AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 4.1

EXECUTION VERSION

AMENDMENT NO. 2
TO CREDIT AGREEMENT

dated as of
June 16, 2009

Among

ABERCROMBIE & FITCH MANAGEMENT CO.
THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO,
as Borrowers,

ABERCROMBIE & FITCH CO.,
as Parent

THE LENDING INSTITUTIONS NAMED HEREIN,
as Lenders,

NATIONAL CITY BANK,
as an LC Issuer, the Swing Line Lender and as a Co-
Lead Arranger and Global Agent

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This Amendment No. 2 to Credit Agreement (this “ Amendment ”) is made as of June 16, 2009, by and among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the “ Company ”), the Foreign Subsidiary Borrowers party hereto (together with the Company, each a “ Borrower ” and collectively, the “ Borrowers ”), ABERCROMBIE & FITCH CO., a Delaware corporation (the “ Parent ”), the lenders party hereto (each a “ Lender ” and collectively, the “ Lenders ”), and NATIONAL CITY BANK, as the Swing Line Lender, an LC Issuer and the global agent (the “ Global Agent) .

RECITALS:

A. The Company, the Parent, the Foreign Subsidiary Borrowers, the Global Agent and the Lenders are parties to the Credit Agreement, dated as of April 15, 2008, as amended by Amendment No. 1 to Credit Agreement, dated December 29, 2008 (as further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

B. The Borrowers, the Global Agent and the Lenders desire to further amend the Credit Agreement as more fully set forth herein.

C. Each capitalized term used herein and not otherwise defined herein shall have the same meaning set forth in the Credit Agreement as amended.

AGREEMENT:

In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Global Agent and the Lenders agree as follows:

1.  New Definitions . The following definitions shall be added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

“ Auction Rate Securities ” means any auction rate securities permitted by clause (f) of the definition of Permitted Investments.

“ Consolidated Capital Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Parent and its Subsidiaries during that period that, in conformity with GAAP, are or are required to be included in the property, plant or equipment reflected in the consolidated balance sheet of the Parent and its Subsidiaries.

“ Fair Value ” means, for each category of Specified Auction Rate Securities, the difference between the applicable amounts identified in the columns labeled “Face Value” and “Temporary Impairment” in the attachment to the certificate delivered to the Global Agent and the Lenders on the Second Amendment Effective Date pursuant to Section 17(b) of the Second Amendment.

“ Ruehl Exit ” means store closings, brand exiting related activities and other discontinued operations or infrastructure downsizing (including, without limitation, store lease buyout, store debranding and related payments and expenses related to severance and related employment matters), in each case directly related to the exit of the Ruehl business and brand.

“ Second Amendment ” means Amendment No. 2 to Credit Agreement, dated the Second Amendment Effective Date, among the Borrowers, the Parent, the Lenders and the Global Agent.

“ Second Amendment Effective Date ” means June 16, 2009.

“ Specified Auction Rate Securities ” means the specific Auction Rate Securities disclosed to the Global Agent and the Lenders on the Second Amendment Effective Date in a certificate delivered pursuant to Section 17(b) of the Second Amendment.

“ Temporary Impairment ” means, for each category of Specified Auction Rate Securities, the applicable amount identified in the column labeled “Temporary Impairment” in the attachment to the certificate delivered to the Global Agent and the Lenders on the Second Amendment Effective Date pursuant to Section 17(b) of the Second Amendment.

2.  Amendments to Section 1.01 to the Credit Agreement. The following definitions contained in Section 1.01 of the Credit Agreement shall be amended and restated in their entirety to read as follows:

“ Applicable Facility Fee Rate ” means for any day:

(i) As of the Second Amendment Effective Date, until changed hereunder in accordance with the provisions set forth in this definition, 50.0 basis points;

(ii) Commencing with the fiscal quarter of the Parent ended on August 1, 2009, and continuing with each fiscal quarter thereafter, the Global Agent shall determine the Applicable Facility Fee Rate in accordance with the following matrix, based on the Leverage Ratio for the most recent determination date:

(iii) For the purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Parent’s fiscal year based upon the Parent’s consolidated financial statements delivered pursuant to Section 6.01 (a) or (b) and (ii) each change in the Applicable Facility Fee Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Global Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Ratio shall be deemed to be in Level V (A) at any time that an Event of Default has occurred and has been continuing for 15 days (or, in the case of any Event of Default under Section 8.01(g), immediately upon such occurrence) and the Global Agent, so notifies the Borrower, and provided further that, immediately following the remedy and/or waiver or cure of the relevant Event of Default, the Leverage Ratio shall be deemed to have been reinstated to the Level which would otherwise be applicable (and the Applicable Facility Fee Rate adjusted accordingly), or (B) subject to the Global Agent’s discretion, if the Parent fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 6.01(a) or (b) during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered. The Global Agent will promptly provide notice of any determination of the Applicable Facility Fee Rate to the Company and the Lenders. Any such determination by the Global Agent shall be conclusive and binding absent manifest error.

“ Applicable Margin ” means, for any day:

(i) As of the Second Amendment Effective Date, until changed hereunder in accordance with the following provisions, 200.0 basis points for Fixed Rate Loans and 100.0 basis points for Base Rate Loans;

(ii) Commencing with the fiscal quarter of the Parent ended on August 1, 2009, and continuing with each fiscal quarter thereafter, the Global Agent shall determine the Applicable Margin in accordance with the following matrix, based on the Leverage Ratio for the most recent determination date:

(iii) For the purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Parent’s fiscal year based upon the Parent’s consolidated financial statements delivered pursuant to Section 6.01(a) or (b) and (ii) each change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Global Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Ratio shall be deemed to be in Level V (A) at any time that an Event of Default has occurred and has been continuing for 15 days (or, in the case of any Event of Default under Section 8.01(g), immediately upon such occurrence) and the Global Agent, so notifies the Borrower, and provided further that, immediately following the remedy and/or waiver or cure of the relevant Event of Default, the Leverage Ratio shall be deemed to have been reinstated to the Level which would otherwise be applicable (and the Applicable Margin adjusted accordingly) or (B) subject to the Global Agent’s discretion, if the Parent fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 6.01(a) or (b) during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered. Any changes in the Applicable Margin shall be determined by the Global Agent in accordance with the provisions set forth in this definition, and the Global Agent will promptly provide notice of such determinations to the Company and the Lenders. Any such determination by the Global Agent shall be conclusive and binding absent manifest error.

“ Consolidated EBITDAR ” means, for any period, Consolidated Net Income for such period; plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Interest Expense, (ii) income and franchise (or similar) tax expense, (iii) depreciation and amortization expense (including impairment of long term store fixed assets), (iv) Minimum Rent (plus contingent store rent plus non-cash rent expense), (v) Non-Cash Compensation Charges, (vi) losses on any Specified Auction Rate Securities, in each case not to exceed the applicable Temporary Impairment for such Specified Auction Rate Securities, (vii) non-cash charges related to the Ruehl Exit in an aggregate amount not to exceed $50,000,000, (viii) non-recurring cash charges in an aggregate amount not to exceed $61,000,000 related to the Ruehl Exit, (ix) additional non-recurring non-cash charges in an amount not to exceed $20,000,000 in the aggregate during any Testing Period, and (x) other non-recurring cash charges in an amount not to exceed $10,000,000 in the aggregate during any Testing Period minus without duplication (A) Interest Income, (B) any benefit received from income, franchise (or similar) tax expense to the extent included in the determination of Consolidated Net Income, (C) gains arising from any Specified Auction Rate Securities, in each case resulting from the excess of the Fair Value thereof and (D) any cash payments made during such period that were deducted in determining Consolidated Net Income and added back in determining Consolidated EBITDAR in a previous Testing Period under clauses (v) or (ix); all as determined in accordance with GAAP on a consolidated basis for the Parent and the Subsidiaries.

“ Coverage Ratio ” means, for the Parent and the Subsidiaries on a consolidated basis as of the end of each Testing Period and as of any time Pro Forma Compliance is required to be demonstrated, the ratio of (a) Consolidated EBITDAR for the relevant Testing Period to (b) the sum of, without duplication, (x) Net Interest Expense, plus (y) scheduled payments of long-term debt as reported in accordance with GAAP, due within twelve months of the date of determination, (but excluding Indebtedness under this Agreement), plus (z) the sum of (i) Minimum Rent and (ii) contingent store rent, in each case for the Testing Period most recently ended.

“ Default Rate ” means, for any day, a rate per annum equal to (i) the Base Rate (or if the Default Rate is being determined in connection with a Canadian Revolving Loan, the Canadian Prime Rate) in effect on such day, plus (ii) the Applicable Margin for Base Rate Loans in effect on such day, plus (iii) 2.00%.

“ Financial Officer ” means the Chief Financial Officer, Chief Operations Officer, the Vice President having authority over financial matters or the Treasurer of the Company and/or the Parent, as applicable.

“ Leverage Ratio ” means for the Parent and the Subsidiaries on a consolidated basis as of the end of each Testing Period and as of any time Pro Forma Compliance is required to be demonstrated, the ratio of (i) Adjusted Total Debt to (ii) Consolidated EBITDAR for the Testing Period most recently ended.

“ Maximum Credit Facility Amount ” means the Dollar Equivalent of $350,000,000, as such amount may be reduced pursuant to Section 2.12 or increased pursuant to Section 2.17.

“ Maximum Foreign Exposure Amount ” means the Dollar Equivalent of $175,000,000, as such amount may be reduced pursuant to Section 2.12.

“ Minimum Rent ” means total store rent expense less contingent store rent less non-cash rent expense, and shall exclude any store lease payments to landlords related to the Ruehl Exit in an aggregate amount not to exceed $55,000,000.

“ Non-Cash Compensation Charge ” means, for any period, non-cash compensation expenses or other non-cash charges arising from the grant of or issuance of stock options, restricted stock, restricted stock units or stock-settled stock appreciation rights in connection with employee plans or other equity compensation arrangements.

“ Revolving Facility LC Commitment Amount ” means (a) with respect to Trade Letters of Credit, $350,000,000 or the Dollar Equivalent thereof in Designated Foreign Currency (as the same may be decreased pursuant to Section 2.12 or as the same may be increased pursuant to Section 2.17), and (b) with respect to Standby Letters of Credit, (i) from January 1, 2009 through December 31, 2009, $117,000,000; (ii) from January 1, 2010 through December 31, 2010, $200,000,000; and (iii) thereafter, $275,000,000.

“ Swing Line Commitment ” means $32,000,000.

“ Total Canadian Commitment ” means the sum of the Canadian Commitments of the Canadian Lenders as the same may be decreased pursuant to the terms of this Agreement. As of the Second Amendment Effective Date, the Total Canadian Commitment is the Dollar Equivalent of $20,000,000.

“ Total Debt ” means at any date, the consolidated total Indebtedness of the Parent and the Subsidiaries as of such date, as determined in accordance with GAAP (excluding from Indebtedness (i) Indebtedness incurred in connection with any FAS 13/98 Transactions and (ii) all obligations, contingent or otherwise, of the Parent and any Subsidiary as an account party under any Trade Letters of Credit but shall include any Indebtedness of the Parent or any Subsidiary under any Standby Letter of Credit (without duplication of any Indebtedness incurred, if any, in the form of any letter of credit or bank guarantee supporting rental obligations of the Parent, the Company or any Subsidiary).

3.  Amendment to Section 1.01 to the Credit Agreement . Clause (f) of the definition of “Permitted Investments” shall be amended and restated in its entirety as follows:

“(f) auction preferred stock and auction rate cer