Urban Outfitters 2013 Annual Report Download - page 104

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“Seventh Amendment” means that certain Amendment No. 7 to Amended and Restated Credit Agreement, by and among Borrowers,
Lenders, and Administrative Agent, dated July 31, 2012.
“Seventh Amendment Documents ” means, collectively, the Seventh Amendment and each other document, instrument, certificate and
agreement executed and delivered by any Borrower, any Subsidiary, any Guarantor, or their counsel in connection with the Seventh
Amendment or otherwise referred to therein or contemplated thereby, all as they may be amended, restated or otherwise modified.
“Seventh Amendment Effective Date” means the date on which the conditions set forth in Section 4 of the Seventh Amendment have been
satisfied.
(c) Amended Definition. The following definition is amended and restated to read in its entirety as follows:
“Loan Documents” means, collectively, this Agreement, the Note, the Guaranty Agreement, the Applications, the Letters of Credit and
each other document, instrument, certificate and agreement executed and delivered by any Borrower, any Subsidiary, any Guarantor or
their counsel in connection with this Agreement or otherwise referred to herein or contemplated hereby, all as may be amended, restated or
otherwise modified, including, without limitation, the First Amendment Documents, the Second Amendment Documents, the Third
Amendment Documents, the Fourth Amendment Documents, the Fifth Amendment Documents, the Sixth Amendment Documents, and
the Seventh Amendment Documents.
2. Amendments to Credit Agreement. As of the Seventh Amendment Effective Date:
(a) Modification of Section 9.1 of the Credit Agreement . Section 9.1 of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:
Section 9.1 Fixed Charge Coverage Ratio. (i) For the fiscal quarters ended on July 31, 2012 and October 31, 2012, permit the Fixed
Charge Coverage Ratio of Urban and its Consolidated Subsidiaries to be less than 2.25 to 1.0; and (ii) as of any fiscal quarter
ended on or after January 31, 2013, permit the Fixed Charge Coverage Ratio of Urban and its Consolidated Subsidiaries to be less
than 2.5 to 1.0.
3. Representations and Warranties. Each Borrower hereby represents and warrants to Lenders, as to themselves and their Subsidiaries, as
follows, as of the Seventh Amendment Effective Date and after giving effect thereto:
(a) Representations. The Borrowers represent and warrant as follows: (i) the representations and warranties set forth in Article VI of
the Credit Agreement are true and correct in all material respects, except for any representation or warranty made as of an earlier date, which representation and
warranty shall remain true and correct as of such earlier date; (ii) there is no Event of
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