Promissory Note - Abercrombie & Fitch Co. and Michael S. Jeffries
REPLACEMENT
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PROMISSORY NOTE
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$4,953,832.52 January 1, 2002
FOR VALUE RECEIVED, the undersigned, Michael S. Jeffries, promises to
pay to the order of Abercrombie & Fitch Co., a Delaware corporation, the
principal sum of Four Million, Nine Hundred Fifty-Three Thousand, Eight Hundred
Thirty-Two and 52/100 Dollars ($4,953,832.52), without interest. Said principal
and all accrued interest thereon, if any (see below), shall be payable in full
on December 31, 2002. Notwithstanding anything contained herein to the contrary,
if Abercrombie & Fitch Co. does not record net sales of at least $1,156,100,000
during the period from February 3, 2002 through November 30, 2002, the principal
due and owing under this Note shall bear interest from the date hereof at the
rate of four and one-half percent (4.5%) per annum.
The undersigned reserves the privilege of prepaying all or a portion
of the principal balance hereof at any time without penalty.
All persons now or hereafter liable for the principal amount due on
this Note or any part hereof do expressly waive presentment for payment, notice
of dishonor, protest and notice of protest and agree that the time for the
payment of this Note may be extended without releasing or otherwise affecting
their liability on this Note, or any other security agreements or guarantees, if
any, securing this Note.
This Note was signed at New Albany, Ohio and shall be construed in
accordance with and governed by the provisions of the laws of the State of Ohio.
Any failure of Abercrombie & Fitch Co. or the legal holder hereof to exercise
any option herein provided upon default shall not constitute a waiver of the
right to exercise such option in the event of any continuing or subsequent
default. The undersigned hereby agrees that the maturity of all or any part of
the indebtedness evidenced hereby may be postponed or extended without prejudice
to his liability on this Promissory Note.
If any provision of this Note is illegal, or hereafter rendered
illegal, or is for any other reason void, voidable or otherwise unenforceable or
invalid, or hereafter rendered void, voidable or otherwise unenforceable or
invalid, the remainder of this Note shall not be affected by, but shall be
construed as if it does not contain such provision.
This Replacement Note constitutes a replacement of, and substitute
for, the Replacement Promissory Note, dated as of May 18, 2001, executed by the
undersigned and payable to the order of Abercrombie & Fitch Co. in the principal
amount of Four Million, Eight Hundred Seventeen Thousand, One Hundred Forty-Six
Dollars ($4,817,146.00) (the "Replacement Note").
Upon the undersigned's execution of this Replacement Note, Abercrombie
& Fitch Co. shall mark the Replacement Note "Cancelled".
/s/ MICHAEL S. JEFFRIES
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Michael S. Jeffries