Exhibit 10.1(c)





Exhibit 10.1(c)




ADDENDUM TO CREDIT LINE ACCOUNT APPLICATION AND AGREEMENT




	 	 	 	 	 	 	 
	Credit Line Account	 	 	 	Account Number	 	 
	ABERCROMBIE &*FITCH *MGMT CO *ATTN Scott Lipesky*TRSR
	 	5V	 	66658	 	VH
	 
	 	 	 	 	 	 
	Collateral Account	 	 	 	Account Number	 	 
	ABERCROMBIE &*FITCH MGMT CO ATTN Scott Lipesky TRSR
	 	VH	 	03367	 	VH67






This Addendum (this “Addendum”) is attached to, incorporated by reference into and is fully a part
of the Credit Line Account Application and Agreement between UBS Bank USA (the “Bank”) and the
borrower named in the signature area below (the “Borrower”), dated as of the date hereof (as
amended or otherwise modified from time to time, the “Agreement”). This Addendum and the Agreement
shall not become effective and binding upon the Bank until this Addendum has been executed by the
Borrower and accepted by the Bank at its home office. Any conflict between the terms of the
Agreement and this Addendum shall be resolved in accordance with the terms of this Addendum.
Defined terms used herein to have the respective meanings set forth in the Agreement unless
otherwise defined in this Addendum.




	A.	 	The Bank, UBS Financial Services Inc. and the Borrower each acknowledge and agree that:





Definitions





	1.	 	The Agreement is amended by adding the following definitions in Section 1:






	 	“•	 	“Additional Payments” has the meaning specified in Section 5 g).






	 	•	 	“ARS Collateral” means any and all Collateral consisting of Auction Rate
Securities.






	 	•	 	“ARS Payments” has the meaning specified in Section 5 g).






	 	•	 	“Auction Rate Securities” means any and all securities determined by the Bank,
in its sole and absolute discretion, as being commonly referred to as “Auction Rate
Securities,” which, for greater certainty, include, without limitation, debt
securities on which the interest rate payable is periodically re-set by an auction
process and/or equity securities on which any dividend payable is periodically
re-set by an auction process.






	 	•	 	“Taxable SLARC Maximum Auction Rate” means the applicable “reset rate,” “maximum
auction rate” or other similar rate as may be specified in the prospectus or other
documentation governing any applicable Taxable Student Loan Auction Rate Securities
as representing the failed auction rate or similar rate payable on such Auction
Rate Securities, in each case expressed as a per-annum rate and as calculated in
the Bank’s sole and absolute discretion.






	 	•	 	“Taxable Student Loan Auction Rate Securities” means any and all Auction Rate
Securities Collateral consisting of securities determined by the Bank, in its sole
and absolute discretion, as being commonly referred to as “Student Loan Auction
Rate Securities” and on which the interest or dividend rate paid or payable to the
Borrower by the issuer of such securities is taxable to the Borrower.”




 


 









 





Terms of Advances





	2.	 	The Agreement is amended by adding the following as Section 3 e):






“The Borrower acknowledges that the Bank will not make an Advance against the ARS Collateral
in amounts equal to the fair market or par value of the ARS Collateral unless the Borrower
arranges for another person or entity to provide additional collateral or assurances on
terms and conditions satisfactory to the Bank. In requesting an Approved Amount equal to the
par value of the ARS Collateral, the Borrower has arranged for UBS Financial Services Inc.
to provide, directly or through a third party, the pledge of additional collateral and/or
assurances to the Bank so that the Bank will consider making Advances from time to time in
accordance with the terms of this Agreement and in amounts equal to, in the aggregate, the
par value of the ARS Collateral at the date of an Advance. In addition, the Borrower, the
Bank and UBS Financial Services Inc. acknowledge and agree that if (a) the Bank is repaid
all of the Credit Line Obligations due to the Bank under the Agreement and this Addendum and
(b) as part of such repayment, the Bank realizes on the additional collateral and/or
assurances pledged or otherwise provided by UBS Financial Services and/or any such third
party to the Bank, then the Agreement shall not terminate and the Bank shall automatically
assign to UBS Financial Services Inc. and any such third party, and UBS Financial Services
Inc. and any such third party shall automatically assume and be subrogated to, all of the
Bank’s rights, claims and interest in and under the Agreement and this Addendum, including
without limitation, the security interest in the Collateral, including without limitation
the ARS Collateral, granted the Bank under the Agreement and this Addendum (further
including, without limitation, interest, dividends, distributions, premiums, other income
and payments received in respect of any and all such Collateral) to the extent of the amount
that the Bank has realized on all or any part of the additional collateral and/or assurances
pledged or otherwise provided by UBS Financial Services and/or any such third party to the
Bank in order to effect the repayment of the Credit Line Obligations due to the Bank under
the Agreement. Upon such automatic assignment and subrogation, UBS Financial Services Inc.
and any such third party shall be entitled to directly exercise any and all rights and
remedies afforded the Bank under the Agreement, this Addendum and any and all other
documents and agreements entered into in connection with the Agreement and/or this
Addendum.”



Interest





	3.	 	The Agreement is amended by adding the following as a new Section 4 d), Section 4 e) and
Section 4 f):






	 	“d)	 	Notwithstanding anything to the contrary in this Agreement, and subject to the
provisions of Sections 4 e) and f) of this Agreement, the interest rate charged on any
and all outstanding Variable Rate Advances shall be the lesser of (i) the amount
prescribed by Sections 4 a), b), or c) of this Agreement, as applicable, and (ii) the
then applicable weighted average rate of interest or dividend rate paid to the Borrower
by the issuer of the ARS Collateral.




 


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	 	e)	 	The Bank and the Borrower acknowledge and agree that the Bank shall be entitled
to determine or adjust, at any time and from time to time, the interest rate payable by
the Borrower to the Bank on all or any part of the outstanding Variable Rate Advances
to reflect any changes in the composition of the ARS Collateral, to address any
inability to determine interest rates, or for any other reason that, in the Bank’s sole
and absolute discretion, is necessary to give effect to the intent of the provisions of
this Agreement, including, without limitation, this Section 4 (it being acknowledged
and agreed that the provisions of this Section 4 are intended to cause the interest
payable by the Borrower under this Agreement to equal the interest or dividend rate
payable to the Borrower by the issuer of any ARS Collateral) and any and all such
adjustments by the Bank hereunder shall be conclusive and binding on the Bank and the
Borrower absent manifest error.






	 	f)	 	If and to the extent that any or all of the ARS Collateral consists of Taxable
Student Loan Auction Rate Securities, then notwithstanding anything to the contrary in
this Agreement, when calculating such weighted average interest rate, the interest rate
paid to the Borrower with respect to such Taxable Student Loan Auction Rate Securities
shall be deemed to be equal to (i) for the period from the date of this Addendum
through and including January 21, 2009, the applicable coupon rate(s) and (ii) from
January 22, 2009 and thereafter, the then applicable Taxable SLARC Maximum Auction
Rate, for, and to the extent of, such Taxable Student Loan Auction Rate Securities. The
Borrower will be charged interest on the Loan in months in which the Borrower does not
receive interest on the Taxable Student Loan Auction Rate Securities.”





Payments





	4.	 	The Agreement is amended by adding the following as Section 5 g):






“The Borrower will make additional payments (“Additional Payments”) as follows:




	 	•	 	The proceeds of any liquidation, redemption, sale or other disposition of all or
part of the ARS Collateral will be automatically transferred to the Bank as
payments. The amount of these payments will be determined by the proceeds received
in the Collateral Account, and may be as much as the total Credit Line Obligations.






	 	•	 	All other interest, dividends, distributions, premiums, other income and
payments that are received in the Collateral Account in respect of any ARS
Collateral will be automatically transferred to the Bank as payments. These are
referred to as “ARS Payments.” The amount of each ARS Payment will vary, based on
the proceeds received in the Collateral Account. The Bank estimates that the ARS
Payments will range from zero to fifteen ($15.00) dollars per month per $1,000 in
par value of Pledged ARS. The Bank will notify the Borrower at least ten (10) days
in advance of any ARS Payment that falls outside of this range. If the Borrower
would prefer to have advance notice of each payment to be made to Advances, the
Borrower may cancel ARS Payments as described below.




 


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	 	•	 	The Borrower agrees that any cash, check or other deposit (other than a deposit
of securities) made to the Collateral Account is an individual authorization to
have such amount transferred to the Bank as a payment. The amount of each payment
is the amount of the deposit.






Each Additional Payment will be applied, as of the date received by the Bank, in the manner
set forth in the last sentence of Section 5 d). The Borrower acknowledges that neither the
Bank nor UBS Financial Services Inc. sets or arranges for any schedule of Additional
Payments. Instead, Additional Payments will be transferred automatically from the Collateral
Account whenever amounts are received in the Collateral Account, generally on the second
Business Day after receipt.




The Borrower may elect to stop ARS Payments at any time, and this election will cancel all
ARS Payments that would occur three (3) Business Days or more after the Bank receives such
notice. If the Borrower stops ARS Payments, the Borrower will continue to be obligated to
pay principal, interest, and other amounts pursuant to the Agreement. If the Borrower elects
to cancel ARS Payments, all other Additional Payments will be cancelled. Cancelling ARS
Payments and Additional Payments may result in higher interest charges by the Bank because
amounts received in the Collateral Account will not be automatically transferred and
credited. Any amounts received in the Collateral Account will remain in the Collateral
Account unless the Bank permits you to withdraw all or part of such amounts. Your notice to
cancel must be sent to: Attention: Head of Credit Risk Monitoring, UBS Bank USA, 299 South
Main Street, Suite 2275, Salt Lake City, Utah 84111, or call (801) 741-0310.




Important Disclosure About Required Payments. If Additional Payments are sufficient to pay
all accrued interest on Advances on or before a due date, then the Borrower need not make an
additional interest payment. Excess Additional Payments will be applied against principal.
However, if Additional Payments are not sufficient to pay all accrued interest on Advances
on or before a due date, then the Bank may, in its sole discretion (1) capitalize unpaid
interest as an additional Advance, or (2) require the Borrower to make payment of all
accrued and unpaid interest.”



 


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Remedies





	5.	 	The Agreement is amended by adding the following as Section 10 e):






“The Borrower agrees that in the event the Bank determines to liquidate or sell any
Collateral, the Bank shall, to the fullest extent permitted by applicable law, have the
right to do so in any manner, including, without limitation, the sale of Collateral
individually or in a block, for cash or for credit, in a public or private sale, with or
without public notice, through the use of sealed bids or otherwise, with the aid of any
advisor or agent who may be an affiliate of the Bank or in any other manner as the Bank in
its sole discretion shall choose. The Borrower acknowledges that the price the Bank obtains
for Collateral in the Bank’s chosen method of sale may be lower than might be otherwise
obtained in another method of sale, and the Borrower hereby agrees that any such sale shall
not be considered to be not commercially reasonable solely because of such lower
price. The Borrower understands that there may not be a liquid market for the Collateral and
that, as a result, the price received for the Collateral upon liquidation or sale by the
Bank may be substantially less than the Borrower paid for such Collateral or than the last
market value available for it, if any. The Borrower further agrees that any sale by the Bank
shall not be considered to be not commercially reasonable solely because there are few
(including only one) or no third parties who submit bids or otherwise offer to buy the
Collateral. The Borrower understands that the Bank’s sale of any of the Collateral may be
subject to various state and federal property and/or securities laws and regulations, and
that compliance with such laws and regulations may result in delays and/or a lower price
being obtained for the Collateral. The Borrower agrees that the Bank shall have the right to
restrict any prospective purchasers to those who, in the Bank’s sole discretion, the Bank
deems to be qualified. The Borrower acknowledges that the Bank shall have sole authority to
determine, without limitation, the time, place, method of advertisement and manner of sale
and that the Bank may delay or adjourn any such sale in its sole discretion. The Borrower
expressly authorizes the Bank to take any action with respect to the Collateral as the Bank
deems necessary or advisable to facilitate any liquidation or sale, and the Borrower agrees
that the Bank shall not be held liable for taking or failing to take any such action,
regardless if a greater price may have been obtained for the Collateral if such action was
or was not taken, as applicable. The Borrower hereby waives, to the fullest extent permitted
by law, any legal right of appraisal, notice, valuation, stay, extension, moratorium or
redemption that the Borrower would otherwise have with respect to a sale of the Collateral.”



Representations, Warranties and Covenants by the Loan Parties





	6.	 	The Agreement is amended by adding the following as Section 11 g):






	 	“g)	 	If at any time there are Credit Line Obligations outstanding under the Credit
Line, then in connection with any ARS Collateral, if at any time any such ARS
Collateral may be sold, exchanged, redeemed, transferred or otherwise conveyed by the
Borrower for gross proceeds that are, in the aggregate, not less than the par value of
such Auction Rate Securities to any party, including, without limitation, to UBS
Financial Services Inc. and/or any of its affiliates (any such sale, exchange,
redemption, transfer or conveyance referred to herein as an “ARS Liquidation”), the
Borrower agrees (i) to immediately effect such ARS Liquidation to the extent necessary
to satisfy all Credit Line Obligations in full and (ii) that the proceeds of any such
ARS Liquidation so effected shall be immediately and automatically used to pay down any
and all such outstanding Credit Line Obligations to the extent of such proceeds. The
Borrower hereby acknowledges and agrees with the Bank and directs UBS Financial
Services Inc. that to the extent permitted by applicable law, this Section 11 g) shall
constitute an irrevocable instruction, direction and standing sell order to UBS
Financial Services Inc. to effect an ARS Liquidation to the extent it is possible to do
so at any time during the term of this Agreement. The Borrower further agrees with the
Bank and UBS Financial Services Inc. to execute and deliver to the Bank and/or UBS
Financial Services Inc. such further documents and agreements as may be necessary in
the sole and absolute discretion of the Bank and/or UBS Financial
Services Inc. to effect the foregoing irrevocable instruction, direction and
standing sell order.”




 


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Waivers




	7.	 	The Agreement is amended by adding the following as Section 21:






“The Borrower hereby (i) acknowledges and admits its indebtedness and obligations to the
Bank under the Agreement; and (ii) acknowledges, admits and agrees that it has no and shall
assert no defenses, offsets, counterclaims or claims in respect of its obligations under the
Agreement, in each case notwithstanding any claim or asserted claim that it may have, or
purport to have, against any affiliate of the Bank.”



Schedules I and II





	8.	 	a)	 	 Schedule I of the Agreement is amended in its entirety to read as follows:





	 	 	 	 	 
	$25,001 to $499,999
	 	 	2.750	%
	$500,000 to $999,999
	 	 	1.750	%
	$1,000,000 to $4,999,999
	 	 	1.500	%
	$5,000,000 and over
	 	 	1.250	%







	 	b)	 	Schedule II of the Agreement is deleted in its entirety and replaced with:
“[Intentionally Deleted].”





No Fixed Rate Advances/Prime Credit Lines





	9.	 	The Bank and the Borrower acknowledge and agree that notwithstanding anything to the contrary
in the Agreement: (a) the Borrower shall not request and the Bank shall not make a Fixed Rate
Advance; and (b) there shall be no Prime Credit Line facilities available under the Agreement.





Alternative Financing





	10.	 	If at any time the Bank exercises its right of demand under Section 5 a), Section 5 b) and
Section 10 b) of the Loan Agreement for any reason other than (i) the occurrence of an Event
under Sections 10 a) (iv), (v), (vii), (ix) (if and to the extent any indebtedness specified
thereunder is to the Bank or any of the Bank’s affiliates), or (xi) of the Agreement; or (ii)
in connection with any termination for cause by UBS Financial Services Inc. of the overall
customer relationship between UBS Financial Services Inc. and the Borrower or its affiliates,
then UBS Financial Services Inc. shall, or shall cause one or more of its affiliates, to
provide as soon as reasonably possible, alternative financing on substantially the same terms
and conditions as those under the Agreement and the Bank agrees that the Agreement shall
remain in full force and effect until such time as such alternative financing has been
established.




 


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Margin Calls; Interest Payments





	11.	 	Notwithstanding anything to the contrary in the Agreement, the Bank and the Borrower
acknowledge and agree that UBS Financial Services Inc. or any affiliate thereof may, in its
sole and absolute discretion, elect to: (i) provide additional collateral to the Bank in the
form of United States Treasury Securities if and to the extent that the Borrower does not
maintain in a Collateral Account, Collateral having an aggregate lending value as specified by
the Bank from time to time; and/or (ii) satisfy any and all amounts of accrued and unpaid
interest that are otherwise due and payable by the Borrower to the Bank under the Agreement,
to the extent that the amount of any Additional Payments under the Agreement are insufficient
to satisfy any and all such amounts.





Collateral Account Features





	12.	 	Section 8 f) of the Agreement is deleted in its entirety and replaced with the following:






“If a Collateral Account has margin features, the margin features will be removed by UBS
Financial Services Inc. or UBS International Inc., as applicable, so long as there is no
outstanding margin debit in the Collateral Account. If a Collateral Account has Resource
Management Account® or Business Services Account BSA® features, such as check writing,
cards, bill payment, or electronic funds transfer services, all such features shall be
removed by UBS Financial Services Inc. or UBS International Inc., as applicable.”



No Credit Line Checks





	13.	 	The Bank and the Borrower acknowledge and agree that notwithstanding anything to the contrary
in the Agreement, the Credit Line shall not have Credit Line checks.





Headings





	14.	 	The headings of each of Section of this Addendum is for descriptive purposes only and shall
not be deemed to modify or qualify the terms, conditions, rights or obligations described in
such Section.
	 
	B.	 	This Addendum may be signed in multiple original counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument.





[Signature page(s) follows]



 


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IN WITNESS WHEREOF, each of the parties has signed this Addendum pursuant to due and proper
authority as of the date set forth below.



	 	 	 	 	 
	February 16, 2009

	 	EVERETT GALLAGHER, Vice President
	 	/s/ Everett Gallagher
	 
	 	 
	 	 
	Date
	 	Print Name and Title
	 	Signature
	 	 	 	 	 
	February 16, 2009
	 	SCOTT LIPESKY, Assistant Treasurer
	 	/s/ Scott Lipesky
	 
	 	 
	 	 
	Date
	 	Print Name and Title
	 	Signature






	 	 	 	 	 
	 	UBS BANK USA

 	 
	 	By:  	/s/ Staci Basilius
 	 
	 	 	Name:  	Staci Basilius 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	By:  	                           /s/ Clint Newbold
 	 
	 	 	Name:  	Clint Newbold 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	UBS FINANCIAL SERVICES INC.

 	 
	 	By:  	/s/ Fredric T. Macholz
 	 
	 	 	Name:  	Fredric T. Macholz 	 
		 	Title:  	Branch Manager


	 
		
Date: January 30, 2009 	 




 


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