Abercrombie & Fitch 2008 Annual Report Download - page 115

4. Amendment to Section 7.01. Section 7.01 of the Credit Agreement shall be amended by deleting the “and” following clause
(h) thereof, deleting the “.” following clause (i) thereof and replacing it with “; and” and adding the following clause (j) thereto:
”(j) Indebtedness of the Parent or any of its Subsidiaries incurred solely in connection with the UBS Demand Line in an
aggregate principal amount not to exceed $76,500,000.”
5. Amendment to Section 7.02. Section 7.02 of the Credit Agreement shall be amended by deleting the “and” following clause
(g) thereof, deleting the “.” following clause (h) thereof and replacing it with “; and” and adding the following clause (i) thereto:
”(i) Liens, if any, on the UBS Collateral and securing the UBS Demand Line of the Parent and its Subsidiaries.”
6. Amendment to Section 7.06. Section 7.06, clause (b) of the Credit Agreement shall be amended and restated in its entirety as
follows:
”(b) so long as no Default or Event of Default has occurred and is continuing, the Parent may declare, and if declared when no
Default or Event of Default exists, the Parent may pay, dividends in cash so long as the Parent would be in Pro Forma Compliance
with the financial covenants set forth in Section 7.07 after giving effect thereto;”
7. Amendment to Schedule I. Schedule I shall be amended and restated in its entirety as set forth on schedule I attached hereto.
8. Conditions Precedent. The amendments set forth above shall become effective upon the satisfaction of the following conditions
precedent (the “Amendment No. 1 Effective Date”):
(a) this Amendment has been executed by each Borrower, the Parent, the Global Agent and the Lenders, and counterparts hereof as
so executed shall have been delivered to the Global Agent;
(b) all representations and warranties of the Credit Parties contained in the Credit Agreement or in the other Loan Documents shall
be true and correct in all material respects with the same effect as though such representations and warranties had been made on and
as of the date of this Amendment, except to the extent that such representations and warranties expressly relate to an earlier
specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the
date when made; and
(c) each Subsidiary Guarantor has executed and delivered to the Global Agent the Subsidiary Guarantor Acknowledgment and
Agreement attached hereto.
9. Representations and Warranties. The Borrowers and the Parent each hereby represents and warrants to the Global Agent and the
Lenders that: (a) such Credit Party has the legal power and authority to execute and deliver this Amendment; (b) the officials
executing this Amendment have been duly authorized to execute and deliver the same and bind such Credit Party with respect to the
provisions hereof; (c) the execution and delivery hereof by such Credit Party and the performance and observance by such Credit
Party of the provisions hereof do not violate or conflict with the organizational documents of such Credit Party or any law applicable
to such Credit Party; (d) no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the
execution and delivery of this Amendment or by the performance or observance of any provision hereof; and (e) this Amendment
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Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Research℠