Urban Outfitters 2014 Annual Report Download - page 217

amount of $35,000,000, issued pursuant to that certain Existing Credit Agreement (the “Prior Note”). Such Prior Note constituted the restatement, renewal and
modification of that certain Promissory Note dated September 12, 2001 from the Borrowers to Wachovia Bank, NA, in the original principal amount of
$25,000,000 issued pursuant to the Existing Credit Agreement and the amendments thereto (as amended and/or restated from time to time prior to the date
hereof, the “Original Note” and together with the Existing Note, the 2010 Note, the 2009 Note, the 2007 Note, the May 2007 Note, the 2005 Note, the Amended
and Restated Note and the Prior Note, the “Existing Notes”). The execution and delivery of this Seventh Amended and Restated Note shall not in any
circumstances be deemed to have terminated, extinguished, released or discharged the Borrowers’ indebtedness under the Existing Notes, which indebtedness
shall continue under and be governed by this Seventh Amended and Restated Note and the Second Amended and Restated Credit Agreement. This Seventh
Amended and Restated Note shall, for all purposes, be deemed the “Note” in connection with any of the documents executed and delivered in connection with
or pursuant to the Existing Note.
THIS AMENDED AND RESTATED NOTE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
The Borrowers hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Second
Amended and Restated Credit Agreement) notice of any kind with respect to this Seventh Amended and Restated Note.
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