This Joinder Agreement, dated as of May 22,
2009 (as amended, restated or otherwise modified from time to time,
this “ Agreement” ), is between AFH JAPAN, G.K.,
a limited company registered in Japan (the “ Additional
Borrower ”), and National City Bank, as global
administrative agent (the “ Global Agent ”) for
the Lenders under the Credit Agreement (each as defined below).
Capitalized terms used herein and not defined herein have the
respective meanings assigned to such terms in the Credit Agreement
(as defined below).
(1) This Joinder Agreement is entered into
pursuant to Section 5.02(i) of the Credit Agreement, dated as
of April 15, 2008, among Abercrombie & Fitch Management
Co., the Foreign Subsidiary Borrowers party thereto, Abercrombie
& Fitch Co., the lenders party thereto, the Global Agent, J.P.
Morgan Securities, Inc., as the Syndication Agent and each of Fifth
Third Bank and Huntington National Bank as a Documentation Agent
(as amended and as the same may be further amended, restated or
otherwise modified from time to time, the “ Credit
Agreement ”).
(2) The Additional Borrower is a direct or
indirect wholly-owned Subsidiary of the Company, and the Company
and the Additional Borrower desire that the Additional Borrower
become a party to the Credit Agreement as a Foreign Revolving
Facility Borrower thereunder. This Agreement is one of the Loan
Documents referred to in the Credit Agreement.
(3) It is a condition precedent under
Section 5.02(i) of the Credit Agreement that the Additional
Borrower execute and deliver this Agreement prior to the date on
which any Loan may be made to it under the Credit
Agreement.
(4) The Additional Borrower will obtain
benefits from the Credit Agreement and, accordingly, desires to
enter into this Agreement in order to satisfy the condition
described in the preceding paragraph and to induce the Lenders to
make Loans to it under the Credit Agreement.
NOW, THEREFORE, in consideration of the
foregoing and the other benefits accruing to the Additional
Borrower, the receipt and sufficiency of which are hereby
acknowledged, the Additional Borrower covenants and agrees with the
Global Agent and each other Lender as follows:
1. Agreement . The Additional
Borrower hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, it shall become a party to the Credit
Agreement and the other Loan Documents and shall be fully bound by,
and subject to, all of the covenants, terms, obligations
(including, without limitation, all payment obligations) and
conditions of the Credit Agreement and the other Loan Documents
applicable to a Borrower as though originally party thereto as a
Borrower, and the Additional Borrower shall be deemed a
“Borrower” for all purposes of the Credit Agreement
from and after the date hereof; provided,
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