CREDIT AGREEMENT dated as of April 15, 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,...Credit Agreement • April 18th, 2008 • Abercrombie & Fitch Co /De/ • Retail-family clothing stores • Ohio
THIS CREDIT AGREEMENT is entered into as of April 15, 2008 among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the “Company”), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time party hereto, ABERCROMBIE & FITCH CO., a Delaware corporation (the “Parent”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), NATIONAL CITY BANK, as a co-lead arranger, a co-bookrunner and global administrative agent (the “Global Agent”), as the Swing Line Lender and an LC Issuer (each term as hereafter defined), J.P. MORGAN SECURITIES, INC., as a co-lead arranger, a co-bookrunner and as syndication agent (the “Syndication Agent”) and each of FIFTH THIRD BANK and HUNTINGTON NATIONAL BANK, as a documentation agent (each, in such capacity, a “Documentation Agent”).
GUARANTY OF PAYMENT (DOMESTIC CREDIT PARTIES)Abercrombie & Fitch Co /De/ • April 18th, 2008 • Retail-family clothing stores • Ohio
This GUARANTY OF PAYMENT (DOMESTIC CREDIT PARTIES) dated as of April 15, 2008 (this “Agreement”), among ABERCROMBIE & FITCH CO., a Delaware corporation (“Parent”), each direct and indirect Domestic Subsidiary of Parent other than Abercrombie & Fitch Management Co. (each a “Domestic Subsidiary” and, together with Parent and any other Domestic Subsidiaries that become parties hereto as contemplated by Section 26 hereof, referred to herein individually as a “Guarantor” and collectively as the “Guarantors”), and NATIONAL CITY BANK, as global administrative agent (the “Global Agent”) for the lenders (the “Lenders”) party to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Abercrombie & Fitch Management Co. (the “Company”), the Foreign Subsidiary Borrowers from time to time party thereto, the Global Agent, the Lenders party thereto and the other parties party thereto.
Abercrombie & Fitch Management Co. 6301 Fitch Path New Albany, Ohio 43054 April 15, 2008Abercrombie & Fitch Co /De/ • April 18th, 2008 • Retail-family clothing stores
Pursuant to Section 2.08(b) of the Credit Agreement, the Borrower hereby gives notice that effective as of the time that the proposed Credit Agreement, to be dated as of April 15, 2008, among the Borrower, the various subsidiaries and affiliates party thereto, and National City Bank (the “Replacement Facility”) becomes effective, the Borrower will permanently reduce and terminate in whole the Commitments and repay the outstanding balance of all Loans. Existing letters of credit will be transferred to the Replacement Facility as provided therein.
