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EXHIBIT 4.3
FIRST AMENDMENT AND WAIVER, dated as of January 26, 2004 (this
"Amendment and Waiver"), to the Credit
Agreement, dated as of November 14, 2002
(as amended, supplemented or otherwise
modified from time to time, the "Credit
Agreement"), among ABERCROMBIE & FITCH
MANAGEMENT CO., a Delaware corporation
(the "Borrower"), ABERCROMBIE & FITCH
CO., a Delaware corporation (the
"Parent"), the several banks and other
financial institutions and entities from
time to time parties thereto (the
"Lenders"), and NATIONAL CITY BANK, as
administrative agent (the "Administrative
Agent").
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to
make certain Loans to the Borrower;
WHEREAS, the Borrower has requested that certain provisions of
the
Credit Agreement be modified in the manner
provided for in this Amendment and
Waiver, and the Required Lenders are
willing to agree to such modifications as
provided for in this Amendment and
Waiver;
WHEREAS, the Borrower has requested that certain provisions of
the
Credit Agreement be waived as set forth
herein, and the Required Lenders agree
to such waivers, in each case pursuant to
the terms and subject to the
conditions set forth herein; and
WHEREAS, the Borrower has informed the Lenders that the Parent
has
engaged in certain open market repurchases
of the Parent's stock prior to the
date hereof (the "Share Repurchase
Transactions").
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not defined
herein
shall have the meanings given to them in
the Credit Agreement, as amended
hereby.
SECTION 2. Amendment to the Credit Agreement. Section 6.07 of
the
Credit Agreement is hereby amended by (i)
deleting the following from clause
(e)(ii):
"that the aggregate number of shares repurchased under this
clause (ii) may not, during the lifetime of this Agreement,
exceed
5,000,000 (adjusted appropriately for stock splits, stock
dividends,
reverse splits, combinations or similar transactions); provided
further"; and
(ii) deleting "for such fiscal year" from clause (e)(ii) and
substituting in lieu thereof the following:
"for the immediately preceding fiscal year".
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SECTION 3. Waiver. The Lenders hereby waive any Default or Event
of
Default arising under the Loan Documents as
a result of the failure of the
Parent and the Borrower to comply with
Section 6.07 of the Credit Agreement in
connection with Share Repurchase
Transactions effected on or prior to the date
hereof; provided that (i) the Borrower, the
Parent and their Subsidiaries do not
effect additional open market repurchases
of common stock of the Parent after
the date hereof and on or prior to January
31, 2004 and (ii) no failure to
comply with Section 6.07 in respect of any
periods after January 31, 2004 is
waived hereby.
SECTION 4. No Other Amendments; Confirmation. Except as
expressly
amended, waived, modified and supplemented
hereby, the provisions of the Credit
Agreement are and shall remain in full
force and effect.
SECTION 5. Representations and Warranties. To induce the other
parties
hereto to enter into this Amendment and
Waiver, the Borrower represents to each
of the Lenders and the Administrative Agent
that:
(i) after giving effect to this Amendment and Waiver, the
representations and warranties of the
Borrower set forth in the Credit Agreement
are true and correct in all material
respects on the date hereof with the same
effect as if made on the Effective Date (as
defined below), except for
representations an
