SIXTH AMENDED AND RESTATED NOTE

Exhibit 10.2

SIXTH AMENDED AND RESTATED NOTE

$175,000,000 June     , 2012

FOR VALUE RECEIVED, the undersigned, URBAN OUTFITTERS, INC., a corporation organized under the laws of Pennsylvania (“Urban”), and each Subsidiary of Urban listed on Schedule 1 to the Credit Agreement referred to below (Urban and each such Subsidiary, each a “Borrower” and collectively, the “Borrowers”), jointly and severally, promise to pay to the order of Xxxxx Fargo Bank, National Association, successor in interest to Wachovia Bank, National Association (the “Lender”), at the office of the Administrative Agent and times provided in the Credit Agreement referred to below, the principal sum of One Hundred and Seventy-Five Million Dollars ($175,000,000) or, if less, the principal amount of all Loans made by the Lender from time to time pursuant to that certain Amended and Restated Credit Agreement dated September 23, 2004 (as amended through the date hereof, and as may be further amended, restated or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrowers, the Lender, the other lenders referred to therein, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Notwithstanding anything to the contrary contained herein, the liability of the non-U.S. Borrowers shall be limited as and to the extent set forth in Section 2.8 of the Credit Agreement.

The unpaid principal amount of this Sixth Amended and Restated Note (the “2012 Note”) from time to time outstanding is subject to repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 4.1 of the Credit Agreement. All payments of principal and interest on this 2012 Note shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement.

This 2012 Note is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a description of the collateral for this 2012 Note, if any, and for a statement of the terms and conditions on which the Borrowers are permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this 2012 Note and on which such Obligations may be declared to be immediately due and payable.

This 2012 Note evidences and constitutes the restatement, renewal and modification of that certain Fifth Amended and Restated Note, dated May 27, 2010 (the “Existing Note”), which, in turn, amended and restated that certain Fourth Amended and Restated Note, dated September 21, 2009 (the “2009 Note”), which, in turn, amended and restated that certain Third Amended and Restated Note, dated December 10, 2007 (the “2007 Note”), which, in turn, amended and restated that certain Second Amended and Restated Note, dated May 31, 2007 (the “May 2007 Note”), which, in turn, amended and restated that certain Amended and Restated Note, dated May 16, 2005, from the Borrowers to the Lender in the principal amount of $42,500,000 (the “Amended and Restated Note”), which, in turn, amended and restated that certain Note, dated September 23, 2004, from the Borrowers to the Lender in the original principal amount of $35,000,000 issued pursuant to the Credit Agreement (the “Prior Note”). Such Prior Note constituted the restatement, renewal and modification of that certain Promissory Note dated September 12, 2001 from the Borrowers to the Lender, in the original principal amount of $25,000,000 issued pursuant to the Existing Credit Agreement and the amendments thereto (as amended and/or restated from time to time prior to the date hereof, the “Original Note” and together with the Existing Note, the 2009 Note, the 2007 Note, the May 2007 Note, the Amended and Restated Note and the Prior

Note, the “Existing Notes”). The execution and delivery of this 2012 Note shall not in any circumstances be deemed to have terminated, extinguished, released or discharged the Borrowers’ indebtedness under the Existing Notes, which indebtedness shall continue under and be governed by this 2012 Note and the Credit Agreement. This 2012 Note shall, for all purposes, be deemed the “Note” in connection with any of the documents executed and delivered in connection with or pursuant to the Existing Note.

THIS 2012 NOTE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

The Borrowers hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this 2012 Note.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the undersigned have executed this Sixth Amended and Restated Note under seal as of the day and year first written above.

[CORPORATE SEAL]		URBAN OUTFITTERS, INC.,
				as a Borrower
				By:
						Name:		Xxxxx Xxxxxxxx
						Title:		Chief Financial Officer
[CORPORATE SEAL]		U.O. FENWICK, INC.,
				as a Borrower
				By:
						Name:		Xxxxx Xxxxxxxx
						Title:		Chief Financial Officer
[CORPORATE SEAL]		U.O. MERCHANDISE, INC.,
				as a Borrower
				By:
						Name:		Xxxxx Xxxxxxxx
						Title:		Chief Financial Officer
[CORPORATE SEAL]		HK SOURCING LIMITED,
				as a Borrower
				By:
						Name:		Xxxxxxx Xxxx Xxxxxxxx
						Title:		Director
[CORPORATE SEAL]		URBN UK LIMITED f/k/a URBAN OUTFITTERS UK LIMITED
				By:
						Name:		Xxxxxxx X. Xxxxxxxx
						Title:		Director

Signature Page to Sixth Amended and Restated Note