GUARANTY OF PAYMENT

Exhibit 4.2

CONFORMED VERSION

GUARANTY OF PAYMENT (DOMESTIC CREDIT PARTIES)

     This GUARANTY OF PAYMENT (DOMESTIC CREDIT PARTIES) dated as of April 15, 2008 (this “ Agreement ”), among ABERCROMBIE & FITCH CO., a Delaware corporation (“ Parent ”), each direct and indirect Domestic Subsidiary of Parent other than Abercrombie & Fitch Management Co. (each a “ Domestic Subsidiary ” and, together with Parent and any other Domestic Subsidiaries that become parties hereto as contemplated by Section 26 hereof, referred to herein individually as a “ Guarantor ” and collectively as the “ Guarantors ”), and NATIONAL CITY BANK, as global administrative agent (the “ Global Agent ”) for the lenders (the “ Lenders ”) party to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Abercrombie & Fitch Management Co. (the “ Company ”), the Foreign Subsidiary Borrowers from time to time party thereto, the Global Agent, the Lenders party thereto and the other parties party thereto.

     The Lenders have agreed to make loans to Borrowers in accordance with the terms of the Credit Agreement. The obligations of the Lenders to lend under the Credit Agreement are conditioned on, among other things, the execution and delivery by the Guarantors of a guarantee agreement in the form hereof. The Guarantors acknowledge that they will derive substantial benefits from the extension of credit to Borrowers under the Credit Agreement. As consideration therefor and in order to induce the Lenders to make the Loans (such term and the other capitalized terms used herein and not otherwise defined herein having the meanings assigned to them in the Credit Agreement), the Guarantors are willing to execute and deliver this Agreement. Accordingly, the parties hereto agree as follows:

      SECTION 1. The following terms shall have the meanings specified herein:

     “ Creditor ” means the Global Agent, each LC Issuer, the Lenders (specifically including any Canadian Lending Installation of any Lender) and the Designated Hedge Creditors, and the respective successors and assigns of each of the foregoing.

     “ Designated Hedge Document ” means (i) each Designated Hedge Agreement to which the Parent or any of its Subsidiaries is now or may hereafter become a party, and (ii) each confirmation, transaction statement or other document executed and delivered in connection therewith to which the Parent or any of its Subsidiaries is now or may hereafter become a party.

     “ Designated Hedge Document Obligations ” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing owing by any Designated Hedge Obligor to any Designated Hedge Creditor pursuant to any of the Designated Hedge Documents (including, but not limited to, interest and fees that accrue after the commencement by or against any Designated Hedge Obligor of any insolvency proceeding under Section 362(a) of the Bankruptcy Code, regardless of whether such interest and fees are allowed claims in such proceeding).

     “ Designated Hedge Obligor ” means any Borrower and any Domestic Subsidiary of the Parent that is now or may hereafter become a party to any Designated Hedge Agreement.

     “ Guaranteed Documents ” means (i) the Credit Agreement, the Notes, any Letter of Credit and all other Loan Documents to which any Credit Party or any of its Subsidiaries is now or may hereafter become a party, and (ii) each Designated Hedge Agreement and other Designated Hedge Document to which any Designated Hedge Obligor is now or may hereafter become a party.

     “ Guaranteed Obligations ” means the Obligations and the Designated Hedge Document Obligations.

     “ Guaranteed Party ” means each Borrower, each other Domestic Credit Party and each Designated Hedge Obligor.

     “ Original Currency ” has the meaning provided in Section 19 hereof.

     “ Other Currency ” has the meaning provided in Section 19 hereof.

      SECTION 2. Each of the Guarantors unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety: (i) to the Global Agent, each LC Issuer and the Lenders (specifically including any Canadian Lending Installation of any Lender) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations; and (ii) to each Designated Hedge Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Designated Hedge Document Obligations. Each of the Guarantors further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

      SECTION 3. Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any other Credit Party or any other Person, or against any guaranty of any other Person. The obligations of each of the Guarantors shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to any Guaranteed Obligation under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligation under any agreement or instrument evidencing or relating to any Guaranteed Obligation; (d) any change in the corporate existence, structure or ownership of any Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any Guaranteed Obligation; (e) the existence of any claim, set-off or other rights which such Guarantor may have at any time against any other Credit Party, the Global Agent, any Lender, any Affiliate of any Lender or any other person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Credit Party for any reason of any agreement or instrument evidencing or relating to any Guaranteed Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Credit Party of any of the Guaranteed Obligations; or (g) any other act or omission of any kind by any other Credit Party, the Global Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3, constitute a legal or equitable discharge of such Guarantor’s obligations under this Section 3 other than the irrevocable payment in full of all Guaranteed Obligations.

      SECTION 4. Each of the Guarantors further agrees that its guarantee hereunder is an absolute, unconditional, present and continuing guarantee of payment when due and not of collection and is in no way conditioned or contingent upon any attempt to collect from any Guaranteed Party or any Subsidiary or Affiliate of any Guaranteed Party, or any other action, occurrence or circumstance whatsoever, and waives any right to require that resort be had by the Global Agent or any Lender to any security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of the Global Agent or any Lender in favor of the Borrowers or any other person. In addition to the foregoing, each Guarantor, jointly and severally, unconditionally and irrevocably, guarantees to the Creditors the payment

of any and all Guaranteed Obligations of the Borrowers and each other Guaranteed Party, whether or not due or payable by the obligor thereon, upon the occurrence in respect of such Guaranteed Party or other applicable obligor of any Insolvency Event, and unconditionally and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Global Agent, for the benefit of the Creditors, on demand, in such currency and otherwise in such manner as is provided in the Guaranteed Documents governing such Guaranteed Obligations. As a separate, additional and continuing obligation, each Guarantor unconditionally and irrevocably undertakes and agrees, for the benefit of the Creditors, that, should any amounts constituting Guaranteed Obligations not be recoverable from any Borrower or any other Guaranteed Party for any reason whatsoever (including, without limitation, by reason of any provision of any Guaranteed Document or any other agreement or instrument executed in connection therewith being or becoming, at any time, voidable, void, unenforceable, or otherwise invalid under any applicable law), then notwithstanding any notice or knowledge thereof by the Global Agent, any other Creditor, any of their respective Affiliates, or any other Person, each Guarantor, jointly and severally, as sole, original and independent obligor, upon demand by the Global Agent, will make payment to the Global Agent, for the account of the Creditors, of all such obligations not so recoverable by way of full indemnity, in such currency and otherwise in such manner as is provided in the Guaranteed Documents. Each Guarantor understands, agrees and confirms that the Global Agent, on behalf of the Creditors, may enforce this Agreement up to the full amount of the Guaranteed Obligations against any Guarantor without proceeding against any other Guarantor, any Guaranteed Party or any other Person.

      SECTION 5. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Global Agent or any Lender to assert any claim or demand or to enforce any remedy under any Loan Document, any guarantee or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of the Borrowers or any Guarantor as a matter of law or equity (other than the indefeasible payment in full of all the Guaranteed Obligations).

      SECTION 6. Each of the Guarantors further agrees that its guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by the Global Agent or any Lender upon the bankruptcy or reorganization of the Borrowers, any other Guarantor or otherwise.

      SECTION 7. In furtherance of the foregoing and not in limitation of any other right which the Global Agent or any Lender has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrowers to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each of the Guarantors hereby promises to and will, upon receipt of written demand by the Global Agent, forthwith pay, or cause to be paid, to the Global Agent for distribution to the Lenders, if and as appropriate, in cash the amount of such unpaid Guaranteed Obligation. Notwithstanding any payment or payments made by a Guarantor hereunder or any setoff or application of funds of a Guarantor by the Global Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Global Agent or any Lender against the Borrowers or any guarantee or right of offset held for the payment of the Guaranteed Obligations (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise), nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrowers in respect of payments made by such Guarantor hereunder, until all amounts owing to the Global Agent or any Lender by the Borrowers on

account of the Guaranteed Obligations are paid in full and the Commitments are terminated. If any amount shall erroneously be paid to any Guarantor on account of such subrogation, contribution, reimbursement, indemnity and similar rights, such amount shall be held in trust for the benefit of the Lenders and shall forthwith be paid to the Global Agent to be credited and applied to the payment of the Guaranteed Obligations. Any term or provision of this Agreement to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by that Guarantor without rendering this Agreement, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

      SECTION 8. Each of the Guarantors represents and warrants that: (a) it is duly organized, validly existing and in good standing under the law