On January 23, 2013, Abercrombie & Fitch Co. and Abercrombie & Fitch Management Co., a subsidiary of the company, and Abercrombie & Fitch Europe S.A., Abercrombie & Fitch (UK) Limited, AFH Stores UK Limited, AFH Canada Stores Co. and AFH Japan, G.K., indirect subsidiaries of the company, entered into an Amendment No.

2 to Credit Agreement, among A&F Management, as a borrower; the Company, as a guarantor; the Foreign Subsidiary Borrowers, as borrowers; PNC Bank, National Association, as Global Agent, the Swing Line Lender, an LC Issuer and a Lender; JPMorgan Chase Bank, N.A., as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; PNC Bank Canada Branch, as a Canadian Lender; JPMorgan Chase Bank, N.A., Toronto Branch, as a Canadian Lender; Bank of America, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender. The Revolving Credit Facility Amendment amends the Company's Amended and Restated Credit Agreement, dated July 28, 2011 (as previously amended by that certain Amendment No. 1 to Credit Agreement, made as of February 24, 2012, the "A&R Credit Agreement").

In connection with the Revolving Credit Facility Amendment, on January 23, 2013, the Company and A&F Management entered into an Amendment No. 1 to Term Loan Agreement, among A&F Management, as borrower; the company, as a guarantor; PNC Bank, National Association, as Agent and a Lender; JPMorgan Chase Bank, N.A., as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; HSBC Bank USA, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender. The Term Credit Facility Amendment amends the Company's Term Loan Agreement, dated February 24, 2012.

Pursuant to the Revolving Credit Facility Amendment, the A&R Credit Agreement was amended to reflect the following changes, among others: 1. The required minimum level of the Coverage Ratio (as defined in the A&R Credit Agreement) was amended such that the Coverage Ratio shall not be less than 1.75 to 1.00 as of the end of any fiscal quarter of the Company; and 2. The amount of indebtedness permitted under the Term Loan Agreement was reduced from $300,000,000 to $150,000,000. Pursuant to the Term Credit Facility Amendment, the Term Loan Agreement was amended to reflect the following changes, among others: 1. At the request of the Company, the Total Commitments (as defined in the Term Loan Agreement) were reduced from $300,000,000 to $150,000,000; and 2. The required minimum level of the Coverage Ratio (as defined in the Term Loan Agreement) was amended such that the Coverage Ratio shall not be less than 1.75 to 1.00 as of the end of any fiscal quarter of the Company. In connection with the closing of the Revolving Credit Facility Amendment, A&F Management paid an amendment fee of $175,000, representing 0.05% of each Lender's total revolving loan commitment to A&F Management and the Foreign Subsidiary Borrowers.

In connection with the closing of the Term Credit Facility Amendment, A&F Management paid an amendment fee of $75,000, representing 0.05% of each Lender's total term loan commitment to A&F Management, as reduced by the Term Credit Facility Amendment.