0001018840-14-000060 Sample Contracts

INTERCREDITOR AGREEMENT by and between
Intercreditor Agreement • September 5th, 2014 • Abercrombie & Fitch Co /De/ • Retail-family clothing stores • New York

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of August 7, 2014 between WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacity, the “ABL Agent”) for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”) and (ii) any ABL Bank Products Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Products Affiliates and ABL Cash Management Affiliates, together with the ABL Agent and the ABL Lenders, the “ABL Secured Parties”) and WELLS FARGO BANK, NATIONAL ASSOCIATION,

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GUARANTY
Guaranty • September 5th, 2014 • Abercrombie & Fitch Co /De/ • Retail-family clothing stores • New York

WHEREAS, reference is made to that certain Credit Agreement, dated as of August 7, 2014 (as amended, modified, supplemented or restated hereafter, the “Credit Agreement”), by and among (i) Abercrombie & Fitch Management Co., a Delaware corporation (the “Lead Borrower”), (ii) the other Borrowers party thereto, (iii) the Guarantors party thereto, (iv) the Agent, and (v) the Lenders party thereto (the “Lenders”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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TERM LOAN GUARANTY
Term Loan Guaranty • September 5th, 2014 • Abercrombie & Fitch Co /De/ • Retail-family clothing stores • New York

WHEREAS, reference is made to that certain Term Loan Credit Agreement, dated as of August 7, 2014 (as amended, modified, supplemented or restated hereafter, the “Credit Agreement”), by and among (i) Abercrombie & Fitch Management Co., a Delaware corporation (the “Borrower”), (ii) Abercrombie & Fitch Co., a Delaware corporation, as Parent, (iii) the Guarantors party thereto, (iv) the Agent, and (v) the Lenders party thereto (the “Lenders”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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SECURITY AGREEMENT by ABERCROMBIE & FITCH MANAGEMENT CO. as Lead Borrower and THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent Dated as of August 7, 2014
Security Agreement • September 5th, 2014 • Abercrombie & Fitch Co /De/ • Retail-family clothing stores • New York

SECURITY AGREEMENT dated as of August 7, 2014 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation, as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HERETO (together with the Lead Borrower, the “Original Borrowers”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors, in such capacities and tog

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TERM LOAN SECURITY AGREEMENT by
Term Loan Security Agreement • September 5th, 2014 • Abercrombie & Fitch Co /De/ • Retail-family clothing stores • New York
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