Exhibit 4.12






Exhibit 4.12




AMENDMENT NO. 1 TO CREDIT AGREEMENT




          This Amendment No. 1 to Credit Agreement (this “Amendment”) is made as of December 29,
2008, by and among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the
“Company”), the Foreign Subsidiary Borrowers party hereto (together with the Company, each
a “Borrower” and collectively, the “Borrowers”), ABERCROMBIE & FITCH CO., a
Delaware corporation (the “Parent”), the lenders party hereto (each a “Lender” and
collectively, the “Lenders”), and NATIONAL CITY BANK, as the Swing Line Lender, an LC
Issuer and the global agent (the “Global Agent).




RECITALS:




          A. The Company, the Foreign Subsidiary Borrowers, the Global Agent and the Lenders are parties
to the Credit Agreement, dated as of April 15, 2008 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”).




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




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




AGREEMENT:




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




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




     “Consolidated Tangible Assets” means, at any time, the aggregate amount of
assets of the Parent and the Subsidiaries, minus all goodwill, trade names, trademarks,
patents and other intangible assets of the Parent and the Subsidiaries, all as set forth
in the consolidated balance sheet of the Parent and the Subsidiaries most recently
delivered by the Parent and the Company pursuant to Section 6.01, on such date of
determination, determined on a consolidated basis in accordance with GAAP.




     “First Amendment Effective Date” means December 29, 2008.




     “UBS Demand Line” means a non-committed demand line of credit, pursuant to
documentation in form and substance reasonably satisfactory to the Global Agent, provided
by UBS Bank USA (or an affiliate thereof) to the Company secured solely by the UBS
Collateral.




     “UBS Collateral” means the following property, wherever located and whether
owned now or acquired or arising in the future: (i) each UBS Collateral Account; (ii)
any and all money, credit balances, certificated and uncertificated securities, security
entitlements, commodity contracts, certificates of deposit, instruments, documents, partnership
interests, general intangibles, financial assets and other investment property now or in
the future



 









 






credited to or carried, held or maintained in any UBS Collateral Account;
(iii) any and all over-the-counter options, futures, foreign exchange, swap or similar
contracts between the Company and either UBS Financial Services Inc. or an Affiliate
thereof; (iv) any and all accounts of the Company at UBS Bank USA or any of its
Affiliates; (v) any and all supporting obligations and other rights ancillary or
attributable to, or arising in any way in connection with, any of the foregoing and any
other agreement entered into between UBS Bank USA and UBS Financial Services Inc., UBS-I
or any other securities intermediary maintaining a UBS Collateral Account with
entitlement orders and instructions from UBS Bank USA (or from any assignee or successor
of UBS Bank USA) regarding the UBS Collateral Account and any financial assets or other
property held therein without the further consent of UBS Bank USA or any other pledgor on
the UBS Collateral Account; and (vi) any and all interest, dividends, distributions and
other proceeds of any of the foregoing, including proceeds of proceeds.




     “UBS Collateral Account” means individually and collectively, each account
of the Company or other pledgor at UBS Financial Services Inc. or UBS International Inc.,
as applicable, that is either identified as a Collateral Account on the application to
which the UBS Demand Line is attached or subsequently identified as a Collateral Account
by the Company (either directly or indirectly through the Company’s UBS Financial
Services Inc., financial advisor) or other pledgor together with all successors to those
identified accounts, irrespective of whether the successor account bears a different name
or account number.



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




     “Material Subsidiary” means (a) the Borrowers, (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) that as of the end of such
fiscal year comprised greater than 10% of the 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.




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




     “Revolving Facility LC Commitment Amount” means (a) with respect to Trade
Letters of Credit, $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), and (b) with respect to Standby Letters of Credit, (i)
from the First Amendment Effective Date to 12/31/08, $45,000,000; (ii) from January 1, 2009
through December 31, 2009, $150,000,000; (iii) from January 1, 2010 through December 31,
2010, $260,000,000; and (iv) thereafter, $375,000,000.



     3. Amendment to Section 4.14. Section 4.14 of the Credit Agreement shall be amended
and restated in its entirety as follows:



          “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 6.05.”



2









 








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




     ”(j) Indebtedness of the Parent or any of its Subsidiaries incurred solely in
connection with the UBS Demand Line in an aggregate principal amount not to exceed
$76,500,000.”



     5. Amendment to Section 7.02. Section 7.02 of the Credit Agreement shall be amended
by deleting the “and” following clause (g) thereof, deleting the “.” following clause (h) thereof
and replacing it with “; and” and adding the following clause (i) thereto:




     ”(i) Liens, if any, on the UBS Collateral and securing the UBS Demand Line of the
Parent and its Subsidiaries.”



     6. Amendment to Section 7.06. Section 7.06, clause (b) of the Credit Agreement shall
be amended and restated in its entirety as follows:




     ”(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 Parent
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;”



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



     8. Conditions Precedent. The amendments set forth above shall become effective upon
the satisfaction of the following conditions precedent (the “Amendment No. 1 Effective
Date”):




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




(b) all representations and warranties of the Credit Parties contained in the Credit
Agreement or in the other Loan Documents shall be true and correct in all material respects
with the same effect as though such representations and warranties had been made on and as
of the date of this Amendment, except to the extent that such representations and warranties
expressly relate to an earlier specified date, in which case such representations and
warranties shall have been true and correct in all material respects as of the date when
made; and




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



     9. Representations and Warranties. The Borrowers and the Parent each hereby
represents and warrants to the Global Agent and the Lenders that: (a) such Credit Party has the
legal power and authority to execute and deliver this Amendment; (b) the officials executing this
Amendment have been duly authorized to execute and deliver the same and bind such Credit Party with
respect to the provisions hereof; (c) the execution and delivery hereof by such Credit Party and
the performance and observance by
such Credit Party of the provisions hereof do not violate or conflict with the organizational
documents of such Credit Party or any law applicable to such Credit Party; (d) no Default or Event
of Default exists under the Credit Agreement, nor will any occur immediately after the execution
and delivery of this Amendment or by the performance or observance of any provision hereof; and (e)
this Amendment



3









 




constitutes a valid and binding obligation of such Credit Party in every respect,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.




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



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



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



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




(a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
BORROWERS AND THE PARENT EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO
ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT.
Any legal action or proceeding with respect to this Agreement or any other Loan Document
may be brought in the Court of Common Pleas of Cuyahoga County, Ohio, or of the United
States for the Northern District of Ohio, and, by execution and delivery of this Agreement,
the Borrowers and the Parent each hereby irrevocably accepts for itself and in respect of
its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The
Borrowers and the Parent each hereby further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such Credit Party at its
address for notices pursuant to Section 11. 04 of the Credit Agreement, such service to
become effective 30 days after such mailing or at such earlier time as may be provided under
applicable law. Nothing herein shall affect the right of the Global Agent or any Lender to
serve process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against any Credit Party in any other jurisdiction.




(b) The Borrowers and the Parent each hereby irrevocably waives any objection that it may
now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Agreement or any other Loan Document brought in
the courts referred to in Section 10(a) above and hereby further irrevocably waives and
agrees not to plead



4









 






or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.



5









 






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



(Signature pages follow.)




6









 





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




	 	 	 	 	 
	 	 	ABERCROMBIE & FITCH MANAGEMENT CO.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH CO.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael S. Jeffries
	 

	 	 	 	 
	 

	 	Name:
	 	Michael S. Jeffries
	 

	 	Title:
	 	Chairman and CEO
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH EUROPE SA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David S. Cupps
	 

	 	 	 	 
	 

	 	Name:
	 	David S. Cupps
	 

	 	Title:
	 	Director and President
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH (UK) LIMITED
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David S. Cupps
	 

	 	 	 	 
	 

	 	Name:
	 	David S. Cupps
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	AFH CANADA STORES CO.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David S. Cupps
	 

	 	 	 	 
	 

	 	Name:
	 	David S. Cupps
	 

	 	Title:
	 	Secretary






 









 






	 	 	 	 	 
	 	 	NATIONAL CITY BANK,
	 	 	as a Lender, an LC Issuer, the Swing Line Lender,
	 	 	Co-Lead Arranger and Global Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel O’Rourke
	 

	 	 	 	 
	 

	 	Name:
	 	Daniel O’Rourke
	 

	 	Title:
	 	Director






 









 






	 	 	 	 	 
	 	 	NATIONAL CITY BANK, CANADA BRANCH
	 	 	as a Canadian Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth G. Argue
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth G. Argue
	 

	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.
	 	 	as a Co-Lead Arranger, Syndication Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James A. Knight
	 

	 	 	 	 
	 

	 	Name:
	 	James A. Knight
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William M. Thurman
	 

	 	 	 	 
	 

	 	Name:
	 	William M. Thurman
	 

	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 
	 	 	THE HUNTINGTON NATIONAL BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Blendick
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Blendick
	 

	 	Title:
	 	Vice President — Loan Syndications






 









 






	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jaime C. Eng
	 

	 	 	 	 
	 

	 	Name:
	 	Jaime C. Eng
	 

	 	Title:
	 	Assistant Vice President






 









 






	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Debra L. McAllonis
	 

	 	 	 	 
	 

	 	Name:
	 	Debra L. McAllonis
	 

	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yoshihiro Hyakutome
	 

	 	 	 	 
	 

	 	Name:
	 	Yoshihiro Hyakutome
	 

	 	Title:
	 	General Manager






 









 






	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mary Ann Amshoff
	 

	 	 	 	 
	 

	 	Name:
	 	Mary Ann Amshoff
	 

	 	Title:
	 	Vice President







 









 








SUBSIDIARY GUARANTOR ACKNOWLEDGMENT AND AGREEMENT




          Each of the undersigned (collectively, the “Subsidiary Guarantors” and, individually,
“Subsidiary Guarantor”) consents and agrees to and acknowledges the terms of the foregoing
Amendment No. 1 Credit Agreement, dated as of December 29, 2008 (the “Amendment”). Each
Subsidiary Guarantor specifically acknowledges the terms of and consents to the amendments set
forth in the Amendment. Each Subsidiary Guarantor further agrees that its obligations pursuant to
the Subsidiary Guaranty shall remain in full force and effect and be unaffected hereby.




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




(Signature page follows.)




 









 





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




	 	 	 	 	 
	 	 	ABERCROMBIE & FITCH CO.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael S. Jeffries
	 

	 	 	 	 
	 

	 	Name:
	 	Michael S. Jeffries
	 

	 	Title:
	 	Chairman and CEO
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH HOLDING CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	A&F TRADEMARK, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH FULFILLMENT COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH DISTRIBUTION COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	J.M.H. TRADEMARK, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary






 









 






	 	 	 	 	 
	 	 	J.M. HOLLISTER, LLC
	 
	 

	 	By:
	 	Abercrombie & Fitch Stores, Inc.
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH TRADING CO.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH STORES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	ABERCROMBIE & FITCH PROCUREMENT SERVICES, LLC
	 
	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Trading Co.
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	FAN COMPANY, LLC
	 
	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Management Co.
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	HOLLISTER CO.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary






 









 






	 	 	 	 	 
	 	 	ABERCROMBIE & FITCH INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	GILLY HICKS LLC
	 
	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Stores, Inc.
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	DFZ, LLC
	 
	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Management Co.
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	A&F CANADA HOLDING CO.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	CANOE, LLC
	 
	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Management Co.
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 
	 	 	CROMBIE, LLC
	 
	 	 	 	 
	 

	 	By:
	 	Abercrombie & Fitch Management Co.
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary






 









 






	 	 	 	 	 
	 	 	RUEHL NO. 925, LLC
	 
	 

	 	By:
	 	Abercrombie & Fitch Stores, Inc.
	 

	 	 	 	Its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Lipesky
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Lipesky
	 

	 	Title:
	 	Assistant Secretary






 









 





 


AMENDMENT NO. 1

TO CREDIT AGREEMENT




dated as of

December 29, 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



 

 









 





Schedules




	 	 	 
	Schedule 1

	 	Lenders and Commitments







 












 







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	 	 	 	15.222222222	%	 	NA	 	 	NA	 
	National City Bank, Canada Branch
	 	NA	 	 	NA	 	 	$	12,500,000.00	 	 	 	50.000	%
	JPMorgan Chase Bank, N.A.
	 	$	68,500,000.00	 	 	 	15.222222222	%	 	$	12,500,000.00	 	 	 	50.000	%
	Fifth Third Bank
	 	$	68,000,000.00	 	 	 	15.111111111	%	 	NA	 	 	NA	 
	The Huntington National Bank
	 	$	60,000,000.00	 	 	 	13.333333333	%	 	NA	 	 	NA	 
	Bank of America, N.A.
	 	$	45,000,000.00	 	 	 	10.000000000	%	 	NA	 	 	NA	 
	Citizens Bank of Pennsylvania
	 	$	40,000,000.00	 	 	 	8.888888890	%	 	NA	 	 	NA	 
	Sumitomo Mitsui Banking Corporation
	 	$	40,000,000.00	 	 	 	8.888888890	%	 	NA	 	 	NA	 
	US Bank, N.A.
	 	$	40,000,000.00	 	 	 	8.888888890	%	 	NA	 	 	NA	 
	PNC Bank, National Association
	 	$	20,000,000.00	 	 	 	4.444444444	%	 	NA	 	 	NA	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total:
	 	$	450,000,000.00	 	 	 	100.000000000	%	 	$	25,000,000.00	 	 	 	100.00	%