Abercrombie & Fitch 2014 Annual Report Download - page 78

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3.1 Amended and Restated Certificate of Incorporation of A&F as filed with the Delaware Secretary of State on
August 27, 1996, incorporated herein by reference to Exhibit 3.1 to A&F’s Quarterly Report on Form 10-Q for the
quarterly period ended November 2, 1996 (File No. 001-12107).
3.2 Certificate of Designation of Series A Participating Cumulative Preferred Stock of A&F as filed with the Delaware
Secretary of State on July 21, 1998, incorporated herein by reference to Exhibit 3.2 to A&F’s Annual Report on Form
10-K for the fiscal year ended January 30, 1999 (File No. 001-12107).
3.3 Certificate of Decrease of Shares Designated as Class B Common Stock as filed with the Delaware Secretary of State
on July 30, 1999, incorporated herein by reference to Exhibit 3.3 to A&F’s Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 1999 (File No. 001-12107).
3.4 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co. as
filed with the Delaware Secretary of State on June 16, 2011, incorporated herein by reference to Exhibit 3.1 to A&F’s
Current Report on Form 8-K dated and filed June 17, 2011 (File No. 001-12107).
3.5 Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co., reflecting amendments through
June 16, 2011, incorporated herein by reference to Exhibit 3.2 to A&F’s Quarterly Report on Form 10-Q for the
quarterly period ended July 30, 2011 (File No. 001-12107). [This document represents the Amended and Restated
Certificate of Incorporation of Abercrombie & Fitch Co. in compiled form incorporating all amendments. This
compiled document has not been filed with the Delaware Secretary of State.]
3.6 Certificate regarding Approval of Amendment to Section 2.03 of Amended and Restated Bylaws of Abercrombie &
Fitch Co. by Stockholders of Abercrombie & Fitch Co. at Annual Meeting of Stockholders held on June 10, 2009,
incorporated herein by reference to Exhibit 3.1 to A&F’s Current Report on Form 8-K dated and filed June 16, 2009
(File No. 001-12107).
3.7 Certificate regarding Approval of Addition of New Article IX of Amended and Restated Bylaws by Board of
Directors of Abercrombie & Fitch Co. on June 10, 2009, incorporated herein by reference to Exhibit 3.2 to A&F’s
Current Report on Form 8-K dated and filed June 16, 2009 (File No. 001-12107).
3.8 Certificate regarding Approval of Amendments to Sections 1.09 and 2.04 of Amended and Restated Bylaws of
Abercrombie & Fitch Co. by Board of Directors of Abercrombie & Fitch Co. on November 15, 2011, incorporated
herein by reference to Exhibit 3.1 to A&F’s Current Report on Form 8-K dated and filed November 21, 2011 (File
No. 001-12107).
3.9 Amended and Restated Bylaws of Abercrombie & Fitch Co. reflecting amendments through November 15, 2011,
incorporated herein by reference to Exhibit 3.2 to A&F’s Quarterly Report on Form 10-Q for the quarterly period
ended October 29, 2011 (File No. 001-12107). [This document represents the Amended and Restated Bylaws of
Abercrombie & Fitch Co. in compiled form incorporating all amendments.]
4.1 Amended and Restated Credit Agreement, entered into as of July 28, 2011, among Abercrombie & Fitch
Management Co.; the Foreign Subsidiary Borrowers (as defined in the Amended and Restated Credit Agreement);
Abercrombie & Fitch Co.; the Lenders (as defined in the Amended and Restated Credit Agreement); PNC Bank,
National Association, as global agent, the Swing Line Lender and an LC Issuer; PNC Capital Markets LLC, as a co-
lead arranger and a co-bookrunner; J.P. Morgan Securities, LLC, as a co-lead arranger and a co-bookrunner;
JPMorgan Chase Bank, N.A., as syndication agent and an LC Issuer; Fifth Third Bank, as a co-documentation agent;
and The Huntington National Bank, as a co-documentation agent and an LC Issuer, incorporated herein by reference
to Exhibit 4.1 to A&F’s Current Report on Form 8-K dated and filed August 3, 2011 (File No. 001-12107). [NOTE:
Amended and Restated Credit Agreement, as amended, was terminated August 7, 2014.]
4.2 Amended and Restated Guaranty of Payment (Domestic Credit Parties), dated as of July 28, 2011, among
Abercrombie & Fitch Co.; the material Domestic Subsidiaries (as defined in the Amended and Restated Guaranty of
Payment (Domestic Credit Parties)); and PNC Bank, National Association, as global agent, incorporated herein by
reference to Exhibit 4.2 to A&F’s Current Report on Form 8-K dated and filed August 3, 2011 (File No. 001-12107).
[NOTE: Amended and Restated Guaranty of Payment (Domestic Credit Parties), as amended, was terminated August
7, 2014.]
4.3 Supplement No. 1 to Amended and Restated Guaranty of Payment (Domestic Credit Parties), dated as of August 31,
2011, between NSOP, LLC, as a New Guarantor, and PNC Bank, National Association, as global agent, incorporated
herein by reference to Exhibit 4.3 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended July 30,
2011 (File No. 001-12107). [NOTE: Amended and Restated Guaranty of Payment (Domestic Credit Parties), as
amended, was terminated August 7, 2014.]
4.4 Amendment No. 1 to Credit Agreement, made as of February 24, 2012, among Abercrombie & Fitch Management
Co. and the Foreign Subsidiary Borrowers (as defined in the Amended and Restated Credit Agreement, dated as of
July 28, 2011), as borrowers; Abercrombie & Fitch Co., as a guarantor; PNC Bank, National Association, as Global
Agent, Swing Line Lender, an LC Issuer and a Lender; JPMorgan Chase Bank, N.A., as an LC Issuer and a Lender;
Fifth Third Bank, as a Lender; The Huntington National Bank, as an LC Issuer and a Lender; PNC Bank, National
Association, Canada Branch, as a Canadian Lender; JPMorgan Chase Bank, N.A., Toronto Branch, as a Canadian
Lender; Bank of America, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of
Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender, incorporated herein by reference
to Exhibit 4.3 to A&F’s Current Report on Form 8-K dated and filed February 29, 2012 (File No. 001-12107).
[NOTE: Amended and Restated Credit Agreement, as amended, was terminated August 7, 2014.]