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EXHIBIT 4.6
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APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT
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This APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT, is
entered into as of the opening of business on October 8, 2001, by and between
Abercrombie & Fitch Co., a Delaware corporation (the "Company"), and National
City Bank ("NCB").
WITNESSETH:
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WHEREAS, the Company and First Chicago Trust Company of New
York (now a division of EquiServe; hereinafter referred to as "First
Chicago/EquiServe") entered into a Rights Agreement, dated as of July 16, 1998,
which was subsequently amended by Amendment No. 1, dated as of April 21, 1999
(collectively, the "Rights Agreement"), pursuant to which First
Chicago/EquiServe was appointed to act as "Rights Agent" under the Rights
Agreement; and
WHEREAS, pursuant to Section 21 of the Rights Agreement, the
Company has notified First Chicago/EquiServe that effective as of the close of
business on October 5, 2001, First Chicago/EquiServe is removed as Rights Agent
under the Rights Agreement; and
WHEREAS, pursuant to Section 21 of the Rights Agreement, the
Company has the right to appoint a successor to the Rights Agent if the Rights
Agent resigns, is removed or otherwise becomes incapable of acting; and
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WHEREAS, NCB has indicated to the Company that NCB would be
willing to serve as successor Rights Agent under the Rights Agreement, effective
as of the opening of business on October 8, 2001;
NOW, THEREFORE, the Company and NCB agree as follows:
1. Pursuant to Section 21 of the Rights Agreement, the Company
hereby appoints, and NCB hereby accepts the appointment of, NCB as successor
Rights Agent under the Rights Agreement, effective as of the opening of business
on October 8, 2001.
2. In all respects not inconsistent with the terms and
provisions of this Appointment and Acceptance of Successor Rights Agent, the
Rights Agreement is hereby ratified and confirmed. In executing and delivering
this Appointment and Acceptance of Successor Rights Agent, NCB shall be entitled
to all of the privileges and immunities afforded to, and subject to all of the
obligations and duties of, the Rights Agent under the terms and conditions of
the Rights Agreement.
3. This Appointment and Acceptance of Successor Rights Agent
may be executed in any number of counterparts, each of which shall be an
original, and such counterparts shall together constitute but one and the same
instrument. Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Appointment and Acceptance of Successor Rights Agent to be duly executed by
their respective authorized representatives to be effective as of the day and
year first above written.
NATIONAL CITY BANK ABERCROMBIE & FITCH CO.
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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Printed Name: Xxxxxxx Xxxxxxxxx Printed Name: Xxxxxxx X. Xxxxxxxxx
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Title: Assistant Vice President Title: Vice President of Finance
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