Abercrombie & Fitch 2008 Annual Report Download - page 116

constitutes a valid and binding obligation of such Credit Party in every respect, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.
10. Credit Agreement Unaffected. Each reference that is made in the Credit Agreement or any other Loan Document shall hereafter
be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all
provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby.
11. Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate
counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement.
12. Entire Agreement. This Amendment is specifically limited to the matters expressly set forth herein. This Amendment and all
other instruments, agreements and documents executed and delivered in connection with this Amendment embody the final, entire
agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior commitments,
agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and may
not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties
hereto. There are no oral agreements among the parties hereto relating to the subject matter hereof or any other subject matter relating
to the Credit Agreement.
13. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.
(a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
BORROWERS AND THE PARENT EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM
TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS
AGREEMENT. Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the
Court of Common Pleas of Cuyahoga County, Ohio, or of the United States for the Northern District of Ohio, and, by execution and
delivery of this Agreement, the Borrowers and the Parent each hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. The Borrowers and the Parent each hereby further
irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to such Credit Party at its address for notices pursuant to
Section 11. 04 of the Credit Agreement, such service to become effective 30 days after such mailing or at such earlier time as may
be provided under applicable law. Nothing herein shall affect the right of the Global Agent or any Lender to serve process in any
other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other
jurisdiction.
(b) The Borrowers and the Parent each hereby irrevocably waives any objection that it may now or hereafter have to the laying of
venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Loan
Document brought in the courts referred to in Section 10(a) above and hereby further irrevocably waives and agrees not to plead
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Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Research℠