Exhibit 10.1(a)





Exhibit 10.1(a)




CREDIT LINE AGREEMENT




Borrower Agreement




BY SIGNING BELOW, THE BORROWER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT:





	A.	 	The Borrower has received and read a copy of this Borrower Agreement,
the attached Credit Line Account Application and Agreement (including
the Credit Line Agreement following this Borrower Agreement) and the
Loan Disclosure Statement explaining the risk factors that the
Borrower should consider before obtaining a loan secured by the
Borrower’s securities account. The Borrower agrees to be bound by the
terms and conditions contained in the Credit Line Account Application
and Agreement (including the Credit Line Agreement following this
Borrower Agreement) (which terms and conditions are incorporated by
reference). Capitalized terms used in this Borrower Agreement have the
meanings set forth in the Credit Line Agreement.
	 
	B.	 	THE BORROWER UNDERSTANDS AND AGREES THAT UBS BANK USA MAY DEMAND FULL
OR PARTIAL PAYMENT OF THE CREDIT LINE OBLIGATIONS, AT ITS SOLE OPTION
AND WITHOUT CAUSE, AT ANY TIME, AND THAT NEITHER FIXED RATE ADVANCES
NOR VARIABLE RATE ADVANCES ARE EXTENDED FOR ANY SPECIFIC TERM OR
DURATION. THE BORROWER UNDERSTANDS AND AGREES THAT ALL ADVANCES ARE
SUBJECT TO COLLATERAL MAINTENANCE REQUIREMENTS. THE BORROWER
UNDERSTANDS THAT UBS BANK USA MAY, AT ANY TIME, IN ITS DISCRETION,
TERMINATE AND CANCEL THE CREDIT LINE REGARDLESS OF WHETHER OR NOT AN
EVENT HAS OCCURRED.
	 
	C.	 	UNLESS DISCLOSED IN WRITING TO UBS BANK USA AT THE TIME OF THIS
AGREEMENT, AND APPROVED BY UBS BANK USA, THE BORROWER AGREES NOT TO
USE THE PROCEEDS OF ANY ADVANCE EITHER TO PURCHASE, CARRY OR TRADE IN
SECURITIES OR TO REPAY ANY DEBT (I) USED TO PURCHASE, CARRY OR TRADE
IN SECURITIES OR (II) TO ANY AFFILIATE OF UBS BANK USA. THE BORROWER
WILL BE DEEMED TO REPEAT THIS AGREEMENT EACH TIME THE BORROWER
REQUESTS AN ADVANCE.
	 
	D.	 	THE BORROWER UNDERSTANDS THAT BORROWING USING SECURITIES AS COLLATERAL
ENTAILS RISKS. SHOULD THE VALUE OF THE SECURITIES IN THE COLLATERAL
ACCOUNT DECLINE BELOW THE REQUIRED COLLATERAL MAINTENANCE
REQUIREMENTS, UBS BANK USA MAY REQUIRE THAT THE BORROWER POST
ADDITIONAL COLLATERAL, REPAY PART OR ALL OF THE BORROWER’S LOAN
AND/OR SELL THE BORROWER’S SECURITIES. ANY REQUIRED LIQUIDATIONS MAY INTERRUPT
THE BORROWER’S LONG-TERM INVESTMENT STRATEGIES AND MAY RESULT IN ADVERSE TAX
CONSEQUENCES.




 


 









 











	E.	 	Neither UBS Bank USA nor UBS Financial Services Inc.
provides legal or tax advice and nothing herein shall
be construed as providing legal or tax advice.
	 
	F.	 	Upon execution of this Credit Line Account
Application and Agreement, the Borrower declares that
all of the information requested in the Application
and supplied by the Borrower is true and accurate and
further agrees to promptly notify UBS Bank USA in
writing of any material changes to any or all of the
information contained in the Application including
information relating to the Borrower’s financial
situation.
	 
	G.	 	Subject to any applicable financial privacy laws and
regulations, data regarding the Borrower and the
Borrower’s securities accounts may be shared with UBS
Bank USA affiliates. Subject to any applicable
financial privacy laws and regulations, the Borrower
requests that UBS Bank USA share such personal
financial data with non-affiliates of UBS Bank USA as
is necessary or advisable to effect, administer or
enforce, or to service, process or maintain, all
transactions and accounts contemplated by this
Agreement.
	 
	H.	 	The Borrower authorizes UBS Bank USA and UBS
Financial Services Inc. to obtain a credit report or
other credit references concerning the Borrower
(including making verbal or written inquiries
concerning credit history) or to otherwise verify or
update credit information given to UBS Bank USA at
any time. The Borrower authorizes the release of this
credit report or other credit information to UBS Bank
USA affiliates as it deems necessary or advisable to
effect, administer or enforce, or to service, process
or maintain all transactions and accounts
contemplated by this Agreement, and for the purpose
of offering additional products, from time to time,
to the Borrower. The Borrower authorizes UBS Bank USA
to exchange Borrower information with any party it
reasonably believes is conducting legitimate credit
inquiry in accordance with the Fair Credit Reporting
Act. UBS Bank USA may also share credit or other
transactional experience with the Borrower’s
designated UBS Financial Services Inc. Financial
Advisor or other parties designated by the Borrower.
	 
	I.	 	UBS Bank USA is subject to examination by various
federal, state and self-regulatory organizations and
the books and records maintained by UBS Bank USA are
subject to inspection and subpoena by these
regulators and by federal, state, and local law
enforcement officials. The Borrower also acknowledges
that such regulators and officials may, pursuant to
treaty or other arrangements, in turn disclose such
information to the officials or regulators of other
countries, and that U.S. courts may be required to
compel UBS Bank USA to disclose such information to
the officials or regulators of other countries. The
Borrower agrees that UBS Bank USA may disclose to
such regulators and officials information about the
Borrower and transactions in the credit line account
or other accounts at UBS Bank USA without notice to
the Borrower. In addition, UBS Bank USA may in the
context of a private dispute be required by subpoena
or other judicial process to disclose information or
produce documentation related to the Borrower, the
credit line account or other accounts at UBS Bank
USA. The Borrower acknowledges
and agrees that UBS Bank USA reserves the right, in its sole discretion, to
respond to subpoenas and judicial process as it deems appropriate.




 


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	J.	 	To help the government fight the funding of terrorism
and money laundering activities, Federal law requires
all financial institutions to obtain, verify, and
record information that identifies each person who
opens an account. When the Borrower opens an account
with UBS Bank USA, UBS Bank USA will ask for the
Borrower’s name, address, and other information that
will allow UBS Bank USA to identify the Borrower. UBS
Bank USA may also ask to see other identifying
documents. UBS Financial Services Inc. and UBS Bank
USA are firmly committed to compliance with all
applicable laws, rules and regulations, including
those related to combating money laundering. The
Borrower understands and agrees that the Borrower
must take all necessary steps to comply with the
anti-money laundering laws, rules and regulations of
the Borrower’s country of origin, country of
residence and the situs of the Borrower’s
transaction.
	 
	K.	 	UBS Bank USA and its affiliates will act as creditors
and, accordingly, their interests may be inconsistent
with, and potentially adverse to, the Borrower’s
interests. As a lender and consistent with normal
lending practice, UBS Bank USA may take any steps
necessary to perfect its interest in the Credit Line,
issue a call for additional collateral or force the
sale of the Borrower’s securities if the Borrower’s
actions or inactions call the Borrower’s
creditworthiness into question. Neither UBS Bank USA
nor UBS Financial Services Inc. will act as Client’s
investment advisor with respect to any liquidation.
In fact UBS Bank USA will act as a creditor and UBS
Financial Services Inc. will act as a securities
intermediary.
	 
	L.	 	The Borrower understands that, if the Collateral
Account is a managed account with UBS Financial
Services Inc., (i) in addition to any fees payable to
UBS Financial Services Inc. in connection with the
Borrower’s managed account, interest will be payable
to the Bank on an amount advanced to the Borrower in
connection with the Credit Line Account, and (ii) the
performance of the managed account might not exceed
the managed account fees and the interest expense
payable to the Bank in which case the Borrower’s
overall rate of return will be less than the costs
associated with the managed account.
	 
	M.	 	UBS Bank USA may provide copies of all credit line
account statements to UBS Financial Services Inc. and
to any Guarantor. The Borrower acknowledges and
agrees that UBS Bank USA may share any and all
information regarding the Borrower and the Borrower’s
accounts at UBS Bank USA with UBS Financial Services
Inc. UBS Financial Services Inc. may provide copies
of all statements and confirmations concerning each
Collateral Account to UBS Bank USA at such times and
in such manner as UBS Bank USA may request and may
share with UBS Bank USA any and all information
regarding the Borrower and the Borrower’s accounts
with UBS Financial Services Inc.




 


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IN WITNESS WHEREOF, the undersigned (“Borrower”) has signed this Agreement, or has caused this
Agreement to be signed in its name by its duly authorized representatives, as of the date indicated
below.



DATE: February 16, 2009




Name of Borrower: ABERCROMBIE & FITCH MGMT CO ATTN Scott Lipesky ASSISTANT TREASURER



	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Everett Gallagher
	 	 	 	Title:
	 	Vice President
	 

	 	 
	 	 	 	 	 	 
	 

	 	(Signature of Authorized Signatory of Borrower)*
	 	 	 	 	 	(Title of Authorized Signatory of Borrower)
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Scott Lipesky
	 	 	 	Title:
	 	Asst. Treasurer
	 

	 	 
	 	 	 	 	 	 
	 

	 	(Signature of Authorized Signatory of Borrower)*
	 	 	 	 	 	(Title of Authorized Signatory of Borrower)






The authorized signatory of the Borrower must be one of the Authorized Persons designated on the
applicable UBS Bank USA supplemental form executed by the Borrower (e.g., the Supplemental
Corporate Resolution Form (HP Form))




 


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