
organized under the laws of the United States or a state therein and is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Code claiming exemption from U.S. federal withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a
certificate substantially in the form of Exhibit H (any such certificate, an “Exemption
Certificate”) and an Internal Revenue Service Form W-8BEN or, in either case, any subsequent
versions thereof or successors thereto, properly completed and duly executed by such Lender or
Participant claiming complete exemption from U.S. federal withholding tax on all interest payments
by the Borrowers made under this Agreement, any Note or any other Loan Document, (2) a certificate
substantially in the form of Exhibit I (any such certificate, a “Witholding Certificate”),
executed by an authorized officer of such Lender and other appropriate documentation certifying to
such Lender’s or Participant’s entitlement to a complete exemption from, or rate of, withholding
tax under the relevant tax law (as modified by any relevant double tax treaty) in each relevant
jurisdiction of the Borrowers with respect to payments of interest to be made under this Agreement,
any Note or any other Loan Document and (3) a certificate substantially in the form of Exhibit J
(any such certificate, a “Qualifying Certificate”), executed by an authorized officer of
such Lender or Participant, certifying to such Lender’s or Participant’s status as a Swiss
Qualifying Lender. In addition, each Lender and Participant agrees that from time to time after the
Closing Date, when a lapse in time or change in circumstances renders the previous certification
obsolete or inaccurate in any material respect, it will deliver to the Company and the Global Agent
(or, in the case of a Participant, to the Lender from which the related participation shall have
been purchased) two new accurate and complete original signed copies of the applicable Internal
Revenue Service Form, an Exemption Certificate (if applicable), a Withholding Certificate and a
Qualifying Certificate and related documentation, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender or Participant to a
continued exemption from, or rate of, withholding tax in each relevant jurisdiction of the Borrower
with respect to payments under this Agreement, any Note or any other Loan Document.



          (ii) Each Lender and Participant that is not incorporated or organized under the laws of the
jurisdiction under which a Foreign Subsidiary Borrower is incorporated or organized or is not a



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resident for taxation purposes of such Foreign Subsidiary Borrower’s country of tax residence,
shall deliver to the Global Agent, the Company, and the applicable Governmental Authority (if
required), prior to the date such Lender or Participant becomes a Lender or Participant under this
Agreement, any form or certificate required in order that any payment by such Foreign Subsidiary
Borrower under this Agreement or a Note to the Lender may be made without, or at a reduced rate of,
withholding tax imposed on such payment under the laws of the jurisdiction under which such Foreign
Subsidiary Borrower is incorporated or organized or is otherwise a resident for taxation purposes.




          (iii) Notwithstanding anything to the contrary contained in Section 3.03(a), but subject to
Section 11.05(c) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to
the extent it is required to do so by law, to deduct or withhold Taxes imposed by each relevant
jurisdiction of the Borrowers (or any political subdivision or taxing authority thereof or therein)
from interest, fees or other amounts payable hereunder for the account of any Lender that has not
provided to the Company such Internal Revenue Service Forms, Exemption Certificate (if applicable)
and Withholding Certificate and related documentation that establish a complete exemption from
withholding and (y) no Borrower shall be obligated pursuant to Section 3.03(a) hereof to gross-up
payments to be made to a Lender in respect of Taxes of such Lender or any additional amounts with
respect thereto (A) if such Lender (or related Participant) has not provided to the Company the
Internal Revenue Service Forms or statement required to be provided to the Company pursuant to this
Section 3.03(b), (B) if the Company has been provided a Withholding Certificate from such Lender
(or related Participant) providing for a zero rate of withholding tax under the relevant tax law in
each relevant jurisdiction of the Borrowers with respect to payments of interest to be made under
this Agreement, which Withholding Certificate has proven to be inaccurate, (C) if the Lender was
not a Qualifying Lender on the date that it became a Lender under this Agreement, or (D) to the
extent that such forms do not establish a complete exemption from withholding of such Taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this
Section 3.03 and except as specifically provided for in Section 11.05(c), each Borrower agrees to
pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a)
(without regard to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any Taxes deducted or withheld by it as described in the previous sentence as a result
of any changes after the date that such Lender became a Lender under this Agreement in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of income or similar Taxes.




     (c) If (i) a Lender or the Global Agent is entitled to claim a refund from a Governmental
Authority in respect of Taxes or Other Taxes as to which indemnification has been paid by any
Borrower pursuant to this Section or Section 11.01 and (ii) such Lender or the Global Agent, in its
sole opinion, reasonably determines the amount of such refund, net of any costs incurred in
pursuing such refund, is material, it shall make a timely claim to such Governmental Authority for
such refund. If any Lender, in its sole opinion, reasonably determines that it has finally and
irrevocably received or been granted a refund in respect of any Taxes or Other Taxes paid as to
which indemnification has been paid by any Borrower pursuant to this Section, or Section 11.01, it
shall promptly remit to such Borrower such refund (including any interest received in respect
thereof), net of all out-of-pocket costs and expenses incurred in obtaining the refund; provided,
however, that such Borrower agrees to promptly return any such refund (including any interest
received in respect thereof) to such Lender in the event such Lender is required to repay such
refund to the relevant taxing authority. Any such Lender shall provide such Borrower with a copy
of any notice of assessment from the relevant taxing authority (redacting any unrelated
confidential information contained therein) requiring repayment of such refund. Nothing contained
herein shall impose an obligation on any Lender to apply for any such refund.



     (d) Notwithstanding anything in this Agreement to the contrary, for purposes of payments made
by any Canadian Borrower, no Lender shall be entitled to additional amounts under Section 3.03 to



56









 







the extent that such Lender fails to deal with such Canadian Borrower on an arm’s length basis
within the meaning of the Income Tax Act (Canada).



     (e) Swiss Borrower.




     (i) Notwithstanding anything to the contrary contained in Section 3.03(a), for purposes
of interest payments made by a Swiss Obligor, no Lender shall be entitled to additional
amounts under Section 3.03, or to an indemnity, or may claim an increased interest rate
other than to the extent permitted under Section 2.09(h), if the Swiss Obligor had to make a
withholding or deduction for or on account of Swiss withholding taxes as a result of an
assignment by a Lender pursuant to Section 11.05(c) to one or more Eligible Assignees that
are not Swiss Qualifying Lenders or the grant of a participation to a Person who is not a
Swiss Qualifying Lender (unless such participation would qualify as a Qualifying
Participation).




     (ii) Subject to Section 2.09(h), in the case of a tax deduction due to the application
of Swiss Withholding Tax, if a tax deduction is required by law to be made by the Swiss
Borrower or any other Credit Party, the amount of the payment due from the Swiss Borrower or
such Credit Party shall be increased to an amount which (after making any tax deduction)
leaves an amount equal to the payment which would have been due if no tax deduction had been
required.




     (iii) Neither the Swiss Borrower nor any other Credit Party is required to make an
increased payment to a Lender under clause (ii) above for a tax deduction in respect of Tax
imposed by the Swiss Borrower or such Credit Party’s relevant jurisdiction from a payment,
if on the date on which the payment falls due:




(A) the tax deduction is on account of Swiss Withholding Tax and the relevant
Lender is compensated for by an increased payment under paragraph Section
2.09(h)(ii); or




(B) the tax deduction is on account of Swiss Withholding Tax and the relevant
Lender would have been compensated for by an increased payment under Section
2.09(h)(ii), but was not so compensated solely because one of the exclusions
in Section 2.09(h)(iv) applied.




     (iv) Each Lender that is a Swiss Qualifying Lender represents, warrants and undertakes
that for as long as any Loan under the Revolving Facility is outstanding, it is and will use
its commercially reasonable efforts to continue to qualify as a Swiss Qualifying Lender.
Any Lender that ceases to be a Swiss Qualifying Lender shall promptly notify the Company
that it has ceased to be a Swiss Qualifying Lender. If as a result of such event the number
of Swiss Non-Qualifying Lenders under the Revolving Facility exceeds ten, the Company,
without limiting any of its rights under Section 2.09(h)(iv), shall have the right to
request that the respective Lender assigns or transfers by novation all of its rights and
obligations under the Revolving Facility to a new Lender qualifying as a Swiss Qualifying
Lender or another existing Lender qualifying as a Swiss Qualifying Lender, all in accordance
with Section 11.05(c) and Section 11.05(f).



     Section 3.04 Increased Costs to LC Issuers. Subject to Section 3.01(e) above, if
after the Closing Date, the adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any LC Issuer or any Lender with any request or directive (whether or not
having the force of law) by any such authority, central bank or comparable agency (in each case
made subsequent to the Closing Date) shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against



57









 







Letters of Credit issued by such LC Issuer or such Lender’s participation therein, or (ii)
shall impose on such LC Issuer or any Lender any other conditions affecting this Agreement, any
Letter of Credit or such Lender’s participation therein; and the result of any of the foregoing is
to increase the cost to such LC Issuer or such Lender of issuing, maintaining or participating in
any Letter of Credit, or to reduce the amount of any sum received or receivable by such LC Issuer
or such Lender hereunder (other than any increased cost or reduction in the amount received or
receivable resulting from the imposition of or a change in the rate of taxes or similar charges),
then, within 15 days after demand to the applicable Borrowers by such LC Issuer or such Lender (a
copy of which notice shall be sent by such LC Issuer or such Lender to the Global Agent), each such
Borrower shall pay to such LC Issuer or such Lender such additional amount or amounts as will
compensate any such LC Issuer or such Lender for such increased cost or reduction. A certificate
submitted to such Borrower by any LC Issuer or any Lender, as the case may be (a copy of which
certificate shall be sent by such LC Issuer or such Lender to the Global Agent), setting forth, in
reasonable detail, the basis for the determination of such additional amount or amounts necessary
to compensate any LC Issuer or such Lender as aforesaid shall be conclusive and binding on such
Borrower absent manifest error, although the failure to deliver any such certificate shall not
release or diminish any of such Borrower’s obligations to pay additional amounts pursuant to this
Section. The obligation of a Borrower to pay any additional amounts pursuant to this Section 3.04
does not apply to the extent any such increased cost or reduction in the amount received or
receivable by an LC Issuer or a Lender is attributable to the breach by the relevant LC Issuer,
Lender or an Affiliate of the relevant claimant of any law, rule or regulation, or a failure by the
relevant LC Issuer, Lender or its Affiliate of the relevant claimant to make any required filing
with any regulatory authority.



     Section 3.05 Change of Lending Office; Replacement of Lenders.



     (a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of
Section 3.01(a)(ii) or (iii), Section 3.01(c), Section 3.03 or Section 3.04 with respect to such
Lender, it will, if requested by the Company, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another Domestic Lending Office or Foreign Lending
Office for any Loans or Commitments affected by such event; provided, however, that such
designation is made on such terms that such Lender and its Domestic Lending Office or Foreign
Lending Office, as the case may be, suffer no economic, legal or regulatory disadvantage, with the
object of avoiding the consequence of the event giving rise to the operation of any such Section.



     (b) If (i) any Lender requests any compensation, reimbursement or other payment under Section
3.01(a)(ii) or (iii), 3.01(c) or Section 3.04 with respect to such Lender, (ii) any Borrower is
required to pay any additional amount to any Lender or Governmental Authority pursuant to Section
3.03, (iii) any Lender is a Defaulting Lender or (iv) any Lender refused to consent to any
amendment, waiver or other modification of any Loan Document requested by the Company that requires
the consent of a greater percentage of the Lenders than the Required Lenders and such amendment,
waiver or other modification is consented to by the Required Lenders, then the Company may, at its
sole expense, upon notice to such Lender and the Global Agent, require such Lender to assign and
delegate, without recourse (in accordance with the restrictions contained in Section 11.05(c)), all
its interests, rights and obligations under this Agreement to an Eligible Assignee that, so long as
no Event of Default shall have occurred and is continuing, is not subject to any Taxes, which
Eligible Assignee shall assume such obligations; provided, however, that (x) the Company shall have
received the prior written consent of the Global Agent, which consent shall not be unreasonably
withheld or delayed, (y) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the applicable Borrower or Borrowers (in the case of all other amounts,
including any breakage compensation under Section 3.02 hereof), and (z) in the case of any such
assignment resulting from a claim for compensation, reimbursement or other payments required to be
made under Section 3.01(a)(ii) or (iii), (c) or Section 3.04 with respect to such Lender, or
resulting from any required payments



58









 







to any Lender or Governmental Authority pursuant to Section 3.03, such assignment will result
in a reduction in such compensation, reimbursement or payments. A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of an unconditional and
irrevocable waiver by such Lender or otherwise, the circumstances entitling the Company to require
such assignment and delegation cease to apply.



     (c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the
Borrowers or the right of any Lender provided in Section 3.01, Section 3.03 or Section 3.04.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     The Parent and the Company represent and warrant to each of the Lenders, LC Issuers and the
Global Agent that:



     Section 4.01 Organization; Powers. Each of the Parent, the Company and the
Subsidiaries is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry on its business as
now conducted and, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and
is in good standing in, every jurisdiction where such qualification is required.



     Section 4.02 Authorization; Enforceability. The execution, delivery and performance
by the Company, the Parent and the other Credit Parties of this Agreement and the other Loan
Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of
Credit hereunder (collectively, the “Transactions”) are within such Credit Party’s
corporate powers and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by each of the Parent, the
Company and each other Credit Party party hereto and constitutes, and each other Loan Document to
which any Credit Party is to be a party, when executed and delivered by such Credit Party, will
constitute, a legal, valid and binding obligation of each of the Parent, the Company or such Credit
Party (as the case may be), 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.



     Section 4.03 Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect,
(b) will not violate any applicable law or regulation or the charter, by-laws or other
organizational documents of any of the Parent, the Company or any Subsidiary or any order of any
Governmental Authority, (c) will not violate or result in a default under any indenture or other
agreement for borrowed money or under any other material agreement binding upon any of the Parent,
the Company or any Subsidiary or its assets, or give rise to a right thereunder to require any
payment to be made by any of the Parent, the Company or any Subsidiary, and (d) will not result in
the creation or imposition of any Lien on any material asset of any of the Parent, the Company or
any Subsidiary.



     Section 4.04 Financial Condition; No Material Adverse Change.



     (a) The Company has furnished to the Global Agent and the Lenders complete and correct copies
of the audited consolidated balance sheets of the Parent and its consolidated Subsidiaries as of
February 2, 2008 and the related audited consolidated statements of income, shareholders’ equity,
and cash



59









 







flows of the Parent and its consolidated Subsidiaries for the fiscal year of the Parent then
ended, accompanied by the report thereon of PricewaterhouseCoopers. All such financial statements
have been prepared in accordance with GAAP, consistently applied (except as stated therein), and
fairly present the financial position of the Parent and its Subsidiaries as of the respective dates
indicated and the consolidated results of their operations and cash flows for the respective
periods indicated, subject in the case of any such financial statements that are unaudited, to
normal audit adjustments, none of which will involve a Material Adverse Effect. The Parent and its
Subsidiaries did not have, as of the date of the latest financial statements referred to above, and
will not have as of the Closing Date after giving effect to the incurrence of Loans or LC Issuances
hereunder, any material or significant contingent liability or liability for taxes, long-term lease
or unusual forward or long-term commitment that is not reflected in the foregoing financial
statements or the notes thereto in accordance with GAAP and that in any such case is material in
relation to the business, operations, properties, assets, financial or other condition or prospects
of the Parent and its Subsidiaries.



     (b) The financial projections of the Parent and its Subsidiaries for the fiscal years 2008
through 2012 prepared by the Parent and delivered to the Global Agent and the Lenders (the
“Financial Projections”) were prepared on behalf of the Parent in good faith after taking
into account historical levels of business activity of the Parent and its Subsidiaries, known
trends, including general economic trends, and all other information, assumptions and estimates
considered by management of the Parent and its Subsidiaries to be pertinent thereto; provided,
however, that no representation or warranty is made as to the impact of future general economic
conditions or as to whether the Parent’s projected consolidated results as set forth in the
Financial Projections will actually be realized, it being recognized by the Lenders that such
projections as to future events are not to be viewed as facts and that actual results for the
periods covered by the Financial Projections may differ materially from the Financial Projections.
No facts are known to the Parent or the Company as of the Closing Date which, if reflected in the
Financial Projections, would result in a material adverse change in the assets, liabilities,
results of operations or cash flows reflected therein.



     (c) Since February 2, 2008, there has been no material adverse change in the business, assets,
operations, prospects or condition, financial or otherwise, of the Parent, the Company and the
Subsidiaries, taken as a whole.



     Section 4.05 Properties.



     (a) Each of the Parent, the Company and the Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business, except for defects in
title that, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect.



     (b) Each of the Parent, the Company and the Subsidiaries owns, or is licensed to use, all
trademarks, trade names, copyrights, patents and other intellectual property material to its
business, and the use thereof by the Parent, the Company and the Subsidiaries does not infringe
upon the rights of any other Person, except for any such failure to own or be licensed and
infringements that, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.



     Section 4.06 Litigation and Environmental Matters.



     (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Company, threatened against or affecting any
of the Parent, the Company or any of the Subsidiaries (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the
Disclosed Matters) or (ii) that expressly contest the validity of this Agreement or the
Transactions.




60












 





     (b) Except for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, none of the Parent, the Company nor any Subsidiary (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or (iv) knows of any
basis for any Environmental Liability.



     (c) There has been no change in the status of the Disclosed Matters that, individually or in
the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.



     Section 4.07 Compliance with Laws and Agreements. Each of the Parent, the Company and
the Subsidiaries holds all necessary foreign, federal, state, local and other governmental
licenses, registrations, certifications, permits and authorizations necessary to conduct its
business and is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property (including any law, regulation, or list of any Governmental
Authority including, without limitation, the U.S. Office of Foreign Asset Control list, Executive
Order No. 13224 or the USA Patriot Act, that prohibits or limits the conduct of business with or
the receiving of funds, goods or services to or for the benefit of certain Persons specified
therein or that prohibits or limits any Lender or LC Issuer from making any advance or extension of
credit to any Borrower or from otherwise conducting business with any Borrower) and all indentures,
agreements and other instruments binding upon it or its property, except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. No Event of Default has occurred and is continuing.



     Section 4.08 Investment Company Status. None of the Parent, the Company nor any
Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment
Company Act of 1940.



     Section 4.09 Taxes. The Parent and each of its Subsidiaries has filed all material
tax returns, domestic and foreign, required to be filed by it and has paid and remitted all income
taxes, goods and services or sales taxes shown to be due and payable on such tax returns and all
other material taxes and assessments payable or to be remitted by it that have become due, other
than those not yet delinquent and except for those contested in good faith. The Parent and each of
its Subsidiaries have established on their books such charges, accruals and reserves in respect of
taxes, assessments, remittances, fees and other governmental charges for all fiscal periods as are
required by GAAP. Neither the Parent nor any Borrower knows of any proposed assessment for
additional federal, foreign or state or provincial taxes for any period, or of any basis therefor,
which, individually or in the aggregate, taking into account such charges, accruals and reserves in
respect thereof as the Parent and its Subsidiaries have made, could reasonably be expected to have
a Material Adverse Effect.



     Section 4.10 ERISA. Compliance by the Parent and the Borrowers with the provisions
hereof and Credit Events contemplated hereby will not involve any Prohibited Transaction. The
Parent and each of its Subsidiaries, (i) have fulfilled all obligations under minimum funding
standards of ERISA and the Code with respect to each Plan that is not a Multiemployer Plan or a
Multiple Employer Plan, except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, (ii) have satisfied all
respective contribution obligations in respect of each Multiemployer Plan and each Multiple
Employer Plan, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, (iii) are in compliance with all
other applicable provisions of ERISA and the Code with respect to each Plan, each Multiemployer
Plan and each Multiple Employer Plan, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iv) have
not incurred any liability under Title IV of ERISA to the PBGC with respect to any Plan, any
Multiemployer



61









 




Plan, any Multiple Employer Plan, or any trust established thereunder, except where the
incurrence of such liability could not reasonably be expected to result in a Material Adverse
Effect. No Plan or trust created thereunder has been terminated, and there have been no Reportable
Events, with respect to any Plan or trust created thereunder or with respect to any Multiemployer
Plan or Multiple Employer Plan, which termination or Reportable Event will or could result in the
termination of such Plan, Multiemployer Plan or Multiple Employer Plan and give rise to a Material
Adverse Effect. Neither the Parent, the Company nor any ERISA Affiliate is at the date hereof, or
has been at any time within the two years preceding the date hereof, an employer required to
contribute to any Multiemployer Plan or Multiple Employer Plan, or a “contributing sponsor” (as
such term is defined in Section 4001 of ERISA) in any Multiemployer Plan or Multiple Employer Plan.
Neither the Parent, the Company nor any ERISA Affiliate has any material contingent liability with
respect to any post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as
has been disclosed to the Global Agent and the Lenders in writing. Neither the Parent nor any
Subsidiary of the Parent maintains, in respect of employment in Canada, either (i) any defined
benefit registered pension plan or (ii) any retiree welfare benefits plans for employees.




     Section 4.11 Disclosure. The reports, financial statements, certificates and other
information furnished by or on behalf of the Parent , any Borrower or any other Credit Party to the
Global Agent or any Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished), taken as a whole, do not
contain any material misstatement of fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Company represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the
time.



     Section 4.12 Subsidiaries. Schedule 4.12 sets forth the name of, and the ownership
interest of the Parent and each of its Subsidiaries in, and of the Company and each of its
Subsidiaries in, each Subsidiary, in each case as of the Closing Date. Each Domestic Subsidiary is
a Credit Party as of the Closing Date.



     Section 4.13 Use of Proceeds; Margin Regulations.



     (a) The proceeds of all Loans and LC Issuances shall be utilized to provide working capital
and funds for general corporate purposes (including for letters of credit, capital expenditures,
acquisitions and investments), in each case, not inconsistent with the terms of this Agreement.



     (b) No part of the proceeds of any Credit Event will be used directly or indirectly to
purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the
Board of Governors of the Federal Reserve System. No Borrower is engaged in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more
than 25% of the value of the assets of the Parent, the Company or of the Parent and its
consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section
221.2(g) of such Regulation U) hereunder be represented by Margin Stock.



     Section 4.14 Insurance. The Parent and each of its Subsidiaries maintains insurance
coverage by such insurers and in such forms and amounts and against such risks as are generally
consistent with industry standards and in each case in compliance
with the terms of Section 6.04.



     Section 4.15 Material Contracts. Neither the Parent, the Company nor any of its
Subsidiaries is in breach of any of its obligations under any contract, agreement, document or
instrument, in each case to
the extent any such default or event of default could reasonably to expected to have a
Material Adverse Effect.



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ARTICLE V




CONDITIONS




     Section 5.01 Conditions Precedent at Closing Date. The obligation of the Lenders to
make Loans and acquire participations in Letters of Credit and Swing Loans, and of any LC Issuer to
issue Letters of Credit hereunder shall not become effective until the date on which each of the
following conditions is satisfied:



     (a) Credit Agreement. The Global Agent (or its counsel) shall have received from each
party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to the Global Agent (which may include telecopy transmission of a
signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement.



     (b) Notes. The Company shall have executed and delivered to the Global Agent a Swing
Line Note for the Swing Line Lender and a Revolving Facility Note for the account of each Lender
that has requested a Note.



     (c) Opinions of Counsel. The Global Agent shall have received such opinions of
counsel from counsel to the Parent, the Company, the Foreign Subsidiary Borrowers, if any, and the
Subsidiary Guarantors as the Global Agent shall request, each of which shall be addressed to the
Global Agent and each of the Lenders and dated the Closing Date and in form and substance
satisfactory to the Global Agent.



     (d) Corporate Resolutions and Approvals; Incumbency Certificates and Corporate Charter and
Good Standing Certificates. The Global Agent shall have received such documents and
certificates as the Global Agent or its counsel may reasonably request relating to the
organization, existence and good standing of each Credit Party, the authorization of the
Transactions and any other legal matters relating to the Credit Parties, this Agreement or the
Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its
counsel.



     (e) Closing Certificate. The Administrative Agent shall have received a certificate,
dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance as
of the Closing Date with the conditions set forth in
paragraphs (a) and (b) of Section 5.03, substantially in
the form attached hereto as Exhibit F.



     (f) Payment of Outstanding Indebtedness, etc. The Global Agent shall have received
evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under
the Existing Credit Agreement, together with all interest and all other amounts due and payable
with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the
commitments in respect of such Indebtedness shall be permanently terminated, and the Global Agent
shall have received a payoff and release letter in form and substance satisfactory to the Global
Agent.



     (g) Fees and Fee Letters. The Company shall have (A) executed and delivered to the
Global Agent, the Global Agent Fee Letter and shall have paid to the Global Agent, for its own
account, the fees required to be paid by it on the Closing Date, (B) executed and delivered to the
Global Agent, the Closing Fee Letter and shall have paid to the Global Agent, for the benefit of
the Lenders, the fees required to be
paid therein, (C) executed and delivered to the Global Agent, the Arrangement Fee Letter and
shall have paid to National City Bank and JPMorgan Securities, Inc., for their benefit, the fees
required to be paid therein, and (D) paid or caused to be paid all reasonable fees and expenses of
the Global Agent and of special counsel to the Global Agent that have been invoiced on or prior to
the Closing Date in connection



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with the preparation, execution and delivery of this Agreement and
the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.




     (h) Domestic Credit Party Guaranty; Loan Documents. The Parent and each Subsidiary
Guarantor shall have duly executed and delivered the Guaranty of Payment (Domestic Credit Party)
(as modified, amended or supplemented from time to time in accordance with the terms thereof and
hereof, the “Domestic Credit Party Guaranty”), substantially in the form attached hereto as
Exhibit C-1. Each Credit Party shall have duly executed and delivered each other Loan
Document to which it is a party.



     (i) Search Reports. The Global Agent shall have received the results of UCC and other
search reports from one or more commercial search firms acceptable to the Global Agent, listing all
of the effective financing statements filed against any Credit Party, together with copies of such
financing statements.



     (j) Proceedings and Documents. All corporate and other proceedings and all documents
incidental to the transactions contemplated hereby shall be satisfactory in substance and form to
the Global Agent and the Lenders and the Global Agent and its special counsel and the Lenders shall
have received all such counterpart originals or certified or other copies of such documents as the
Global Agent or its special counsel or any Lender may reasonably request.



     (k) Insurance. The Global Agent shall have received certificates of insurance and
other evidence satisfactory to it of compliance with the insurance requirements of this Agreement.



     (l) Model. The Credit Parties shall have provided the Global Agent a copy of
financial projections for the fiscal years 2008 through 2012 which have been prepared taking into
account historical levels of business activity, known trends, including general economic trends,
and other information, assumptions and estimates considered by management of the Parent and its
Subsidiaries to be pertinent thereto, and such Financial Projections shall be satisfactory to the
Global Agent.



     (m) Patriot Act Compliance. The Global Agent and the Lenders shall have received all
documentation and other information reasonably required (or reasonably requested by them) by bank
regulatory authorities under applicable “know your customer” and anti-money laundering rules and
regulations, including the Patriot Act.



     (n) No Material Adverse Effect. There shall not have occurred any event or condition
since February 2, 2008 that, in the reasonable opinion of the Global Agent or the Lenders, has had
or could reasonably be expected to have a Material Adverse Effect.



     (o) Miscellaneous. The Credit Parties shall have provided to the Global Agent and the
Lenders such other items and shall have satisfied such other conditions as may be reasonably
required by the Global Agent or the Lenders.



     Section 5.02 Conditions Precedent to Addition of Foreign Subsidiary Borrowers. The
obligation of the Lenders to make Loans, and of any LC Issuer to issue Letters of Credit, to any
Foreign Subsidiary Borrower that becomes a party to this Agreement pursuant to Section 2.16,
is subject to the
satisfaction of each of the following conditions on or prior to the date any such Loan is made
to, or Letter of Credit is issued for the account of, such Foreign Subsidiary Borrower:




     (i) Joinder Agreement. Such Foreign Subsidiary Borrower shall have executed
and delivered to the Global Agent a Joinder Agreement (as modified, amended or supplemented
from time to time in accordance with the terms thereof and hereof, a “Joinder
Agreement”),



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substantially in the form attached hereto as Exhibit D, pursuant to
which such Foreign Subsidiary Borrower shall have become a party to this Agreement.




     (ii) Notes. Such Foreign Subsidiary Borrower shall have executed and delivered
to the Global Agent a Revolving Facility Note for the account of each Lender that has
requested a Note.




     (iii) Foreign Subsidiary Guaranty. Each Foreign Subsidiary that receives loans
of Loan proceeds from such Foreign Subsidiary Borrower (each, a “Foreign Subsidiary
Guarantor”) shall have executed and delivered to the Global Agent the Guaranty of
Payment (Foreign Subsidiary) (as modified, amended or supplemented from time to time in
accordance with the terms thereof, the “Foreign Subsidiary Guaranty”), subject to
the Foreign Guaranty Principles but otherwise substantially in the form attached hereto as
Exhibit C-3.




     (iv) Corporate Resolutions and Approvals. The Global Agent shall have received
certified copies of the resolutions of the Board of Directors or equivalent governing body
of such Foreign Subsidiary Borrower and each Foreign Subsidiary Guarantor, approving the
Loan Documents to which such Foreign Subsidiary Borrower and such Foreign Subsidiary
Guarantor are or may become a party, and of all documents evidencing other necessary
corporate action and governmental approvals, if any are required by law of the jurisdiction
of incorporation of the relevant Foreign Credit Party, with respect to the execution,
delivery and performance by such Foreign Subsidiary Borrower and such Foreign Subsidiary
Guarantor of the Loan Documents to which it is or may become a party.




     (v) Incumbency Certificates. The Global Agent shall have received a
certificate of the Secretary or an Assistant Secretary (or equivalent officers) of such
Foreign Subsidiary Borrower and each Foreign Subsidiary Guarantor, certifying the names and
true signatures of the officers of such Foreign Subsidiary Borrower and such Foreign
Subsidiary Guarantor authorized to sign the Loan Documents to such Foreign Subsidiary
Borrower and such Foreign Subsidiary Guarantor are a party and any other documents to which
such Foreign Subsidiary Borrower and such Foreign Subsidiary Guarantor are a party that may
be executed and delivered in connection herewith.




     (vi) Opinions of Counsel. The Global Agent shall have received such opinions
of counsel from counsel to such Foreign Subsidiary Borrower as the Global Agent shall
request, each of which shall be addressed to the Global Agent and each of the Lenders and in
form and substance satisfactory to the Global Agent.




     (vii) Organizational Documents. The Global Agent shall have received an
original certified copy of the Organizational Documents of such Foreign Subsidiary Borrower
and such Foreign Subsidiary Guarantor, certified by an officer of such Foreign Subsidiary
Borrower as being true and correct and in full force and effect.




     (viii) Amendments to Loan Documents. The Global Agent shall have received such
amendments or other modifications to the Loan Documents, fully executed by the appropriate
parties thereto, that the Global Agent deems necessary or appropriate in connection with the
addition of such Foreign Subsidiary Borrower and such Foreign Subsidiary Guarantor;
provided, however, that to the extent that the conditions otherwise set forth in Section
5.02 are met with respect to a Schedule 5 Foreign Subsidiary on or prior to May 14, 2008,
unless required by a change in law after the Closing Date and prior to such Foreign
Subsidiary satisfying the conditions of this Section 5.02 (other than this clause (viii)),
no amendment or other modification to the Loan



65









 






Documents shall be required with respect to
the addition of such Schedule 5 Foreign Subsidiary becoming a Foreign Subsidiary Borrower
hereunder.




     (ix) Proceedings and Documents. All corporate and other proceedings with
respect to the addition of such Foreign Subsidiary Borrower and such Foreign Subsidiary
Guarantor and all documents incidental thereto shall be satisfactory in substance and form
to the Global Agent and the applicable Lenders and the Global Agent and its special counsel
and the applicable Lenders shall have received all such counterpart originals or certified
or other copies of such documents as the Global Agent or its special counsel or any
applicable Lender may reasonably request.




     (x) Miscellaneous. The Company, such Foreign Subsidiary Borrower and such
Foreign Subsidiary Guarantor shall have provided to the Global Agent and the Lenders such
other items and shall have satisfied such other conditions as may be reasonably required by
the Global Agent or the Lenders.



     Section 5.03 Conditions Precedent to All Credit Events. The obligations of the
Lenders to make or participate in each Credit Event is subject, at the time thereof, to the
satisfaction of the following conditions:



     (a) Representations and Warranties. The representations and warranties of each of the
Parent and the Company set forth in this Agreement shall be true and correct on and as of the date
of such Credit Event, except to the extent any such representation or warranty is limited to
another particular date, in which instance, such representation or warranty shall be true and
correct on and as of such other date.



     (b) No Default. At the time of and immediately after giving effect to such Credit
Event, no Default shall have occurred and be continuing. Each Credit Event shall be deemed to
constitute a representation and warranty by each of the Parent and the Borrower on the date thereof
as to the matters specified in paragraphs (a) and (b) of
this Section 5.03, and if applicable, specified in Section 5.02.



ARTICLE VI




AFFIRMATIVE COVENANTS




     The Parent and the Company hereby covenant and agree that on the Closing Date and thereafter
so long as this Agreement is in effect and until such time as the Commitments have been terminated,
no Notes remain outstanding and the Loans, together with interest, Fees and all other Obligations
incurred hereunder and under the other Loan Documents, have been paid in full, as follows:



     Section 6.01 Financial Statements and other Information. The Parent and the Company
will furnish to the Global Agent and each Lender:



     (a) Annual Financial Statements. Within 90 days after the end of each fiscal year of
the Parent, a Form 10-K filed with the SEC and the audited consolidated balance sheet of the Parent
and its consolidated Subsidiaries as at the end of such fiscal year and the related audited
consolidated statements of net income and comprehensive income, of shareholders’ equity and of cash
flows for such fiscal year, in each case setting forth comparative figures for the preceding fiscal
year, all in reasonable detail and accompanied by the report with respect to such consolidated
financial statements of an independent registered public accounting firm of recognized national
standing which report shall be unqualified and shall (i) state that such registered public
accounting firm conducted its audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States), that such registered public accounting firm believes
that such audits provide a reasonable basis for their report, and that in their opinion such
consolidated financial statements present fairly, in all material respects, the financial position



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of the Parent and its consolidated subsidiaries as at the end of such fiscal year and the results
of their operations and their cash flows for such fiscal year in conformity with accounting
principles generally accepted in the United States, or (ii) contain such statements as are
customarily included in unqualified reports of independent accountants in conformity with the
recommendations and requirements of The American Institute of Certified Public Accountants (or any
successor organization).




     (b) Quarterly Financial Statements. Within 45 days after the end of each of the first
three quarterly accounting periods in each fiscal year of the Parent, a Form 10-Q filed with the
SEC and the unaudited condensed consolidated balance sheets of the Parent and its consolidated
Subsidiaries as at the end of such quarterly period and the related unaudited condensed
consolidated statements of net income and comprehensive income, and of cash flows for such
quarterly period and/or for the fiscal year to date, and setting forth, in the case of such
unaudited condensed consolidated statements of net income and comprehensive income, and of cash
flows, comparative figures for the related periods in the prior fiscal year, and which shall be
certified on behalf of the Parent and the Company by a Financial Officer of the Company, subject to
changes resulting from normal year-end audit adjustments.



     (c) Officer’s Compliance Certificates. At the time of the delivery of the financial
statements provided for in subparts (a) and (b) above, a certificate (a “Compliance
Certificate”), substantially in the form of Exhibit E, signed by a Financial Officer of
the Parent and the Company to the effect that no Default or Event of Default exists or, if any
Default or Event of Default does exist, specifying the nature and extent thereof and the actions
the Parent and the Borrowers have taken or propose to take with respect thereto, which certificate
shall set forth the calculations required to establish compliance with the provisions of Section
7.01, Section 7.04(c) and Section 7.07.



     (d) Forecasts; Budgets. As and when generated but in any event no later than February
28 and August 31 of each year, a copy of the Parent’s and its Subsidiaries seasonal budgets for the
next fiscal year.



     (e) SEC Reports. Promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials publicly filed by the Parent, the
Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental
Authority succeeding to any or all of the functions of said Commission, or with any national
securities exchange, or distributed by the Parent or the Company to its shareholders generally, as
the case may be.



     (f) Other Information. Promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition of the Parent, the
Company or any Subsidiary, or compliance with the terms of this Agreement, as the Global Agent or
any Lender may reasonably request; provided that if no Loans are outstanding hereunder, the
requests of Lenders under this Section shall be subject to the approval of the Global Agent.



     (g) Auditors’ Internal Reports. Promptly upon receipt thereof, copies of all final
reports submitted to the Parent and/or the Company by their independent accountants in connection
with any annual or interim audit made by them of the books of the Parent, the Company or any of
their Subsidiaries.



     (h) Documents
required to be delivered pursuant to (a) Section 6.01(a), Section
6.01(b) or Section 6.01(e) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which such documents
are filed with the SEC, (ii) on which the Parent or the Company posts such documents, or provides a
link thereto on its website at www.abercrombie.com or (iii) on which such documents are posted on
the Parent’s and the Company’s behalf on IntraLinks or another relevant website, if any, to which
each Lender and the Global Agent have access (whether a commercial, third-party website or whether
sponsored by the Global Agent); provided that the Company shall notify (which may be by



67









 




facsimile
or electronic mail) the Global Agent and each Lender of the posting of any such documents and
provide to the Global Agent by electronic mail electronic versions (i.e., soft copies) of
such documents. Notwithstanding anything contained herein, in every instance the Company shall be
required to provide paper copies of the Compliance Certificates
required by Section 6.01(c) to the Global Agent
for distribution to Lenders. Except for such Compliance Certificates, the Global Agent shall have
no obligation to request the delivery or to maintain copies of the documents referred to above, and
in any event shall have no responsibility to monitor compliance by the Parent and the Company with
any such request for delivery, and each Lender shall be solely responsible for requesting delivery
to it or maintaining its copies of such documents.




     Section 6.02 Notices of Material Events. The Company with furnish to the Global Agent
and each Lender prompt written notice of the following:



     (a) Default. The occurrence of any event that constitutes a Default or Event of
Default.



     (b) Litigation. The filing or commencement of any action, suit, or proceeding by or
before any arbitrator or Governmental Authority against or affecting the Parent or any of its
Subsidiaries that could reasonably be expected to be adversely determined in a manner that would
result in a Material Adverse Effect.



     (c) ERISA. Promptly, and in any event within 30 days after the Parent or the Company
knows of the occurrence of any of the following, the Parent and the Company will deliver written
notice to the Global Agent and each of the Lenders setting forth the full details as to such
occurrence and the action, if any, that the Parent, the Company or such ERISA Affiliate is required
or proposes to take, together with any notices required or proposed to be given by the Parent, the
Company or the ERISA Affiliate to or filed with the PBGC, a Plan participant or the Plan
administrator with respect thereto: (i) that a Reportable Event has occurred with respect to any
Plan; (ii) the institution of any steps by the Parent, the Company, any ERISA Affiliate, the PBGC
or any other Person to terminate any Plan or Multiemployer Plan or a determination that a
Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of
Title IV of ERISA; (iii) the institution of any steps by the Parent, the Company or any ERISA
Affiliate to withdraw from any Plan; (iv) the institution of any steps by the Parent, the Company
or any Subsidiary to withdraw from any Multiemployer Plan or Multiple Employer Plan, if such
withdrawal could result in withdrawal liability (as described in Part 1 of Subtitle E of Title IV
of ERISA); (v) a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA in
connection with any Plan; (vi) that a Plan has an Unfunded Current Liability; (vii) any increase in
the contingent liability of the Parent, the Company or any Subsidiary with respect to any
post-retirement welfare liability; or (viii) the taking of any action by, or the threatening of the
taking of any action by, the Internal Revenue Service, the Department of Labor or the PBGC with
respect to any of the foregoing; provided, however, that, in each
case, notice shall be required only if the event results in, or could reasonably be expected
to result in, a Material Adverse Effect.



     (d) Other Material Events. Any other development that results in, or could reasonably
be expected to result in, a Material Adverse Effect.



     Each notice delivered under this Section shall be accompanied by a statement of a Financial
Officer or other executive officer of the Company setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect
thereto.



     Section 6.03 Existence; Conduct of Business. Each of the Parent and the Borrowers
will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of the business of the Parent, the
Company and the Subsidiaries, taken as a whole;



68









 




provided that the foregoing shall not prohibit any
merger, consolidation, amalgamation, liquidation or dissolution
permitted under Section 7.03.




     Section 6.04 Payment of Obligations. Each of the Parent and the Company will, and
will cause each of the Subsidiaries to, pay its obligations, including all taxes, remittances,
assessments and governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach thereto, and all
lawful claims, that, if not paid, could result in a Material Adverse Effect before the same shall
become delinquent or in default, except where (a) the validity or amount thereof is being contested
in good faith by appropriate proceedings, (b) the Parent, the Company or such Subsidiary has set
aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to result in a
Material Adverse Effect.



     Section 6.05 Maintenance of Property; Insurance. Each of the Parent and the Company
will, and will cause each of the Subsidiaries to, (a) keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear and tear excepted,
and (b) maintain, with financially sound and reputable insurance companies, insurance in such
amounts and against such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.



     Section 6.06 Books and Records; Inspection Rights. Each of the Parent and the Company
will, and will cause each of the Subsidiaries to, keep proper books of record and account in which
full, true and correct entries are made of all dealings and transactions in relation to its
business and activities. Each of the Parent and the Company will, and will cause each of the
Subsidiaries to, permit any representatives designated by the Global Agent or any Lender, upon
reasonable prior notice and at such party’s expense, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its affairs, finances and
condition with its officers and, if an Event of Default exists, its independent accountants. Such
visits and inspections shall be arranged through the Global Agent and shall not occur more than
once in any fiscal quarter unless an Event of Default shall exist.



     Section 6.07 Compliance with Laws. Each of the Parent and the Company will, and will
cause each of the Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.



     Section 6.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans will be
used only for working capital, capital expenditures and other general corporate purposes. No part
of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including Regulations T, U and X.
Letters of Credit will be issued only to support import or other needs in the ordinary course of
business.



     Section 6.09 Compliance with Environmental Laws. Without limitation of the covenants
contained in Section 6.07:



     (a) The Parent and each Borrower will comply, and will cause each of its Subsidiaries to
comply, with all Environmental Laws applicable to the ownership, lease or use of all Real Property
now or hereafter owned, leased or operated by the Parent, such Borrower or any of its Subsidiaries,
and will promptly pay or cause to be paid all costs and expenses incurred in connection with such
compliance, except to the extent that such compliance with Environmental Laws is being contested in
good faith and by appropriate proceedings or for which adequate reserves have been established to
the extent required by GAAP, or an adverse outcome in such proceedings is not reasonably expected
to have a Material Adverse Effect.



69









 





     (b) The Parent and each Borrower will keep or cause to be kept, and will cause each of its
Subsidiaries to keep or cause to be kept, all such Real Property free and clear of any Liens
imposed pursuant to such Environmental Laws other than Permitted Liens except to the extent that
such Liens would not be reasonably expected to have a Material Adverse Effect and are promptly
released or discharged.



     (c) Neither the Parent nor any of its Subsidiaries will generate, use, treat, store, release
or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous
Materials on any Real Property now or hereafter owned, leased or operated by the Parent or any of
its Subsidiaries or transport or permit the transportation of Hazardous Materials to or from any
such Real Property other than in compliance with applicable Environmental Laws and in the ordinary
course of business, except for such noncompliance as would not be reasonably expected to have a
Material Adverse Effect.



     (d) If required to do so under any applicable order of any Governmental Authority, the Parent
will undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or
other action necessary to remove and clean up any Hazardous Materials from any Real Property owned,
leased or operated by the Parent or any of its Subsidiaries in accordance with, in all material
respects, the requirements of all applicable Environmental Laws and in accordance with, in all
material respects, such orders of all Governmental Authorities, except to the extent that the
Parent or such Subsidiary is contesting such order in good faith or for which adequate reserves
have been established to the extent required by GAAP.



     Section 6.10 Certain Subsidiaries to Guarantee. In the event that at any time after
the Closing Date, (a) the Company acquires, creates or has any Domestic Subsidiary that is not
already a party to the Domestic Credit Party Guaranty, or (b) any Foreign Subsidiary becomes a
Foreign Subsidiary Borrower, the Company will promptly, but in any event within 30 days as to (a),
or before such Foreign Subsidiary Borrower lends proceeds of Loans hereunder to any of its
Subsidiaries as to (b), cause such Domestic Subsidiary or each Foreign Subsidiary that desires to
borrow from a Foreign Subsidiary Borrower, as applicable, to deliver to the Global Agent, in
sufficient quantities for the Lenders, (i) with respect to each Domestic Subsidiary, a joinder
supplement, reasonably satisfactory in form and substance to the Global Agent, duly executed by
such Subsidiary, pursuant to which such Subsidiary joins in the Domestic Credit Party Guaranty,
(ii) with respect to such Foreign Subsidiary, a Foreign Subsidiary Guaranty, and (iii)
resolutions of the Board of Directors or equivalent governing body of such Subsidiary,
certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in
full force and effect, authorizing the execution and delivery of such joinder supplement and the
other Loan Documents to which such Subsidiary is, or will be a party, together with such other
corporate documentation and an opinion of counsel as the Global Agent shall reasonably request, in
each case, in form and substance satisfactory to the Global Agent; provided, however, that,
notwithstanding the foregoing or anything else in this Agreement to the contrary, a Foreign
Subsidiary shall not be required to become a party to a Foreign Subsidiary Guaranty so long as (A)
such Foreign Subsidiary becoming a Foreign Subsidiary Guarantor would result in adverse tax
consequences to the Parent or any of its Subsidiaries, (B) becoming party to a Foreign Subsidiary
Guaranty would constitute an unlawful act of such subsidiary or any of its directors or would
result in a breach of any applicable corporate benefit, financial assistance, fraudulent preference
or thin capitalization laws or regulations of any applicable jurisdiction or (C) doing so would
otherwise violate the Foreign Guaranty Principles.



ARTICLE VII




NEGATIVE COVENANTS




     The Parent and the Company hereby covenant and agree that so long as this Agreement is in
effect and until such time as the Commitments have been terminated, no Notes remain outstanding and
the Loans,



70









 




together with interest, Fees and all other Obligations incurred hereunder and under the
other Loan Documents, have been paid in full, as follows:




     Section 7.01 Indebtedness. Neither the Parent nor the Company will, nor will the
Parent or the Company permit any of its Subsidiaries to, contract, create, incur, assume or suffer
to exist any Indebtedness of the Company or any of its Subsidiaries, except:



     (a) Indebtedness incurred under this Agreement and the other Loan Documents;



     (b) Indebtedness existing on the Closing Date and (in the case of any such Indebtedness in a
principal amount in excess of $1,000,000) set forth in Schedule 7.01 and extensions, renewals and
replacements of any such Indebtedness that do not increase the outstanding principal amount
thereof;



     (c) Indebtedness (i) resulting from any loan, advance or guarantee by a Credit Party to or in
favor of another Credit Party, (ii) resulting from any loan or advance by a Subsidiary that is not
a Credit Party to a Credit Party, (iii) resulting from any loan or advance by any Subsidiary that
is not a Credit Party to any other Subsidiary that is not a Credit Party and (iv) resulting from
any loan, advance or guarantee by any Credit Party to or in favor of any Subsidiary that is not a
Credit Party; provided that any such loan, advance or guarantee made pursuant to this clause (iv)
is permitted by Section 7.04(c);



     (d) Indebtedness of the Parent or any of its Subsidiaries incurred in connection with Sale and
Lease-Back Transactions or mortgages on real estate assets, provided that the aggregate principal
amount of all such Indebtedness shall not exceed $100,000,000 outstanding at any time (excluding
FAS 13/98 Transactions);



     (e) Indebtedness of the Parent or any of its Subsidiaries incurred solely in connection with
FAS 13/98 Transactions;



     (f) Indebtedness of the Parent, the Company or any Domestic Subsidiary incurred to finance the
acquisition, construction or improvement of any fixed or capital assets or real estate, including
Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions,
renewals and replacements of any such Indebtedness that do not increase the outstanding principal
amount thereof; provided that such Indebtedness is incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement;



     (g) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that
(i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in
contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (g) shall not exceed $20,000,000 at any
time outstanding;



     (h) additional unsecured Indebtedness of the Parent or any of its Subsidiaries to the extent
not permitted by any of the foregoing clauses, provided that the aggregate outstanding principal
amount of all such Indebtedness, together with the Indebtedness described in clause (b) above, does
not exceed an amount equal to fifteen percent (15%) multiplied by Consolidated Tangible Net Worth
at any time; and



     (i) Indebtedness of Foreign Subsidiaries in an aggregate amount not exceeding $100,000,000 at
any time outstanding.



     Section 7.02 Liens. Neither the Parent nor the Company will, nor will the Parent or
the Company permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon or with respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Parent,



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the Company or any such Subsidiary whether now owned or hereafter
acquired, except that the foregoing shall not apply to:




     (a) any Permitted Lien;



     (b) any Lien in existence on the Closing Date that is listed in Schedule 7.02 hereto;



     (c) any Lien existing on any property or asset prior to the acquisition thereof by the Parent,
the Company or any Subsidiary or existing on any property or asset of any Person that becomes a
Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary; provided that
(i) such Lien is not created in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary, (ii) such Lien shall not apply to any other property or assets of the
Parent, the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which
it secures on the date of such acquisition or the date such Person becomes a Subsidiary and
extensions, renewals and replacements thereof that do not increase the outstanding principal amount
thereof;



     (d) Liens: (i) that are placed upon fixed or capital assets or real estate, acquired,
constructed or improved by the Parent, the Company or any Subsidiary, provided that (A) such Liens
secure Indebtedness permitted by Section 7.01(b), (B) such Liens and the Indebtedness secured thereby are
incurred prior to or within 90 days after such acquisition or the completion of such construction
or improvement, (C) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets or real estate; and (D) such Liens shall not
apply to any other property or assets of the Company or any Subsidiary; or (ii) arising out of the
refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens,
provided that the principal amount of such Indebtedness is not increased and such Indebtedness is
not secured by any additional assets;



     (e) Liens
securing Indebtedness permitted under Section 7.01(d);



     (f) Liens of sellers of goods to the Parent or its Subsidiaries arising under Article 2 of the
Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business,
covering only the goods sold and securing only the unpaid purchase price for such goods and related
expenses;



     (g) Liens on raw materials and inventory acquired in the ordinary course of business securing
obligations in respect of Trade Letters of Credit issued hereunder; and



     (h) Liens granted by any Foreign Subsidiary on its assets securing Indebtedness permitted by
Section 7.01(i).



     Section 7.03 Fundamental Changes.



     (a) The Parent and the Company will not, and will not permit any Subsidiary to, merge into or
amalgamate or consolidate with any other Person, or permit any other Person to merge into or
amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or any substantial part of its assets, or all or
substantially all of the stock of any Subsidiary (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge
into the Parent or the Company in a transaction in which the Parent or the Company, as the case may
be, is the surviving corporation, (ii) any Person may merge into or amalgamate with any Borrower in
a transaction in which the surviving entity is the applicable Borrower and any other Subsidiary may
merge into any other Subsidiary provided that if any such Subsidiary is a Guarantor hereunder, the
surviving Subsidiary shall continue to be a Guarantor to the extent such prior Subsidiary



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was a
Guarantor of the Obligations hereunder, (iii) any Subsidiary may sell, transfer, lease or otherwise
dispose of its assets to the Parent, the Company or another Credit
Party (subject to Section 7.04), (iv) the
Parent or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of assets to any
Person other than the Parent or a Subsidiary Guarantor provided that the aggregate amount of all
asset sales (excluding any transactions permitted pursuant to Section 7.01(d), sales of inventory in the ordinary
course of business and dispositions of obsolete equipment and other assets in the ordinary course
of business) made pursuant to this clause (iv) in any fiscal year of the Company shall not exceed
$100,000,000, (v) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Company
or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is
in the best interests of the Company or the Parent (as the case may be) and is not materially
disadvantageous to the Lenders and (vi) any restructuring, regardless of whether accomplished by
liquidation, contribution, distribution, merger or any other technique, whereby the ownership of
Foreign Subsidiaries is changed, so long as each such Foreign Subsidiary that is a Subsidiary of
Abercrombie & Fitch International, Inc. prior to such restructuring remains, directly or
indirectly, a Subsidiary of Abercrombie & Fitch International, Inc. after such restructuring;
provided that any such merger or amalgamation described in clause (ii) above involving a Person
that is not a wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be
permitted unless also permitted by Section 7.04.




     (b) The Parent and the Company will not, and will not permit any Subsidiary to, engage to any
material extent in any business other than businesses of the type conducted by the Parent, the
Company and the Subsidiaries on the date of execution of this Agreement and businesses reasonably
related or incidental thereto.



     Section 7.04 Investments, Loans, Advances, Guarantees and Acquisitions. The Parent
and the Company will not, and will not permit any Subsidiary to, purchase, hold or acquire
(including pursuant to any merger or amalgamation with any Person that was not a wholly owned
Subsidiary prior to such merger or amalgamation) any capital stock, evidences of indebtedness or other securities (including
any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, guarantee any obligations of, or make or permit to exist any investment or
any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a
series of transactions) any assets of any other Person constituting a business unit, except:



     (a) Permitted Investments to the extent made in accordance with the Company’s current
investment policy statement;



     (b) investments by the Parent, the Company, any Domestic Subsidiary or any Subsidiary
Guarantor in the Parent, the Borrower or any such Subsidiary Guarantor;



     (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 Domestic Subsidiary of the obligations of, Foreign Subsidiaries, in an amount in the
aggregate at any time outstanding which does not exceed 20% of Consolidated Tangible Assets;



     (d) Guarantee
Obligations or Indebtedness of any Domestic Credit Party permitted by Section 7.01 and
Guarantees of Indebtedness of Foreign Subsidiaries permitted by
Section 7.01(i);



     (e) loans and advances to officers and directors of any Credit Party (or employees thereof
provided such loans and advances are approved by an officer of a Credit Party) for travel,
entertainment and relocation expenses in the ordinary course of business in an aggregate principal
amount outstanding at any time that shall not exceed $1,000,000;



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     (f) Permitted Acquisitions; and



     (g) investments of funds intended to fund deferred compensation liabilities in an aggregate
amount not to exceed $75,000,000 at any time outstanding, provided that such investments are made
pursuant to policies approved from time to time by the Board of Directors of the Parent and
continue at all times to be assets of the Parent, the Company or another Credit Party subject to
the claims of its general creditors.



     Section 7.05 Hedge Agreements. The Company will not, and will not permit any of its
Subsidiaries to, enter into any Hedge Agreement, except (a) Hedge Agreements entered into to hedge
or mitigate risks to which the Company or any Subsidiary has actual exposure (other than those in
respect of Equity Interests of the Company or any of its Subsidiaries), and (b) Hedge Agreements
entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating
rates, from one floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Company or any Subsidiary; provided that the Swap
Agreements permitted by this Section 7.05 may only be provided by any Lender or any other counterparty
reasonably acceptable to the Global Agent; provided further that all Hedge Agreements permitted by
this Section 7.05 must conform to the standards set forth in an ISDA master agreement.



     Section 7.06 Restricted Payments. Neither the Parent nor the Company will, nor will
the Parent or the Company permit any of its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except:



     (a) the Parent and any of its Subsidiaries may declare and pay dividends with respect to its
Equity Interests payable solely in additional shares of its common stock;



     (b) so long as no Default or Event of Default has occurred and is continuing, the Parent may
declare and, if declared when no Default or Event of Default exists, the Borrower may pay,
dividends in cash so long as the Parent would be in Pro Forma Compliance with the financial
covenants set forth in Section 7.07 after giving effect thereto;



     (c) Subsidiaries may (i) declare and pay dividends or make distributions ratably with respect
to their Equity Interests and (ii) may make Restricted Payments to the Parent, and other
Subsidiaries of the Parent, in amounts necessary to enable the Parent to pay the dividends
described in clause (b) above, along with standard costs associated with such payment of dividends
or distributions, and to pay income and franchise taxes and operating and professional expenses;



     (d) so long as no Default or Event of Default has occurred and is continuing, the Parent, the
Company and the Subsidiaries may make Restricted Payments pursuant to and in accordance with
employment contracts, stock option plans or other benefit plans or similar arrangements for
consultants, management (including directors and officers) or employees of the Parent, the Company
and the Subsidiaries;



     (e) so long as no Default or Event of Default has occurred and is continuing, the Parent and
the Company may (i) repurchase fractional shares of common stock of the Parent and (ii) repurchase
shares of common stock of the Parent for cash in any amount, so long as the Parent would be in Pro
Forma Compliance with the financial covenants set forth in Section
7.07 after giving effect thereto; and



     (f) so long as no Default or Event of Default has occurred and is continuing, any declaration
of a dividend in connection with a stockholders’ rights plan, or the issuance of rights, stock or
other property under any stockholders’ rights plan, or the redemption or repurchase of rights
pursuant thereto.



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     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 to 1.00.



     (b) Coverage Ratio. The Parent and the Company will not at any time permit the
Coverage Ratio to be less than 2.00 to 1.00.



     Section 7.08 Transactions with Affiliates. Neither the Parent nor the Company will,
nor will the Parent or the Company permit any Subsidiary to, enter into any transaction or series
of transactions with any Affiliate (other than, in the case of the Company, any Subsidiary, and in
the case of a Subsidiary, the Company or another Subsidiary) other than in the ordinary course of
business of and pursuant to the reasonable requirements of the Parent’s, the Company’s or such
Subsidiary’s business and upon fair and reasonable terms no less favorable to the Parent, the
Company or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a
Person other than an Affiliate, except (i) sales of goods to an Affiliate for use or distribution
outside the United States that in the good faith judgment of the Parent or Company, as applicable,
comply with any applicable legal requirements of the Code, or (ii) agreements and transactions with
and payments to officers, directors, employees and shareholders that are either (A) entered into in
the ordinary course of business and not prohibited by any of the provisions of this Agreement, or
(B) entered into outside the ordinary course of business, approved by the directors (or a committee
thereof, or pursuant to a policy approved by the directors or a committee thereof) or
shareholders of the Parent or the Company, as applicable, and not prohibited by any of the
provisions of this Agreement, or (iii) any Restricted Payment permitted by Section 7.06.



     Section 7.09 Limitation on Certain Restrictive Agreements. Neither the Parent nor the
Company will, nor will the Parent or the Company permit any of its Subsidiaries to, directly or
indirectly, enter into, incur or permit to exist or become effective, any agreement, restriction or
arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Parent
or any Subsidiary of the Parent to create, incur or suffer to exist any Lien upon any of its
property or assets as security for Indebtedness, or (b) the ability of any Subsidiary of the Parent
to pay dividends or other distributions with respect to any shares of its capital stock or to make
or repay loans or advances to the Parent, the Company or any other Subsidiary or to guarantee
Indebtedness of the Parent, the Company or any other Subsidiary, except for such restrictions
existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan
Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest, (iv) customary provisions restricting assignment of any licensing agreement
entered into in the ordinary course of business, (v) customary provisions restricting the transfer
or further encumbering of assets subject to Liens permitted under
Section 7.02(c), (vi) customary restrictions
affecting only a Subsidiary of the Company under any agreement or instrument governing any of the
Indebtedness of a Subsidiary permitted pursuant to Section 7.01, (vii) customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (viii) restrictions affecting any Foreign Subsidiary (other than a Foreign
Credit Party) of the Company under any agreement or instrument governing any Indebtedness of such
Foreign Subsidiary permitted pursuant to Section 7.01, and customary restrictions contained in “comfort”
letters and guarantees of any such Indebtedness, (ix) any document relating to Indebtedness secured
by a Lien permitted by Section 7.02(d), insofar as the provisions thereof limit grants of junior liens on the
assets securing such Indebtedness, and (x) any Operating Lease or Capital Lease, insofar as the
provisions thereof limit grants of a security interest in, or other assignments of, the related
leasehold interest to any other Person, (xi) with respect to clause (a) above, restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing such Indebtedness,
and (xii) with respect to clause (a) above, customary provisions in leases and other contracts
restricting the assignment thereof.



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     Section 7.10 Accounting Changes. The Parent and the Company will not, and will not
permit any Subsidiary to, change its accounting policies or practices from those utilized in the
preparation of the financial statements referred to in Section 4.04, except
as permitted or required by GAAP consistently applied.



     Section 7.11 Plan Terminations, Minimum Funding, etc. Neither the Parent nor the
Company will, nor will the Parent or the Company permit any ERISA Affiliate to, (i) terminate any
Plan or Plans so as to result in liability of the Parent, the Company or any ERISA Affiliate to the
PBGC in excess of, in the aggregate, the amount that is equal to 5% of the Parent’s Consolidated
Tangible Net Worth as of the date of the then most recent financial statements furnished to the
Lenders pursuant to the provisions of this Agreement, (ii) permit to exist one or more events or
conditions that present a material risk of the termination by the PBGC of any Plan or Plans with
respect to which the Parent, the Company or any ERISA Affiliate would, in the event of such
termination, incur liability to the PBGC in excess of such amount in the aggregate, or (iii) fail
to comply with the minimum funding standards of ERISA and the Code with respect to any Plan.



     Section 7.12 Anti-Terrorism Laws. Neither the Parent nor any of its Subsidiaries
shall be in material violation of, or shall knowingly violate, any law, regulation, or list of any
government agency or
Governmental Authority (including, without limitation, the U.S. Office of Foreign Asset
Control list, Executive Order No. 13224 or the USA Patriot Act) that prohibits or limits the
conduct of business with or the receiving of funds, goods or services to or for the benefit of
certain Persons specified therein or that prohibits or limits any Lender or LC Issuer from making
any advance or extension of credit to any Borrower or from otherwise conducting business with any
Borrower.



ARTICLE VIII




EVENTS OF DEFAULT




     Section 8.01 Events of Default. Any of the following specified events shall
constitute an Event of Default (each an “Event of Default”):



     (a) Payments: any Borrower shall (i) default in the payment when due (whether at
maturity, on a date fixed for a scheduled repayment, on a date on which a required prepayment is to
be made, upon acceleration or otherwise) of any principal of the Loans or any reimbursement
obligation in respect of any Unpaid Drawing; or (ii) default, and such default shall continue for
three or more Business Days, in the payment when due of any interest on the Loans, Unpaid Drawings
or any Fees or any other amounts owing hereunder or under any other Loan Document; or



     (b) Representations, etc.: any representation, warranty or statement made by the
Parent, the Company or any other Credit Party herein or in any other Loan Document or in any
statement or certificate delivered or required to be delivered pursuant hereto or thereto shall
prove to be untrue in any material respect on the date as of which made or deemed made; or



     (c) Certain Covenants: the Parent or any Borrower shall default in the due
performance or observance by it of any term, covenant or agreement
contained in Section 6.02(a), Section 6.03 (with respect
to the Parent’s and any Borrower’s existence), Section 6.10, or Article VII of this Agreement; or



     (d) Other Covenants: any Credit Party shall default in the due performance or
observance by it of any term, covenant or agreement contained in this Agreement or any other Loan
Document, other than those referred to in Section 8.01(a) or Section 8.01(b) or Section 8.01(a) above, and such default is not remedied
within 30 days after any Borrower receives written notice of such default from the Global



76









 




Agent or
any Lenders (any such notice to be identified as a “notice of default” and to refer specifically to
this paragraph); or




     (e) Cross Default Under Other Agreements: the Parent or any of its Subsidiaries shall
(i) default in any payment with respect to any Material Indebtedness, and such default shall
continue after any applicable grace or cure period, if any, specified in the agreement or
instrument relating to such Material Indebtedness and, with respect to any guaranties that may
default technically following the default of the primary obligor, after giving the guarantor the
reasonable opportunity to make the required payment thereunder, or (ii) default in the observance
or performance of any agreement or condition relating to any such Material Indebtedness or
contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or
cure periods applicable to such observance, performance or condition shall have expired), or any
other event shall occur or condition exist, the effect of which default or other event or condition
is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause any such Material Indebtedness to become due
prior to its stated maturity; or any such Material Indebtedness of the Parent or any of its
Subsidiaries shall, solely in connection with a default or event of default thereunder, be declared
to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled
required prepayment or redemption,
prior to the stated maturity thereof); or (iii) without limitation of the foregoing clauses,
default in any payment obligation under a Designated Hedge Agreement, and such default shall
continue after the applicable grace or cure period, if any, specified in such Designated Hedge
Agreement or any other agreement or instrument relating thereto; or



     (f) Judgments: (i) one or more judgments for the payment of money in an aggregate
amount in excess of $25,000,000 (net of any insurance coverage available therefor from a
responsible insurance company that is not denying its liability with respect thereto) shall be
rendered against the Parent, the Company, any Subsidiary (other than an Immaterial Subsidiary) or
any combination thereof and the same shall remain undischarged for a period of 30 consecutive days
during which execution shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to attach or levy upon any assets of the Parent, the Company or any Subsidiary to
enforce any such judgment; or



     (g) Insolvency Event: any Insolvency Event shall occur with respect to the Parent,
the Company, any other Credit Party or any other Subsidiary of the Company (other than an
Immaterial Subsidiary); or



     (h) ERISA: (i) any of the events described in clauses (i) through (viii) of Section 6.02(c) shall
have occurred; or (ii) there shall result from any such event or events the imposition of a Lien,
the granting of a security interest, or a liability or a material risk of incurring a liability;
and (iii) any such event or events or any such Lien, security interest, deemed trust or liability,
individually, and/or in the aggregate, in the reasonable opinion of the Required Lenders, has had,
or would reasonably be expected to have, a Material Adverse Effect; or



     (i) Change of Control: if there occurs a Change of Control.



     Section 8.02 Remedies. Upon the occurrence of any Event of Default, and at any time
thereafter if any Event of Default shall then be continuing, the Global Agent shall, upon the
written request of the Required Lenders, by written notice to the Borrowers or any thereof, take
any or all of the following actions, without prejudice to the rights of the Global Agent or any
Lender to enforce its claims against the Company or any other Credit Party in any manner permitted
under applicable law:



     (a) declare the Commitments terminated, whereupon the Commitment of each Lender shall
forthwith terminate immediately without any other notice of any kind;



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     (b) declare the principal of and any accrued interest in respect of all Loans, all Unpaid
Drawings and all other Obligations owing hereunder and thereunder to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers;



     (c) require the applicable LC Obligors to deposit cash in a deposit account designated by the
Global Agent in an amount equal to 105% of the Revolving Facility LC Outstandings of such LC
Obligor to secure such LC Obligor’s reimbursement obligations with respect to such Revolving
Facility LC Outstandings; or



     (d) exercise any other right or remedy available under any of the Loan Documents or applicable
law;


provided
that, if an Event of Default specified in Section 8.01(g) shall occur, the result that would occur upon
the giving of written notice by the Global Agent as specified in clauses (a) and/or (b) above shall
occur automatically without the giving of any such notice.




     Section 8.03 Application of Certain Payments and Proceeds. All payments and other
amounts received by the Global Agent or any Lender (i) at any time on or after the Equalization
Date or (ii) at any time from the exercise of remedies hereunder or under the other Credit
Documents, shall in each case unless otherwise required by the terms of the other Loan Documents or
by applicable law be applied as follows:



     (a) Obligations Generally. Except with respect to any amounts that are required to
first be applied pursuant to subparts (b) or (c) below, all amounts received by or with respect to
the Company or any other Domestic Credit Party shall be applied:




     (i) first, to the payment of that portion of the Obligations constituting fees,
indemnities and expenses and other amounts (including attorneys’ fees and amounts due under
Article III) payable to the Global Agent in its capacity as such;




     (ii) second, to the payment of that portion of the Obligations constituting fees,
indemnities and expenses (including attorneys’ fees and amounts due under Article III)
payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate
of all such amounts;




     (iii) third, to the payment of that portion of the Obligations constituting accrued and
unpaid interest on the Loans and Unpaid Drawings with respect to Letters of Credit, ratably
among the Lenders in proportion to the aggregate of all such amounts;




     (iv) fourth, pro rata to the payment of (A) that portion of the Obligations
constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders
and each LC Issuer in proportion to the aggregate of all such amounts, and (B) the amounts
due in respect of termination payments to Designated Hedge Creditors under Designated Hedge
Agreements (subject to confirmation by the Global Agent that any calculations of termination
or other payment obligations are being made in accordance with normal industry practice);




     (v) fifth, to the Global Agent for the benefit of each LC Issuer to cash collateralize
the Stated Amount of outstanding Letters of Credit;




     (vi) sixth, to the payment of all other Obligations of the Credit Parties owing under
or in respect of the Loan Documents that are then due and payable to the Global Agent, each LC



78









 






Issuer, the Swing Line Lender, the Lenders and the Designated Hedge Creditors, ratably
based upon the respective aggregate amounts of all such Obligations owing to them on such
date; and




     (vii) finally, any remaining surplus after all of the Obligations have been paid in
full, to the Borrowers or to whomsoever shall be lawfully entitled thereto.



     (b) Foreign Revolving Facility Borrower Obligations. All amounts received by or with
respect to any Foreign Revolving Facility Borrower shall be applied:




     (i) first, to the payment of that portion of the Foreign Revolving Facility Borrower
Obligations owing by such Foreign Revolving Facility Borrower constituting fees, indemnities
and expenses and other amounts (including attorneys’ fees and amounts due under
Article III) payable to the Global Agent in its capacity as such;




     (ii) second, to the payment of that portion of the Foreign Revolving Facility Borrower
Obligations owing by such Foreign Revolving Facility Borrower constituting fees, indemnities
and expenses (including attorneys’ fees and amounts due under Article III) payable to each
Lender and each LC Issuer, ratably among them in proportion to the aggregate of all such
amounts;




     (iii) third, to the payment of that portion of the Foreign Revolving Facility Borrower
Obligations constituting accrued and unpaid interest on the Loans made to such Foreign
Revolving Facility Borrower and Unpaid Drawings with respect to Revolving Facility Letters
of Credit issued for the account of such Foreign Revolving Facility Borrower, ratably among
the Lenders and each LC Issuer in proportion to the aggregate of all such amounts;




     (iv) fourth, to the payment of that portion of the Foreign Revolving Facility Borrower
Obligations constituting unpaid principal of the Loans made to such Foreign Revolving
Facility Borrower and Unpaid Drawings with respect to Revolving Facility Letters of Credit
issued for the account of such Foreign Revolving Facility Borrower, ratably among the
Lenders and each LC Issuer in proportion to the aggregate of all such amounts;




     (v) fifth, to the Global Agent for the benefit of each LC Issuer to cash collateralize
the Stated Amount of Revolving Facility Letters of Credit issued for the account of such
Foreign Revolving Facility Borrower;




     (vi) sixth, to the payment of all other Foreign Revolving Facility Borrower Obligations
of such Foreign Revolving Facility Borrower owing under or in respect of the Loan Documents
that are then due and payable to the Global Agent, each LC Issuer, and the Lenders, ratably
based upon the respective aggregate amounts of all such Foreign Revolving Facility Borrower
Obligations owing to them by such Foreign Revolving Facility Borrower on such date; and




     (vii) finally, any remaining surplus after all of the Foreign Revolving Facility
Borrower Obligations of such Foreign Revolving Facility Borrower have been paid in full, to
such Foreign Revolving Facility Borrower or to whomsoever shall be lawfully entitled
thereto.



     (c) Canadian Obligations. All amounts received by or with respect to the Canadian
Borrower shall be applied:




     (i) first, to the payment of that portion of the Canadian Obligations owing by the
Canadian Borrower constituting fees, indemnities and expenses and other amounts (including
attorneys’ fees and amounts due under Article III) payable to the Global Agent in its
capacity as such;



79









 






     (ii) second, to the payment of that portion of the Canadian Obligations owing by the
Canadian Borrower constituting fees, indemnities and expenses (including attorneys’ fees and
amounts due under Article III) payable to each Canadian Lender and each LC Issuer, ratably
among them in proportion to the aggregate of all such amounts;




     (iii) third, to the payment of that portion of the Canadian Obligations constituting
accrued and unpaid interest on the Canadian Revolving Loans made to the Canadian Borrower
ratably among the Canadian Lenders in proportion to the aggregate of all such amounts;




     (iv) fourth, to the payment of that portion of the Canadian Obligations constituting
unpaid principal of the Canadian Revolving Loans made to the Canadian Borrower ratably among
the Canadian Lenders in proportion to the aggregate of all such amounts;




     (v) fifth, to the payment of all other Canadian Obligations owing under or in respect
of the Loan Documents that are then due and payable to the Global Agent and the Canadian
Lenders, ratably based upon the respective aggregate amounts of all such Canadian
Obligations owing to them by the Canadian Borrower on such date; and




     (vi) finally, any remaining surplus after all of the Canadian Obligations have been
paid in full, to the Canadian Borrower or to whomsoever shall be lawfully entitled thereto.



     Section 8.04 Equalization.



(a) Equalization Prior to Equalization Date.





     (i) Generally. Subject to subpart (b) below, if at any time any Lender
receives any amount (other than amounts that are received from a Canadian Borrower with
respect to the Canadian Obligations and are subject to subpart (a)(ii) below) hereunder
(whether by voluntary payment, by realization upon security, by the exercise of the right of
setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right
under the Loan Documents, or otherwise) that is applicable to the payment of the principal
of, or interest on, the Loans (other than Swing Loans), Revolving Facility LC
Participations, Swing Line Participations or Fees (other than Fees that are intended to be
paid solely to the Global Agent or an LC Issuer and amounts payable to a Lender under
Article III), of a sum that with respect to the related sum or sums received by other
Lenders is in a greater proportion than the total of such Obligation then owed and due to
such Lender (based on such Lender’s ratable share thereof as determined in accordance with
Section 2.14 or Section 8.03(a) or specifically set forth elsewhere in this
Agreement) bears to the total of such Obligation then owed and due to all of the Lenders
immediately prior to such receipt, then such Lender receiving such excess payment
shall purchase for cash without recourse or warranty from the other Lenders an interest in
the Obligations (other than the Canadian Obligations) to such Lenders in such amount as
shall result in a proportional participation by all of the Lenders in such amount.




     (ii) Canadian Sub-Facility. Subject to subpart (b) below, if at any time any
Canadian Lender receives any amount hereunder from the Canadian Borrower (whether by
voluntary payment, by realization upon security, by the exercise of the right of setoff or
banker’s lien, by counterclaim or cross action, by the enforcement of any right under the
Loan Documents, or otherwise) that is applicable to the payment of the principal of, or
interest on, the Canadian Loans (other than amounts payable to a Canadian Lender under
Article III) of a sum that with respect to the related sum or sums received by other
Canadian Lenders is in a greater proportion than the total such Canadian Obligations then
owed and due to such Canadian Lender bears to the total of such Canadian Obligation then
owed and due to all of the Canadian Lenders immediately prior to



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such receipt, then
such Lender receiving such excess payment shall purchase for cash without recourse or
warranty from the other Canadian Lenders an interest in the Canadian Obligations to such
Canadian Lenders in such amount as shall result in a proportional participation by all of
the Canadian Lenders in such amount.




     (iii) Recovery of Amounts. If any amount paid to any Lender pursuant to
subparts (i) or (ii) above is recovered in whole or in part from such Lender, such original
purchase shall be rescinded, and the purchase price restored ratably to the extent of the
recovery.



     (b) Equalization after Equalization Date. If at any time on or after the Equalization
Date, the Credit Facility Exposure owing to any Lender is greater than an amount equal to such
Lender’s Equalization Percentage of the Aggregate Credit Facility Exposure, then on such date each
of the other Lenders shall purchase from such Lender for cash at par an amount of the Obligations
of such Lender as shall be necessary such that the Credit Facility Exposure owing to such Lender is
equal to the amount of its Equalization Percentage of the Aggregate Credit Facility Exposure.



     (c) Consent. The Parent and the Company consent to the foregoing and agree, to the
extent they may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of such Borrower in the amount of such participation. In no event, however, shall a Lender
exercise a right of set-off or counterclaim against a Borrower with respect to the participated
Obligations unless such Borrower is otherwise obligated with respect to such Obligations.



     (d) Defaulting Lenders. Notwithstanding anything to the contrary contained herein,
the provisions of this Section shall be subject to the express provisions of this Agreement that
require, or permit, differing payments to be made to Lenders that are not Defaulting Lenders, as
opposed to Defaulting Lenders. If any Lender shall fail to make any payment required to be made by
it pursuant to this Section, then the Global Agent may, in its discretion (notwithstanding any
contrary provision of this Agreement), apply any amounts thereafter received by the Global Agent
for the account of such Lender to satisfy such Lender’s obligations to the Global Agent under such
Sections until all such unsatisfied obligations are fully paid.



ARTICLE IX




THE GLOBAL AGENT




     Section 9.01 Appointment. Each Lender hereby irrevocably designates and appoints National City Bank to act as specified
herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes National City Bank
as the Global Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and
the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to, the Global
Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto.
The Global Agent agrees to act as such upon the express conditions contained in this Article. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Global Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other
Loan Documents, nor any fiduciary relationship with any Lender or LC Issuer, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist against the Global Agent. The provisions of this Article are solely
for the benefit of the Global Agent and the Lenders, and no Credit Party shall have any rights as a third party beneficiary of any of the provisions
hereof. In performing its functions and duties under this Agreement, the Global Agent shall act solely as agent of the Lenders and




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does not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with or for the Borrowers or any of their Subsidiaries.




     Section 9.02 Delegation of Duties. The Global Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, sub-agents or
attorneys-in-fact, including, without limitation, through its Canadian Administrative Branch, and
shall be entitled to advice of counsel concerning all matters pertaining to such duties. The
Global Agent shall not be responsible for the negligence or misconduct of any agents, sub-agents or
attorneys-in-fact selected by it with reasonable care except to the extent otherwise required by
Section 9.03.



     Section 9.03 Exculpatory Provisions. Neither the Global Agent nor any of its Related
Parties shall be (a) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document (except for its or
such Related Parties’ own gross negligence or willful misconduct) or (b) responsible in any manner
to any of the Lenders for any recitals, statements, representations or warranties made by the
Parent, the Borrowers or any of their Subsidiaries or any of their respective officers contained in
this Agreement, any other Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Global Agent under or in connection with, this
Agreement or any other Loan Document or for any failure of the Parent, any Borrower or any
Subsidiary of the Borrowers or any of their respective officers to perform its obligations
hereunder or thereunder. The Global Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the agreements contained in,
or conditions of, this Agreement, or to inspect the properties, books or records of the Parent, any
Borrower or any Subsidiary of any Borrower. The Global Agent shall not be responsible to any
Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency
of this Agreement or any Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statement or in any financial or
other statements, instruments, reports, certificates or any other documents in connection herewith
or therewith furnished or made by the Global Agent to the Lenders or by or on behalf of the Parent,
the Borrowers or any of their Subsidiaries to the Global Agent or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained
herein or therein or as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default.



     Section 9.04 Reliance by Global Agent. The Global Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, e-mail or other electronic transmission,
facsimile transmission, telex or teletype message, statement, order or other document or
conversation believed by it, in good faith, to be genuine and correct and to have been signed, sent
or made by the proper Person or persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrowers or any of their Subsidiaries), independent accountants
and other experts selected by the Global Agent. The Global Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or
it shall first be indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any such action. The
Global Agent shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the Required Lenders
(or all of the Lenders (other than any Defaulting Lender), as applicable, as to any matter that,
pursuant to Section 11.11, can only be effectuated with the consent of all Lenders, or all Lenders
(other than any Defaulting Lender), as the case may be), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders.



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     Section 9.05 Notice of Default. The Global Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the
Global Agent has received notice from a Lender or a Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice of default.”
In the event that the Global Agent receives such a notice, the Global Agent shall give prompt
notice thereof to the Lenders. The Global Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required Lenders; provided,
however, that unless and until the Global Agent shall have received such directions, the Global
Agent may (but shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in the best interests
of the Lenders.



     Section 9.06 Non-Reliance. Each Lender expressly acknowledges that neither the Global
Agent nor any of its Related Parties have made any representations or warranties to it and that no
act by the Global Agent hereinafter taken, including, without limitation, any review of the affairs
of the Company or any of its Subsidiaries, shall be deemed to constitute any representation or
warranty by the Global Agent to any Lender. Each Lender represents to the Global Agent that it
has, independently and without reliance upon the Global Agent, or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Parent and its Subsidiaries and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon the Global Agent, or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make
such investigation as it deems necessary to inform itself as to the business, assets, operations,
property, financial and other conditions, prospects and creditworthiness of the Parent and its
Subsidiaries. The Global Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, operations, assets, property,
financial and other conditions, prospects or creditworthiness of the Parent or any of its Subsidiaries that may come into the possession
of the Global Agent or any of its Related Parties.



     Section 9.07 No Reliance on Global Agent’s Customer Identification Program. Each
Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, Participants or
assignees, may rely on the Global Agent to carry out such Lender’s, Affiliate’s, Participant’s or
assignee’s customer identification program, or other obligations required or imposed under or
pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained
in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other
Anti-Terrorism Law, including any programs involving any of the following items relating to or in
connection with the Parent or any of its Subsidiaries, any of their respective Affiliates or
agents, the Loan Documents or the transactions hereunder: (a) any identity verification
procedures, (b) any record keeping, (c) any comparisons with government lists, (d) any customer
notices or (e) any other procedures required under the CIP Regulations or such other laws.



     Section 9.08 USA Patriot Act. Each Lender or assignee or Participant of a Lender that
is not organized under the laws of the United States of America or a state thereof (and is not
excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the
applicable regulations because it is both (a) an affiliate of a depository institution or foreign
bank that maintains a physical presence in the United States or foreign country, and (b) subject to
supervision by a banking authority regulating such affiliated depository institution or foreign
bank) shall deliver to the Global Agent the certification, or, if applicable, recertification,
certifying that such Lender is not a “shell” and certifying to other matters as required by
Section 313 of the USA Patriot Act and the applicable regulations, within 10 days after the Closing
Date at such other times as are required under the USA Patriot Act.



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     Section 9.09 Indemnification. The Lenders agree to indemnify the Global Agent and its
Related Parties as such ratably according to their respective Fixed Commitment Percentages, from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, reasonable expenses or disbursements of any kind whatsoever that may at any time
(including, without limitation, at any time following the payment of the Obligations) be imposed
on, incurred by or asserted against the Global Agent or such Related Parties in any way relating to
or arising out of this Agreement or any other Loan Document, or any documents contemplated by or
referred to herein or the transactions contemplated hereby or any action taken or omitted to be
taken by the Global Agent or such Related Parties under or in connection with any of the foregoing,
but only to the extent that any of the foregoing are not paid by the Borrowers; provided, however,
that no Lender shall be liable to the Global Agent or any of its Related Parties for the payment of
any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements to the extent resulting solely from the Global Agent’s or
such Related Parties’ gross negligence or willful misconduct. If any indemnity furnished to the
Global Agent or any such Related Parties for any purpose shall, in the opinion of the Global Agent,
be insufficient or become impaired, the Global Agent may call for additional indemnity and cease,
or not commence, to do the acts indemnified against until such additional indemnity is furnished.
The agreements in this Section shall survive the payment of all Obligations.



     Section 9.10 The Global Agent in Individual Capacity. The Global Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any kind of business
with the Parent, the Company, and their Subsidiaries and Affiliates as though not acting as Global
Agent hereunder. With respect to the Loans made by it and all Obligations owing to it, the Global
Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the
same as though it were not the Global Agent, and the terms “Lender” and “Lenders” shall include the
Global Agent in its individual capacity.



     Section 9.11 Successor Global Agent. The Global Agent may resign at any time upon not
less than 30 days notice to the Lenders, each LC Issuer and the Company. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in consultation with the Company,
to appoint a successor. If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Global Agent gives
notice of its resignation, then the retiring Global Agent may on behalf of the Lenders and each LC
Issuer, appoint a successor Global Agent; provided, however, that if the Global Agent shall notify
the Company and the Lenders that no such successor is willing to accept such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (i) the retiring
Global Agent shall be discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any cash collateral held by the Global Agent on behalf of
the Lenders or any LC Issuer under any of the Loan Documents, the retiring Global Agent shall
continue to hold such cash collateral until such time as a successor Global Agent is appointed) and
(ii) all payments, communications and determinations provided to be made by, to or through the
Global Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as
the Required Lenders appoint a successor Global Agent as provided for above in this paragraph.
Upon the acceptance of a successor’s appointment as Global Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or retired) Global Agent, and the retiring Global Agent shall be discharged from all of its duties
and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as
provided above in this paragraph). The fees payable by the Company to a successor Global Agent
shall be the same as those payable to its predecessor unless otherwise agreed between the Company
and such successor. After the retiring Global Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Article and Section 11.02 shall continue in effect for the
benefit of such retiring Global Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the retiring Global Agent
was acting as Global Agent.



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     Section 9.12 Other Agents. Any Lender identified herein as a Co-Agent, Syndication
Agent, Documentation Agent, Managing Agent, Manager, Co-Lead Arranger, Arranger or any other
corresponding title, other than “Global Agent,” shall have no right, power, obligation, liability,
responsibility or duty under this Agreement or any other Loan Document except those applicable to
all Lenders as such. Each Lender acknowledges that it has not relied, and will not rely, on any
Lender so identified in deciding to enter into this Agreement or in taking or not taking any action
hereunder.



ARTICLE X




GUARANTY




     Section 10.01 Guaranty by the Company. The Company hereby irrevocably and
unconditionally guarantees, which guaranty is a guaranty of payment and not of collection, for the
benefit of the Benefited Creditors, all of the following (collectively, the “Company Guaranteed
Obligations”): (a) (i) the principal of and interest on the Notes issued by, and the Loans
made to, and the other Obligations of, the Foreign Subsidiary Borrowers under this Agreement, and
(ii) all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued for
the benefit of any LC Obligor (other than the Company) under this Agreement, and (b) all amounts,
indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every
type or description, and at any time existing, owing by any Subsidiary of the Company under any
Designated Hedge Agreement or any other document or agreement executed and delivered in connection
therewith to any Designated Hedge Creditor, in all cases under subparts (a) or (b) above, whether
now existing, or hereafter incurred or arising, including any such interest or other amounts
incurred or arising during the pendency of any bankruptcy, insolvency, reorganization, receivership
or similar proceeding, regardless of whether allowed or allowable in such proceeding or subject to
an automatic stay under Section 362(a) of the Bankruptcy Code). Upon failure by any Credit Party
to pay punctually any of the Company Guarantee Obligations, the Company shall forthwith on demand
by the Global Agent pay the amount not so paid at the place and in the currency and otherwise in
the manner specified in this Agreement or any other applicable agreement or instrument.



     Section 10.02 Additional Undertaking. As a separate, additional and continuing
obligation, the Company unconditionally and irrevocably undertakes and agrees, for the benefit of
the Benefited Creditors that, should any amounts not be recoverable from the Company under Section
10.01 for any reason whatsoever (including, without limitation, by reason of any provision of any
Loan Document or any other agreement or instrument executed in connection therewith being or
becoming void, unenforceable, or otherwise invalid under any applicable law) then, notwithstanding
any notice or knowledge thereof by any Lender, the Global Agent, any of their respective
Affiliates, or any other person, at any time, the Company as sole, original and independent
obligor, upon demand by the Global Agent, will make payment to the Global Agent, for the account of
the Benefited Creditors, of all such obligations not so recoverable by way of full indemnity, in
such currency and otherwise in such manner as is provided in the Loan Documents or any other
applicable agreement or instrument.



     Section 10.03 Guaranty Unconditional. The obligations of the Company under this
Article shall be unconditional and absolute and, without limiting the generality of the foregoing,
shall not be released, discharged or otherwise affected by the occurrence, one or more times, of
any of the following:



     (a) any extension, renewal, settlement, compromise, waiver or release in respect to any
Company Guaranteed Obligation under any agreement or instrument, by operation of law or otherwise;



     (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan
Document, or any agreement or instrument evidencing or relating to any Company Guaranteed
Obligation;



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     (c) any release, non-perfection or invalidity of any direct or indirect security for any
Company Guaranteed Obligation under any agreement or instrument evidencing or relating to any
Company Guaranteed Obligation;



     (d) any change in the corporate existence, structure or ownership of any Credit Party or other
Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any
Credit Party or other Subsidiary or its assets or any resulting release or discharge of any
obligation of any Credit Party or other Subsidiary contained in any agreement or instrument
evidencing or relating to any Company Guaranteed Obligation;



     (e) the existence of any claim, set-off or other rights which the Company may have at any time
against any other Credit Party, the Global Agent, any Lender, any Affiliate of any Lender or any
other person, whether in connection herewith or any unrelated transactions;



     (f) any invalidity or unenforceability relating to or against any other Credit Party for any
reason of any agreement or instrument evidencing or relating to any Company Guaranteed Obligation,
or any provision of applicable law or regulation purporting to prohibit the payment by any Credit
Party of any of the Company Guaranteed Obligations; or



     (g) any other act or omission of any kind by any other Credit Party, the Global Agent, any
Lender or any other Person or any other circumstance whatsoever which might, but for the provisions
of this Article, constitute a legal or equitable discharge of a Subsidiary’s obligations under the
Domestic Credit Party Guaranty or the Company’s obligations under this Article other than the
irrevocable payment in full of all Company Guaranteed Obligations.



     Section 10.04 Company Obligations to Remain in Effect; Restoration. The Company’s
obligations under this Article shall remain in full force and effect until the Commitments shall
have terminated, and the principal of and interest on the Notes and other Company Guaranteed
Obligations, and all other amounts payable by the Company, any other Credit Party or other
Subsidiary, under the Loan Documents or any other agreement or instrument evidencing or relating to
any of the Company Guaranteed Obligations, shall have been paid in full. If at any time any
payment of any of the Company Guaranteed Obligations is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of such Credit Party, the Company’s
obligations under this Article with respect to such payment shall be reinstated at such time as
though such payment had been due but not made at such time.



     Section 10.05 Waiver of Acceptance, etc. The Company irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any person against any other Credit Party or
any other Person, or against any guaranty of any other Person.



     Section 10.06 Subrogation. Until the indefeasible payment in full of all of the
Obligations and the termination of the Commitments hereunder, the Company shall have no rights, by
operation of law or otherwise, upon making any payment under this Article to be subrogated to the
rights of the payee against any other Credit Party with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by any such Credit Party in respect thereof.



     Section 10.07 Effect of Stay. In the event that acceleration of the time for payment
of any amount payable by any Credit Party under any Company Guaranteed Obligation is stayed upon
insolvency, bankruptcy or reorganization of such Credit Party, all such amounts otherwise subject
to acceleration under the terms of any applicable agreement or instrument evidencing or relating to
any Company



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Guaranteed Obligation shall nonetheless be payable by the Company under this Article
forthwith on demand by the Global Agent.



ARTICLE XI




MISCELLANEOUS




     Section 11.01 Payment of Expenses etc. The Borrowers agree to pay (or reimburse the
Global Agent, the Co-Lead Arrangers, the Lenders or their Affiliates, as the case may be) all of
the following: (i) whether or not the transactions contemplated hereby are consummated, for all
reasonable out-of-pocket costs and expenses of the Global Agent and the Co-Lead Arrangers in
connection with the negotiation, preparation, syndication, administration and execution and
delivery of the Loan Documents and the documents and instruments referred to therein and the
syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Global
Agent and the Co-Lead Arrangers in connection with any amendment, waiver or consent relating to any
of the Loan Documents that is requested by any Credit Party; (iii) all reasonable out-of-pocket
costs and expenses of the Global Agent, the Co-Lead Arrangers, the Lenders and their Affiliates in
connection with the enforcement of any of the Loan Documents or the other documents and
instruments referred to therein, including, without limitation,  the reasonable fees and
disbursements of any counsel to the Global Agent, the Co-Lead Arrangers and any Lender (including,
without limitation, allocated costs of internal counsel); and (iv) any and all present and future
stamp, goods and services tax, and other similar taxes with respect to the foregoing matters
(“Other Taxes”) and save the Global Agent, the Co-Lead Arrangers and each of the Lenders harmless from and against
any and all liabilities with respect to or resulting from any delay or omission (other than to the
extent attributable to any such Indemnified Person) to pay such taxes; provided, however, that
notwithstanding the foregoing, a Foreign Subsidiary Borrower shall only be required to pay any of
the foregoing to the extent that any of the foregoing have been incurred in connection with the
Obligations owing by such Foreign Subsidiary Borrower or are otherwise directly related or
attributable to such Foreign Subsidiary Borrower.



     Section 11.02 Indemnification. Each Borrower agrees to indemnify the Global Agent,
the Co-Lead Arrangers, each Lender and their respective Related Parties (collectively, the
“Indemnitees”) from and hold each of them harmless against any and all losses, liabilities,
claims, damages or expenses reasonably incurred by any of them as a result of, or arising out of,
or in any way related to, or by reason of (i) any investigation, litigation or other proceeding
(whether or not any Lender is a party thereto) related to the entering into and/or performance of
any Loan Document or the use of the proceeds of any Loans hereunder or the consummation of any
transactions contemplated in any Loan Document, other than any such investigation, litigation or
proceeding arising out of transactions solely between any of the Lenders, the Global Agent or the
Co-Lead Arrangers, transactions solely involving the assignment by a Lender of all or a portion of
its Loans and Commitments, or the granting of participations therein, as provided in this
Agreement, or arising solely out of any examination of a Lender by any regulatory or other
Governmental Authority having jurisdiction over it, or (ii) the actual or alleged presence of
Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any
Real Property owned, leased or at any time operated by the Company or any of its Subsidiaries, the
release, generation, storage, transportation, handling or disposal of Hazardous Materials at any
location, whether or not owned or operated by the Company or any of its Subsidiaries, if the
Company or any such Subsidiary could have or is alleged to have any responsibility in respect
thereof, the non-compliance of any such Real Property with foreign, federal, state, provincial,
territorial, municipal and local laws, regulations and ordinances (including applicable permits
thereunder) applicable thereto, or any Environmental Claim asserted against the Company or any of
its Subsidiaries, in respect of any such Real Property, including, in the case of each of (i) and
(ii) above, without limitation, the reasonable documented fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other proceeding (but excluding
any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the
gross negligence or willful misconduct of the Person to be indemnified or of any other Indemnitee
who is such Person or an



87









 







Affiliate of such Person). To the extent that the undertaking to
indemnify, pay or hold harmless any Person set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Company shall make the maximum
contribution to the payment and satisfaction of each of the indemnified liabilities that is
permissible under applicable law. Notwithstanding the foregoing, a Foreign Subsidiary Borrower
shall only be required to indemnify any Indemnitee pursuant to this Section to the extent that any
such losses, liabilities, claims, damages or expenses have been caused by such Foreign Subsidiary
Borrower or are otherwise directly related or attributable to such Foreign Subsidiary Borrower.



     Section 11.03 Right of Setoff. In addition to any rights now or hereafter granted
under applicable law or otherwise, and not by way of limitation of any such rights, upon the
occurrence and during the continuance of an Event of Default, each Lender is hereby authorized at
any time or from time to time, without presentment, demand, protest or other notice of any kind to
any Borrower or to any other Person, any such notice being hereby expressly waived, to set off and
to appropriate and apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing by such Lender (including, without limitation, by branches, agencies and
Affiliates of such Lender wherever located) to or for the credit or the account of any Borrower
against and on account of the Obligations and liabilities of such Borrower to such Lender under
this Agreement or under any of the other Loan Documents, including, without limitation, all claims
of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any
demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured. Each Lender agrees to promptly notify the applicable Borrowers after any
such set off and application; provided, however, that the failure to give such notice shall not
affect the validity of such set off and application.



     Section 11.04 Notices.



     (a) Generally. Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in subpart (c) below), all notices and
other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:




     (i) if to the Company, to it at 6301 Fitch Path, New Albany, Ohio 43054, Attention:
Treasurer (Facsimile No. 614.283.8686);




     (ii) if to any Foreign Subsidiary Borrower, to it at the address specified in the
Joinder Agreement pursuant to which it became a party to this Agreement with a copy to the
Company at the address set forth in subpart (i) above;




     (iii) if to any other Credit Party, to it c/o Abercrombie & Fitch Co., 6301 Fitch Path,
New Albany, Ohio 43054, Attention: Treasurer (Facsimile No. 614.283.8686);




     (iv) if to the Global Agent, to it at the Notice Office; and




     (v) if to a Lender, to it at its address (or facsimile number) set forth next to its
name on the signature pages hereto or, in the case of any Lender that becomes a party to
this Agreement by way of assignment under Section 11.04 of this Agreement, to it at the
address set forth in the Assignment and Assumption to which it is a party.



     (b) Receipt of Notices. Notices and communications sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by facsimile shall be deemed to have been given when sent and receipt has
been confirmed by



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telephone. Notices delivered through electronic communications to the extent
provided in subparagraph (c) below shall be effective as provided in said subparagraph (c).



     (c) Electronic Communications. Subject to Section 6.01(g), notices and other
communications to the Global Agent, an LC Issuer or any Lender hereunder and required to be
delivered pursuant to Section 6.01(a), (b), (c), (d), may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to procedures approved
by the Global Agent. The Global Agent or the Company may, in their discretion, agree in a separate
writing to accept notices and other communications to them hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications. Unless the Global Agent otherwise prescribes, (i) notices
and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), provided that
if such notice or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the opening of
business on the next Business Day for the recipient, and (ii) notices or communications posted to
an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the
website address therefor.



     (d) Change of Address, Etc. Any party hereto may change its address or facsimile
number for notices and other communications hereunder by notice to each of the other parties hereto
in accordance with Section 11.04(a), or in the case of any Lender, to the Company and the Global
Agent.



     Section 11.05 Successors and Assigns.



     (a) Successors and Assigns Generally. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective successors and
assigns; provided, however, that no Borrower may assign or transfer any of its rights or
obligations hereunder without the prior written consent of all the Lenders (other than any
Defaulting Lender), and, provided, further, that any assignment or participation by a Lender of any
of its rights and obligations hereunder shall be effected in accordance with this Section.



     (b) Participations. Each Lender may at any time grant participations in any of its
rights hereunder or under any of the Notes to an Eligible Assignee (a “Participant”),
provided that in the case of any such participation,




     (i) the Participant shall not have any rights under this Agreement or any of the other
Loan Documents, including rights of consent, approval or waiver (the Participant’s rights
against such Lender in respect of such participation to be those set forth in the agreement
executed by such Lender in favor of the Participant relating thereto),




     (ii) such Lender’s obligations under this Agreement (including, without limitation, its
Commitments hereunder) shall remain unchanged,




     (iii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations,




     (iv) such Lender shall remain the holder of any Note for all purposes of this
Agreement, and



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     (v) the Borrowers, the Global Agent, and the other Lenders shall continue to deal
solely and directly with the selling Lender in connection with such Lender’s rights and
obligations under this Agreement, and all amounts payable by the Borrowers hereunder shall
be determined as if such Lender had not sold such participation, except that the Participant
shall be entitled to the benefits of ARTICLE III, provided that any such Participant shall
have complied with the requirements of ARTICLE III including, without limitation, Section
3.03 and provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to ARTICLE III than the transferor to the extent that such Lender would be
entitled to receive if the participation had not been entered into or sold,


and, provided further, that no Lender shall transfer, grant or sell any participation under which
the Participant shall have rights to approve any amendment to or waiver of this Agreement or any
other Loan Document except to the extent such amendment or waiver would (w) increase the Maximum
Credit Facility Amount, other than pursuant to Section 2.17, extend the final scheduled maturity of
the Loans in which such Participant is participating, or reduce the rate or extend the time of
payment of interest or Fees thereon (except in connection with a waiver of the applicability of any
post-default increase in interest rates), or reduce the principal amount thereof, or increase such Participant’s participating
interest in any Commitment over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default shall not constitute a change in the terms of any such
Commitment), (x) release any guarantor from its guaranty of any of the Obligations, except in
accordance with the terms of the Loan Documents, or (y) consent to the assignment or transfer by
any Borrower of any of its rights and obligations under this Agreement.




     (c) Assignments by Lenders.




     (i) Any Lender may assign all, or if less than all, a fixed portion, of its Loans,
Revolving Facility LC Participations, Swing Loan Participations and/or Commitments and its
rights and obligations hereunder to one or more Eligible Assignees, each of which shall
become a party to this Agreement as a Lender by execution of an Assignment and Assumption;
provided, however, that




(A) except in the case (x) of an assignment of the entire remaining amount of
the assigning Lender’s Loans and/or Commitments or (y) an assignment to
another Lender, an Affiliate of such Lender or an Approved Fund with respect
to such Lender, the aggregate amount of the Commitment so assigned (which for
this purpose includes the Loans outstanding thereunder) shall not be less
than $5,000,000;




(B) no Lender that is a Canadian Lender (whether directly or by its Canadian
Lending Installation) may (i) at any time prior to the Equalization Date,
assign any portion of its Facility Commitment (including the outstanding
Revolving Loans made by it thereunder) without also assigning to the same
Eligible Assignee (or the Canadian Lending Installation of such Eligible
Assignee) a proportionate amount of the Canadian Commitment (and the
outstanding Canadian Revolving Loans made by it thereunder) of such Lender
(or the Canadian Lending Installation of such Lender), (ii) at any time prior
to the Equalization Date, assign any portion of its Canadian Commitment (and
the outstanding Canadian Revolving Loans made by it thereunder) without also
assigning to the same Eligible Assignee (or the Canadian Lending Installation
of such Eligible Assignee) a proportionate amount of its Facility Commitment
(including the outstanding Revolving Loans made by it thereunder) of such
Lender (or the Canadian Lending Installation of such Lender), or (iii) assign
any



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portion of its Canadian Commitment to an Eligible Assignee who is (or
whose Canadian Lending Installation is) not a resident of Canada within the
meaning of the Income Tax Act (Canada) for the purposes of the withholding
tax provisions in Part XIII of the Income Tax Act (Canada) as who is not an
“authorized foreign bank” as defined in Section 2 of the Bank Act (Canada)
unless such Person’s lending activities are not regulated by the Bank Act
(Canada);




(C) in the case of any assignment to an Eligible Assignee at the time of any
such assignment the Lender Register shall be deemed modified to reflect the
Commitments of such new Lender and of the existing Lenders;




(D) upon surrender of the old Notes, if any, upon request of the new Lender,
new Notes will be issued, at the Borrowers’ expense, to such new Lender and
to the assigning Lender, to the extent needed to reflect the revised
Commitments; and




(E) unless waived by the Global Agent, the Global Agent shall receive at the
time of each such assignment, from the assigning or assignee Lender, the
payment of a non-refundable assignment fee of $3,500.




     (ii) To the extent of any assignment pursuant to this subpart (c), the assigning Lender
shall be relieved of its obligations hereunder with respect to its assigned Commitments.




     (iii) Prior to each assignment pursuant to this subpart (c) to a Person that is not
already a Lender hereunder the respective assignee Lender shall provide to the Company and
the Global Agent the appropriate Internal Revenue Service Forms and a Withholding
Certificate (and, if applicable an Exemption Certificate) described in Section 3.03(b). To
the extent that an assignment of all or any portion of a Lender’s Commitment and related
outstanding Obligations pursuant to this subpart (c) would, at the time of such assignment,
result in increased costs under Section 3.01 from those being charged by the respective
assigning Lender prior to such assignment, then the Company shall not be obligated to pay
such increased costs (although the Borrowers shall be obligated to pay any other increased
costs of the type described above resulting from changes after the date of the respective
assignment).




     (iv) With respect to any Lender, the transfer of any Commitment of such Lender and the
rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall
not be effective until such transfer is recorded on the Lender Register maintained by the
Global Agent with respect to ownership of such Commitment and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitment and Loans
shall remain owing to the transferor. The registration of assignment or transfer of all or
part of any Commitments and Loans shall be recorded by the Global Agent on the Lender
Register only upon the acceptance by the Global Agent of a properly executed and delivered
Assignment and Assumption pursuant to this subpart (c).




     (v) Nothing in this Section shall prevent or prohibit (A) any Lender that is a bank,
trust company or other financial institution from pledging its Notes or Loans to a Federal
Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or
(B) any Lender that is a trust, limited liability company, partnership or other investment
company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of
certificates or debt securities issued by it. No such pledge, or any assignment pursuant to
or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its
obligations hereunder.



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     (d) No SEC Registration or Blue Sky Compliance. Notwithstanding any other provisions
of this Section, no transfer or assignment of the interests or obligations of any Lender hereunder
or any grant of participation therein shall be permitted if such transfer, assignment or grant
would require any Borrower to file a registration statement with the SEC or to qualify the Loans
under the “Blue Sky” laws of any state.



     (e) Representations of Lenders. Each Lender initially party to this Agreement hereby
represents, and each Person that becomes a Lender pursuant to an assignment permitted by this
Section will, upon its becoming party to this Agreement, represent that it is a commercial lender,
other financial institution or other “accredited” investor (as defined in SEC Regulation D) that
makes or acquires loans in the ordinary course of its business and that it will make or acquire
Loans for its own account in the ordinary course of such business; provided, however, that subject
to the preceding Section 11.05(b) and (c), the disposition of any promissory notes or other evidences of or interests in Indebtedness
held by such Lender shall at all times be within its exclusive control.



     (f) Provisions Regarding Swiss Qualifying Lenders.




     (i) A grant of a participation pursuant to Section 11.05(b) or an assignment pursuant
to Section 11.05(c) will only be effective if, in case of the grant of a participation or an
assignment in relation to the Revolving Facility (excluding Qualifying Participations), the
new Lender or Participant makes the representations in the Qualifying Certificate to the
Company as to whether it is a Swiss Qualifying Lender (or whether the participation is a
Qualifying Participation) on the date of such participation or assignment, and if it
represents that it is a Swiss Qualifying Lender and if such new Lender or Participant is not
incorporated in a country which is a member of the Organisation for Economic Co-Operation
and Development at such time, the Company has the right prior to the transfer to request
that such new Lender or Participant provide to it a written confirmation signed by the Swiss
Federal Tax Administration that it is a bank in accordance with the explanatory note of the
Swiss Federal Tax Administration No. S-02.123(9.86), as amended from time to time. If the
new Lender or Participant is not a Swiss Qualifying Lender, so long as no Event of Default
has occurred and is continuing, the Company has the right, prior to the transfer, not to
approve such Lender as a Lender or Participant, and such failure to so approve of such
Lender or Participant shall not be deemed to be unreasonable.




     (ii) An assigning Lender must ensure that, when assigning any or all of its rights and
benefits under the Revolving Facility, or transferring all or any of its rights, benefits
and obligations under the Revolving Facility or entering into a participation in relation to
the Revolving Facility, the total number of creditors and/or Participants (other than Swiss
Qualifying Lenders or Participants who have Qualifying Participations) under (A) the
Revolving Facility shall not at any time exceed the number of ten, in accordance with the
Ten Non-Bank Regulations and (B) the Revolving Facility shall not at any time exceed 20,
which when added with any other lenders under any other interest bearing loan facility
(other than short term borrowings) who are Swiss Non-Qualifying Lenders shall not exceed 20
in accordance with the Twenty Non-Bank Regulations. Notwithstanding the foregoing, for the
purposes of clause (B) above, each Lender may assume that no Swiss Obligor has any other
interest bearing loan facility with lenders (other than Lenders or Participants hereunder)
who are not Swiss Qualifying Lenders, and if the number of Swiss Non-Qualifying Lenders
exceeds 20 solely as a result of Swiss Non-Qualifying Lenders under any other interest
bearing loan facility, no Lender shall have any liability for indemnity to any other Person.




     (iii) In the event that a Lender enters into an assignment, transfer or participation
in breach of Section 11.03(f)(ii):



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(A) such assignment, transfer or participation shall not be valid and
effective towards the other Lenders and the Credit Parties (including the
Swiss Borrower); and




(B) the assignee and assignor Lender shall, jointly and severally, indemnify
each of the other Lenders and, if applicable, the Borrowers, for any damages
or losses any of them may incur as a result of such assignment, transfer or
participation, which losses may include, but shall not be limited to, any
increased costs to other Lenders hereunder pursuant to Section 3.01 or
Section 3.03, which would not become payable but for such assignment,
transfer or participation.




     (iv) Any Lender which enters into an assignment, transfer or Qualifying Participation
in relation to the Revolving Facility shall ensure that:




(A) the terms of such assignment, transfer or participation agreement
prohibit the new Lender or Participant from entering into further assignment,
transfer or participation agreements (in relation to the rights between it
and such Lender) and assigning or granting any interest over the assignment,
transfer or participation agreement, except in each case to a person who is a
Swiss Qualifying Lender;




(B) the new Lender or Participant enters into a unilateral undertaking in
favor of each Lender and the Swiss Borrower to abide by the terms included in
the assignment, transfer or participation agreement to reflect sub-paragraph
(A) above;




(C) the terms of such assignment, transfer or participation agreement oblige
the new Lender or Participant, in respect of any further assignment, transfer
or participation, to include a term identical to the provisions of this
Section mutatis mutandis, including a requirement that any further new Lender
or sub-participant, assignee or grantee enters into such undertaking; and




(D) the identity of the new Lender or Participant is permitted to be
disclosed to the Swiss Federal Tax Administration by the Swiss Borrower (if
requested by the Swiss Federal Tax Administration to do so).



     Section 11.06 No Waiver; Remedies Cumulative. No failure or delay on the part of the
Global Agent or any Lender in exercising any right, power or privilege hereunder or under any other
Loan Document and no course of dealing between the Borrowers and the Global Agent or any Lender
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Loan Document preclude any other or further exercise thereof
or the exercise of any other right, power or privilege hereunder or thereunder. No notice to or
demand on any Borrower in any case shall entitle such Borrower to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of the Global Agent
or the Lenders to any other or further action in any circumstances without notice or demand.
Without limiting the generality of the foregoing, the making of a Loan or any LC Issuance shall not
be construed as a waiver of any Default or Event of Default, regardless of whether the Global
Agent, any Lender or any LC Issuer may have had notice or knowledge of such Default or Event of
Default at the time. The rights and remedies herein expressly provided are cumulative and not
exclusive of any rights or remedies that the Global Agent or any Lender would otherwise have.



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     Section 11.07 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.



     (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS 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 HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF
ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. 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, each
Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of the aforesaid courts. Each Borrower 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 Borrower at its
address for notices pursuant to Section 11.04, 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 Borrower in any other
jurisdiction.



     (b) Each Borrower 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
11.07(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 OR ANY
OF THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER
MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. 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.



     Section 11.08 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together constitute one and the
same agreement. A set of counterparts executed by all the parties hereto shall be lodged with the
Company and the Global Agent.



     Section 11.09 Integration. This Agreement, the other Loan Documents and any separate
letter agreements with respect to fees payable to the Global Agent, for its own account and benefit
and/or for the account, benefit of, and distribution to, the Lenders, constitute the entire
contract among the parties relating to the subject matter hereof and thereof and supersede any and
all previous agreements and understandings, oral or written, relating to the subject matter hereof
or thereof.



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     Section 11.10 Headings Descriptive. The headings of the several Sections and other
portions of this Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.



     Section 11.11 Amendment or Waiver.



     (a) Except in connection with any amendment necessary to document an increase in the Credit
Facility pursuant to Section 2.17, neither this Agreement nor any other Loan Document, nor any
terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such
amendment, change, waiver or other modification is in writing and signed by the Borrowers and the Global
Agent, and also signed (or consented to in writing by) the Required Lenders; provided, however,
that




     (i) no change, waiver or other modification shall:




(A) increase the amount of any Commitment of any Lender hereunder, without
the written consent of such Lender or increase the Maximum Credit Facility
Amount (except in accordance with Section 2.17) without the consent of all
the Lenders;




(B) extend or postpone the Credit Facility Termination Date or the maturity
date provided for herein that is applicable to any Loan of any Lender, extend
or postpone the expiration date of any Letter of Credit as to which such
Lender is a Revolving Facility LC Participant beyond the latest expiration
date for a Letter of Credit provided for herein, or extend or postpone any
scheduled expiration or termination date provided for herein that is
applicable to a Commitment of any Lender, without the written consent of such
Lender;




(C) reduce the principal amount of any Loan made by any Lender, or reduce the
rate or extend the time of payment of, or excuse the payment of, interest
thereon (other than as a result of waiving the applicability of any
post-default increase in interest rates), without the written consent of such
Lender;




(D) reduce the amount of any Unpaid Drawing as to which any Lender is a
Revolving Facility LC Participant or reduce the rate or extend the time of
payment of, or excuse the payment of, interest thereon (other than as a
result of waiving the applicability of any post-default increase in interest
rates), without the written consent of such Lender; or




(E) reduce the rate or extend the time of payment of, or excuse the payment
of, any Fees to which any Lender is entitled hereunder, without the written
consent of such Lender; and




     (ii) no change, waiver or other modification or termination shall, without the written
consent of each Lender (other than a Defaulting Lender) affected thereby,




(A) release any Borrower from any of its obligations, except with respect to
the release of a Foreign Subsidiary Borrower made pursuant to Section 2.16;




(B) release the Company from its Guarantee Obligations under Article X or
release any Credit Party from the Domestic Credit Party Guaranty, except, in
the case of a Subsidiary Guarantor, in accordance with a transaction
permitted under this Agreement;



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(C) amend, modify or waive any provision of this Section 11.11, Section
2.14(b), Section 8.03, or Section 8.04, or any other provision of any of the
Loan Documents pursuant to which the consent or approval of all Lenders, or a
number or specified percentage or other required grouping of Lenders or
Lenders having Commitments, is by the terms of such provision explicitly
required;




(D) reduce the percentage specified in, or otherwise modify, the definition
of Required Lenders; or




(E) consent to the assignment or transfer by any Borrower of any of its
rights and obligations under this Agreement.


Any waiver, consent, amendment or other modification with respect to this Agreement given or made
in accordance with this Section shall be effective only in the specific instance and for the
specific purpose for which it was given or made.




     (b) No provision of Section 2.05 or any other provision in this Agreement specifically
relating to Letters of Credit or Article IX may be amended without the consent of (x) any LC Issuer
adversely affected thereby or (y) the Global Agent, respectively.



     Section 11.12 Survival of Indemnities. All indemnities set forth herein including,
without limitation, in Article III (subject to the limitations set forth Section 3.01(d)), Section
9.09 or Section 11.02 shall survive the execution and delivery of this Agreement and the making and
repayment of the Obligations.



     Section 11.13 Domicile of Loans. Each Lender may transfer and carry its Loans at, to
or for the account of any branch office, subsidiary or affiliate of such Lender, including any
Canadian Lending Installation; provided, however, that the Borrowers shall not be responsible for
costs arising under Section 3.01 or Section 3.03 resulting from any such transfer (other than a
transfer pursuant to Section 3.05) to the extent not otherwise applicable to such Lender prior to
such transfer.



     Section 11.14 Confidentiality.



     (a) Each of the Global Agent, each LC Issuer and the Lenders agrees to maintain the
confidentiality of the Confidential Information, except that Confidential Information may be
disclosed (i) to those of its Affiliates that may become a Lender hereunder or that provide or may
provide services to the Company (or any of its Affiliates), and any of such Affiliates’ directors,
officers, employees and agents with a need to know such Confidential Information (in the Global
Agent’s, each LC Issuer’s and each Lender’s reasonable discretion), including accountants, legal
counsel and other advisors (it being understood that the persons to whom such disclosure is made
will be informed of the confidential nature of such Confidential Information and instructed to keep
such Confidential Information confidential according to the terms hereof), (ii) to any direct or
indirect contractual counterparty in any Hedge Agreement (or to any such contractual counterparty’s
professional advisor, so long as such contractual counterparty (or such professional advisor)
agrees to be bound by the provisions of this Section, (iii) to the extent requested by any
regulatory authority, (iv) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (v) to any other party to this Agreement, (vi)  in connection
with the exercise of any remedies hereunder or under any of the other Loan Documents, or any suit,
action or proceeding relating to this Agreement or any of the other Loan Documents or the
enforcement of rights hereunder or thereunder, (vii) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations under this Agreement,
(viii) with the consent of the Company, or (ix) to the extent such Confidential Information
(A) becomes publicly available other than as a result of a breach of this



96









 







Section, or (B) becomes available to the Global Agent, any LC Issuer or any Lender on a non-confidential basis from a
source other than a Credit Party and not otherwise in violation of this Section, provided such
source does not, to the knowledge of the Global Agent, an L/C Issuer or a Lender, as applicable, or
their respective Affiliates, have an obligation of confidentiality to the Parent or any of its
Subsidiaries.



     (b) As used in this Section, “Confidential Information” shall mean all information
received from the Parent or any of its Subsidiaries relating to the Parent or any of its
Subsidiaries or any of their businesses, other than any such information that (A) becomes publicly
available other than as a result of a breach of this Section 11.14, or (B) becomes available to the
Global Agent, any LC Issuer, any Lender or any Affiliate of any of the foregoing on a
non-confidential basis from a source other than a Credit Party and not otherwise in violation of
this Section 11.14, provided such source does not, to the knowledge of the Global Agent, an L/C
Issuer or a Lender, as applicable, or their respective Affiliates, have an obligation of
confidentiality to the Parent or any of its Subsidiaries.



     (c) Any Person required to maintain the confidentiality of Confidential Information as
provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Confidential
Information as such Person would accord to its own confidential information. The Borrowers hereby
agree that the failure of the Global Agent, any LC Issuer or any Lender to comply with the
provisions of this Section shall not relieve any Borrower, or any other Credit Party, of any of its
obligations under this Agreement or any of the other Loan Documents.



     Section 11.15 Limitations on Liability of the LC Issuers. The Borrowers assume all
risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with
respect to its use of such Letters of Credit. Neither any LC Issuer nor any of its officers or
directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit
or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the
validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such
documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or
(c)  any other circumstances whatsoever in making or failing to make payment under any Letter of
Credit, except that the LC Obligor shall have a claim against an LC Issuer, and an LC Issuer shall
be liable to such LC Obligor, to the extent of any direct, but not consequential, damages suffered
by such LC Obligor that such LC Obligor proves were caused by (i) such LC Issuer’s willful
misconduct or gross negligence in determining whether documents presented under a Letter of Credit
comply with the terms of such Letter of Credit or (ii) such LC Issuer’s willful failure to make
lawful payment under any Letter of Credit after the presentation to it of documentation strictly
complying with the terms and conditions of such Letter of Credit. In furtherance and not in
limitation of the foregoing, an LC Issuer may accept documents that appear on their face to be in
order, without responsibility for further investigation.



     Section 11.16 General Limitation of Liability. No claim may be made by any Credit
Party, any Lender, the Global Agent, any LC Issuer or any other Person against the Global Agent,
any LC Issuer, or any other Lender or the Affiliates, directors, officers, employees, attorneys or
agents of any of them for any damages other than actual compensatory damages in respect of any
claim for breach of contract or any other theory of liability arising out of or related to the
transactions contemplated by this Agreement or any of the other Loan Documents, or any act,
omission or event occurring in connection therewith; and each of the Borrowers, each Lender, the
Global Agent and each LC Issuer hereby, to the fullest extent permitted under applicable law,
waives, releases and agrees not to sue or counterclaim upon any such claim for any special,
consequential or punitive damages, whether or not accrued and whether or not known or suspected to
exist in its favor.



     Section 11.17 No Duty. All attorneys, accountants, appraisers, consultants and other
professional persons (including the firms or other entities on behalf of which any such Person may
act)



97









 







retained by the Global Agent or any Lender with respect to the transactions contemplated by
the Loan Documents shall have the right to act exclusively in the interest of the Global Agent or
such Lender, as the case may be, and shall have no duty of disclosure, duty of loyalty, duty of
care, or other duty or obligation of any type or nature whatsoever to the Company, to any of its Subsidiaries, or to any other
Person, with respect to any matters within the scope of such representation or related to their
activities in connection with such representation. Each Borrower agrees, on behalf of itself and
its Subsidiaries, not to assert any claim or counterclaim against any such persons with regard to
such matters, all such claims and counterclaims, now existing or hereafter arising, whether known
or unknown, foreseen or unforeseeable, being hereby waived, released and forever discharged.



     Section 11.18 Lenders and Agent Not Fiduciary to Borrowers, etc. The relationship
among the Company and its Subsidiaries, on the one hand, and the Global Agent, each LC Issuer and
the Lenders, on the other hand, is solely that of debtor and creditor, and the Global Agent, each
LC Issuer and the Lenders have no fiduciary or other special relationship with the Company and its
Subsidiaries, and no term or provision of any Loan Document, no course of dealing, no written or
oral communication, or other action, shall be construed so as to deem such relationship to be other
than that of debtor and creditor.



     Section 11.19 Survival of Representations and Warranties. All representations and
warranties herein shall survive the making of Loans and all LC Issuances hereunder, the execution
and delivery of this Agreement, the Notes and the other documents the forms of which are attached
as Exhibits hereto, the issue and delivery of the Notes, any disposition thereof by any holder
thereof, and any investigation made by the Global Agent or any Lender or any other holder of any of
the Notes or on its behalf. All statements contained in any certificate or other document
delivered to the Global Agent or any Lender or any holder of any Notes by or on behalf of the
Company or any of its Subsidiaries pursuant hereto or otherwise specifically for use in connection
with the transactions contemplated hereby shall constitute representations and warranties by the
Borrowers hereunder, made as of the respective dates specified therein or, if no date is specified,
as of the respective dates furnished to the Global Agent or any Lender.



     Section 11.20 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     Section 11.21  [Intentionally Omitted].



     Section 11.22  Interest Rate Limitation.



     (a) Maximum Rate. Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all fees, charges and other amounts that are
treated as interest on such Loan under applicable law (collectively, the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the
rate of interest payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent the same is lawful and
would not result in either (i) adverse tax consequences to the Parent or any of its Subsidiaries or
(ii) the payment by a Foreign Subsidiary Borrower of amounts payable by any party other that such
Foreign Subsidiary Borrower, the interest and Charges that would have been payable in respect of
such Loan but were not payable as a result of the operation of this Section shall be cumulated and
the interest and Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the Base Rate to the date of repayment, shall have been received by such
Lender.



98









 





     (b) Canadian Interest Limitation. Notwithstanding anything herein to the contrary, in
no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code, Revised
Statutes of Canada, 1985, C. 46 as the same may be amended, replaced or re-enacted from time to
time) payable under this Agreement with respect to the Canadian Obligations exceed the effective
annual rate of interest on the “credit advanced” (as defined in that section) under this Agreement
lawfully permitted under that section and, if any payment, collection or demand pursuant to this
Agreement in respect of “interest” (as defined in that section) is determined to be contrary to the
provisions of that section, such payment, collection or demand shall be deemed to have been made by
mutual mistake of the applicable Canadian Borrower and the Canadian Lenders and the amount of such
payment or collection shall be refunded to such Canadian Borrower; for purposes of this Agreement
the effective annual rate of interest shall be determined in accordance with generally accepted
actuarial practices and principles over the term of the applicable credit advanced on the basis of
annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a
certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Global Agent will
be conclusive for the purposes of such determination. The amount of the payment that is to be
refunded will be determined by the Global Agent.



     Section 11.23 Judgment Currency. If the Global Agent, on behalf of the Lenders,
obtains a judgment or judgments against any Borrower in a Designated Foreign Currency or Canadian
Dollars, the obligations of such Borrower in respect of any sum adjudged to be due to the Global
Agent or the Lenders hereunder or under the Notes (the “Judgment Amount”) shall be
discharged only to the extent that, on the Business Day following receipt by the Global Agent of
the Judgment Amount in the Designated Foreign Currency or Canadian Dollars, as applicable, the
Global Agent, in accordance with normal banking procedures, may purchase Dollars with the Judgment
Amount in such Designated Foreign Currency or Canadian Dollars, as applicable. If the amount of
Dollars so purchased is less than the amount of Dollars that could have been purchased with the
Judgment Amount on the date or dates the Judgment Amount (excluding the portion of the Judgment
Amount which has accrued as a result of the failure of such Borrower to pay the sum originally due
hereunder or under the Notes when it was originally due hereunder or under the Notes) was
originally due and owing (the “Original Due Date”) to the Global Agent or the Lenders
hereunder or under the Notes (the “Loss”), such Borrower agrees as a separate obligation
and notwithstanding any such judgment, to indemnify the Global Agent or such Lender, as the case
may be, against the Loss, and if the amount of Dollars so purchased exceeds the amount of Dollars
that could have been purchased with the Judgment Amount on the Original Due Date, the Global Agent
or such Lender agrees to remit such excess to such Borrower.



     Section 11.24 Press Releases and Related Matters. The Parent and each Borrower hereby
each agree that the Global Agent, the Syndication Agent or any Documentation Agent may use the
name, logo or other identifying information or trademark of the Parent or any Borrower solely in
connection with a press release, “tombstone” or similar advertisements, or in connection with other
disclosure to the “gold Sheets” or similar bank trade publications with respect to this Agreement.



     Section 11.25 Agreement of Borrowers. Anything to the contrary contained herein
notwithstanding, any agreement, consent or undertaking contained herein that is applicable to a
Borrower other than the Company shall only take effect as to such Borrower other than the Company
upon and by virtue of the execution and delivery by such Borrower of a Joinder Agreement as
contemplated by Section 5.02.



     Section 11.26 Patriot Act Notification. Each Lender that is subject to the Act
(defined hereafter) and the Global Agent (for itself and not on behalf of any Lender) hereby
notifies each Borrower that pursuant to the requirements of USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law on October 26, 2001)(the “Act”), it is required to obtain, verify and
record information that identities the Borrowers, which information includes the name and address of each Borrower and other
information that



99









 





     will allow such Lender or the Global Agent, as applicable, to identify each
Borrower in accordance with the Act.



[Remainder of page intentionally left blank.]





100












 





     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to
be duly executed and delivered as of the date first above written.



	 	 	 	 	 
	 	ABERCROMBIE & FITCH MANAGEMENT CO.

 	 
	 	By:  	/s/ Daniel A. Petronella
 	 
	 	 	Name:  	Daniel A. Petronella 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ABERCROMBIE & FITCH CO.

 	 
	 	By:  	/s/ Daniel A. Petronella
 	 
	 	 	Name:  	Daniel A. Petronella 	 
	 	 	Title:  	Treasurer 	 
	 
	 	NATIONAL CITY BANK,

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

Co-Lead Arranger and Global Agent

 	 
	 	By:  	/s/ Brian Strayton
 	 
	 	 	Name:  	Brian Strayton 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	NATIONAL CITY BANK, CANADA BRANCH, as a Canadian Lender

 	 
	 	By:  	/s/ William G. Hines
 	 
	 	 	Name:  	William G. Hines 	 
	 	 	Title:  	Senior Vice President 	 



101









 






	 	 	 	 	 



	 	 	 	 	 	 	 	 	 
	Address:	 	277 Park Avenue	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	New York, New York 10172	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ James A. Knight	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 James A. Knight	 	 
	 

	 	 	 	Title:
	 	 Vice President	 	 






102









 





	 	 	 	 	 	 	 	 	 
	Address:	 	200 Bay St. Suite 1800

Toronto, Ontario	 	JPMORGAN CHASE BANK, N.A. (CANADA BRANCH)	 	 
	 

	 	M5J2J2	 	 	 	 	 	 
	 

	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Steve Voigt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Steve Voigt	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






103









 





	 	 	 	 	 	 	 	 	 
	Address:	 	125 London Wall	 	J.P. MORGAN EUROPE LIMITED	 	 
	 

	 	London EC2Y 5AJ	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Alastair A. Stevenson	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 Alastair A. Stevenson	 	 
	 

	 	 	 	Title:
	 	 Managing Director	 	 






104









 






	 	 	 	 	 	 	 	 	 
	Address:	 	21 East State	 	FIFTH THIRD BANK	 	 
	 

	 	Columbus, Ohio 43215	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brent M. Jackson	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Brent M. Jackson	 	 
	 

	 	 	 	Title:
	 	 Vice President	 	 






105









 





	 	 	 	 	 	 	 	 	 
	Address:	 	41 S High Street	 	THE HUNTINGTON NATIONAL BANK	 	 
	 

	 	Columbus, Ohio 43215	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Frederick Hadley	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Frederick Hadley	 	 
	 

	 	 	 	Title:
	 	 Senior Vice President	 	 






106









 






	 	 	 	 	 	 	 	 	 
	Address:	 	335 Madison Avenue	 	BANK OF AMERICA, N.A.	 	 
	 

	 	Mail Code: NY 1-503-05-11	 	 	 	 	 	 
	 

	 	New York, New York 10017	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Jaime C. Eng	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jaime C. Eng	 	 
	 

	 	 	 	Title:
	 	 Assistant Vice President	 	 






107









 






	 	 	 	 	 	 	 	 	 
	Address:	 	525 William Penn Place	 	CITIZENS BANK OF PENNSYLVANIA	 	 
	 

	 	Pittsburgh, Pennsylvania 15219-1729	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Clifford A. Mull	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 Clifford A. Mull	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






108









 






	 	 	 	 	 	 	 	 	 
	Address:	 	227 Park Avenue, 6th Floor	 	SUMITOMO MITSUI BANKING CORP.	 	 
	 

	 	New York, New York 10172	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Yoshihiro Hyakutome	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Yoshihiro Hyakutome	 	 
	 

	 	 	 	Title:
	 	 General Manager	 	 






109









 






	 	 	 	 	 	 	 	 	 
	Address:	 	425 Walnut St. 8th Floor	 	US BANK	 	 
	 

	 	Cincinnati, Ohio 45202	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Kenneth R. Fieler	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kenneth R. Fieler	 	 
	 

	 	 	 	Title:
	 	 Associate Portfolio Manager	 	 






110









 






	 	 	 	 	 	 	 	 	 
	Address:	 	529 Fifth Avenue	 	PNC BANK, NATIONAL ASSOCIATION	 	 
	 

	 	Pittsburgh, Pennsylvania 15219	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mary Ann Amshoff	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mary Ann Amshoff	 	 
	 

	 	 	 	Title:
	 	 Vice President	 	 







111











 










EXHIBIT A-1




REVOLVING FACILITY NOTE




      



			
	$                    
	 	Cleveland, Ohio
	 
	 	                    , 20___






     FOR VALUE RECEIVED, the undersigned [                                        ] (herein, together with its successors and
assigns, the “Borrower”), hereby promises to pay to the order of                                         
(the “Lender”), in lawful money of the United States of America or in the applicable
Designated Foreign Currency (such term and certain other terms used herein without definition shall
have the meanings ascribed thereto in the Credit Agreement referred to below) and in immediately
available funds, at the Payment Office of NATIONAL CITY BANK (the “Global Agent”), the
principal sum of                                         ($     ) or, if less, the then unpaid
principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit
Agreement, on the Credit Facility Termination Date.



     The Borrower also promises to pay interest in like currency and funds at the Payment Office on
the unpaid principal amount of each Revolving Loan made by the Lender from the date of such
Revolving Loan until paid at the rates and at the times provided in Section 2.09 of the Credit
Agreement.



     This Revolving Facility Note is one of the Notes referred to in the Credit Agreement, dated as
of April ___, 2008, among Abercrombie & Fitch Management Co., the Foreign Subsidiary Borrowers party
thereto, Abercrombie & Fitch Co., the lenders party thereto, the Global Agent, J.P. Morgan
Securities, Inc., as the Syndication Agent and each of Fifth Third Bank and Huntington National
Bank as a Documentation Agent (as may be further amended, restated or otherwise modified from time
to time, the “Credit Agreement”), and is entitled to the benefits thereof and of the other
Loan Documents.



     In case an Event of Default shall occur and be continuing, the principal of and accrued
interest on this Revolving Facility Note may be declared to be due and payable in the manner and
with the effect provided in the Credit Agreement.



     The Borrower hereby waives presentment, demand, protest or notice of any kind in connection
with this Revolving Facility Note. No failure to exercise, or delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of any such rights.



     This Revolving Facility Note shall be construed in accordance with and be governed by the laws
of the State of Ohio, without regard to principles of conflict of law.



A-1-1









 





     THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS REVOLVING FACILITY NOTE, THE OTHER
LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



	 	 	 	 	 	 	 
	 

	 	[
	 	 	 	]
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





A-1-2









 





EXHIBIT A-2




SWING LINE NOTE




      



			
	$                    
	 	Cleveland, Ohio
	 
	 	                    , 20___






     FOR VALUE RECEIVED, the undersigned ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation
(herein, together with its successors and assigns, the “Borrower”), hereby promises to pay
to the order of                                          (the “Lender”), in lawful money of (such term and
certain other terms used herein without definition shall have the meanings ascribed thereto in the
Credit Agreement referred to below) the United States of America or in the applicable Designated
Foreign Currency and in immediately available funds, at the Payment Office (such term and certain
other terms used herein without definition shall have the meanings ascribed thereto in the Credit
Agreement referred to below) of the Lender, the principal sum of                                          ($                    )
or, if less, the then unpaid principal amount of all Swing Loans made by the Lender to the Borrower
pursuant to the Credit Agreement, on the Swing Loan Maturity Date applicable to each such Swing
Loan.



     The Borrower promises also to pay interest in like currency and funds at the Payment Office on
the unpaid principal amount of each Swing Loan made by the Lender from the date of such Swing Loan
until paid at the rates and at the times provided in Section 2.09 of the Credit Agreement.



     This Swing Line Note is one of the Notes referred to in the Credit Agreement, dated as of
                    , 2008, among Abercrombie & Fitch Management Co., the Foreign Subsidiary Borrowers party
thereto, Abercrombie & Fitch Co., the lenders party thereto, National City Bank, as the Global
Agent, J.P. Morgan Securities, Inc., as the Syndication Agent and each of Fifth Third Bank and
Huntington National Bank as a Documentation Agent (as may be further amended, restated or otherwise
modified from time to time, the “Credit Agreement”), and is entitled to the benefits
thereof and of the other Loan Documents.



     In case an Event of Default shall occur and be continuing, the principal of and accrued
interest on this Swing Line Note may be declared to be due and payable in the manner and with the
effect provided in the Credit Agreement.



     The Borrower hereby waives presentment, demand, protest or notice of any kind in connection
with this Swing Line Note. No failure to exercise, or delay in exercising, any rights hereunder on
the part of the holder hereof shall operate as a waiver of any such rights.



     This Swing Line Note shall be construed in accordance with and be governed by the laws of the
State of Ohio, without regard to principles of conflict of law.



A-2-1









 





     THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SWING LINE NOTE, THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



	 	 	 	 	 	 	 
	 

	 	[
	 	 	 	]
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





A-2-2









 





EXHIBIT B-1




NOTICE OF BORROWING




                    , 200__




National City Bank, as Global Agent

629 Euclid Avenue

Cleveland, OH 44114

Locator #: 01-3028

     Attention: Agent Services




[Canadian Administrative Branch

c/o National City Bank, as Global Agent

629 Euclid Avenue

Cleveland, OH 44114

Locator #: 01-3028]




          Re: Notice of Borrowing under the Credit Agreement Referred to Below




Ladies and Gentlemen:




     The undersigned, [Abercrombie & Fitch Management Co., a Delaware corporation] [Canadian
Borrower] [Foreign Revolving Facility Borrower] (the “Borrower”), refers to the Credit
Agreement, dated as of April ___, 2008 among Abercrombie & Fitch Management Co., the Foreign
Subsidiary Borrowers party thereto, Abercrombie & Fitch Co., the lenders party thereto, the Global
Agent, J.P. Morgan Securities, Inc., as the Syndication Agent and each of Fifth Third Bank and
Huntington National Bank as a Documentation Agent (as may be further amended, restated or otherwise
modified from time to time, the “Credit Agreement”), the terms defined therein being used
herein as therein defined), hereby gives you notice, irrevocably, pursuant to Section 2.06(b) of
the Credit Agreement, that the undersigned hereby requests one or more Borrowings under the Credit
Agreement, and in that connection therewith sets forth on Annex I hereto the information
relating to each such Borrowing (collectively the “Proposed Borrowing”) as required by
Section 2.06(b) of the Credit Agreement.



     The undersigned hereby specifies that the Proposed Borrowing will consist of Loans as
indicated in the schedule attached hereto.



     The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Borrowing:



     (A) the representations and warranties of the Parent and the Company contained in the Credit
Agreement are and will be true and correct in all material respects, before and after giving effect
to the Proposed Borrowing and to the application of the proceeds thereof, as though made on such
date, except to the extent that such representations and warranties expressly relate to an earlier
specified date, in which case such representations and warranties were true and correct in all
material respects as of the date when made; and



B-1-1









 





     (B) no Default or Event of Default has occurred and is continuing, or would result from such
Proposed Borrowing or from the application of the proceeds thereof.



	 	 	 
	 

	 	       Very truly yours,






	 	 	 	 	 	 	 
	 

	 	[
	 	 	 	]
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






B-1-2









 
















	Revolver Activity Notice
Date: April 3, 2008
To:NATIONAL CITYAGS CONTACTphone
AGS Contact email address216-222-0012
PLEASE COPY EACH OF THE FOLLOWING:
Candace.Marsky@NationalCity.com Sonya.Townsell@NationalCity.com Sheri.Bickerton@NationalCity.com Kimberly.Thompson@NationalCity.com
From: Abercrombie & Fitch CoBORROWER CONTACTphone
Borrower Contact email addressfax
Please check appropriate box:
REVOLVER BASE RATE LOANNotice Deadline: 11:00 AM Eastern (Same Day) Beginning Balance: $-ADVANCE: $- CREDIT DDA #: [ENTER DDA #] PAYDOWN: $- DEBIT DDA #: [ENTER DDA #]
Ending Balance: $-
REVOLVER LIBOR LOANNotice Deadline: 11:00 AM Eastern (3 Days Prior)
Effective Date:
ADVANCE NEW FUNDS: $- CREDIT DDA #: [ENTER DDA #]
CONVERT FROM PRIME: $-
New LIBOR Contact Total: $-
Duration of Contract:1 Month 2 Months3 Months 6 Months
Confirmation of Rate Setting wil be faxed
SWING LINE [ENTER RATE TYPE] LOANNotice Deadline: 1:00 PM Eastern (Same Day) Beginning Balance: $-ADVANCE: $- CREDIT DDA #: [ENTER DDA #] PAYDOWN: $- DEBIT DDA #: [ENTER DDA #]
Ending Balance: $-





E-1









 










	Foreign Activity Notice
Date: April 3, 2008
To: NATIONAL CITYAGS CONTACTphone
AGS Contact email address216-222-0012
PLEASE COPY EACH OF THE FOLLOWING:
Candace.Marsky@NationalCity.com Sonya.Townsell@NationalCity.com Sheri.Bickerton@NationalCity.com Kimberly.Thompson@NationalCity.com
From: Abercrombie & Fitch CoBORROWER CONTACTphone
Borrower Contact email addressfax
Please check appropriate box:
CANADIAN BASE RATE LOANNotice Deadline: 11:00 AM Eastern (Same Day) Canadian Funds Beginning Balance: $-ADVANCE: $- CREDIT DDA #: [ENTER DDA #] PAYDOWN: $- DEBIT DDA #: [ENTER DDA #]
Ending Balance: $-
BA EQUIVALENT RATE LOANNotice Deadline: 11:00 AM Eastern (3 Days Prior) Canadian Funds
Effective Date:
ADVANCE NEW FUNDS: $- CREDIT DDA #: [ENTER DDA #]
CONVERT FROM PRIME: $-
New LIBOR Contact Total: $-
Duration of Contract: 1 Month 2 Months 3 Months 6 Months
Confirmation of Rate Setting wil be faxed
FOREIGN CURRENCY LIBOR RATENotice Deadline: 11:00 AM Eastern (3 Days Prior) Canadian Funds
Effective Date:
ADVANCE NEW FUNDS: $- CREDIT DDA #: [ENTER DDA #]
CONVERT FROM PRIME: $-
New LIBOR Contact Total: $-
Duration of Contract: 1 Month 2 Months 3 Months 6 Months
Confirmation of Rate Setting wil be faxed
Currency:
Additional Instructions





E-2









 





EXHIBIT B-2




NOTICE OF CONTINUATION OR CONVERSION




                    , 200__




National City Bank, as Global Agent

629 Euclid Avenue

Cleveland, OH 44114

Locator #: 01-3028

      Attention: Agent Services




[Canadian Administrative Branch

c/o National City Bank, as Global Agent

629 Euclid Avenue

Cleveland, OH 44114

Locator #: 01-3028]





			
	Re:	 	 Notice of Continuation or Conversion under the Credit Agreement
Referred to Below





Ladies and Gentlemen:




     The undersigned, Abercrombie & Fitch Management Co. (the “Borrower”), refers to the
Credit Agreement, dated as of April ___, 2008, among the Borrower, the Foreign Subsidiary Borrowers
party thereto, Abercrombie & Fitch Co., the lenders party thereto, the Global Agent, J.P. Morgan
Securities, Inc., as the Syndication Agent and each of Fifth Third Bank and Huntington National
Bank as a Documentation Agent (as may be further amended, restated or otherwise modified from time
to time, the “Credit Agreement”), and hereby gives you notice, irrevocably, pursuant to
Section 2.10(c) of the Credit Agreement, that the undersigned hereby requests one or more
[Continuations] [Conversions] of Loans, consisting of one Type of Loan, pursuant to Section 2.10(c)
of the Credit Agreement, and in that connection therewith sets forth on Annex I hereto the
information relating to each such [Continuation] [Conversions].



     The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the [Continuation] [Conversion]:



     (A) the representations and warranties of the Parent and the Company contained in the Credit
Agreement are and will be true and correct in all material respects, before and after giving effect
to the [Continuation] [Conversion], as though made on such date, except to the extent that such
representations and warranties expressly relate to an earlier specified date, in which case such
representations and warranties were true and correct in all material respects as of the date when
made; and



B-2-1









 





     (B) no Default or Event of Default has occurred and is continuing, or would result from such
[Continuation] [Conversion].



	 	 	 
	 

	 	        Very truly yours,






	 	 	 	 	 	 	 
	 

	 	[
	 	 	 	]
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






B-2-2









 














	Revolver Activity Notice
Date: April 3, 2008
To:NATIONAL CITYAGS CONTACTphone
AGS Contact email address216-222-0012
PLEASE COPY EACH OF THE FOLLOWING:
Candace.Marsky@NationalCity.com Sonya.Townsell@NationalCity.com Sheri.Bickerton@NationalCity.com Kimberly.Thompson@NationalCity.com
From: Abercrombie & Fitch CoBORROWER CONTACTphone
Borrower Contact email addressfax
Please check appropriate box:
REVOLVER BASE RATE LOANNotice Deadline: 11:00 AM Eastern (Same Day) Beginning Balance: $-ADVANCE: $- CREDIT DDA #: [ENTER DDA #] PAYDOWN: $- DEBIT DDA #: [ENTER DDA #]
Ending Balance: $-
REVOLVER LIBOR LOANNotice Deadline: 11:00 AM Eastern (3 Days Prior)
Effective Date:
ADVANCE NEW FUNDS: $- CREDIT DDA #: [ENTER DDA #]
CONVERT FROM PRIME: $-
New LIBOR Contact Total: $-
Duration of Contract:1 Month 2 Months3 Months 6 Months
Confirmation of Rate Setting wil be faxed
SWING LINE [ENTER RATE TYPE] LOANNotice Deadline: 1:00 PM Eastern (Same Day) Beginning Balance: $-ADVANCE: $- CREDIT DDA #: [ENTER DDA #] PAYDOWN: $- DEBIT DDA #: [ENTER DDA #]
Ending Balance: $-





1









 












	Foreign Activity Notice
Date: April 3, 2008
To: NATIONAL CITYAGS CONTACTphone
AGS Contact email address216-222-0012
PLEASE COPY EACH OF THE FOLLOWING:
Candace.Marsky@NationalCity.com Sonya.Townsell@NationalCity.com Sheri.Bickerton@NationalCity.com Kimberly.Thompson@NationalCity.com
From: Abercrombie & Fitch CoBORROWER CONTACTphone
Borrower Contact email addressfax
Please check appropriate box:
CANADIAN BASE RATE LOANNotice Deadline: 11:00 AM Eastern (Same Day) Canadian Funds Beginning Balance: $-ADVANCE: $- CREDIT DDA #: [ENTER DDA #] PAYDOWN: $- DEBIT DDA #: [ENTER DDA #]
Ending Balance: $-
BA EQUIVALENT RATE LOANNotice Deadline: 11:00 AM Eastern (3 Days Prior) Canadian Funds
Effective Date:
ADVANCE NEW FUNDS: $- CREDIT DDA #: [ENTER DDA #]
CONVERT FROM PRIME: $-
New LIBOR Contact Total: $-
Duration of Contract: 1 Month 2 Months 3 Months 6 Months
Confirmation of Rate Setting wil be faxed
FOREIGN CURRENCY LIBOR RATENotice Deadline: 11:00 AM Eastern (3 Days Prior) Canadian Funds
Effective Date:
ADVANCE NEW FUNDS: $- CREDIT DDA #: [ENTER DDA #]
CONVERT FROM PRIME: $-
New LIBOR Contact Total: $-
Duration of Contract: 1 Month 2 Months 3 Months 6 Months
Confirmation of Rate Setting wil be faxed
Currency:
Additional Instructions





2









 





EXHIBIT B-3




REVOLVING FACILITY LC REQUEST




No.                     




Dated                     , 200__




National City Bank, as Global Agent

629 Euclid Avenue

Cleveland, OH 44114

Locator #: 01-3028

      Attention: Agent Services




Ladies and Gentlemen:




     The undersigned, Abercrombie & Fitch Management Co., a Delaware corporation (the
“Borrower”), refers to the Credit Agreement, dated as of                     , 2008, among
Abercrombie & Fitch Management Co., the Foreign Subsidiary Borrowers party thereto, Abercrombie &
Fitch Co., the lenders party thereto, the Global Agent, J.P. Morgan Securities, Inc., as the
Syndication Agent and each of Fifth Third Bank and Huntington National Bank as a Documentation
Agent (as may be further amended, restated or otherwise modified from time to time, the “Credit
Agreement”).



     Pursuant to Section 2.05(b) of the Credit Agreement, the undersigned hereby requests that
                    , as LC Issuer, issue a [Standby/Trade] Letter of Credit on
                    , 200___(the “Date of Issuance”) in the aggregate face amount of
[$                    ] [other Designated foreign currency], for the account of                                         , (the
“LC Obligor”).



     The beneficiary of the requested Letter of Credit will be                     , and such Letter of
Credit will be in support of                      and will have a stated termination date of                     .



     The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the Date of Issuance:



     (A) the representations and warranties of the Parent and the Company contained in the Credit
Agreement and the other Loan Documents are and will be true and correct in all material respects,
before and after giving effect to the issuance of the Letter of Credit, as though made on such
date, except to the extent that such representations and warranties expressly relate to an earlier
specified date, in which case such representations and warranties were true and correct in all
material respects as of the date when made; and



     (B) no Default or Event of Default has occurred and is continuing, or would result after
giving effect to the issuance of the Letter of Credit requested hereby.



B-3-1









 





     Copies of all documentation with respect to the supported transaction are attached hereto.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH MANAGEMENT CO.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





B-3-2









 






EXHIBIT C-1




 






FORM OF




DOMESTIC CREDIT PARTY

GUARANTY




 






C-1









 





GUARANTY OF PAYMENT (DOMESTIC CREDIT PARTIES)




     This GUARANTY OF PAYMENT (DOMESTIC CREDIT PARTIES) dated as of April ___, 2008 (this
“Agreement”), among ABERCROMBIE & FITCH CO., a Delaware corporation (“Parent”),
each direct and indirect Domestic 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 26 hereof, referred to herein
individually as a “Guarantor” and collectively as the “Guarantors”), and 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 Lenders have agreed to make loans to Borrowers in accordance with the terms of the Credit
Agreement. The obligations of the Lenders to lend under the Credit Agreement are conditioned on,
among other things, the execution and delivery by the Guarantors of a guarantee agreement in the
form hereof. The Guarantors acknowledge that they will derive substantial benefits from the
extension of credit to Borrowers under the Credit Agreement. As consideration therefor and in
order to induce the Lenders to make the Loans (such term and the other capitalized terms used
herein and not otherwise defined herein having the meanings assigned to them in the Credit
Agreement), the Guarantors are willing to execute and deliver this Agreement. Accordingly, the
parties hereto agree as follows:



     SECTION 1. The following terms shall have the meanings specified herein:




     “Creditor” means the Global Agent, each LC Issuer, the Lenders (specifically
including any Canadian Lending Installation of any Lender) and the Designated Hedge
Creditors, and the respective successors and assigns of each of the foregoing.




     “Designated Hedge Document” means (i) each Designated Hedge Agreement to which
the Parent or any of its Subsidiaries is now or may hereafter become a party, and (ii) each
confirmation, transaction statement or other document executed and delivered in connection
therewith to which the Parent or any of its Subsidiaries is now or may hereafter become a
party.




     “Designated Hedge Document Obligations” means all amounts, indemnities and
reimbursement obligations, direct or indirect, contingent or absolute, of every type or
description, and at any time existing owing by any Designated Hedge Obligor to any
Designated Hedge Creditor pursuant to any of the Designated Hedge Documents (including, but
not limited to, interest and fees that accrue after the commencement by or against any
Designated Hedge Obligor of any insolvency proceeding under Section 362(a) of the Bankruptcy
Code, regardless of whether such interest and fees are allowed claims in such proceeding).




     “Designated Hedge Obligor” means any Borrower and any Domestic Subsidiary of
the Parent that is now or may hereafter become a party to any Designated Hedge Agreement.




     “Guaranteed Documents” means (i) the Credit Agreement, the Notes, any Letter of
Credit and all other Loan Documents to which any Credit Party or any of its Subsidiaries is
now or may hereafter become a party, and (ii) each Designated Hedge Agreement and other
Designated Hedge Document to which any Designated Hedge Obligor is now or may hereafter
become a party.




     “Guaranteed Obligations” means the Obligations and the Designated Hedge
Document Obligations.



 









 






     “Guaranteed Party” means each Borrower, each other Domestic Credit Party and
each Designated Hedge Obligor.




     “Original Currency” has the meaning provided in Section 19 hereof.




     “Other Currency” has the meaning provided in Section 19 hereof.



     SECTION 2. Each of the Guarantors unconditionally guarantees, jointly with the other
Guarantors and severally, as a primary obligor and not merely as a surety: (i) to the Global
Agent, each LC Issuer and the Lenders (specifically including any Canadian Lending Installation of
any Lender) the full and prompt payment when due (whether at the stated maturity, by acceleration
or otherwise) of all of the Obligations; and (ii) to each Designated Hedge Creditor the full and
prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of
the Designated Hedge Document Obligations. Each of the Guarantors further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or
further assent from it, and that it will remain bound upon its guarantee notwithstanding any
extension or renewal of any Guaranteed Obligation.



     SECTION 3. Each of the Guarantors irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any requirement that at any time
any action be taken by any person against any other Credit Party or any other Person, or against
any guaranty of any other Person. The obligations of each of the Guarantors shall be unconditional
and absolute and, without limiting the generality of the foregoing, shall not be released,
discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a)
any extension, renewal, settlement, compromise, waiver or release in respect to any Guaranteed
Obligation under any agreement or instrument, by operation of law or otherwise; (b) any
modification or amendment of or supplement to the Credit Agreement, any Note, any other Loan
Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c)
any release, non-perfection or invalidity of any direct or indirect security for any Guaranteed
Obligation under any agreement or instrument evidencing or relating to any Guaranteed Obligation;
(d) any change in the corporate existence, structure or ownership of any Credit Party or other
Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any
Credit Party or other Subsidiary or its assets or any resulting release or discharge of any
obligation of any Credit Party or other Subsidiary contained in any agreement or instrument
evidencing or relating to any Guaranteed Obligation; (e) the existence of any claim, set-off or
other rights which such Guarantor may have at any time against any other Credit Party, the Global
Agent, any Lender, any Affiliate of any Lender or any other person, whether in connection herewith
or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any
other Credit Party for any reason of any agreement or instrument evidencing or relating to any
Guaranteed Obligation, or any provision of applicable law or regulation purporting to prohibit the
payment by any Credit Party of any of the Guaranteed Obligations; or (g) any other act or omission
of any kind by any other Credit Party, the Global Agent, any Lender or any other Person or any
other circumstance whatsoever which might, but for the provisions of this Section 3, constitute a
legal or equitable discharge of such Guarantor’s obligations under this Section 3 other than the
irrevocable payment in full of all Guaranteed Obligations.



     SECTION 4. Each of the Guarantors further agrees that its guarantee hereunder is an absolute,
unconditional, present and continuing guarantee of payment when due and not of collection and is in
no way conditioned or contingent upon any attempt to collect from any Guaranteed Party or any
Subsidiary or Affiliate of any Guaranteed Party, or any other action, occurrence or circumstance
whatsoever, and waives any right to require that resort be had by the Global Agent or any Lender to
any security held for payment of the Guaranteed Obligations or to any balance of any deposit
account or credit on the books of the Global Agent or any Lender in favor of the Borrowers or any
other person. In addition to the foregoing, each Guarantor, jointly and severally, unconditionally
and irrevocably, guarantees to the Creditors the payment



2









 




of any and all Guaranteed Obligations of the Borrowers and each other Guaranteed Party,
whether or not due or payable by the obligor thereon, upon the occurrence in respect of such
Guaranteed Party or other applicable obligor of any Insolvency Event, and unconditionally and
irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Global
Agent, for the benefit of the Creditors, on demand, in such currency and otherwise in such manner
as is provided in the Guaranteed Documents governing such Guaranteed Obligations. As a separate,
additional and continuing obligation, each Guarantor unconditionally and irrevocably undertakes and
agrees, for the benefit of the Creditors, that, should any amounts constituting Guaranteed
Obligations not be recoverable from any Borrower or any other Guaranteed Party for any reason
whatsoever (including, without limitation, by reason of any provision of any Guaranteed Document or
any other agreement or instrument executed in connection therewith being or becoming, at any time,
voidable, void, unenforceable, or otherwise invalid under any applicable law), then notwithstanding
any notice or knowledge thereof by the Global Agent, any other Creditor, any of their respective
Affiliates, or any other Person, each Guarantor, jointly and severally, as sole, original and
independent obligor, upon demand by the Global Agent, will make payment to the Global Agent, for
the account of the Creditors, of all such obligations not so recoverable by way of full indemnity,
in such currency and otherwise in such manner as is provided in the Guaranteed Documents. Each
Guarantor understands, agrees and confirms that the Global Agent, on behalf of the Creditors, may
enforce this Agreement up to the full amount of the Guaranteed Obligations against any Guarantor
without proceeding against any other Guarantor, any Guaranteed Party or any other Person.




     SECTION 5. The obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including, without limitation, any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality
or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Global Agent or any Lender to assert any claim or demand
or to enforce any remedy under any Loan Document, any guarantee or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in
the performance of the Guaranteed Obligations, or by any other act or omission which may or might
in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge
of the Borrowers or any Guarantor as a matter of law or equity (other than the indefeasible payment
in full of all the Guaranteed Obligations).



     SECTION 6. Each of the Guarantors further agrees that its guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
Guaranteed Obligation is rescinded or must otherwise be restored by the Global Agent or any Lender
upon the bankruptcy or reorganization of the Borrowers, any other Guarantor or otherwise.



     SECTION 7. In furtherance of the foregoing and not in limitation of any other right which the
Global Agent or any Lender has at law or in equity against any Guarantor by virtue hereof, upon the
failure of the Borrowers to pay any Guaranteed Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise, each of the
Guarantors hereby promises to and will, upon receipt of written demand by the Global Agent,
forthwith pay, or cause to be paid, to the Global Agent for distribution to the Lenders, if and as
appropriate, in cash the amount of such unpaid Guaranteed Obligation. Notwithstanding any payment
or payments made by a Guarantor hereunder or any setoff or application of funds of a Guarantor by
the Global Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the
rights of the Global Agent or any Lender against the Borrowers or any guarantee or right of offset
held for the payment of the Guaranteed Obligations (whether contractual, under Section 509 of the
Bankruptcy Code, or otherwise), nor shall any Guarantor seek or be entitled to seek any
contribution or reimbursement from the Borrowers in respect of payments made by such Guarantor
hereunder, until all amounts owing to the Global Agent or any Lender by the Borrowers on



3









 




account of the Guaranteed Obligations are paid in full and the Commitments are terminated. If
any amount shall erroneously be paid to any Guarantor on account of such subrogation, contribution,
reimbursement, indemnity and similar rights, such amount shall be held in trust for the benefit of
the Lenders and shall forthwith be paid to the Global Agent to be credited and applied to the
payment of the Guaranteed Obligations. Any term or provision of this Agreement to the contrary
notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by
any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by that Guarantor
without rendering this Agreement, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.




     SECTION 8. Each of the Guarantors represents and warrants that: (a) it is duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization; (b) the
execution, delivery and performance by it of this Agreement are within its corporate or limited
liability company, as applicable, powers, have been duly authorized by all necessary corporate or
limited liability company, as applicable, and (if necessary) stockholder or member, as applicable,
action, and do not contravene, or constitute a default under, any provision of applicable law or
regulation or of its certificate of incorporation or certificate of formation, as applicable, or
bylaws or limited liability company agreement, as applicable, or any material agreement or
instrument binding upon it; (c) it has duly executed and delivered this Agreement and each other
Loan Document, if any, to which it is party; (d) no consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, is required to authorize or is required
as a condition to (i) the execution, delivery and performance by such Guarantor of any Loan
Document to which it is a party, or (ii) the legality, validity, binding effect or enforceability
of any Loan Document to which such Guarantor is a party; (e) there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending or, to the knowledge of
such Guarantor, threatened against or affecting such Guarantor that (i) with respect thereto, there
is a reasonable possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect
(other than the Disclosed Matters) or (ii) expressly contest the validity of this Agreement; and
(f) this Agreement constitutes a legal, valid and binding obligation of such Guarantor, 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.



     SECTION 9. The guarantees made hereunder shall survive and be in full force and effect so
long as any Guaranteed Obligation is outstanding and has not been indefeasibly paid, and shall be
reinstated to the extent provided in Section 6.



     SECTION 10. This Agreement and the terms, covenants and conditions hereof shall be binding
upon each Guarantor and its successors and shall inure to the benefit of the Global Agent and the
Lenders and their respective successors and assigns. None of the Guarantors shall be permitted to
assign or transfer any of its rights or obligations under this Agreement, except as expressly
contemplated by this Agreement.



     SECTION 11. All amounts received by the Global Agent pursuant to, or in connection with the
enforcement of, this Agreement, together with all amounts and other rights and benefits realized by
any Creditor (or to which any Creditor may be entitled) by virtue of this Agreement, shall be
applied as provided in Section 8.03 of the Credit Agreement.



     SECTION 12. The Guarantors hereby jointly and severally agree to pay, to the extent not paid
pursuant to Section 11.01 of the Credit Agreement, all reasonable out-of-pocket costs and expenses
of the Global Agent and each other Creditor in connection with the enforcement of this Agreement
and any amendment, waiver or consent relating hereto (including, without limitation, the reasonable
fees and disbursements of counsel employed by the Global Agent or any of the other Creditors).



4









 





     SECTION 13. No failure on the part of the Global Agent to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy by the Global Agent or any Lender
preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder and under the other Loan Documents are cumulative and are not exclusive of
any other remedies provided by law. Except as provided in the Credit Agreement, none of the Global
Agent or the Lenders shall be deemed to have waived any rights hereunder or under any other
agreement or instrument unless such waiver shall be in writing and signed by such parties.



     SECTION 14. 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
GUARANTORS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY
JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. 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, each
Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each Guarantor 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 Borrower at its address for notices pursuant to Section 15 hereof, 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 to serve process in any
other manner permitted by law or to commence legal proceedings or otherwise proceed against any
Guarantor in any other jurisdiction. Each Guarantor 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 this Section 14 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.



     SECTION 15. All communications and notices hereunder shall be in writing and given as
provided in Section 11.04 of the Credit Agreement; provided that any communication or notice
hereunder to any Guarantor shall be given to it in care of the Company at the address or telecopy
or telex number specified in the Credit Agreement.



     SECTION 16. Any provision of this Agreement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.



     SECTION 17. A separate action or actions may be brought and prosecuted against any Guarantor
whether or not action is brought against any other Guarantor, any other guarantor or any Guaranteed
Party, and whether or not any other Guarantor, any other guarantor of the Guaranteed Parties or any
Guaranteed Party joined in any such action or actions.



     SECTION 18. Each Guarantor confirms that an executed (or conformed) copy of each of the
Guaranteed Documents has been made available to its principal executive officers, that such
officers are familiar with the contents thereof and of this Agreement, and that it has executed and
delivered this



5









 




Agreement after reviewing the terms and conditions of the Credit Agreement, the other
Guaranteed Documents and this Agreement and such other information as it has deemed appropriate in
order to make its own credit analysis and decision to execute and deliver this Agreement. Each
Guarantor confirms that it has made its own independent investigation with respect to the
creditworthiness of the Guaranteed Parties and their Subsidiaries and Affiliates and is not
executing and delivering this Agreement in reliance on any representation or warranty by the Global
Agent or any other Creditor or any other Person acting on behalf of the Global Agent or any other
Creditor as to such creditworthiness. Each Guarantor expressly assumes all responsibilities to
remain informed of the financial condition of the Guaranteed Parties and their respective
Subsidiaries and Affiliates and any circumstances affecting (a) any Guaranteed Party’s or any of
its Subsidiary’s or Affiliate’s ability to perform its obligations under the Credit Agreement and
the other Guaranteed Documents to which it is a party, or (b) any other guaranty for all or any
part of such Guaranteed Party’s or such Subsidiary’s or Affiliate’s payment and performance
obligations thereunder; and each Guarantor further agrees that the Global Agent and the other
Creditors shall have no duty to advise any Guarantor of information known to them regarding such
circumstances or the risks such Guarantor undertakes in this Agreement.




     SECTION 19. If for the purposes of obtaining judgment in any court it is necessary to
convert a sum due hereunder in any currency (the “Original Currency”) into another currency
(the “Other Currency”) each Guarantor, the Global Agent and the other Creditors, by their
acceptance of the benefits hereof, agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal banking procedures
the Global Agent could purchase the Original Currency with the Other Currency at the Payment Office
on the second Business Day preceding that on which final judgment is given. The obligation of a
Guarantor in respect of any sum due in the Original Currency from it to the Global Agent or any
other Creditor hereunder shall, notwithstanding any judgment in any Other Currency, be discharged
only to the extent that on the Business Day following receipt by such Creditor or the Global Agent,
as the case may be, of any sum adjudged to be so due in such Other Currency such Creditor or the
Global Agent, as the case may be, may in accordance with normal banking procedures purchase Dollars
with such Other Currency; if the amount of the Original Currency so purchased is less than the sum
originally due to such Creditor or the Global Agent, as the case may be, in the Original Currency,
such Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify
such Creditor or the Global Agent, as the case may be, against such loss, and if the amount of the
Original Currency so purchased exceeds the sum originally due to the Global Agent or any other
Creditor, as the case may be, in the Original Currency, the Global Agent or such other Creditor, as
the case may be, agrees to remit to such Guarantor such excess.



     SECTION 20. Each Guarantor covenants and agrees that on and after the date hereof and until
this Agreement is terminated in accordance with its terms, such Guarantor shall take, or will
refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so
that no Default or Event of Default, is caused by the actions or inactions of such Guarantor or any
of its Subsidiaries.



     SECTION 21. The relationship among any Guarantor and its Affiliates, on the one hand, and the
Global Agent and the other Creditors, on the other hand, is solely that of debtor and creditor, and
the Global Agent and the other Creditors have no fiduciary or other special relationship with any
Guarantor or any of its Affiliates, and no term or provision of any Guaranteed Document, no course
of dealing, no written or oral communication, or other action, shall be construed so as to deem
such relationship to be other than that of debtor and creditor.



     SECTION 22. This Guarantee may be released with respect to any Subsidiary that ceases to be a
Domestic Subsidiary as a result of a transaction that is permitted by the terms of the Credit
Agreement.



6









 





     SECTION 23. This Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute but one instrument;
provided that this Agreement shall be construed as a separate agreement with respect to each
Guarantor and may be amended, modified, supplemented, waived or released with respect to any
Guarantor without the approval of any other Guarantor and without affecting the obligations of any
other Guarantor hereunder. This Agreement shall be effective with respect to any Guarantor when a
counterpart which bears the signature of such Guarantor shall have been delivered to the Global
Agent.



     SECTION 24. 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 OR ANY OF THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS,
WAIVERS OR OTHER MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. 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 SECTION 24.



     SECTION 25. Upon execution and delivery by the Global Agent and any subsequently acquired or
organized Domestic Subsidiary of an instrument in the form of Annex 1 attached hereto, such
subsequently acquired or organized Domestic Subsidiary shall become a Guarantor hereunder with the
same force and effect as if originally named as a Guarantor herein. The execution and delivery of
any such instrument shall not require the consent of any Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor as a party to this Agreement.




7











 





     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	ABERCROMBIE & FITCH CO.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH HOLDING CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	A&F TRADEMARK, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH FULFILLMENT COMPANY

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH DISTRIBUTION COMPANY

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	J.M.H. TRADEMARK, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	J.M. HOLLISTER, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH TRADING CO.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH STORES, INC.

 	 
	 	By:  	 	 
	 	Name: 		 
	 	Title:  		 
	 



	 	 	 	 	 
	 	ABERCROMBIE & FITCH PROCUREMENT SERVICES, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	FAN COMPANY, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	HOLLISTER CO.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	ABERCROMBIE & FITCH INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GILLY HICKS LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DFZ, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	A&F CANADA HOLDING CO.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CANOE, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CROMBIE, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	RUEHL NO. 925, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK,

as Global Agent

 	 
	 	By:  	 	 
	 	Name:  	Brian Strayton 	 
	 	Title:  	Senior Vice President 	 
	 




 









 





ANNEX 1 to the

Guaranty of Payment (Domestic Credit Parties)




     SUPPLEMENT NO. dated as of                     , 20[___] to the GUARANTY OF PAYMENT (DOMESTIC CREDIT
PARTIES), dated as of April ___, 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
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.



	 	 	 	 	 
	 	[NAME OF NEW GUARANTOR],

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Address]




	 	 	 	 	 
	 	NATIONAL CITY BANK, as Global Agent,

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




 









 








EXHIBIT C-2




 






FORM OF




FOREIGN SUBSIDIARY GUARANTY




 







E-1









 





GUARANTY OF PAYMENT (FOREIGN SUBSIDIARY GUARANTOR)




     This GUARANTY OF PAYMENT (FOREIGN SUBSIDIARY GUARANTOR) dated as of [                    ], 20[___] (this
“Agreement”), between [                    ], a [                    ] [                    ] (the “Guarantor”),
a Subsidiary of [                    ],a [                    ] [                    ] (the “Parent Foreign Borrower”), a
Foreign Subsidiary Borrower under the Credit Agreement (hereinafter defined), and NATIONAL CITY
BANK, as global administrative agent (the “Global Agent”) for the lenders (the
“Lenders”) party to the Credit Agreement, dated as of April ___, 2008 (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 Lenders have agreed to make loans to Borrowers in accordance with the terms of the Credit
Agreement. The obligations of the Lenders to lend under the Credit Agreement to the Parent Foreign
Borrower are conditioned on, among other things and subject to the Foreign Guaranty Principles, the
execution and delivery by the Guarantor of a guarantee agreement in the form hereof prior to the
Parent Foreign Borrower loaning or otherwise providing any proceeds of the Loans to the Guarantor
or obtaining any Letter of Credit for the benefit of the Guarantor. The Guarantor acknowledges
that it will derive substantial benefits from the extension of credit to the Parent Foreign
Borrower under the Credit Agreement. As consideration therefor and in order to induce the Lenders
to make the Loans (such term and the other capitalized terms used herein and not otherwise defined
herein having the meanings assigned to them in the Credit Agreement) to the Parent Foreign
Borrower, the Guarantor is willing to execute and deliver this Agreement. Accordingly, the parties
hereto agree as follows:



     SECTION 1. The following terms shall have the meanings specified herein:




     “Creditor” means the Global Agent, each LC Issuer, the Lenders [Add for
Canadian Subsidiary guaranty only: (specifically including any Canadian Lending
Installation of any Lender)], and the respective successors and assigns of each of the
foregoing.




     “Guaranteed Documents” means the Credit Agreement, the Notes, any Letter of
Credit and all other Loan Documents to which any Credit Party or any of its Subsidiaries is
now or may hereafter become a party, but only to the extent that the Parent Foreign Borrower
is a party.




     “Guaranteed Obligations” means the Obligations of the Parent Foreign Borrower
under the Guaranteed Documents, provided that the maximum amount of the Guaranteed
Obligations shall not exceed at any time, and shall only relate to, the sum of the amount of
Loan proceeds, if any, that the Parent Foreign Borrower has loaned to the Guarantor
plus the face amount of any Letter of Credit issued for the benefit of the
Guarantor.




     “Original Currency” has the meaning provided in Section 19 hereof.




     “Other Currency” has the meaning provided in Section 19 hereof.



     SECTION 2. The Guarantor unconditionally guarantees, as a primary obligor and not merely as a
surety, to the Global Agent, each LC Issuer and the Lenders [Add for Canadian Subsidiary guaranty
only: (specifically including any Canadian Lending Installation of any Lender)] the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the
Guaranteed Obligations. The Guarantor further agrees that the Guaranteed Obligations may be
extended or renewed, in whole or in part, without notice to or further assent from it, and that it
will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed
Obligation.



 









 





     SECTION 3. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest
and any notice not provided for herein, as well as any requirement that at any time any action be
taken by any person against any other Credit Party or any other Person, or against any guaranty of
any other Person. The obligations of the Guarantor shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or otherwise affected
by the occurrence, one or more times, of any of the following: (a) any extension, renewal,
settlement, compromise, waiver or release in respect to any Guaranteed Obligation under any
agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or
supplement to the Credit Agreement, any Note, any other Loan Document, or any agreement or
instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or
invalidity of any direct or indirect security for any Guaranteed Obligation under any agreement or
instrument evidencing or relating to any Guaranteed Obligation; (d) any change in the corporate
existence, structure or ownership of any Credit Party or other Subsidiary or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting any Credit Party or other
Subsidiary or its assets or any resulting release or discharge of any obligation of any Credit
Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any
Guaranteed Obligation; (e) the existence of any claim, set-off or other rights which such Guarantor
may have at any time against any other Credit Party, the Global Agent, any Lender, any Affiliate of
any Lender or any other person, whether in connection herewith or any unrelated transactions; (f)
any invalidity or unenforceability relating to or against any other Credit Party for any reason of
any agreement or instrument evidencing or relating to any Guaranteed Obligation, or any provision
of applicable law or regulation purporting to prohibit the payment by any Credit Party of any of
the Guaranteed Obligations; or (g) any other act or omission of any kind by any other Credit Party,
the Global Agent, any Lender or any other Person or any other circumstance whatsoever which might,
but for the provisions of this Section 3, constitute a legal or equitable discharge of the
Guarantor’s obligations under this Section 3 other than the irrevocable payment in full of all
Guaranteed Obligations.



     SECTION 4. The Guarantor further agrees that its guarantee hereunder is an absolute,
unconditional, present and continuing guarantee of payment when due and not of collection and is in
no way conditioned or contingent upon any attempt to collect from the Parent Foreign Borrower or
any Subsidiary or Affiliate thereof, or any other action, occurrence or circumstance whatsoever,
and waives any right to require that resort be had by the Global Agent or any Lender to any
security held for payment of the Guaranteed Obligations or to any balance of any deposit account or
credit on the books of the Global Agent or any Lender in favor of the Borrowers or any other
person. In addition to the foregoing, the Guarantor unconditionally and irrevocably guarantees to
the Creditors the payment of any and all Guaranteed Obligations of the Parent Foreign Borrower,
whether or not due or payable, upon the occurrence in respect of the Parent Foreign Borrower of any
Insolvency Event, and unconditionally and irrevocably promises to pay such Guaranteed Obligations
to the Global Agent, for the benefit of the Creditors, on demand, in such currency and otherwise in
such manner as is provided in the Guaranteed Documents governing such Guaranteed Obligations. As a
separate, additional and continuing obligation, the Guarantor unconditionally and irrevocably
undertakes and agrees, for the benefit of the Creditors, that, should any amounts constituting
Guaranteed Obligations not be recoverable from the Parent Foreign Borrower for any reason
whatsoever (including, without limitation, by reason of any provision of any Guaranteed Document or
any other agreement or instrument executed in connection therewith being or becoming, at any time,
voidable, void, unenforceable, or otherwise invalid under any applicable law), then notwithstanding
any notice or knowledge thereof by the Global Agent, any other Creditor, any of their respective
Affiliates, or any other Person, the Guarantor, as sole, original and independent obligor, upon
demand by the Global Agent, will make payment to the Global Agent, for the account of the
Creditors, of all such obligations not so recoverable by way of full indemnity, in such currency
and otherwise in such manner as is provided in the Guaranteed Documents. The Guarantor
understands, agrees and confirms that the Global Agent, on behalf of the Creditors, may enforce
this Agreement up to



2









 







the full amount of the Guaranteed Obligations against the Guarantor without proceeding against
the Parent Foreign Borrower or any other Person.



     SECTION 5. The obligations of the Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including, without limitation, any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality
or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Global Agent or any Lender to assert any claim or demand
or to enforce any remedy under any Loan Document, any guarantee or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in
the performance of the Guaranteed Obligations, or by any other act or omission which may or might
in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge
of the Borrowers or the Guarantor as a matter of law or equity (other than the indefeasible payment
in full of all the Guaranteed Obligations).



     SECTION 6. The Guarantor further agrees that its guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed
Obligation is rescinded or must otherwise be restored by the Global Agent or any Lender upon the
bankruptcy or reorganization of the Borrowers, the Parent Foreign Borrower or otherwise.



     SECTION 7. In furtherance of the foregoing and not in limitation of any other right which the
Global Agent or any Lender has at law or in equity against the Guarantor by virtue hereof, upon the
failure of the Borrowers to pay any Guaranteed Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby
promises to and will, upon receipt of written demand by the Global Agent, forthwith pay, or cause
to be paid, to the Global Agent for distribution to the Lenders, if and as appropriate, in cash the
amount of such unpaid Guaranteed Obligation. Notwithstanding any payment or payments made by the
Guarantor hereunder or any setoff or application of funds of the Guarantor by the Global Agent or
any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Global
Agent or any Lender against the Borrowers, the Parent Foreign Borrower or any guarantee or right of
offset held for the payment of the Guaranteed Obligations (whether contractual, under Section 509
of the Bankruptcy Code, or otherwise), nor shall the Guarantor seek or be entitled to seek any
contribution or reimbursement from the Borrowers or the Parent Foreign Borrower in respect of
payments made by the Guarantor hereunder, until all amounts owing to the Global Agent or any Lender
by the Borrowers on account of the Guaranteed Obligations are paid in full and the Commitments are
terminated. If any amount shall erroneously be paid to the Guarantor on account of such
subrogation, contribution, reimbursement, indemnity and similar rights, such amount shall be held
in trust for the benefit of the Lenders and shall forthwith be paid to the Global Agent to be
credited and applied to the payment of the Guaranteed Obligations. Any term or provision of this
Agreement to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed
Obligations guaranteed hereunder by the Guarantor shall not exceed the maximum amount that can be
hereby guaranteed by that Guarantor without rendering this Agreement, as it relates to the
Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer
or similar laws affecting the rights of creditors generally.



     SECTION 8. The Guarantor represents and warrants that: (a) it is duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization; (b) the
execution, delivery and performance by it of this Agreement are within its corporate or limited
liability company, as applicable, powers, have been duly authorized by all necessary corporate or
limited liability company, as applicable, and (if necessary) stockholder or member, as applicable,
action, and do not contravene, or constitute a default under, any provision of applicable law or
regulation or of its certificate of



3









 







incorporation or certificate of formation, as applicable, or bylaws or limited liability
company agreement, as applicable, or any material agreement or instrument binding upon it; (c) it
has duly executed and delivered this Agreement and each other Loan Document, if any, to which it is
party; (d) no consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, is required to authorize or is required as a condition to (i) the
execution, delivery and performance by the Guarantor of any Loan Document to which it is a party,
or (ii) the legality, validity, binding effect or enforceability of any Loan Document to which the
Guarantor is a party; (e) there are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority pending or, to the knowledge of the Guarantor, threatened against or
affecting the Guarantor that (i) with respect thereto, there is a reasonable possibility of an
adverse determination and that, if adversely determined, could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or
(ii) expressly contest the validity of this Agreement; and (f) this Agreement constitutes a legal,
valid and binding obligation of the Guarantor, 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.



     SECTION 9. The guarantees made hereunder shall survive and be in full force and effect so long
as any Guaranteed Obligation is outstanding and has not been indefeasibly paid, and shall be
reinstated to the extent provided in Section 6.



     SECTION 10. This Agreement and the terms, covenants and conditions hereof shall be binding
upon the Guarantor and its successors and shall inure to the benefit of the Global Agent and the
Lenders and their respective successors and assigns. The Guarantor shall not be permitted to
assign or transfer any of its rights or obligations under this Agreement, except as expressly
contemplated by this Agreement.



     SECTION 11. All amounts received by the Global Agent pursuant to, or in connection with the
enforcement of, this Agreement, together with all amounts and other rights and benefits realized by
any Creditor (or to which any Creditor may be entitled) by virtue of this Agreement, shall be
applied as provided in Section 8.03 of the Credit Agreement.



     SECTION 12. The Guarantor agrees to pay, to the extent not paid pursuant to Section 11.01 of
the Credit Agreement, all reasonable out-of-pocket costs and expenses of the Global Agent and each
other Creditor in connection with the enforcement of this Agreement and any amendment, waiver or
consent relating hereto (including, without limitation, the reasonable fees and disbursements of
counsel employed by the Global Agent or any of the other Creditors).



     SECTION 13. No failure on the part of the Global Agent to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy by the Global Agent or any Lender
preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder and under the other Loan Documents are cumulative and are not exclusive of
any other remedies provided by law. Except as provided in the Credit Agreement, none of the Global
Agent or the Lenders shall be deemed to have waived any rights hereunder or under any other
agreement or instrument unless such waiver shall be in writing and signed by such parties.



     SECTION 14. 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
GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO



4









 







ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS. 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 Guarantor hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. The Guarantor 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 Borrower at its address for notices pursuant to Section 15 hereof, 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 to serve process
in any other manner permitted by law or to commence legal proceedings or otherwise proceed against
the Guarantor in any other jurisdiction. The Guarantor 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 this Section 14 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.



     SECTION 15. All communications and notices hereunder shall be in writing and given as provided
in Section 11.04 of the Credit Agreement; provided that any communication or notice hereunder to
the Guarantor shall be given to it in care of the Company at the address or telecopy or telex
number specified in the Credit Agreement.



     SECTION 16. Any provision of this Agreement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.



     SECTION 17. A separate action or actions may be brought and prosecuted against the Guarantor
whether or not action is brought against any other guarantor or the Parent Foreign Borrower, and
whether or not any other guarantor or the Parent Foreign Borrower joined in any such action or
actions.



     SECTION 18. The Guarantor confirms that an executed (or conformed) copy of each of the
Guaranteed Documents has been made available to its principal executive officers, that such
officers are familiar with the contents thereof and of this Agreement, and that it has executed and
delivered this Agreement after reviewing the terms and conditions of the Credit Agreement, the
other Guaranteed Documents and this Agreement and such other information as it has deemed
appropriate in order to make its own credit analysis and decision to execute and deliver this
Agreement. The Guarantor confirms that it has made its own independent investigation with respect
to the creditworthiness of the Parent Foreign Borrower and its Subsidiaries and Affiliates and is
not executing and delivering this Agreement in reliance on any representation or warranty by the
Global Agent or any other Creditor or any other Person acting on behalf of the Global Agent or any
other Creditor as to such creditworthiness. The Guarantor expressly assumes all responsibilities to
remain informed of the financial condition of the Parent Foreign Borrower and its Subsidiaries and
Affiliates and any circumstances affecting (a) the Parent Foreign Borrower’s or any of its
Subsidiary’s or Affiliate’s ability to perform its obligations under the Credit Agreement and the
other Guaranteed Documents to which it is a party, or (b) any other guaranty for all or any part of
the Parent Foreign Borrower’s or such Subsidiary’s or Affiliate’s payment and performance
obligations thereunder; and the Guarantor further agrees that the Global Agent and the other
Creditors



5









 







shall have no duty to advise the Guarantor of information known to them regarding such
circumstances or the risks the Guarantor undertakes in this Agreement.



     SECTION 19. If for the purposes of obtaining judgment in any court it is necessary to convert
a sum due hereunder in any currency (the “Original Currency”) into another currency (the
“Other Currency”) the Guarantor, the Global Agent and the other Creditors, by their
acceptance of the benefits hereof, agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal banking procedures
the Global Agent could purchase the Original Currency with the Other Currency at the Payment Office
on the second Business Day preceding that on which final judgment is given. The obligation of the
Guarantor in respect of any sum due in the Original Currency from it to the Global Agent or any
other Creditor hereunder shall, notwithstanding any judgment in any Other Currency, be discharged
only to the extent that on the Business Day following receipt by such Creditor or the Global Agent,
as the case may be, of any sum adjudged to be so due in such Other Currency such Creditor or the
Global Agent, as the case may be, may in accordance with normal banking procedures purchase Dollars
with such Other Currency; if the amount of the Original Currency so purchased is less than the sum
originally due to such Creditor or the Global Agent, as the case may be, in the Original Currency,
the Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify
such Creditor or the Global Agent, as the case may be, against such loss, and if the amount of the
Original Currency so purchased exceeds the sum originally due to the Global Agent or any other
Creditor, as the case may be, in the Original Currency, the Global Agent or such other Creditor, as
the case may be, agrees to remit to the Guarantor such excess.



     SECTION 20. The Guarantor covenants and agrees that on and after the date hereof and until
this Agreement is terminated in accordance with its terms, the Guarantor shall take, or will
refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so
that no Default or Event of Default, is caused by the actions or inactions of the Guarantor or any
of its Subsidiaries.



     SECTION 21. The relationship among the Guarantor and its Affiliates, on the one hand, and the
Global Agent and the other Creditors, on the other hand, is solely that of debtor and creditor, and
the Global Agent and the other Creditors have no fiduciary or other special relationship with the
Guarantor or any of its Affiliates, and no term or provision of any Guaranteed Document, no course
of dealing, no written or oral communication, or other action, shall be construed so as to deem
such relationship to be other than that of debtor and creditor.



     SECTION 22. This Guarantee shall be released if the Guarantor ceases to be a Subsidiary as a
result of a transaction that is permitted by the terms of the Credit Agreement.



     SECTION 23. This Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute but one instrument;
provided that this Agreement shall be construed as a separate agreement with respect to the
Guarantor and may be amended, modified, supplemented, waived or released with respect to the
Guarantor without the approval of any other Guarantor and without affecting the obligations of any
other Guarantor hereunder. This Agreement shall be effective with respect to the Guarantor when a
counterpart which bears the signature of the Guarantor shall have been delivered to the Global
Agent.



     SECTION 24. This Guaranty does not apply to any liability to the extent that it would result
in this Guaranty constituting unlawful financial assistance within the meaning of any applicable
law or otherwise violating the Foreign Guaranty Principles.



     SECTION 25. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A
TRIAL BY JURY IN ANY ACTION,



6









 







PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS
RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 25.



7









 





     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	[                    ]

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	NATIONAL CITY BANK,

as Global Agent

 	 
	 	By:  	 	 
	 	Name:  	Brian Strayton 	 
	 	Title:  	Senior Vice President 	 
	 




 









 





EXHIBIT D




JOINDER AGREEMENT




     This Joinder Agreement, dated as of                      ___, 20___(as amended, restated or otherwise
modified from time to time, this “Agreement”), is between [Foreign Subsidiary Borrower]
[Canadian Borrower], a                      (the “Additional Borrower”), and National City Bank, as
global administrative agent (the “Global Agent”) for the Lenders under the Credit Agreement
(each as defined below). Capitalized terms used herein and not defined herein have the respective
meanings assigned to such terms in the Credit Agreement (as defined below).



RECITALS:




     (1) This Joinder Agreement is entered into pursuant to Section 5.02(i) of the Credit
Agreement, dated as of April ___, 2008, among Abercrombie & Fitch Management Co., the Foreign
Subsidiary Borrowers party thereto, Abercrombie & Fitch Co., the lenders party thereto, the Global
Agent, J.P. Morgan Securities, Inc., as the Syndication Agent and each of Fifth Third Bank and
Huntington National Bank as a Documentation Agent (as may be further amended, restated or otherwise
modified from time to time, the “Credit Agreement”).



     (2) The Additional Borrower is a direct or indirect wholly-owned Subsidiary of the Company,
and the Company and the Additional Borrower desire that the Additional Borrower become a party to
the Credit Agreement as a [Foreign Revolving Facility Borrower] [Canadian Borrower] thereunder.
This Agreement is one of the Loan Documents referred to in the Credit Agreement.



     (3) It is a condition precedent under Section 5.02(i) of the Credit Agreement that the
Additional Borrower execute and deliver this Agreement prior to the date on which any Loan may be
made to it under the Credit Agreement.



     (4) The Additional Borrower will obtain benefits from the Credit Agreement and, accordingly,
desires to enter into this Agreement in order to satisfy the condition described in the preceding
paragraph and to induce the Lenders to make Loans to it under the Credit Agreement.



AGREEMENT:




     NOW, THEREFORE, in consideration of the foregoing and the other benefits accruing to the
Additional Borrower, the receipt and sufficiency of which are hereby acknowledged, the Additional
Borrower covenants and agrees with the Global Agent and each other Lender as follows:



     1. Agreement. The Additional Borrower hereby acknowledges, agrees and confirms that,
by its execution of this Agreement, it shall become a party to the Credit Agreement and the other
Loan Documents and shall be fully bound by, and subject to, all of the covenants, terms,
obligations (including, without limitation, all payment obligations) and conditions of the Credit
Agreement and the other Loan Documents applicable to a Borrower as though originally party thereto
as a Borrower, and the Additional Borrower shall be deemed a “Borrower” for all purposes of the
Credit Agreement from and after the date hereof; provided, however, that the Additional Borrower’s
liability shall be limited as described in Section 2.15(b) of the Credit Agreement and, further,
that nothing contained in this Agreement shall make or be deemed to make such Additional Borrower
liable in any way for the indebtedness and other obligations of any Domestic Credit Party under the
Credit Agreement. By its signature below, each of the Borrowers,



2









 







the Lenders and the Global Agent hereby agrees and consents to the Additional Borrower
becoming bound by, and subject to, the terms and conditions of the Credit Agreement as provided
herein, and agrees and acknowledges that the Additional Borrower shall be afforded the benefits of
the Credit Agreement, in accordance with the terms and conditions thereof as provided herein, in
each case as fully and the same as if the Additional Borrower was originally party thereto as a
Borrower. The Additional Borrower acknowledges and confirms that it has received a copy of the
Credit Agreement, the other Loan Documents and all exhibits thereto and has reviewed and
understands all of the terms and provisions thereof.



     2. Effect of this Agreement. Except as expressly provided in this Agreement, the
Credit Agreement shall remain in full force and effect, without modification or amendment. This
Agreement shall be binding upon, and shall inure to the benefit of, the successors and assigns of
each of the parties hereto and the holders from time to time of the Notes.



     3. Representations and Warranties. The Additional Borrower, as of the date hereof,
hereby:



          (a) makes to the Lenders each of the representations and warranties contained in Article 5 of
the Credit Agreement applicable to a Borrower or a Credit Party; and



          (b) represents and warrants that (i) all of the conditions precedent as set forth in
Section 2.16 and Section 5.02 of the Credit Agreement have been satisfied, and (ii) no event has
occurred and no condition exists that, upon the execution and delivery of this Agreement, would
constitute a Default or an Event of Default.



     4. Successors and Assigns; Entire Agreement. This Agreement is binding upon and shall
inure to the benefit of the parties to this Agreement and their respective successors and assigns.
This Agreement and the Credit Agreement set forth the entire agreement and understanding between
the parties as to the subject matter hereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them.



     5. Headings and Counterparts. The descriptive headings of this Agreement are for
convenience or reference only and do not constitute a part of this Agreement. This Agreement may
be executed in counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument.



     6. Expenses. The Company shall promptly (and in any event within 30 days of receiving
any statement or invoice therefor) pay all reasonable expenses relating to this Agreement,
including, without limitation, the reasonable fees and disbursements of Jones Day, counsel to the
Global Agent.



     7. Governing Law. This Agreement and the rights of the parties hereunder shall be
construed and interpreted in accordance with the laws of the State of Ohio, without application of
the rules regarding conflicts of laws.



     8. THE ADDITIONAL BORROWER, THE GLOBAL AGENT AND THE GLOBAL AGENT, ON BEHALF OF EACH LENDER,
HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.



[Remainder of page intentionally left blank]




3









 








     IN WITNESS WHEREOF, the Additional Borrower and the Global Agent have executed this Agreement
as of the date first written above.



	 	 	 	 	 
	 	ADDITIONAL BORROWER:


[FOREIGN SUBSIDIARY BORROWER]

[CANADIAN BORROWER]

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	GLOBAL AGENT:


NATIONAL CITY BANK, as Global

Agent for the Lenders

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	AGREED AND CONSENTED TO BY:


BORROWERS:


ABERCROMBIE & FITCH MANAGEMENT CO.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	[ADDITIONAL BORROWERS]

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




5













 





EXHIBIT E




COMPLIANCE CERTIFICATE




[Insert Date]




National City Bank,

as the Global Agent

629 Euclid Avenue

Cleveland, Ohio 44114

Attention:                                        




Each Lender party to the

Credit Agreement referred to below




Ladies and Gentlemen:




     Reference is made to that certain Credit Agreement, dated as of April ___, 2008, among
Abercrombie & Fitch Management Co., the Foreign Subsidiary Borrowers party thereto, Abercrombie &
Fitch Co., the lenders party thereto, the Global Agent, J.P. Morgan Securities, Inc., as the
Syndication Agent and each of Fifth Third Bank and Huntington National Bank as a Documentation
Agent (as may be further amended, restated or otherwise modified from time to time, the “Credit
Agreement”), terms defined therein being used herein as therein defined). Pursuant to Section
6.01(c) of the Credit Agreement, the undersigned hereby certifies to the Global Agent and the
Lenders as follows:



     (a) I am the duly elected [                                        ] of the Company and the Parent.



     (b) I am familiar with the terms of the Credit Agreement and the other Loan Documents, and I
have made, or have caused to be made under my supervision, a review in reasonable detail of the
transactions and conditions of the Company and its Subsidiaries during the accounting period
covered by the attached financial statements.



     (c) The review described in paragraph (b) above did not disclose, and I have no knowledge of,
the existence of any condition or event that constitutes or constituted a Default or Event of
Default at the end of the accounting period covered by the attached financial statements or as of
the date of this Compliance Certificate.



     (d) The representations and warranties of the Credit Parties contained in the Credit Agreement
and in the other Loan Documents are true and correct in all material respects with the same effect
as though such representations and warranties had been made on and at the date hereof, except to
the extent that such representations and warranties expressly relate to an earlier specified date,
in which case such representations and warranties were true and correct in all material respects as
of the date when made.



     (e) Set forth on Attachment I hereto are (i) calculations of the financial covenants
set forth in Section 7.07 of the Credit Agreement, which calculations show compliance with the
terms thereof for the fiscal quarter of the Company ending [                                        ], and (ii) calculations
showing compliance with Sections 7.01, 7.02 and 7.04 of the Credit Agreement.



6









 





	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	ABERCROMBIE & FITCH MANAGEMENT CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	ABERCROMBIE & FITCH CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







7









 








EXHIBIT F




CLOSING CERTIFICATE OF

ABERCROMBIE & FITCH MANAGEMENT CO.




     ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the “Company”), hereby
certifies that the officer executing this Closing Certificate is an Authorized Officer of the
Company and that such officer is duly authorized to execute this Closing Certificate, which is
hereby delivered on behalf of the Company pursuant to Section 5.01(e) of the Credit Agreement,
dated as April ___, 2008 (the terms defined therein being used herein as therein defined), among
Abercrombie & Fitch Management Co., the Foreign Subsidiary Borrowers party thereto, Abercrombie &
Fitch Co., the lenders party thereto, the Global Agent, J.P. Morgan Securities, Inc., as the
Syndication Agent and each of Fifth Third Bank and Huntington National Bank as a Documentation
Agent (as may be further amended, restated or otherwise modified from time to time, the “Credit
Agreement”).



     The undersigned further certifies that at and as of the Closing Date and both before and after
giving effect to the initial Borrowings under the Credit Agreement and the application of the
proceeds thereof:



     1. No Default or Event of Default has occurred and is continuing.



     2. All representations and warranties of the Credit Parties contained in the Credit Agreement
and in the other Loan Documents are 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 Closing Date, except
to the extent that such representations and warranties expressly relate to an earlier specified
date, in which case such representations and warranties were true and correct in all material
respects as of the date when made.



     IN WITNESS WHEREOF, the Company has caused this Closing Certificate to be executed by its
[Insert title of Authorized Officer] thereunto duly authorized, on and as of this                      day of
                                        , 200                    .



	 	 	 	 	 	 	 
	 	 	ABERCROMBIE & FITCH MANAGEMENT CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 






F-1









 








EXHIBIT G




ASSIGNMENT AGREEMENT




DATE:                                        




     Reference is made to the Credit Agreement, dated as of April ___, 2008 among Abercrombie &
Fitch Management Co., the Foreign Subsidiary Borrowers party thereto, Abercrombie & Fitch Co., the
lenders party thereto, the Global Agent, J.P. Morgan Securities, Inc., as the Syndication Agent and
each of Fifth Third Bank and Huntington National Bank as a Documentation Agent (as may be further
amended, restated or otherwise modified from time to time, the “Credit Agreement”).



                                              (the “Assignor”) and                     
                     (the “Assignee”) hereby
agree as follows:



     1. The Assignor hereby sells and assigns to the Assignee without recourse and without
representation or warranty (other than as expressly provided herein), and the Assignee hereby
purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and
obligations under the Credit Agreement as of the date hereof which represents the percentage
interest specified in Item 4 of Annex I (the “Assigned Share”) of all of Assignor’s
outstanding rights and obligations under the Credit Agreement indicated in Item 4 of Annex I,
including, without limitation, all rights and obligations with respect to the Assigned Share of the
Assignor’s Commitment and of the Loans, Unpaid Drawings and the Notes held by the Assignor. After
giving effect to such sale and assignment, the Assignee’s Commitments will be as set forth in Item
4 of Annex I.



     2. The Assignor: (a) represents and warrants that it is duly authorized to enter into and
perform the terms of this Assignment Agreement, that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any liens or
security interests; (b) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the Credit
Agreement or the other Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or the other Loan Documents or any other
instrument or document furnished pursuant thereto; and (c) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Borrowers or any of their
Subsidiaries or the performance or observance by any Borrower or any of the other Credit Parties of
any of its obligations under the Credit Agreement or the other Loan Documents or any other
instrument or document furnished pursuant thereto.



     3. The Assignee: (a) represents and warrants that it is duly authorized to enter into and
perform the terms of this Assignment Agreement; (b) confirms that it has received a copy of the
Credit Agreement and the other Loan Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment Agreement; (c) agrees that it
will, independently and without reliance upon the Global Agent, the Assignor or any other Lender
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit Agreement; (d)
appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such
powers under the Credit Agreement and the other Loan Documents as are delegated to such Agent by
the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that
it will perform in accordance with their terms all of the obligations that by the terms of the
Credit Agreement are required to be performed by it as a Lender; (f) has delivered the completed
forms described in Section 3.03(b) of the Credit Agreement, including the Withholding Certificate,
the Exemption Certificate (if applicable) and the Qualifying Certificate



G-1









 




(collectively, the “Forms”); and (g) that all such Forms, as completed, are true and correct
in all material respects as of the date hereof.




     4. Following the execution of this Assignment Agreement by the Assignor and the Assignee, an
executed original hereof (together with all attachments) will be delivered to the Global Agent. The
effective date of this Assignment Agreement shall be the date of execution hereof by the Assignor,
the Assignee and the consent hereof by the Global Agent and, if required, the Company, the receipt
by the Global Agent of the administrative fee referred to in Section 11.05(c)(i)(E) of the Credit
Agreement, unless otherwise specified in Item 5 of Annex I hereto (the “Settlement Date”).



     5. Upon the delivery of a fully executed original hereof to the Global Agent, as of the
Settlement Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent
provided in this Assignment Agreement, shall have the rights and obligations of a Lender thereunder
and under the other Loan Documents, and (b) the Assignor shall, to the extent provided in this
Assignment Agreement, relinquish its rights and be released from its obligations under the Credit
Agreement and the other Loan Documents.



     6. It is agreed that upon the effectiveness hereof, the Assignee shall be entitled to (a) all
interest on the Assigned Share of the Loans at the rates specified in Item 6 of Annex I, (b) all
Facility Fees (if applicable) on the Assigned Share of the Commitment at the rate specified in Item
7 of Annex I, and (c) all LC Fees (if applicable) on the Assignee’s participation in all Letters of
Credit at the rate specified in Item 8 of Annex I hereto, which, in each case, accrue on and after
the Settlement Date, such interest and, if applicable, Facility Fees and LC Fees, to be paid by the
Global Agent, upon receipt thereof from the Borrowers, directly to the Assignee. It is further
agreed that all payments of principal made by the Borrowers on the Assigned Share of the Loans that
occur on and after the Settlement Date will be paid directly by the Global Agent to the Assignee.
Upon the Settlement Date, the Assignee shall pay to the Assignor an amount specified by the
Assignor in writing that represents the Assigned Share of the principal amount of the respective
Loans made by the Assignor pursuant to the Credit Agreement that are outstanding on the Settlement
Date, net of any closing costs, and that are being assigned hereunder. The Assignor and the
Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods
prior to the Settlement Date directly between themselves on the Settlement Date.



     7. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF OHIO, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW.



* * *




     IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






G-2









 






	 	 	 	 	 
	Acknowledged and Agreed:	 	 
	 
	 	 	 	 
	NATIONAL CITY BANK, 

as Global Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	[If Required]

	 	 

	 	 
	 
	 	 	 	 
	ABERCROMBIE & FITCH MANAGEMENT CO.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	[If Required]

	 	 

	 	 







G-3











 





ANNEX I

TO

ASSIGNMENT AND ASSUMPTION AGREEMENT





	1.	 	The Borrower[s]:






ABERCROMBIE & FITCH MANAGEMENT CO.

[FOREIGN SUBSIDIARY BORROWER[S]]




	2.	 	Name and Date of Credit Agreement:






among Abercrombie & Fitch Management Co., the Foreign Subsidiary Borrowers party
thereto, Abercrombie & Fitch Co., the lenders party thereto, the Global Agent, J.P.
Morgan Securities, Inc., as the Syndication Agent and each of Fifth Third Bank and
Huntington National Bank as a Documentation Agent (as may be further amended,
restated or otherwise modified from time to time, the “Credit Agreement”).




	3.	 	Date of Assignment Agreement:






                     ___, 20___




	4.	 	Amounts (as of date of item #3 above):





	 	 	 	 	 	 	 	 	 
	 	 	Commitment	 	Loans
	Aggregate Amount for all Lenders
	 	$	—	 	 	$	—	 
	Type of Loan
	 	 	 	 	 	 	 	 
	Assigned Share
	 	 	—	%	 	 	—	%
	Amount of Assigned Share
	 	$	—	 	 	$	—	 
	Amount Retained by Assignor
	 	$	—	 	 	$	—	 







	5.	 	Settlement Date:






                     ___, ___



	 	 	 	 	 
	6.

	 	Rate of Interest to the Assignee:
	 	As set forth in Section 2.09 of the Credit Agreement (unless
otherwise agreed to by the Assignor and the Assignee).
	 
	 	 	 	 
	7.

	 	Facility Fees:
	 	As set forth in Section 2.11(a) of the Credit Agreement (unless otherwise
agreed to by the Assignor and the Assignee).






E-1









 






	 	 	 	 	 
	8.

	 	LC Fees:
	 	As set forth in Section 2.11(c) and/or (e), as applicable, of the Credit
Agreement (unless otherwise agreed to by the Assignor and the Assignee).
	 
	 	 	 	 
	9.

	 	Notices:	 	 






	 	 	 
	ASSIGNOR:

	 	ASSIGNEE:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	Attention:

	 	Attention:
	Telephone No.:

	 	Telephone No.:
	Facsimile No.:

	 	Facsimile No.:







	10.	 	Payment Instructions:





	 	 	 
	ASSIGNOR:

	 	ASSIGNEE:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	ABA No.

	 	ABA No.
	Account No.:

	 	Account No.:
	Reference:

	 	Reference:
	Attention:

	 	Attention:
	Telephone No.:

	 	Telephone No.:
	Facsimile No.:

	 	Facsimile No.:






E-2









 





EXHIBIT H




 



FORM OF




EXEMPTION CERTIFICATE

 






E-3









 





EXEMPTION CERTIFICATE




          Reference is made to the Credit Agreement dated as of April ___ 2008, among ABERCROMBIE &
FITCH MANAGEMENT CO., a Delaware corporation, the Foreign Subsidiary Borrowers from time to time
party thereto, ABERCROMBIE & FITCH CO., a Delaware corporation, NATIONAL CITY BANK, J.P. MORGAN
SECURITIES, INC., the several lenders from time to time party thereto (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used
herein that are not defined herein shall have the meanings ascribed to them in the Credit
Agreement.                      [Name of Lender] (the “Non-U.S. Lender”) is providing this
certificate pursuant to Section 3.03(b) of the Credit Agreement.




          The Non-U.S. Lender hereby represents and warrants that:




     1. The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations
evidenced by Note(s) in respect of which it is providing this certificate;



     2. The Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Internal
Revenue Code of 1986, as amended (the “Code”). In this regard, the Non-U.S. Lender further
represents and warrants that:




     a. the Non-U.S. Lender is not subject to regulatory or other legal requirements as a
bank in any jurisdiction; and




     b. the Non-U.S. Lender has not been treated as a bank for purposes of any tax,
securities law or other filing or submission made to any Governmental Authority, any
application made to a rating agency or qualification for any exemption from tax, securities
law or other legal requirements;



     3. The Non-U.S. Lender is not a 10-percent shareholder of any Borrower within the meaning of
Section 881(c)(3)(B) of the Code;



     4. The Non-U.S. Lender is not a controlled foreign corporation related to any Borrower within
the meaning of Section 881(c)(3)(C) of the Code; and



     5. The Non-U.S. Lender’s income from the Loans or the obligations evidenced by the Note(s) is
not effectively connected with the conduct of a trade or business within the United States.



     We have furnished you with a certificate of our non-U.S. person status on Internal Revenue
Service Form W-8BEN.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




E-1









 





          IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed as of this ___
day of                     , 20___.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Lender/Participant]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






E-2









 





EXHIBIT
I




 



FORM OF




WITHHOLDING CERTIFICATE

 






 










 





WITHHOLDING CERTIFICATE




          Reference is made to the Credit Agreement dated as of April ___ 2008, among ABERCROMBIE &
FITCH MANAGEMENT CO., a Delaware corporation, the Foreign Subsidiary Borrowers from time to time
party thereto, ABERCROMBIE & FITCH CO., a Delaware corporation, NATIONAL CITY BANK, J.P. MORGAN
SECURITIES, INC., the several lenders from time to time party thereto (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used
herein that are not defined herein shall have the meanings ascribed to them in the Credit
Agreement. [Name of Lender/Participant] (the “Lender/Participant”) is providing this
Exemption Certificate pursuant to Section 3.03(b) of the Credit Agreement.




          The Lender/Participant hereby represents and warrants that as of the date hereof the rate of
withholding tax applicable with respect to payments made to the Lender/Participant by a Borrower
incorporated under the laws of:




          (a) the United States of America, any state thereof, the District of Columbia or any United
States possession is ___(if none, state “N/A”);




          (b) Switzerland is ___(if none, state “N/A”);




          (c) Canada is ___(if none, state “N/A”);




          (d) Japan is ___(if none, state “N/A”);




          (e) England and Wales is ___(if none, state “N/A”);




          (f) The Netherlands is ___(if none, state “N/A”); and




          (g) Luxembourg is ___(if none, state “N/A”).




          IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed as of this ___
day of                     , 20___.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Lender/Participant]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







E-1











 




EXHIBIT
J

 





FORM OF




QUALIFYING CERTIFICATE




 






 










 






QUALIFYING CERTIFICATE




          Reference is made to the Credit Agreement dated as of April ___ 2008, among ABERCROMBIE &
FITCH MANAGEMENT CO., a Delaware corporation, the Foreign Subsidiary Borrowers from time to time
party thereto, ABERCROMBIE & FITCH CO., a Delaware corporation, NATIONAL CITY BANK, J.P. MORGAN
SECURITIES, INC., the several lenders from time to time party thereto (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used
herein that are not defined herein shall have the meanings ascribed to them in the Credit
Agreement. The undersigned,                      [Name of Lender/Participant] (the
“Lender/Participant”) is providing this certificate pursuant to Section 3.03(f) and/or
11.05(f) of the Credit Agreement.




     The Lender/Participant hereby represents and warrants either that:



     1. It is a financial institution that (i) qualifies as a bank pursuant to the banking laws in
force in its country of incorporation, (ii) carries on a true banking activity in such jurisdiction
as its main purpose, and (iii) has personnel, premises, communication devices and decision-making
authority of its own, all as per the explanatory notes of the Swiss Federal Tax Administration No.
S-02-123(9.86) and S-02.128(1.2000) or legislation or explanatory notes addressing the same issues
which are in force at such time (a “Swiss Qualifying Lender”) [ ] Yes [ ] No; or



     2. It is not a Swiss Qualifying Lender [ ] Yes [ ] No



     IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed as of this ___
day of                     , 20___.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Name of Lender/Participant]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






E-1









 





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
	 	$	68,500,000.00	 	 	 	15.222	%	 	NA	 	 	NA	 
	National City Bank, Canada Branch
	 	NA	 	 	NA	 	 	$	12,500,000.00	 	 	 	50.000	%
	JPMorgan Chase Bank, N.A.
	 	$	68,500,000.00	 	 	 	15.222	%	 	$	12,500,000.00	 	 	 	50.000	%
	Fifth Third Bank
	 	$	68,000,000.00	 	 	 	15.111	%	 	NA	 	 	NA	 
	The Huntington National Bank
	 	$	60,000,000.00	 	 	 	13.333	%	 	NA	 	 	NA	 
	Bank of America, N.A.
	 	$	45,000,000.00	 	 	 	10.000	%	 	NA	 	 	NA	 
	Citizens Bank of Pennsylvania
	 	$	40,000,000.00	 	 	 	8.889	%	 	NA	 	 	NA	 
	Sumitomo Mitsui Banking Corporation
	 	$	40,000,000.00	 	 	 	8.889	%	 	NA	 	 	NA	 
	US Bank, N.A.
	 	$	40,000,000.00	 	 	 	8.889	%	 	NA	 	 	NA	 
	PNC Bank, National Association
	 	$	20,000,000.00	 	 	 	4.444	%	 	NA	 	 	NA	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total:
	 	$	450,000,000.00	 	 	 	100.00	%	 	$	25,000,000.00	 	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 







 












 







Schedule 2




Subsidiary Guarantors




Abercrombie & Fitch Holding Corporation

Abercrombie & Fitch Fulfillment Company

Abercrombie & Fitch Distribution Company

A&F Trademark, Inc.

J.M.H. Trademark, Inc.

Abercrombie & Fitch Trading Co.

Abercrombie & Fitch Procurement Services, LLC

Abercrombie & Fitch Stores, Inc.

J.M. Hollister, LLC

RUEHL No. 925, LLC

Hollister Co.

Gilly Hicks, LLC

Abercrombie & Fitch International, Inc.

Fan Company, LLC

Canoe, LLC

Crombie, LLC

DFZ, LLC

A&F Canada Holding Co.



 












 





Schedule 3




Existing Letters of Credit




Trade Letters of Credit:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183045	 	4/5/2008	 	USD	 	 	259,535.98	 	 	 	1.0000	 	 	$	259,535.98	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183053	 	4/7/2008	 	USD	 	 	233,353.31	 	 	 	1.0000	 	 	$	233,353.31	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183055	 	4/9/2008	 	USD	 	 	7,222.99	 	 	 	1.0000	 	 	$	7,222.99	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183072	 	4/3/2008	 	USD	 	 	15,313.73	 	 	 	1.0000	 	 	$	15,313.73	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183086	 	4/3/2008	 	USD	 	 	30,878.82	 	 	 	1.0000	 	 	$	30,878.82	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183074	 	4/8/2008	 	USD	 	 	141,972.18	 	 	 	1.0000	 	 	$	141,972.18	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183040	 	4/4/2008	 	USD	 	 	81,813.15	 	 	 	1.0000	 	 	$	81,813.15	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183043	 	4/8/2008	 	USD	 	 	88,332.93	 	 	 	1.0000	 	 	$	88,332.93	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183048	 	4/7/2008	 	USD	 	 	48,265.62	 	 	 	1.0000	 	 	$	48,265.62	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183050	 	4/5/2008	 	USD	 	 	40454.40	 	 	 	1.0000	 	 	$	40,454.40	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183052	 	4/5/2008	 	USD	 	 	102,011.24	 	 	 	1.0000	 	 	$	102,011.24	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183062	 	4/5/2008	 	USD	 	 	46662.00	 	 	 	1.0000	 	 	$	46,662.00	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183063	 	4/5/2008	 	USD	 	 	50,344.04	 	 	 	1.0000	 	 	$	50,344.04	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183064	 	4/8/2008	 	USD	 	 	142,150.03	 	 	 	1.0000	 	 	$	142,150.03	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183065	 	4/5/2008	 	USD	 	 	7,574.42	 	 	 	1.0000	 	 	$	7,574.42	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183075	 	4/3/2008	 	USD	 	 	79394.70	 	 	 	1.0000	 	 	$	79,394.70	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183077	 	4/9/2008	 	USD	 	 	87601.50	 	 	 	1.0000	 	 	$	87,601.50	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183082	 	4/9/2008	 	USD	 	 	49,500.02	 	 	 	1.0000	 	 	$	49,500.02	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183084	 	4/8/2008	 	USD	 	 	55,039.09	 	 	 	1.0000	 	 	$	55,039.09	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183085	 	4/3/2008	 	USD	 	 	93,406.46	 	 	 	1.0000	 	 	$	93,406.46	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183087	 	4/8/2008	 	USD	 	 	14,139.62	 	 	 	1.0000	 	 	$	14,139.62	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183216	 	4/25/2008	 	USD	 	 	344,641.37	 	 	 	1.0000	 	 	$	344,641.37	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183217	 	4/27/2008	 	USD	 	 	40,286.47	 	 	 	1.0000	 	 	$	40,286.47	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183224	 	4/29/2008	 	USD	 	 	94,258.16	 	 	 	1.0000	 	 	$	94,258.16	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183049	 	4/5/2008	 	USD	 	 	380,330.09	 	 	 	1.0000	 	 	$	380,330.09	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183044	 	4/4/2008	 	USD	 	 	333,905.94	 	 	 	1.0000	 	 	$	333,905.94	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183070	 	4/4/2008	 	USD	 	 	107,477.37	 	 	 	1.0000	 	 	$	107,477.37	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183078	 	4/9/2008	 	USD	 	 	124,144.02	 	 	 	1.0000	 	 	$	124,144.02	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183039	 	4/5/2008	 	USD	 	 	58,070.25	 	 	 	1.0000	 	 	$	58,070.25	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183067	 	4/4/2008	 	USD	 	 	114,181.94	 	 	 	1.0000	 	 	$	114,181.94	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183069	 	4/5/2008	 	USD	 	 	129,202.76	 	 	 	1.0000	 	 	$	129,202.76	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183076	 	4/8/2008	 	USD	 	 	124,351.97	 	 	 	1.0000	 	 	$	124,351.97	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183046	 	4/9/2008	 	USD	 	 	92641.50	 	 	 	1.0000	 	 	$	92,641.50	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183047	 	4/9/2008	 	USD	 	 	73483.20	 	 	 	1.0000	 	 	$	73,483.20	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183051	 	4/8/2008	 	USD	 	 	167935.30	 	 	 	1.0000	 	 	$	167,935.30	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183054	 	4/7/2008	 	USD	 	 	50116.50	 	 	 	1.0000	 	 	$	50,116.50	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183056	 	4/7/2008	 	USD	 	 	16,222.03	 	 	 	1.0000	 	 	$	16,222.03	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183057	 	4/5/2008	 	USD	 	 	19,918.04	 	 	 	1.0000	 	 	$	19,918.04	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183058	 	4/9/2008	 	USD	 	 	38713.50	 	 	 	1.0000	 	 	$	38,713.50	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183059	 	4/5/2008	 	USD	 	 	25,807.85	 	 	 	1.0000	 	 	$	25,807.85	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183060	 	4/1/2008	 	USD	 	 	12423.60	 	 	 	1.0000	 	 	$	12,423.60	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183061	 	4/7/2008	 	USD	 	 	40,416.77	 	 	 	1.0000	 	 	$	40,416.77	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183066	 	4/9/2008	 	USD	 	 	45406.20	 	 	 	1.0000	 	 	$	45,406.20	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183068	 	4/3/2008	 	USD	 	 	70,033.48	 	 	 	1.0000	 	 	$	70,033.48	 






 












 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183071	 	4/4/2008	 	USD	 	 	91060.20	 	 	 	1.0000	 	 	$	91,060.20	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183073	 	4/4/2008	 	USD	 	 	55295.10	 	 	 	1.0000	 	 	$	55,295.10	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183079	 	4/6/2008	 	USD	 	 	25,544.72	 	 	 	1.0000	 	 	$	25,544.72	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183080	 	4/9/2008	 	USD	 	 	34,079.85	 	 	 	1.0000	 	 	$	34,079.85	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183081	 	4/3/2008	 	USD	 	 	35,167.02	 	 	 	1.0000	 	 	$	35,167.02	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183083	 	4/4/2008	 	USD	 	 	17,109.58	 	 	 	1.0000	 	 	$	17,109.58	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183088	 	4/9/2008	 	USD	 	 	13,484.02	 	 	 	1.0000	 	 	$	13,484.02	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183089	 	4/9/2008	 	USD	 	 	58,113.73	 	 	 	1.0000	 	 	$	58,113.73	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183090	 	4/6/2008	 	USD	 	 	29,846.88	 	 	 	1.0000	 	 	$	29,846.88	 
	2/27/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183038	 	4/4/2008	 	USD	 	 	21,833.24	 	 	 	1.0000	 	 	$	21,833.24	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183218	 	4/25/2008	 	USD	 	 	93,525.39	 	 	 	1.0000	 	 	$	93,525.39	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183219	 	4/26/2008	 	USD	 	 	161700.00	 	 	 	1.0000	 	 	$	161,700.00	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183221	 	4/19/2008	 	USD	 	 	34,060.19	 	 	 	1.0000	 	 	$	34,060.19	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183222	 	4/29/2008	 	USD	 	 	189,001.21	 	 	 	1.0000	 	 	$	189,001.21	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183223	 	4/30/2008	 	USD	 	 	221,980.04	 	 	 	1.0000	 	 	$	221,980.04	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183098	 	4/14/2008	 	USD	 	 	101829.00	 	 	 	1.0000	 	 	$	101,829.00	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183100	 	4/10/2008	 	USD	 	 	22,518.34	 	 	 	1.0000	 	 	$	22,518.34	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183101	 	4/14/2008	 	USD	 	 	95,721.36	 	 	 	1.0000	 	 	$	95,721.36	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183102	 	4/10/2008	 	USD	 	 	84000.00	 	 	 	1.0000	 	 	$	84,000.00	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183103	 	4/15/2008	 	USD	 	 	73,309.51	 	 	 	1.0000	 	 	$	73,309.51	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183110	 	4/16/2008	 	USD	 	 	115806.60	 	 	 	1.0000	 	 	$	115,806.60	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183113	 	4/15/2008	 	USD	 	 	110533.50	 	 	 	1.0000	 	 	$	110,533.50	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183118	 	4/10/2008	 	USD	 	 	113,667.54	 	 	 	1.0000	 	 	$	113,667.54	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183128	 	4/16/2008	 	USD	 	 	121,429.41	 	 	 	1.0000	 	 	$	121,429.41	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183133	 	4/15/2008	 	USD	 	 	171,766.09	 	 	 	1.0000	 	 	$	171,766.09	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183125	 	4/15/2008	 	USD	 	 	953095.50	 	 	 	1.0000	 	 	$	953,095.50	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183142	 	4/16/2008	 	USD	 	 	182,602.35	 	 	 	1.0000	 	 	$	182,602.35	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183108	 	4/16/2008	 	USD	 	 	95676.00	 	 	 	1.0000	 	 	$	95,676.00	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183109	 	4/16/2008	 	USD	 	 	71952.30	 	 	 	1.0000	 	 	$	71,952.30	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183111	 	4/16/2008	 	USD	 	 	82,088.94	 	 	 	1.0000	 	 	$	82,088.94	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183112	 	4/11/2008	 	USD	 	 	23,113.01	 	 	 	1.0000	 	 	$	23,113.01	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183120	 	4/15/2008	 	USD	 	 	52,728.45	 	 	 	1.0000	 	 	$	52,728.45	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183122	 	4/11/2008	 	USD	 	 	41265.00	 	 	 	1.0000	 	 	$	41,265.00	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183123	 	4/5/2008	 	USD	 	 	63865.40	 	 	 	1.0000	 	 	$	63,865.40	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183132	 	4/15/2008	 	USD	 	 	22,977.36	 	 	 	1.0000	 	 	$	22,977.36	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183134	 	4/11/2008	 	USD	 	 	47229.00	 	 	 	1.0000	 	 	$	47,229.00	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183135	 	4/11/2008	 	USD	 	 	76,868.44	 	 	 	1.0000	 	 	$	76,868.44	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183140	 	4/11/2008	 	USD	 	 	62,606.83	 	 	 	1.0000	 	 	$	62,606.83	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183141	 	4/16/2008	 	USD	 	 	43,767.49	 	 	 	1.0000	 	 	$	43,767.49	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183143	 	4/15/2008	 	USD	 	 	31,576.65	 	 	 	1.0000	 	 	$	31,576.65	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183163	 	4/21/2008	 	USD	 	 	50,884.48	 	 	 	1.0000	 	 	$	50,884.48	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183170	 	4/22/2008	 	USD	 	 	89,083.08	 	 	 	1.0000	 	 	$	89,083.08	 
	3/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183158	 	4/3/2008	 	USD	 	 	24,090.41	 	 	 	1.0000	 	 	$	24,090.41	 
	3/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183159	 	4/21/2008	 	USD	 	 	231,736.89	 	 	 	1.0000	 	 	$	231,736.89	 
	3/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183160	 	4/21/2008	 	USD	 	 	117390.00	 	 	 	1.0000	 	 	$	117,390.00	 
	3/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183162	 	4/19/2008	 	USD	 	 	285,557.16	 	 	 	1.0000	 	 	$	285,557.16	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183173	 	4/18/2008	 	USD	 	 	31,136.87	 	 	 	1.0000	 	 	$	31,136.87	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183174	 	4/22/2008	 	USD	 	 	49,823.22	 	 	 	1.0000	 	 	$	49,823.22	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183175	 	4/23/2008	 	USD	 	 	43659.00	 	 	 	1.0000	 	 	$	43,659.00	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183185	 	4/23/2008	 	USD	 	 	65091.60	 	 	 	1.0000	 	 	$	65,091.60	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183192	 	4/23/2008	 	USD	 	 	55566.00	 	 	 	1.0000	 	 	$	55,566.00	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183203	 	4/21/2008	 	USD	 	 	43,920.85	 	 	 	1.0000	 	 	$	43,920.85	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183206	 	4/23/2008	 	USD	 	 	35,453.25	 	 	 	1.0000	 	 	$	35,453.25	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183208	 	4/21/2008	 	USD	 	 	57477.00	 	 	 	1.0000	 	 	$	57,477.00	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183209	 	4/21/2008	 	USD	 	 	11403.00	 	 	 	1.0000	 	 	$	11,403.00	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183210	 	4/21/2008	 	USD	 	 	12,906.03	 	 	 	1.0000	 	 	$	12,906.03	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183211	 	4/23/2008	 	USD	 	 	14,560.88	 	 	 	1.0000	 	 	$	14,560.88	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183212	 	4/11/2008	 	USD	 	 	58212.00	 	 	 	1.0000	 	 	$	58,212.00	 






 












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183213	 	4/9/2008	 	USD	 	 	9172.80	 	 	 	1.0000	 	 	$	9,172.80	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183165	 	4/23/2008	 	USD	 	 	516,707.42	 	 	 	1.0000	 	 	$	516,707.42	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183200	 	4/22/2008	 	USD	 	 	243,486.77	 	 	 	1.0000	 	 	$	243,486.77	 
	3/28/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183352	 	5/4/2008	 	USD	 	 	22005.90	 	 	 	1.0000	 	 	$	22,005.90	 
	3/28/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183353	 	4/22/2008	 	USD	 	 	449,222.76	 	 	 	1.0000	 	 	$	449,222.76	 
	3/28/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183354	 	4/19/2008	 	USD	 	 	2,059.03	 	 	 	1.0000	 	 	$	2,059.03	 
	3/28/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183355	 	4/26/2008	 	USD	 	 	125685.00	 	 	 	1.0000	 	 	$	125,685.00	 
	3/31/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183357	 	5/9/2008	 	USD	 	 	53,304.47	 	 	 	1.0000	 	 	$	53,304.47	 
	2/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182935	 	4/5/2008	 	USD	 	 	178,786.78	 	 	 	1.0000	 	 	$	178,786.78	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183225	 	4/30/2008	 	USD	 	 	76,632.15	 	 	 	1.0000	 	 	$	76,632.15	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183226	 	4/26/2008	 	USD	 	 	468,556.22	 	 	 	1.0000	 	 	$	468,556.22	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183096	 	4/14/2008	 	USD	 	 	193,369.06	 	 	 	1.0000	 	 	$	193,369.06	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183126	 	4/12/2008	 	USD	 	 	89,356.11	 	 	 	1.0000	 	 	$	89,356.11	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183094	 	4/11/2008	 	USD	 	 	70,000.88	 	 	 	1.0000	 	 	$	70,000.88	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183106	 	4/15/2008	 	USD	 	 	213837.00	 	 	 	1.0000	 	 	$	213,837.00	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183137	 	4/10/2008	 	USD	 	 	199,444.86	 	 	 	1.0000	 	 	$	199,444.86	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183095	 	4/14/2008	 	USD	 	 	330554.20	 	 	 	1.0000	 	 	$	330,554.20	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183107	 	4/15/2008	 	USD	 	 	88,028.98	 	 	 	1.0000	 	 	$	88,028.98	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183114	 	4/7/2008	 	USD	 	 	14515.20	 	 	 	1.0000	 	 	$	14,515.20	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183115	 	4/15/2008	 	USD	 	 	37,471.77	 	 	 	1.0000	 	 	$	37,471.77	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183116	 	4/11/2008	 	USD	 	 	21802.20	 	 	 	1.0000	 	 	$	21,802.20	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183117	 	4/15/2008	 	USD	 	 	60377.90	 	 	 	1.0000	 	 	$	60,377.90	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183119	 	4/11/2008	 	USD	 	 	79913.40	 	 	 	1.0000	 	 	$	79,913.40	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183121	 	4/15/2008	 	USD	 	 	68,218.97	 	 	 	1.0000	 	 	$	68,218.97	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183130	 	4/13/2008	 	USD	 	 	13,751.01	 	 	 	1.0000	 	 	$	13,751.01	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183131	 	4/15/2008	 	USD	 	 	105,432.77	 	 	 	1.0000	 	 	$	105,432.77	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183136	 	4/15/2008	 	USD	 	 	86612.40	 	 	 	1.0000	 	 	$	86,612.40	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183138	 	4/11/2008	 	USD	 	 	27690.60	 	 	 	1.0000	 	 	$	27,690.60	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183139	 	4/15/2008	 	USD	 	 	40,707.98	 	 	 	1.0000	 	 	$	40,707.98	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183144	 	4/15/2008	 	USD	 	 	97,886.25	 	 	 	1.0000	 	 	$	97,886.25	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183145	 	4/15/2008	 	USD	 	 	80,607.91	 	 	 	1.0000	 	 	$	80,607.91	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183146	 	4/10/2008	 	USD	 	 	17,564.09	 	 	 	1.0000	 	 	$	17,564.09	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183147	 	4/10/2008	 	USD	 	 	40,210.85	 	 	 	1.0000	 	 	$	40,210.85	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183198	 	4/23/2008	 	USD	 	 	788,161.15	 	 	 	1.0000	 	 	$	788,161.15	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183166	 	4/23/2008	 	USD	 	 	18742.50	 	 	 	1.0000	 	 	$	18,742.50	 
	3/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183157	 	4/22/2008	 	USD	 	 	50,902.96	 	 	 	1.0000	 	 	$	50,902.96	 
	3/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183161	 	4/21/2008	 	USD	 	 	24,344.88	 	 	 	1.0000	 	 	$	24,344.88	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183171	 	4/21/2008	 	USD	 	 	72,151.97	 	 	 	1.0000	 	 	$	72,151.97	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183176	 	4/21/2008	 	USD	 	 	71,879.35	 	 	 	1.0000	 	 	$	71,879.35	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183179	 	4/21/2008	 	USD	 	 	97,260.03	 	 	 	1.0000	 	 	$	97,260.03	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183099	 	4/10/2008	 	USD	 	 	273,991.99	 	 	 	1.0000	 	 	$	273,991.99	 
	3/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183153	 	4/21/2008	 	USD	 	 	236,502.63	 	 	 	1.0000	 	 	$	236,502.63	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183093	 	4/14/2008	 	USD	 	 	307,059.61	 	 	 	1.0000	 	 	$	307,059.61	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183270	 	4/9/2008	 	USD	 	 	101,075.63	 	 	 	1.0000	 	 	$	101,075.63	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183275	 	4/18/2008	 	USD	 	 	76,587.65	 	 	 	1.0000	 	 	$	76,587.65	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183278	 	5/1/2008	 	USD	 	 	122035.20	 	 	 	1.0000	 	 	$	122,035.20	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183280	 	5/17/2008	 	USD	 	 	152456.00	 	 	 	1.0000	 	 	$	152,456.00	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183282	 	4/14/2008	 	USD	 	 	222,914.77	 	 	 	1.0000	 	 	$	222,914.77	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183304	 	5/7/2008	 	USD	 	 	693,918.19	 	 	 	1.0000	 	 	$	693,918.19	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183312	 	5/6/2008	 	USD	 	 	399,761.25	 	 	 	1.0000	 	 	$	399,761.25	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183315	 	5/6/2008	 	USD	 	 	591,705.66	 	 	 	1.0000	 	 	$	591,705.66	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183294	 	5/5/2008	 	USD	 	 	315,907.03	 	 	 	1.0000	 	 	$	315,907.03	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183314	 	5/6/2008	 	USD	 	 	274050.00	 	 	 	1.0000	 	 	$	274,050.00	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183334	 	5/6/2008	 	USD	 	 	145,276.95	 	 	 	1.0000	 	 	$	145,276.95	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182992	 	4/2/2008	 	USD	 	 	124856.50	 	 	 	1.0000	 	 	$	124,856.50	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182994	 	4/2/2008	 	USD	 	 	195453.50	 	 	 	1.0000	 	 	$	195,453.50	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183440	 	5/21/2008	 	USD	 	 	958,989.63	 	 	 	1.0000	 	 	$	958,989.63	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183464	 	5/21/2008	 	USD	 	 	834,224.32	 	 	 	1.0000	 	 	$	834,224.32	 






 












 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183443	 	5/21/2008	 	USD	 	 	137,779.28	 	 	 	1.0000	 	 	$	137,779.28	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183452	 	5/21/2008	 	USD	 	 	198,154.14	 	 	 	1.0000	 	 	$	198,154.14	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183462	 	5/21/2008	 	USD	 	 	319,749.72	 	 	 	1.0000	 	 	$	319,749.72	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183463	 	5/21/2008	 	USD	 	 	204,088.66	 	 	 	1.0000	 	 	$	204,088.66	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183465	 	5/16/2008	 	USD	 	 	217327.70	 	 	 	1.0000	 	 	$	217,327.70	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183474	 	5/20/2008	 	USD	 	 	123895.30	 	 	 	1.0000	 	 	$	123,895.30	 
	3/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183148	 	4/17/2008	 	USD	 	 	89775.00	 	 	 	1.0000	 	 	$	89,775.00	 
	3/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183149	 	4/21/2008	 	USD	 	 	343,348.11	 	 	 	1.0000	 	 	$	343,348.11	 
	3/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183150	 	4/7/2008	 	USD	 	 	23,155.02	 	 	 	1.0000	 	 	$	23,155.02	 
	3/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183151	 	4/20/2008	 	USD	 	 	122,349.68	 	 	 	1.0000	 	 	$	122,349.68	 
	3/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183152	 	4/18/2008	 	USD	 	 	34700.90	 	 	 	1.0000	 	 	$	34,700.90	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183168	 	4/23/2008	 	USD	 	 	109,713.74	 	 	 	1.0000	 	 	$	109,713.74	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183172	 	4/21/2008	 	USD	 	 	126,180.95	 	 	 	1.0000	 	 	$	126,180.95	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183195	 	4/22/2008	 	USD	 	 	116,491.73	 	 	 	1.0000	 	 	$	116,491.73	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183201	 	4/18/2008	 	USD	 	 	184,558.29	 	 	 	1.0000	 	 	$	184,558.29	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183194	 	4/21/2008	 	USD	 	 	208,163.97	 	 	 	1.0000	 	 	$	208,163.97	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183197	 	4/21/2008	 	USD	 	 	196875.00	 	 	 	1.0000	 	 	$	196,875.00	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183182	 	4/19/2008	 	USD	 	 	248,689.69	 	 	 	1.0000	 	 	$	248,689.69	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183183	 	4/23/2008	 	USD	 	 	261,896.25	 	 	 	1.0000	 	 	$	261,896.25	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183184	 	4/23/2008	 	USD	 	 	435369.90	 	 	 	1.0000	 	 	$	435,369.90	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183228	 	4/20/2008	 	USD	 	 	368658.30	 	 	 	1.0000	 	 	$	368,658.30	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183230	 	4/29/2008	 	USD	 	 	387,142.84	 	 	 	1.0000	 	 	$	387,142.84	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183232	 	4/26/2008	 	USD	 	 	27,551.11	 	 	 	1.0000	 	 	$	27,551.11	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183233	 	4/26/2008	 	USD	 	 	157707.50	 	 	 	1.0000	 	 	$	157,707.50	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183235	 	4/21/2008	 	USD	 	 	14351.40	 	 	 	1.0000	 	 	$	14,351.40	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183238	 	4/29/2008	 	USD	 	 	254326.60	 	 	 	1.0000	 	 	$	254,326.60	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183241	 	4/30/2008	 	USD	 	 	167,429.39	 	 	 	1.0000	 	 	$	167,429.39	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183243	 	4/26/2008	 	USD	 	 	297675.00	 	 	 	1.0000	 	 	$	297,675.00	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183246	 	4/26/2008	 	USD	 	 	151,908.75	 	 	 	1.0000	 	 	$	151,908.75	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183248	 	4/23/2008	 	USD	 	 	103,276.27	 	 	 	1.0000	 	 	$	103,276.27	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183249	 	4/25/2008	 	USD	 	 	54343.80	 	 	 	1.0000	 	 	$	54,343.80	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183250	 	4/24/2008	 	USD	 	 	130,467.65	 	 	 	1.0000	 	 	$	130,467.65	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183251	 	4/28/2008	 	USD	 	 	362,741.71	 	 	 	1.0000	 	 	$	362,741.71	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183253	 	4/29/2008	 	USD	 	 	139,913.17	 	 	 	1.0000	 	 	$	139,913.17	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183258	 	4/30/2008	 	USD	 	 	47,224.55	 	 	 	1.0000	 	 	$	47,224.55	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183259	 	4/21/2008	 	USD	 	 	39,446.19	 	 	 	1.0000	 	 	$	39,446.19	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183260	 	4/30/2008	 	USD	 	 	51,669.45	 	 	 	1.0000	 	 	$	51,669.45	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183261	 	4/27/2008	 	USD	 	 	267890.70	 	 	 	1.0000	 	 	$	267,890.70	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183262	 	4/26/2008	 	USD	 	 	49,138.69	 	 	 	1.0000	 	 	$	49,138.69	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183263	 	4/29/2008	 	USD	 	 	110,814.56	 	 	 	1.0000	 	 	$	110,814.56	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183268	 	4/26/2008	 	USD	 	 	14910.80	 	 	 	1.0000	 	 	$	14,910.80	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183269	 	4/11/2008	 	USD	 	 	66024.00	 	 	 	1.0000	 	 	$	66,024.00	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183317	 	5/6/2008	 	USD	 	 	109,277.39	 	 	 	1.0000	 	 	$	109,277.39	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183422	 	5/18/2008	 	USD	 	 	36,560.79	 	 	 	1.0000	 	 	$	36,560.79	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183423	 	5/17/2008	 	USD	 	 	98,823.31	 	 	 	1.0000	 	 	$	98,823.31	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183424	 	5/15/2008	 	USD	 	 	39,847.08	 	 	 	1.0000	 	 	$	39,847.08	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183425	 	5/19/2008	 	USD	 	 	81,033.75	 	 	 	1.0000	 	 	$	81,033.75	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183427	 	5/19/2008	 	USD	 	 	75,142.87	 	 	 	1.0000	 	 	$	75,142.87	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183432	 	5/21/2008	 	USD	 	 	19,295.64	 	 	 	1.0000	 	 	$	19,295.64	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183434	 	5/21/2008	 	USD	 	 	56,842.73	 	 	 	1.0000	 	 	$	56,842.73	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183445	 	5/16/2008	 	USD	 	 	51807.00	 	 	 	1.0000	 	 	$	51,807.00	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183448	 	5/21/2008	 	USD	 	 	44,131.92	 	 	 	1.0000	 	 	$	44,131.92	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183453	 	5/17/2008	 	USD	 	 	531,213.17	 	 	 	1.0000	 	 	$	531,213.17	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183454	 	5/20/2008	 	USD	 	 	46,764.14	 	 	 	1.0000	 	 	$	46,764.14	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183455	 	5/17/2008	 	USD	 	 	464,029.74	 	 	 	1.0000	 	 	$	464,029.74	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183472	 	5/16/2008	 	USD	 	 	8,432.42	 	 	 	1.0000	 	 	$	8,432.42	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183475	 	5/21/2008	 	USD	 	 	59,850.84	 	 	 	1.0000	 	 	$	59,850.84	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183477	 	5/21/2008	 	USD	 	 	79,390.36	 	 	 	1.0000	 	 	$	79,390.36	 






 












 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183484	 	5/2/2008	 	USD	 	 	65,662.07	 	 	 	1.0000	 	 	$	65,662.07	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183435	 	5/21/2008	 	USD	 	 	191,342.18	 	 	 	1.0000	 	 	$	191,342.18	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183437	 	5/21/2008	 	USD	 	 	179,980.46	 	 	 	1.0000	 	 	$	179,980.46	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183442	 	5/21/2008	 	USD	 	 	453,960.41	 	 	 	1.0000	 	 	$	453,960.41	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183415	 	5/17/2008	 	USD	 	 	135006.20	 	 	 	1.0000	 	 	$	135,006.20	 
	4/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183485	 	5/23/2008	 	USD	 	 	218,877.12	 	 	 	1.0000	 	 	$	218,877.12	 
	4/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183486	 	5/22/2008	 	USD	 	 	261,185.93	 	 	 	1.0000	 	 	$	261,185.93	 
	4/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183487	 	5/23/2008	 	USD	 	 	104,887.51	 	 	 	1.0000	 	 	$	104,887.51	 
	2/29/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183091	 	4/10/2008	 	USD	 	 	368,528.93	 	 	 	1.0000	 	 	$	368,528.93	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182980	 	4/1/2008	 	USD	 	 	336,415.28	 	 	 	1.0000	 	 	$	336,415.28	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182993	 	4/2/2008	 	USD	 	 	238,277.81	 	 	 	1.0000	 	 	$	238,277.81	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183019	 	3/31/2008	 	USD	 	 	389,958.66	 	 	 	1.0000	 	 	$	389,958.66	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182982	 	4/1/2008	 	USD	 	 	113,940.12	 	 	 	1.0000	 	 	$	113,940.12	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182984	 	3/29/2008	 	USD	 	 	230,452.43	 	 	 	1.0000	 	 	$	230,452.43	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182985	 	3/29/2008	 	USD	 	 	34,234.96	 	 	 	1.0000	 	 	$	34,234.96	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183011	 	3/31/2008	 	USD	 	 	109987.50	 	 	 	1.0000	 	 	$	109,987.50	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182983	 	4/1/2008	 	USD	 	 	45202.50	 	 	 	1.0000	 	 	$	45,202.50	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182995	 	4/15/2008	 	USD	 	 	170,380.66	 	 	 	1.0000	 	 	$	170,380.66	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183006	 	4/2/2008	 	USD	 	 	17,441.76	 	 	 	1.0000	 	 	$	17,441.76	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183009	 	3/29/2008	 	USD	 	 	18,137.26	 	 	 	1.0000	 	 	$	18,137.26	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183018	 	4/2/2008	 	USD	 	 	51494.10	 	 	 	1.0000	 	 	$	51,494.10	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183021	 	4/2/2008	 	USD	 	 	46116.00	 	 	 	1.0000	 	 	$	46,116.00	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183026	 	3/30/2008	 	USD	 	 	51,806.54	 	 	 	1.0000	 	 	$	51,806.54	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183027	 	4/2/2008	 	USD	 	 	34,464.62	 	 	 	1.0000	 	 	$	34,464.62	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183030	 	4/1/2008	 	USD	 	 	2,606.48	 	 	 	1.0000	 	 	$	2,606.48	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183031	 	4/1/2008	 	USD	 	 	70813.20	 	 	 	1.0000	 	 	$	70,813.20	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183033	 	3/31/2008	 	USD	 	 	13,805.53	 	 	 	1.0000	 	 	$	13,805.53	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183240	 	4/30/2008	 	USD	 	 	830054.20	 	 	 	1.0000	 	 	$	830,054.20	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183272	 	4/15/2008	 	USD	 	 	79,184.95	 	 	 	1.0000	 	 	$	79,184.95	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183385	 	5/14/2008	 	USD	 	 	257,378.21	 	 	 	1.0000	 	 	$	257,378.21	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183391	 	5/13/2008	 	USD	 	 	438,448.03	 	 	 	1.0000	 	 	$	438,448.03	 
	4/1/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183362	 	5/11/2008	 	USD	 	 	98,758.14	 	 	 	1.0000	 	 	$	98,758.14	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183365	 	5/12/2008	 	USD	 	 	158,656.68	 	 	 	1.0000	 	 	$	158,656.68	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183389	 	5/13/2008	 	USD	 	 	121,681.71	 	 	 	1.0000	 	 	$	121,681.71	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183396	 	5/12/2008	 	USD	 	 	105,478.92	 	 	 	1.0000	 	 	$	105,478.92	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183400	 	5/11/2008	 	USD	 	 	143,962.22	 	 	 	1.0000	 	 	$	143,962.22	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183408	 	5/14/2008	 	USD	 	 	123124.80	 	 	 	1.0000	 	 	$	123,124.80	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183364	 	5/11/2008	 	USD	 	 	15,356.25	 	 	 	1.0000	 	 	$	15,356.25	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183367	 	5/14/2008	 	USD	 	 	68485.10	 	 	 	1.0000	 	 	$	68,485.10	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183374	 	5/9/2008	 	USD	 	 	59,565.49	 	 	 	1.0000	 	 	$	59,565.49	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183375	 	5/13/2008	 	USD	 	 	73,681.69	 	 	 	1.0000	 	 	$	73,681.69	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183376	 	5/14/2008	 	USD	 	 	203,662.37	 	 	 	1.0000	 	 	$	203,662.37	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183377	 	5/14/2008	 	USD	 	 	191,655.66	 	 	 	1.0000	 	 	$	191,655.66	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183384	 	5/10/2008	 	USD	 	 	93,950.51	 	 	 	1.0000	 	 	$	93,950.51	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183387	 	5/9/2008	 	USD	 	 	78821.40	 	 	 	1.0000	 	 	$	78,821.40	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183394	 	5/9/2008	 	USD	 	 	70,158.75	 	 	 	1.0000	 	 	$	70,158.75	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183397	 	5/14/2008	 	USD	 	 	45,599.05	 	 	 	1.0000	 	 	$	45,599.05	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183399	 	5/12/2008	 	USD	 	 	83,580.02	 	 	 	1.0000	 	 	$	83,580.02	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183402	 	5/9/2008	 	USD	 	 	104,620.41	 	 	 	1.0000	 	 	$	104,620.41	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183405	 	5/14/2008	 	USD	 	 	34792.80	 	 	 	1.0000	 	 	$	34,792.80	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183412	 	5/10/2008	 	USD	 	 	69,510.89	 	 	 	1.0000	 	 	$	69,510.89	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183413	 	5/14/2008	 	USD	 	 	51,448.43	 	 	 	1.0000	 	 	$	51,448.43	 
	4/3/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183403	 	5/13/2008	 	USD	 	 	106,827.17	 	 	 	1.0000	 	 	$	106,827.17	 
	4/3/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183414	 	5/1/2008	 	USD	 	 	210,579.18	 	 	 	1.0000	 	 	$	210,579.18	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183284	 	4/18/2008	 	USD	 	 	44,946.72	 	 	 	1.0000	 	 	$	44,946.72	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183285	 	5/2/2008	 	USD	 	 	392,159.36	 	 	 	1.0000	 	 	$	392,159.36	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183292	 	5/2/2008	 	USD	 	 	264,605.25	 	 	 	1.0000	 	 	$	264,605.25	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183293	 	5/3/2008	 	USD	 	 	56,052.61	 	 	 	1.0000	 	 	$	56,052.61	 






 












 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183283	 	5/2/2008	 	USD	 	 	198,990.79	 	 	 	1.0000	 	 	$	198,990.79	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183295	 	5/7/2008	 	USD	 	 	80,689.77	 	 	 	1.0000	 	 	$	80,689.77	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183302	 	5/7/2008	 	USD	 	 	54,485.89	 	 	 	1.0000	 	 	$	54,485.89	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183303	 	5/1/2008	 	USD	 	 	96,555.57	 	 	 	1.0000	 	 	$	96,555.57	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183305	 	5/7/2008	 	USD	 	 	202,245.18	 	 	 	1.0000	 	 	$	202,245.18	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183322	 	5/2/2008	 	USD	 	 	45,102.75	 	 	 	1.0000	 	 	$	45,102.75	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183324	 	5/7/2008	 	USD	 	 	19089.00	 	 	 	1.0000	 	 	$	19,089.00	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183325	 	5/5/2008	 	USD	 	 	45832.50	 	 	 	1.0000	 	 	$	45,832.50	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183327	 	5/6/2008	 	USD	 	 	53,261.96	 	 	 	1.0000	 	 	$	53,261.96	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183335	 	5/6/2008	 	USD	 	 	18,404.82	 	 	 	1.0000	 	 	$	18,404.82	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183336	 	5/6/2008	 	USD	 	 	35910.00	 	 	 	1.0000	 	 	$	35,910.00	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183337	 	5/1/2008	 	USD	 	 	26943.50	 	 	 	1.0000	 	 	$	26,943.50	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183342	 	5/7/2008	 	USD	 	 	42,972.99	 	 	 	1.0000	 	 	$	42,972.99	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183343	 	4/27/2008	 	USD	 	 	18312.00	 	 	 	1.0000	 	 	$	18,312.00	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183344	 	5/2/2008	 	USD	 	 	59,884.09	 	 	 	1.0000	 	 	$	59,884.09	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183345	 	5/6/2008	 	USD	 	 	25987.50	 	 	 	1.0000	 	 	$	25,987.50	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183187	 	4/18/2008	 	USD	 	 	47042.10	 	 	 	1.0000	 	 	$	47,042.10	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183188	 	4/22/2008	 	USD	 	 	94,934.18	 	 	 	1.0000	 	 	$	94,934.18	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183193	 	4/22/2008	 	USD	 	 	95,366.85	 	 	 	1.0000	 	 	$	95,366.85	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183199	 	4/23/2008	 	USD	 	 	39942.00	 	 	 	1.0000	 	 	$	39,942.00	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183204	 	4/17/2008	 	USD	 	 	23,598.75	 	 	 	1.0000	 	 	$	23,598.75	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183205	 	4/23/2008	 	USD	 	 	32,521.65	 	 	 	1.0000	 	 	$	32,521.65	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183207	 	4/21/2008	 	USD	 	 	24,515.93	 	 	 	1.0000	 	 	$	24,515.93	 
	3/13/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183180	 	4/21/2008	 	USD	 	 	173,780.25	 	 	 	1.0000	 	 	$	173,780.25	 
	3/31/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183356	 	5/9/2008	 	USD	 	 	153,277.49	 	 	 	1.0000	 	 	$	153,277.49	 
	3/31/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183358	 	5/8/2008	 	USD	 	 	81,033.75	 	 	 	1.0000	 	 	$	81,033.75	 
	3/31/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183359	 	5/9/2008	 	USD	 	 	81,033.75	 	 	 	1.0000	 	 	$	81,033.75	 
	3/31/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183360	 	4/21/2008	 	USD	 	 	117,994.97	 	 	 	1.0000	 	 	$	117,994.97	 
	4/1/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183363	 	4/23/2008	 	USD	 	 	89,859.41	 	 	 	1.0000	 	 	$	89,859.41	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183124	 	4/15/2008	 	USD	 	 	160125.00	 	 	 	1.0000	 	 	$	160,125.00	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183127	 	4/16/2008	 	USD	 	 	139,764.49	 	 	 	1.0000	 	 	$	139,764.49	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183129	 	4/11/2008	 	USD	 	 	122,160.84	 	 	 	1.0000	 	 	$	122,160.84	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183104	 	4/15/2008	 	USD	 	 	31,331.48	 	 	 	1.0000	 	 	$	31,331.48	 
	3/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183154	 	4/21/2008	 	USD	 	 	249,154.64	 	 	 	1.0000	 	 	$	249,154.64	 
	3/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183155	 	4/19/2008	 	USD	 	 	105,109.78	 	 	 	1.0000	 	 	$	105,109.78	 
	3/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183156	 	4/17/2008	 	USD	 	 	65,893.72	 	 	 	1.0000	 	 	$	65,893.72	 
	3/6/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183097	 	4/11/2008	 	USD	 	 	201,001.42	 	 	 	1.0000	 	 	$	201,001.42	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183288	 	5/6/2008	 	USD	 	 	464,373.42	 	 	 	1.0000	 	 	$	464,373.42	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183276	 	5/1/2008	 	USD	 	 	7,284.69	 	 	 	1.0000	 	 	$	7,284.69	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183277	 	5/1/2008	 	USD	 	 	82488.00	 	 	 	1.0000	 	 	$	82,488.00	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183279	 	4/22/2008	 	USD	 	 	520,335.82	 	 	 	1.0000	 	 	$	520,335.82	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183281	 	5/8/2008	 	USD	 	 	191,061.18	 	 	 	1.0000	 	 	$	191,061.18	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183320	 	5/7/2008	 	USD	 	 	415164.30	 	 	 	1.0000	 	 	$	415,164.30	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183333	 	5/7/2008	 	USD	 	 	461,204.39	 	 	 	1.0000	 	 	$	461,204.39	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183300	 	5/7/2008	 	USD	 	 	291,958.31	 	 	 	1.0000	 	 	$	291,958.31	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183310	 	5/6/2008	 	USD	 	 	331010.40	 	 	 	1.0000	 	 	$	331,010.40	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183323	 	5/5/2008	 	USD	 	 	398,910.86	 	 	 	1.0000	 	 	$	398,910.86	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183330	 	5/5/2008	 	USD	 	 	385875.00	 	 	 	1.0000	 	 	$	385,875.00	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182991	 	4/2/2008	 	USD	 	 	141964.20	 	 	 	1.0000	 	 	$	141,964.20	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183022	 	4/1/2008	 	USD	 	 	153,007.06	 	 	 	1.0000	 	 	$	153,007.06	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183429	 	5/21/2008	 	USD	 	 	234,406.52	 	 	 	1.0000	 	 	$	234,406.52	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183447	 	5/16/2008	 	USD	 	 	15,668.63	 	 	 	1.0000	 	 	$	15,668.63	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183457	 	5/20/2008	 	USD	 	 	227,728.58	 	 	 	1.0000	 	 	$	227,728.58	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183459	 	5/21/2008	 	USD	 	 	718,464.79	 	 	 	1.0000	 	 	$	718,464.79	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183461	 	5/21/2008	 	USD	 	 	732,574.48	 	 	 	1.0000	 	 	$	732,574.48	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183431	 	5/20/2008	 	USD	 	 	166,474.35	 	 	 	1.0000	 	 	$	166,474.35	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183456	 	5/21/2008	 	USD	 	 	153602.00	 	 	 	1.0000	 	 	$	153,602.00	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183458	 	5/19/2008	 	USD	 	 	126852.60	 	 	 	1.0000	 	 	$	126,852.60	 






 












 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183460	 	5/16/2008	 	USD	 	 	135,713.82	 	 	 	1.0000	 	 	$	135,713.82	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183469	 	5/20/2008	 	USD	 	 	222440.40	 	 	 	1.0000	 	 	$	222,440.40	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183471	 	5/19/2008	 	USD	 	 	189,234.36	 	 	 	1.0000	 	 	$	189,234.36	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183191	 	4/21/2008	 	USD	 	 	137834.00	 	 	 	1.0000	 	 	$	137,834.00	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183169	 	4/22/2008	 	USD	 	 	141,016.58	 	 	 	1.0000	 	 	$	141,016.58	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183186	 	4/21/2008	 	USD	 	 	142,120.17	 	 	 	1.0000	 	 	$	142,120.17	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183190	 	4/17/2008	 	USD	 	 	185,712.19	 	 	 	1.0000	 	 	$	185,712.19	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183202	 	4/19/2008	 	USD	 	 	143,249.59	 	 	 	1.0000	 	 	$	143,249.59	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183164	 	4/22/2008	 	USD	 	 	206,525.59	 	 	 	1.0000	 	 	$	206,525.59	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183167	 	4/23/2008	 	USD	 	 	192,382.05	 	 	 	1.0000	 	 	$	192,382.05	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183178	 	4/22/2008	 	USD	 	 	199,722.26	 	 	 	1.0000	 	 	$	199,722.26	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.18318I	 	4/22/2008	 	USD	 	 	670,357.63	 	 	 	1.0000	 	 	$	670,357.63	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183189	 	4/17/2008	 	USD	 	 	231,952.56	 	 	 	1.0000	 	 	$	231,952.56	 
	3/12/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183196	 	4/23/2008	 	USD	 	 	250687.50	 	 	 	1.0000	 	 	$	250,687.50	 
	3/14/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183214	 	4/6/2008	 	USD	 	 	31,733.04	 	 	 	1.0000	 	 	$	31,733.04	 
	3/14/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183215	 	4/14/2008	 	USD	 	 	18621.70	 	 	 	1.0000	 	 	$	18,621.70	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183227	 	4/30/2008	 	USD	 	 	81,200.64	 	 	 	1.0000	 	 	$	81,200.64	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183229	 	4/28/2008	 	USD	 	 	19,560.58	 	 	 	1.0000	 	 	$	19,560.58	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183231	 	4/24/2008	 	USD	 	 	112,041.19	 	 	 	1.0000	 	 	$	112,041.19	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183234	 	4/26/2008	 	USD	 	 	57,776.25	 	 	 	1.0000	 	 	$	57,776.25	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183236	 	4/24/2008	 	USD	 	 	17,637.51	 	 	 	1.0000	 	 	$	17,637.51	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183237	 	4/16/2008	 	USD	 	 	74550.00	 	 	 	1.0000	 	 	$	74,550.00	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183239	 	4/26/2008	 	USD	 	 	119,694.33	 	 	 	1.0000	 	 	$	119,694.33	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183242	 	4/25/2008	 	USD	 	 	112255.50	 	 	 	1.0000	 	 	$	112,255.50	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183244	 	4/26/2008	 	USD	 	 	149,716.56	 	 	 	1.0000	 	 	$	149,716.56	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183245	 	4/29/2008	 	USD	 	 	120,616.21	 	 	 	1.0000	 	 	$	120,616.21	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183247	 	4/25/2008	 	USD	 	 	16380.00	 	 	 	1.0000	 	 	$	16,380.00	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183252	 	4/30/2008	 	USD	 	 	250687.50	 	 	 	1.0000	 	 	$	250,687.50	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183254	 	4/28/2008	 	USD	 	 	385875.00	 	 	 	1.0000	 	 	$	385,875.00	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183256	 	4/29/2008	 	USD	 	 	73,104.15	 	 	 	1.0000	 	 	$	73,104.15	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183257	 	4/24/2008	 	USD	 	 	58,979.94	 	 	 	1.0000	 	 	$	58,979.94	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183264	 	4/29/2008	 	USD	 	 	110,281.94	 	 	 	1.0000	 	 	$	110,281.94	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183265	 	4/28/2008	 	USD	 	 	53,869.73	 	 	 	1.0000	 	 	$	53,869.73	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183266	 	4/22/2008	 	USD	 	 	56,076.22	 	 	 	1.0000	 	 	$	56,076.22	 
	3/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183267	 	4/25/2008	 	USD	 	 	12,575.85	 	 	 	1.0000	 	 	$	12,575.85	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183341	 	5/6/2008	 	USD	 	 	105,048.75	 	 	 	1.0000	 	 	$	105,048.75	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183297	 	5/7/2008	 	USD	 	 	141,590.72	 	 	 	1.0000	 	 	$	141,590.72	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183301	 	5/7/2008	 	USD	 	 	134,938.82	 	 	 	1.0000	 	 	$	134,938.82	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183321	 	5/6/2008	 	USD	 	 	140,510.92	 	 	 	1.0000	 	 	$	140,510.92	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183339	 	5/1/2008	 	USD	 	 	121,542.97	 	 	 	1.0000	 	 	$	121,542.97	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183416	 	5/16/2008	 	USD	 	 	33,674.76	 	 	 	1.0000	 	 	$	33,674.76	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183418	 	5/16/2008	 	USD	 	 	18,876.06	 	 	 	1.0000	 	 	$	18,876.06	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183419	 	5/16/2008	 	USD	 	 	98,266.25	 	 	 	1.0000	 	 	$	98,266.25	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183420	 	5/15/2008	 	USD	 	 	89705.70	 	 	 	1.0000	 	 	$	89,705.70	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183421	 	5/19/2008	 	USD	 	 	81,033.75	 	 	 	1.0000	 	 	$	81,033.75	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183426	 	5/15/2008	 	USD	 	 	34,090.63	 	 	 	1.0000	 	 	$	34,090.63	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183428	 	5/20/2008	 	USD	 	 	43,516.57	 	 	 	1.0000	 	 	$	43,516.57	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183433	 	5/21/2008	 	USD	 	 	91343.60	 	 	 	1.0000	 	 	$	91,343.60	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183444	 	5/17/2008	 	USD	 	 	89,847.29	 	 	 	1.0000	 	 	$	89,847.29	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183446	 	5/21/2008	 	USD	 	 	16,825.01	 	 	 	1.0000	 	 	$	16,825.01	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183449	 	5/20/2008	 	USD	 	 	60,586.18	 	 	 	1.0000	 	 	$	60,586.18	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183450	 	5/16/2008	 	USD	 	 	10915.80	 	 	 	1.0000	 	 	$	10,915.80	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183451	 	5/20/2008	 	USD	 	 	33,027.75	 	 	 	1.0000	 	 	$	33,027.75	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183466	 	5/17/2008	 	USD	 	 	99,873.27	 	 	 	1.0000	 	 	$	99,873.27	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183467	 	5/19/2008	 	USD	 	 	532,074.07	 	 	 	1.0000	 	 	$	532,074.07	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183468	 	5/19/2008	 	USD	 	 	76,821.91	 	 	 	1.0000	 	 	$	76,821.91	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183476	 	5/21/2008	 	USD	 	 	79926.00	 	 	 	1.0000	 	 	$	79,926.00	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183478	 	5/19/2008	 	USD	 	 	58,201.42	 	 	 	1.0000	 	 	$	58,201.42	 






 












 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183479	 	5/21/2008	 	USD	 	 	16243.50	 	 	 	1.0000	 	 	$	16,243.50	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183480	 	5/19/2008	 	USD	 	 	43,456.53	 	 	 	1.0000	 	 	$	43,456.53	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183481	 	5/21/2008	 	USD	 	 	15847.00	 	 	 	1.0000	 	 	$	15,847.00	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183482	 	5/21/2008	 	USD	 	 	35,429.94	 	 	 	1.0000	 	 	$	35,429.94	 
	4/9/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183483	 	5/9/2008	 	USD	 	 	96,635.45	 	 	 	1.0000	 	 	$	96,635.45	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183417	 	5/15/2008	 	USD	 	 	251201.70	 	 	 	1.0000	 	 	$	251,201.70	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183430	 	5/21/2008	 	USD	 	 	204,336.05	 	 	 	1.0000	 	 	$	204,336.05	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183436	 	5/21/2008	 	USD	 	 	159,944.09	 	 	 	1.0000	 	 	$	159,944.09	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183438	 	5/21/2008	 	USD	 	 	189996.20	 	 	 	1.0000	 	 	$	189,996.20	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183439	 	5/21/2008	 	USD	 	 	123,582.11	 	 	 	1.0000	 	 	$	123,582.11	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183441	 	5/21/2008	 	USD	 	 	156,959.99	 	 	 	1.0000	 	 	$	156,959.99	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183470	 	5/15/2008	 	USD	 	 	133,838.25	 	 	 	1.0000	 	 	$	133,838.25	 
	4/10/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183473	 	5/15/2008	 	USD	 	 	212205.00	 	 	 	1.0000	 	 	$	212,205.00	 
	4/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183488	 	5/22/2008	 	USD	 	 	75757.50	 	 	 	1.0000	 	 	$	75,757.50	 
	4/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183489	 	5/22/2008	 	USD	 	 	165312.00	 	 	 	1.0000	 	 	$	165,312.00	 
	4/11/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183490	 	5/23/2008	 	USD	 	 	16291.80	 	 	 	1.0000	 	 	$	16,291.80	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182996	 	3/31/2008	 	USD	 	 	308,198.08	 	 	 	1.0000	 	 	$	308,198.08	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182998	 	3/31/2008	 	USD	 	 	275,213.65	 	 	 	1.0000	 	 	$	275,213.65	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182990	 	3/31/2008	 	USD	 	 	106,712.24	 	 	 	1.0000	 	 	$	106,712.24	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183012	 	3/29/2008	 	USD	 	 	27,511.86	 	 	 	1.0000	 	 	$	27,511.86	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183013	 	4/2/2008	 	USD	 	 	135,294.37	 	 	 	1.0000	 	 	$	135,294.37	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182981	 	4/1/2008	 	USD	 	 	35,516.25	 	 	 	1.0000	 	 	$	35,516.25	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182997	 	3/31/2008	 	USD	 	 	98,283.17	 	 	 	1.0000	 	 	$	98,283.17	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.182999	 	3/30/2008	 	USD	 	 	17,447.57	 	 	 	1.0000	 	 	$	17,447.57	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183003	 	4/2/2008	 	USD	 	 	41044.50	 	 	 	1.0000	 	 	$	41,044.50	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183005	 	4/1/2008	 	USD	 	 	75,438.45	 	 	 	1.0000	 	 	$	75,438.45	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183008	 	4/10/2008	 	USD	 	 	97192.20	 	 	 	1.0000	 	 	$	97,192.20	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183014	 	4/2/2008	 	USD	 	 	20657.90	 	 	 	1.0000	 	 	$	20,657.90	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183023	 	3/31/2008	 	USD	 	 	26,414.39	 	 	 	1.0000	 	 	$	26,414.39	 
	2/20/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183024	 	4/1/2008	 	USD	 	 	40513.20	 	 	 	1.0000	 	 	$	40,513.20	 
	2/22/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183035	 	4/3/2008	 	USD	 	 	104821.50	 	 	 	1.0000	 	 	$	104,821.50	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183255	 	4/29/2008	 	USD	 	 	205,044.37	 	 	 	1.0000	 	 	$	205,044.37	 
	3/21/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183271	 	5/1/2008	 	USD	 	 	285522.30	 	 	 	1.0000	 	 	$	285,522.30	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183366	 	5/5/2008	 	USD	 	 	129696.00	 	 	 	1.0000	 	 	$	129,696.00	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183381	 	5/6/2008	 	USD	 	 	189,366.27	 	 	 	1.0000	 	 	$	189,366.27	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183388	 	5/9/2008	 	USD	 	 	105,845.99	 	 	 	1.0000	 	 	$	105,845.99	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183398	 	5/13/2008	 	USD	 	 	378,000.95	 	 	 	1.0000	 	 	$	378,000.95	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183395	 	5/13/2008	 	USD	 	 	460528.90	 	 	 	1.0000	 	 	$	460,528.90	 
	4/1/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183361	 	5/7/2008	 	USD	 	 	167,758.64	 	 	 	1.0000	 	 	$	167,758.64	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183369	 	5/13/2008	 	USD	 	 	134095.50	 	 	 	1.0000	 	 	$	134,095.50	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183393	 	5/13/2008	 	USD	 	 	200,882.15	 	 	 	1.0000	 	 	$	200,882.15	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183411	 	5/13/2008	 	USD	 	 	128,753.63	 	 	 	1.0000	 	 	$	128,753.63	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183368	 	5/14/2008	 	USD	 	 	237,205.06	 	 	 	1.0000	 	 	$	237,205.06	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183370	 	5/8/2008	 	USD	 	 	22,224.64	 	 	 	1.0000	 	 	$	22,224.64	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183371	 	5/9/2008	 	USD	 	 	51138.40	 	 	 	1.0000	 	 	$	51,138.40	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183372	 	5/14/2008	 	USD	 	 	142,170.48	 	 	 	1.0000	 	 	$	142,170.48	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183373	 	5/12/2008	 	USD	 	 	35,502.96	 	 	 	1.0000	 	 	$	35,502.96	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183378	 	5/14/2008	 	USD	 	 	217,923.24	 	 	 	1.0000	 	 	$	217,923.24	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183379	 	5/14/2008	 	USD	 	 	189,181.76	 	 	 	1.0000	 	 	$	189,181.76	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183383	 	5/13/2008	 	USD	 	 	56,648.87	 	 	 	1.0000	 	 	$	56,648.87	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183392	 	5/14/2008	 	USD	 	 	93294.60	 	 	 	1.0000	 	 	$	93,294.60	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183401	 	5/9/2008	 	USD	 	 	31,086.14	 	 	 	1.0000	 	 	$	31,086.14	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183404	 	5/14/2008	 	USD	 	 	80,718.75	 	 	 	1.0000	 	 	$	80,718.75	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183406	 	5/10/2008	 	USD	 	 	82,139.27	 	 	 	1.0000	 	 	$	82,139.27	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183407	 	5/9/2008	 	USD	 	 	22,020.23	 	 	 	1.0000	 	 	$	22,020.23	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183409	 	5/12/2008	 	USD	 	 	93,709.48	 	 	 	1.0000	 	 	$	93,709.48	 
	4/2/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183410	 	5/10/2008	 	USD	 	 	52,676.32	 	 	 	1.0000	 	 	$	52,676.32	 
	4/3/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183380	 	5/14/2008	 	USD	 	 	148893.60	 	 	 	1.0000	 	 	$	148,893.60	 






 












 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	4/3/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183390	 	5/13/2008	 	USD	 	 	367032.70	 	 	 	1.0000	 	 	$	367,032.70	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183286	 	5/1/2008	 	USD	 	 	24,967.22	 	 	 	1.0000	 	 	$	24,967.22	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183287	 	5/1/2008	 	USD	 	 	24,246.77	 	 	 	1.0000	 	 	$	24,246.77	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183289	 	5/2/2008	 	USD	 	 	317,639.32	 	 	 	1.0000	 	 	$	317,639.32	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183290	 	5/6/2008	 	USD	 	 	443,584.26	 	 	 	1.0000	 	 	$	443,584.26	 
	3/25/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183291	 	5/3/2008	 	USD	 	 	240,031.62	 	 	 	1.0000	 	 	$	240,031.62	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183332	 	5/3/2008	 	USD	 	 	639,423.37	 	 	 	1.0000	 	 	$	639,423.37	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183296	 	4/27/2008	 	USD	 	 	22,163.18	 	 	 	1.0000	 	 	$	22,163.18	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183298	 	5/7/2008	 	USD	 	 	50,238.72	 	 	 	1.0000	 	 	$	50,238.72	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183299	 	5/4/2008	 	USD	 	 	59157.00	 	 	 	1.0000	 	 	$	59,157.00	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183306	 	5/7/2008	 	USD	 	 	149,231.44	 	 	 	1.0000	 	 	$	149,231.44	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183307	 	4/26/2008	 	USD	 	 	58,728.38	 	 	 	1.0000	 	 	$	58,728.38	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183308	 	5/1/2008	 	USD	 	 	39,211.57	 	 	 	1.0000	 	 	$	39,211.57	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183309	 	5/7/2008	 	USD	 	 	58684.50	 	 	 	1.0000	 	 	$	58,684.50	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183311	 	5/3/2008	 	USD	 	 	14,173.29	 	 	 	1.0000	 	 	$	14,173.29	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183313	 	5/2/2008	 	USD	 	 	240187.50	 	 	 	1.0000	 	 	$	240,187.50	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183316	 	5/3/2008	 	USD	 	 	89,936.87	 	 	 	1.0000	 	 	$	89,936.87	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183318	 	5/2/2008	 	USD	 	 	224,369.31	 	 	 	1.0000	 	 	$	224,369.31	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183319	 	5/6/2008	 	USD	 	 	157,728.38	 	 	 	1.0000	 	 	$	157,728.38	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183326	 	5/5/2008	 	USD	 	 	229,036.92	 	 	 	1.0000	 	 	$	229,036.92	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183328	 	5/7/2008	 	USD	 	 	150412.50	 	 	 	1.0000	 	 	$	150,412.50	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183329	 	5/6/2008	 	USD	 	 	202,011.26	 	 	 	1.0000	 	 	$	202,011.26	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183331	 	5/5/2008	 	USD	 	 	192937.50	 	 	 	1.0000	 	 	$	192,937.50	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183338	 	5/6/2008	 	USD	 	 	240,269.61	 	 	 	1.0000	 	 	$	240,269.61	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183340	 	5/4/2008	 	USD	 	 	9,457.56	 	 	 	1.0000	 	 	$	9,457.56	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183346	 	5/2/2008	 	USD	 	 	53,706.87	 	 	 	1.0000	 	 	$	53,706.87	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183347	 	5/7/2008	 	USD	 	 	56,268.71	 	 	 	1.0000	 	 	$	56,268.71	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183348	 	5/6/2008	 	USD	 	 	43,112.85	 	 	 	1.0000	 	 	$	43,112.85	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183349	 	5/1/2008	 	USD	 	 	22680.00	 	 	 	1.0000	 	 	$	22,680.00	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183350	 	5/2/2008	 	USD	 	 	38,610.37	 	 	 	1.0000	 	 	$	38,610.37	 
	3/26/2008
	 	ABERCROMBIE AND FITCH TRADING CO.	 	IGT.183351	 	5/6/2008	 	USD	 	 	82,765.01	 	 	 	1.0000	 	 	$	82,765.01	 
	Total USD Liability By Customer:
	 	ABER	 	LCs:	 	481	 	USD	 	 	 	 	 	 	$	66,415,206.92	 







	 	 	 
	Standby Letters of Credit:
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current	 	 	 	Current	 	 	 	 	 	 	Current	 
	Issue Date	 	Customer Name	 	LC Number	 	Expiry	 	Curr	 	Liability	 	 	FX Rate	 	 	USD Liability	 
	11/8/2006
	 	A & F TRADEMARK, INC.	 	OSB.004213	 	7/30/2009	 	CNY	 	 	200,000.00	 	 	 	7.0060	 	 	$	28,546.96	 
	12/11/2007
	 	A & F TRADEMARK, INC.	 	OSB.005706	 	7/30/2009	 	CNY	 	 	200,000.00	 	 	 	7.0060	 	 	$	28,546.96	 
	1/10/2008
	 	ABERCROMBIE & FITCH (FRANCE) SAS	 	OSB.005797	 	1/31/2009	 	EUR	 	 	6,600,000.00	 	 	 	0.6312	 	 	$	10,457,040.00	 
	2/11/2004
	 	ABERCROMBIE & FITCH MANAGEMENT CO.	 	OSB.002670	 	2/22/2009	 	USD	 	 	37,516.00	 	 	 	1.0000	 	 	$	37,516.00	 
	9/24/2007
	 	ABERCROMBIE & FITCH TRADING CO.	 	OSB.002955	 	11/24/2008	 	USD	 	 	4,500,000.00	 	 	 	1.0000	 	 	$	4,500,000.00	 
	11/8/2006
	 	J.M.H. TRADEMARK, INC	 	OSB.004212	 	7/30/2009	 	CNY	 	 	200,000.00	 	 	 	7.0060	 	 	$	28,546.96	 
	12/11/2007
	 	J.M.H. TRADEMARK, INC	 	OSB.005705	 	7/30/2009	 	CNY	 	 	200,000.00	 	 	 	7.0060	 	 	$	28,546.96	 
	Total USD Liability By Customer:
	 	ABER	 	LCs:	 	7	 	USD	 	 	 	 	 	 	$	15,108,743.84	 







 














 




Schedule 4




Mandatory Costs





	1.	 	The “Mandatory Cost” is an addition to the interest rate to compensate Lenders for the cost
of compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.






	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the Global Agent
shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Global Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in
proportion to the percentage participation of each Lender in the relevant Loan) and will be
expressed as a percentage rate per annum.






	3.	 	The Additional Cost Rate for any Lender lending from a Foreign Lending Office in a
Participating Member State will be the percentage notified by that Lender to the Global Agent.
This percentage will be certified by that Lender in its notice to the Global Agent to be its
reasonable determination of the cost (expressed as a percentage of that Lender’s participation
in all Loans made from that Foreign Lending Office) of complying with the minimum reserve
requirements of the European Central Bank in respect of loans made from that Foreign Lending
Office.






	4.	 	The Additional Cost Rate for any Lender lending from a Foreign Lending Office in the United
Kingdom will be calculated by the Global Agent as follows:






	 	(a)	 	in relation to a Loan denominated in British Pounds:





	 	 	 
	AB + C(B – D) + E x 0.01

	 	percent per annum
	 

100 – (A + C)

	 







	 	(b)	 	in relation to a Loan denominated in any currency other than British pounds:





	 	 	 
	E x 0.01

	 	percent per annum.
	 

300

	 







Where:




	 	A	 	is the percentage of Eligible Liabilities (assuming these to be in excess of any
stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.
	 
	 	B	 	is the percentage rate of interest (excluding the Applicable Margin and the
Mandatory Cost and, if an Event of Default has occurred and is continuing, the Default
Rate).
	 
	 	C	 	is the percentage (if any) of Eligible Liabilities which that Lender is required
from time to time to maintain as interest bearing Special Deposits with the Bank of
England.
	 
	 	D	 	is the percentage rate per annum payable by the Bank of England to the Global
Agent on interest bearing Special Deposits.
	 
	 	E	 	is designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Global Agent as being the average of the most recent rates of
charge
supplied by the Reference Banks to the Global Agent pursuant to paragraph 7 below and
expressed in pounds per £1,000,000.




 


 









 











	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings
given to them from time to time under or pursuant to the Bank of England Act 1998 or
(as may be appropriate) by the Bank of England;
	 
	 	(b)	 	“Fees Rules” means the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;
	 
	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate);
	 
	 	(d)	 	“Participating Member State” means any member state of the European
Communities that adopts or has adopted the euro as its lawful currency in accordance
with legislation of the European Community relating to the Economic and Monetary Union;
and
	 
	 	(e)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.






	6.	 	In application of the above formula, A, B, C and D will be included in the formula as
percentages (i.e. 5 percent will be included in the formula as 5 and not as 0.05). A negative
result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be
rounded to four decimal places.






	7.	 	If requested by the Global Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Global Agent, the rate of
charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees
Rules in respect of the relevant financial year of the Financial Services Authority
(calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in pounds per
£1,000,000 of the Tariff Base of that Reference Bank.






	8.	 	Each Lender shall supply any information required by the Global Agent for the purpose of
calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall
supply the following information on or prior to the date on which it becomes a Lender:






	 	(a)	 	the jurisdiction of its Foreign Lending Office; and
	 
	 	(b)	 	any other information that the Global Agent may reasonably require for such purpose.






Each Lender shall promptly notify the Global Agent of any change to the information provided
by it pursuant to this paragraph.


 


 









 






	9.	 	The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Reference Bank for the purpose of E above shall be determined by the Global Agent based
upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption
that, unless a Lender notifies the Global Agent to the contrary, each Lender’s obligations in
relation to cash ratio
deposits and Special Deposits are the same as those of a typical bank from its jurisdiction
of incorporation with a Foreign Lending Office in the same jurisdiction as its Foreign
Lending Office.






	10.	 	The Global Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.






	11.	 	The Global Agent shall distribute the additional amounts received as a result of the
Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based
on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7
and 8 above.






	12.	 	Any determination by the Global Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.






	13.	 	The Global Agent may from time to time, after consultation with the Company and the Lenders,
determine and notify to all parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error be conclusive and binding
on all parties.








 


 









 







Schedule 4.06




Disclosed Matters





	•	 	On June 23, 2006, Lisa Hashimoto, et al. v. Abercrombie & Fitch Co. and Abercrombie & Fitch
Stores, Inc., was filed in the Superior Court of the State of California for the County of Los
Angeles. In that action, three plaintiffs allege, on behalf of a putative class of California
store managers employed in Hollister and Abercrombie stores, that they were entitled to
receive overtime pay as “non-exempt” employees under California wage and hour laws. The
complaint seeks injunctive relief, equitable relief, unpaid overtime compensation, unpaid
benefits, penalties, interest and attorneys’ fees and costs. The defendants filed an answer to
the complaint on August 21, 2006. The parties are engaging in discovery. On December 10, 2007,
the defendants reached an agreement in principle with plaintiffs’ counsel to settle certain
claims in the action. The agreement resulted in a written Stipulation and Settlement
Agreement, effective as of February 7, 2008, settling all claims of Hollister and Abercrombie
store managers who served in stores from June 23, 2002 to April 30, 2004. Neither the
agreement in principle nor the Stipulation affects claims which are alleged to have arisen in
the period commencing on April 30,
2004. On February 27, 2008, the Court entered an order noting its preliminary approval of the
Stipulation and Settlement Agreement and setting a noticed hearing for June 9, 2008, to determine
whether the proposed settlement should be finally approved. The cost of the settlement, if
approved, is not expected to be material.






	•	 	On September 2, 2005, a purported class action, styled Robert Ross v. Abercrombie & Fitch
Company, et al., was filed against A&F and certain of its officers in the United States
District Court for the Southern District of Ohio on behalf of a purported class of all persons
who purchased or acquired shares of A&F’s Common Stock between June 2, 2005 and August 16,
2005. In September and October of
2005, five other purported class actions were subsequently filed against A&F and other defendants
in the same Court. All six securities cases allege claims under the federal securities laws, and
seek unspecified monetary damages, as a result of a decline in the price of A&F’s Common Stock
during the summer of 2005. On November 1, 2005, a motion to consolidate all of these purported
class actions into the first-filed case was filed by some of the plaintiffs. A&F joined in that
motion. On March 22, 2006, the motions to consolidate were granted, and these actions (together
with the federal court derivative cases described in the following paragraph) were consolidated
for purposes of motion practice, discovery and pretrial proceedings. A consolidated amended
securities class action complaint (the “Complaint”) was filed on August 14, 2006. On October 13,
2006, all defendants moved to dismiss that Complaint. On August 9, 2007, the Court denied the
motions to dismiss. On September 14, 2007, defendants filed answers denying the material
allegations of the Complaint and asserting affirmative defenses. On October 26, 2007, plaintiffs
moved to certify their purported class. The motion has not been fully briefed or submitted.




 


 









 











	•	 	On September 16, 2005, a derivative action, styled The Booth Family Trust v. Michael S.
Jeffries, et al., was filed in the United States District Court for the Southern District of
Ohio, naming A&F as a nominal defendant and seeking to assert claims for unspecified damages
against nine of A&F’s present and former directors, alleging various breaches of the
directors’ fiduciary duty and seeking equitable and monetary relief. In the following three
months (October, November and December of 2005), four similar derivative actions were filed
(three in the United States District Court for the Southern District of Ohio and one in the
Court of Common Pleas for Franklin County, Ohio) against present and former directors of A&F
alleging various breaches of the directors’ fiduciary duty and seeking equitable and monetary
relief. A&F is also a nominal defendant in each of the four later derivative actions. On
November 4, 2005, a motion to consolidate all of the federal court derivative actions with the
purported securities law class actions described in the preceding paragraph was filed. On
March 22, 2006, the motion to consolidate was granted, and the federal court derivative
actions have been consolidated with the
aforesaid purported securities law class actions for purposes of motion practice, discovery and
pretrial proceedings. A consolidated amended derivative complaint was filed in the federal
proceeding on July 10, 2006. A&F filed a motion to stay the consolidated federal derivative case
and that motion was granted. The state court action was also stayed. On February 16, 2007, A&F
announced its Board of Directors received a report of the Special Litigation Committee established
by the Board to investigate and act with respect to claims asserted in certain previously
disclosed derivative lawsuits brought against current and former directors and management,
including Chairman and Chief Executive Officer Michael S. Jeffries. The Special Litigation
Committee has concluded that there is no evidence to support the asserted claims and directed the
Company to seek dismissal of the derivative actions. On September 10, 2007, the Company moved to
dismiss the federal derivative cases on the authority of the Special Litigation Committee report
and on October 18, 2007, the state court stayed further proceedings until resolution of the
consolidated federal derivative cases.






	•	 	In December 2005, the Company received a formal order of investigation from the SEC
concerning trading in shares of A&F’s Common Stock. The SEC has requested information from A&F
and certain of its current and former officers and directors. The Company and its personnel
have cooperated fully with the SEC.






 


 









 







Schedule 4.12




Ownership Interests *




	 	 	 
	Subsidiary	 	Shareholder(s)/Member(s)
	 
	 	 
	Abercrombie & Fitch Holding Corporation

	 	Abercrombie & Fitch Co.
	 
	 	 
	Abercrombie & Fitch Distribution Company

	 	Abercrombie & Fitch Holding Corporation
	 
	 	 
	Abercrombie & Fitch Fulfillment Company

	 	Abercrombie & Fitch Holding Corporation
	 
	 	 
	Abercrombie & Fitch Management Co.

	 	Abercrombie & Fitch Holding Corporation
	 
	 	 
	Canoe, LLC

	 	Abercrombie & Fitch Management Co.
	 
	 	 
	Crombie, LLC

	 	Abercrombie & Fitch Management Co.
	 
	 	 
	DFZ, LLC

	 	Abercrombie & Fitch Management Co.
	 
	 	 
	A&F Trademark, Inc.

	 	Abercrombie & Fitch Management Co.
	 
	 	 
	Abercrombie & Fitch Stores, Inc.

	 	Abercrombie & Fitch Management Co.
	 
	 	 
	Hollister Co.

	 	Abercrombie & Fitch Management Co.
	 
	 	 
	Abercrombie & Fitch International, Inc.

	 	Abercrombie & Fitch Management Co.
	 
	 	 
	FAN Company, LLC

	 	Abercrombie & Fitch Management Co.
	 
	 	 
	J.M.H. Trademark, Inc.

	 	A&F Trademark, Inc.
	 
	 	 
	Abercrombie & Fitch Trading Co.

	 	J.M.H. Trademark, Inc.
	 
	 	 
	Abercrombie & Fitch Procurement Services, LLC

	 	Abercrombie & Fitch Trading Co.
	 
	 	 
	Ruehl No. 925, LLC

	 	Abercrombie & Fitch Stores, Inc.
	 
	 	 
	J.M. Hollister, LLC

	 	Abercrombie & Fitch Stores, Inc.
	 
	 	 
	Gilly Hicks, LLC

	 	Abercrombie & Fitch Stores, Inc.
	 
	 	 
	Abercrombie & Fitch Design Limited

	 	Abercrombie & Fitch Trading Co.
	 
	 	 
	A&F Canada Holding Co.

	 	Abercrombie & Fitch International, Inc.
	 
	 	 
	Abercrombie & Fitch Europe SA

	 	Abercrombie & Fitch International, Inc.






 


 









 





	 	 	 
	Subsidiary	 	Shareholder(s)/Member(s)
	 
	 	 
	Abercrombie & Fitch Japan KK

	 	Abercrombie & Fitch International, Inc.
	 
	 	 
	Abercrombie & Fitch Hong Kong Limited

	 	Abercrombie & Fitch International, Inc.
	 
	 	 
	AFH Canada Stores Co.

	 	A&F Canada Holding Co.
	 
	 	 
	Abercrombie & Fitch Italia S.R.L.

	 	Abercrombie & Fitch Europe SA
	 
	 	 
	Abercrombie & Fitch (UK) Limited

	 	Abercrombie & Fitch Europe SA
	 
	 	 
	Hollister Co. (UK) Ltd.

	 	Abercrombie & Fitch Europe SA
	 
	 	 
	Abercrombie & Fitch (France) SAS

	 	Abercrombie & Fitch Europe SA
	 
	 	 
	Abercrombie & Fitch (Denmark) APS

	 	Abercrombie & Fitch Europe SA








	 	 	 
	*	 	Percentage of ownership is 100% for each subsidiary



 


 









 





Schedule 5




Schedule 5 Foreign Subsidiaries




Any Subsidiary organized under the laws of England & Wales, Canada (or any province thereof),
Switzerland, the Netherlands, Luxembourg or Japan, including, without limitation:



Abercrombie & Fitch Europe SA

Abercrombie & Fitch (UK) Limited

Hollister Co. (UK) Limited

Abercrombie & Fitch Japan KK

AFH Canada Stores Co.



 


 









 







Schedule 7.01




Parent/Company Indebtedness in excess of $1M




None



 


 









 





Schedule 7.02




Liens




None