Exhibit 4.11
JOINDER AGREEMENT
This Joinder Agreement, dated as of
May 14, 2008 (as amended, restated or otherwise modified from
time to time, this “ Agreement” ), is between
AFH Canada Stores Co., an unlimited company incorporated under the
laws of Nova Scotia, Canada (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).
RECITALS :
(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 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 Canadian
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.
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 Agreem
