Abercrombie & Fitch 2008 Annual Report Download - page 114

credited to or carried, held or maintained in any UBS Collateral Account; (iii) any and all over-the-counter options, futures, foreign
exchange, swap or similar contracts between the Company and either UBS Financial Services Inc. or an Affiliate thereof; (iv) any
and all accounts of the Company at UBS Bank USA or any of its Affiliates; (v) any and all supporting obligations and other rights
ancillary or attributable to, or arising in any way in connection with, any of the foregoing and any other agreement entered into
between UBS Bank USA and UBS Financial Services Inc., UBS-I or any other securities intermediary maintaining a UBS
Collateral Account with entitlement orders and instructions from UBS Bank USA (or from any assignee or successor of UBS Bank
USA) regarding the UBS Collateral Account and any financial assets or other property held therein without the further consent of
UBS Bank USA or any other pledgor on the UBS Collateral Account; and (vi) any and all interest, dividends, distributions and
other proceeds of any of the foregoing, including proceeds of proceeds.
“UBS Collateral Account” means individually and collectively, each account of the Company or other pledgor at UBS Financial
Services Inc. or UBS International Inc., as applicable, that is either identified as a Collateral Account on the application to which
the UBS Demand Line is attached or subsequently identified as a Collateral Account by the Company (either directly or indirectly
through the Company’s UBS Financial Services Inc., financial advisor) or other pledgor together with all successors to those
identified accounts, irrespective of whether the successor account bears a different name or account number.
2. Amendments to Section 1.01 to the Credit Agreement. The following definitions contained in Section 1.01 of the Credit
Agreement shall be amended and restated in their entirety to read as follows:
“Material Subsidiary” means (a) the Borrowers, (b) any Subsidiary owning an Equity Interest in a Material Subsidiary and
(c) any other Subsidiary (i) the consolidated revenues of which for the most recent fiscal year of the Parent for which audited
financial statements have been delivered pursuant to Section 6.01 were greater than 10% of the Parent’s consolidated revenues for
such fiscal year or (ii) that as of the end of such fiscal year comprised greater than 10% of the Consolidated Tangible Assets as of
such date, or (iii) the EBITDAR of which as of the end of such fiscal year was greater than 10% of Consolidated EBITDAR for
such fiscal year.
“Minimum Rent” means total store rent expense less contingent store rent less non-cash rent expense.
“Revolving Facility LC Commitment Amount” means (a) with respect to Trade Letters of Credit, $450,000,000 or the Dollar
Equivalent thereof in Designated Foreign Currency (as the same may be decreased pursuant to Section 2.12 or as the same may be
increased pursuant to Section 2.17), and (b) with respect to Standby Letters of Credit, (i) from the First Amendment Effective Date
to 12/31/08, $45,000,000; (ii) from January 1, 2009 through December 31, 2009, $150,000,000; (iii) from January 1, 2010 through
December 31, 2010, $260,000,000; and (iv) thereafter, $375,000,000.
3. Amendment to Section 4.14. Section 4.14 of the Credit Agreement shall be amended and restated in its entirety as follows:
“Section 4.14 Insurance. The Parent and each of its Subsidiaries maintains insurance coverage by such insurers and in such
forms and amounts and against such risks as are generally consistent with industry standards and in each case in compliance with the
terms of Section 6.05.”
2
Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Research℠