AMERICAN EAGLE OUTFITTERS INC

EX-10.1 · aeo-ex10_1.htm

EX-10.1
 2
 aeo-ex10_1.htm
 EX-10.1

 Exhibit 10.1

  
 AMENDMENT NO. 2
 This AMENDMENT NO. 2 (this “ Amendment ”) is made as of June 4, 2026, by and among:
 AMERICAN EAGLE OUTFITTERS, INC., a Delaware corporation (the “ U.S. Borrower ”);
 AMERICAN EAGLE OUTFITTERS CANADA CORPORATION, an unlimited liability company formed under the laws of Nova Scotia (the “ Canadian Borrower ” and, together with the U.S. Borrower, the “ Borrowers ”);
 each of the other Loan Parties referred to on the signature pages hereof (collectively, with the Borrowers, the “ Loan Parties ”);
 PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “ Agent ”) for the Secured Parties; and
 the Lenders referred to on the signature pages hereof.
 WITNESSETH:
 A. Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 24, 2022 (as amended by that certain Amendment No. 1, dated as of May 22, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”), by and among (i) the Borrowers, (ii) the other Loan Parties from time to time party thereto, (iii) the Lenders from time to time party thereto and (iv) the Agent.

 B. Section 9.02(b) of the Existing Credit Agreement permits certain amendments of the Existing Credit Agreement with the consent of the Borrowers, the Agent and the applicable Lenders set forth therein.

 C. The Borrower, the Agent and the Lenders party hereto (which constitute 100% of the Lenders immediately prior to the Amendment No. 2 Effective Date (as defined below)) have agreed to (a) extend the Maturity Date to the date that is the fifth anniversary of the Amendment No. 2 Effective Date and (b) make certain amendments and modifications to the Existing Credit Agreement, in each case, as set forth herein.

 NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 Article I.

 Amendment of the Existing Credit Agreement.
 Section 1.01 Defined Terms . Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Existing Credit Agreement, as amended by this Amendment (the “ Amended Credit Agreement ”).

  

  

 Section 1.02 Amendment of the Existing Credit Agreement . Subject to the satisfaction of the conditions precedent specified in Article 2 below, the Existing Credit Agreement is hereby amended effective as of the Amendment No. 2 Effective Date to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages attached as Annex I hereto.

 Article II.

 Conditions to Effectiveness.
 Section 2.01 Conditions Precedent to Effectiveness . This Amendment shall be effective when each of the following conditions shall be satisfied (the date of such effectiveness, the “ Amendment No. 2 Effective Date ”):

 (a) the Agent shall have received each of the following, each of which shall be originals, telecopies, other electronic image scan transmission (e.g., “pdf” or “tif” via electronic mail) or electronic signatures subject to Section 9.06 of the Amended Credit Agreement unless otherwise specified or permitted by the Amended Credit Agreement:

 (i) this Amendment, duly executed by the Borrowers, the Loan Parties, the Agent and each of the Lenders;

 (ii) a certificate of each Loan Party, dated as of the Amendment No. 2 Effective Date and executed by a Secretary, Assistant Secretary or other Responsible Officer of such Loan Party, which shall (x) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (y) identify by name and title and bear the signatures of the Responsible Officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (z) contain appropriate attachments, including the certificate or articles of incorporation, formation or organization (or the equivalent thereof) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws, limited liability company, limited partnership, operating, management or partnership agreement (or the equivalent thereof), and a good standing certificate for each Loan Party (to the extent such concept is applicable in each relevant jurisdiction) from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction;

 (iii) a certificate, signed by a Responsible Officer of the Borrower Representative, dated as of the Amendment No. 2 Effective Date and stating that, as of the Amendment No. 2 Effective Date, (a) no Default or Event of Default has occurred and is continuing and (b) the representations and warranties contained in Article 3 below are true and correct as of such date;

 (iv) a solvency certificate, dated as of the Amendment No. 2 Effective Date, from a Financial Officer of the U.S. Borrower;

 (v) a written opinion of (a) K&L Gates LLP, counsel to the Loan Parties, and (b) each of Osler, Hoskin & Harcourt LLP and McInnes Cooper, Canadian counsel to the Canadian Loan Parties, in each case addressed to the Agent, the Issuing Bank and the Lenders and in form and substance reasonably satisfactory to the Agent and its counsel;

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 (vi) to the extent requested by the Agent from the Borrower Representative at least five (5) Business Days prior to the Amendment No. 2 Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Proceeds of Crime Act, for each Loan Party, and, to the extent requested by any Lender or the Agent from the Borrower Representative at least five (5) Business Days prior to the Amendment No. 2 Effective Date, each Borrower, to the extent qualifying as a “legal entity customer” under the Beneficial Ownership Regulation, shall deliver to each such Lender or Agent a Beneficial Ownership Certification at least three (3) Business Days prior to the Amendment No. 2 Effective Date;

 (vii) a “Life-of-Loan” flood hazard determination for each real property encumbered by a Mortgage and, for each such real property on which improvements are located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Company and (ii) evidence of insurance required by Section 5.10(b) of the Amended Credit Agreement; and

 (b) all reasonable and documented out-of-pocket expenses incurred by the Agent in connection with the preparation and negotiation of this Amendment (including the reasonable and documented fees and expenses of counsel to the Agent) that have been invoiced at least two Business Days prior to the Amendment No. 2 Effective Date shall have been paid in full by the Borrowers as and to the extent required to be paid by, and in accordance with, the terms of Section 9.03 of the Amended Credit Agreement.

 Article III.

 REPRESENTATIONS AND WARRANTIES.
 Section 3.01 On and as of the Amendment No. 2 Effective Date, after giving effect to this Amendment, each Loan Party represents and warrants as follows:

 (a) The representations and warranties of such Loan Party set forth in the Amended Credit Agreement and each other Loan Document are true and correct in all material respects with the same effect as though made on and as of the Amendment No. 2 Effective Date (except that (A) any representation or warranty which by its terms is made as of a specified date are true and correct in all material respects only as of such specified date, and (B) any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).

 (b) No Default or Event of Default has occurred and is continuing as of the Amendment No. 2 Effective Date.

 (c) This Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 Article IV.

 Miscellaneous.
 Section 4.01 This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together

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 shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf, electronic signature or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

 Section 4.02 This Amendment (together with the attachment hereto) constitutes the entire contract among the parties hereto relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

 Section 4.03 Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

 Section 4.04 This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York, without giving effect to the conflicts of laws principles thereof.

 Section 4.05 Reaffirmation .

 (a) The Amended Credit Agreement and the other Loan Documents, after giving effect to this Amendment, shall be and remain in full force and effect in accordance with their terms as amended hereby and hereby are ratified and confirmed in all respects.

 (b) Subject to Section 9.21 , Article X and Article XI of the Amended Credit Agreement:

 (i) Each U.S. Loan Party hereto hereby expressly acknowledges as of the Amendment No. 2 Effective Date, (a) all of its obligations under the U.S. Security Agreements and the other Collateral Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (b) its prior grant of Liens and security interests pursuant to the U.S. Security Agreements and the other Collateral Documents to which it is a party are reaffirmed and all such Liens and security interests shall remain and continue in full force and effect after giving effect to this Amendment, to secure the Secured Obligations; (c) the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, and (d) the Amendment and the Amended Credit Agreement shall not be construed as, or be intended to be construed as, a novation of any of the Loan Documents to which it is a party or serve to effect a novation of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which instruments shall remain and continue in full force and effect.

 Each Canadian Loan Party hereto hereby expressly acknowledges as of the Amendment No. 2 Effective Date, (a) all of its obligations under the Canadian Security Agreements and the other Collateral Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (b) its prior grant of Liens and security interests pursuant to the

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 Canadian Security Agreements and the other Collateral Documents to which it is a party are reaffirmed and all such Liens and security interests shall remain and continue in full force and effect after giving effect to this Amendment, to secure the Canadian Secured Obligations; (c) the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, and (d) the Amendment and the Amended Credit Agreement shall not be construed as, or be intended to be construed as, a novation of any of the Loan Documents to which it is a party or serve to effect a novation of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which instruments shall remain and continue in full force and effect.
 (c) Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of the Obligations of the Loan Parties under the Amended Credit Agreement and the other Loan Documents as and to the extent set forth in such Collateral Documents; provided that none of the Canadian Loan Parties, nor any other Foreign Subsidiary, nor any Subsidiary of the Company that is a CFC Holdco, shall guarantee or pledge any assets as Collateral for any obligations (including principal, interest, fees, penalties, premiums, expenses, charges, reimbursements, indemnities or any other U.S. Obligations) in respect of any U.S. Loan Party or any other Domestic Subsidiary under the Loan Documents or any document with respect to Banking Services Obligations or Swap Agreement Obligations or any other agreement executed and/or delivered in connection with any of the foregoing that are not, with respect to Canadian Loan Parties only, also Canadian Secured Obligations; provided that, for the avoidance of doubt, the U.S. Loan Parties shall be jointly and severally liable for the U.S. Obligations and the Canadian Obligations.

 (d) To the extent applicable, each Loan Party hereby acknowledges, confirms and agrees that any financing statements, fixture filings, control agreements or other instruments similar in effect to the foregoing under applicable law covering all or any part of the Collateral previously filed, recorded or delivered in favor of the Administrative Agent under the Loan Documents are in full force and effect as of the date hereof.

  
 Section 4.06 Post-Closing Requirements . Within ninety (90) days after the Amendment No. 2 Effective Date (or such later date as the Agent may agree in its reasonable discretion), with respect to each real property encumbered by a Mortgage, the Agent shall have received the following, in each case in form and substance reasonably acceptable to the Agent:

 (a) Written confirmation (which may be in the form of email correspondence) provided to the Agent from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that:

  
 (i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and

  
 (ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by this

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 Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or

  
 (b) with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Agent:

  
 (i) a fully executed (i) amendment to each existing Mortgage (each a “ Mortgage Amendment ”) and (ii) amendment to each existing assignment of leases and rents (each an “ ALR Amendment ”), each in form and substance reasonably satisfactory to the Agent;

  
 (ii) fully-paid ALTA date down endorsements (each a “ Title Endorsement ” and, collectively, the “ Title Endorsements ”) to the existing title insurance policies, each in form and substance reasonably satisfactory to the Agent;

  
 (iii) all documents reasonably required by the title company in connection with the issuance of the Title Endorsements; and

  
 (iv) all other state-specific documents reasonably requested by the Agent, including, without limitation, any tax affidavits or other mortgage tax documents.

  
 [Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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 IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered by its proper and duly authorized officer as of the date first above written.
 BORROWERS :
 AMERICAN EAGLE OUTFITTERS, INC.
  
 By: /s/ Michael A. Mathias
Name:	Michael A. Mathias
Title:	Executive Vice President – Chief Financial
	Officer

AMERICAN EAGLE OUTFITTERS CANADA
CORPORATION/CORPORATION DE VETEMENTS SPORT AMERICAN EAGLE CANADA
  
 By: /s/ James Keefer
Name:	James Keefer
Title:	President
  

 [Signature Page to Amendment No. 2]

  

 OTHER LOAN PARTIES :

AE ADMIN SERVICES CO LLC
 AE DIRECT CO. LLC
 AE HOLDINGS CO.
 AE OUTFITTERS RETAIL CO.
 AE RETAIL WEST LLC
 AEO MANAGEMENT CO.
 AEO REALTY CO LLC
 BLUE STAR IMPORTS, L.P.
 BSI IMPORTS COMPANY, LLC
 LINMAR REALTY COMPANY II LLC
 RETAIL DISTRIBUTION EAST LLC
 RETAIL DISTRIBUTION WEST LLC
  
  
 By: /s/ Bethany Beal
Name:	Bethany Beal
Title:	Treasurer
  

 [Signature Page to Amendment No. 2]

  

 AE NORTH HOLDINGS CO.
  
  
 By: /s/ James Keefer
Name:	James Keefer
Title:	President

 [Signature Page to Amendment No. 2]

  

 AEO EMPLOYMENT SERVICES CO. LLC
  
 By: AE Outfitters Retail Co., its sole member
  
  
 By: /s/ Bethany Beal
 Name:	Bethany Beal
Title:	Treasurer
  
  

 [Signature Page to Amendment No. 2]

  

 AE REGIONAL DISTRIBUTION CO., LLC
 RETAIL ROYALTY COMPANY
  
  
 By: /s/ Sarah Clarke
Name:	Sarah Clarke
Title:	President

 [Signature Page to Amendment No. 2]

  

 TODD SNYDER, INC.
  
 By: /s/ James Keefer
Name:	James Keefer
Title:	Vice President
  

 [Signature Page to Amendment No. 2]

  

 AGENT :
 PNC BANK, NATIONAL ASSOCIATION ,
as Administrative Agent
  
 By: /s/ Heath Hayes
Name: Heath Hayes
Title: SVP
 LENDERS :
 PNC BANK, NATIONAL ASSOCIATION ,
as a Lender
  
 By: /s/ Heath Hayes
Name: Heath Hayes
Title: SVP

 [Signature Page to Amendment No. 2]
  

  

 THE HUNTINGTON NATIONAL BANK ,
as a Lender
  
 By: /s/ Patricia Scudder
Name: Patricia Scudder
Title: Vice President

 [Signature Page to Amendment No. 2]
  

  

 BANK OF AMERICA, N.A. ,
as a Lender
  
 By: /s/ Joseph Burt
Name: Joseph Burt
Title: Senior Vice President

 [Signature Page to Amendment No. 2]
  

  

 BANK OF AMERICA, N.A., CANADA BRANCH ,
as a Lender
  
 By: /s/ Davood Ashrafi
Name: Davood Ashrafi
Title: Assistant Vice President

 [Signature Page to Amendment No. 2]
  

  

 JPMORGAN CHASE BANK, N.A. ,
as a Lender
  
 By: /s/ Tim Steen
Name: Tim Steen
Title: Vice President
  
 JPMORGAN CHASE BANK, N.A., TORONTO BRANCH ,
as a Lender
  
 By: /s/ Jeffrey Coleman
Name: Jeffrey Coleman
Title: Executive Director

 [Signature Page to Amendment No. 2]
  

  

 ROYAL BANK OF CANADA ,
as a Lender
  
 By: /s/ Dan Mascioli
Name: Dan Mascioli
 Title: Senior Director, Corporate Client Group- Asset Based Lending

 [Signature Page to Amendment No. 2]
  

  

 HSBC BANK USA, NA ,
as a Lender
  
 By: /s/ Phillip Vallillo
 Name: Phillip Vallillo
 Title: VP – Credit Manager

 [Signature Page to Amendment No. 2]
  

  

 TD BANK, N.A. ,
as a Lender
  
 By: /s/ Jennifer Visconti
 Name: Jennifer Visconti
 Title: Vice President
  

  
  
  

  

 [Signature Page to Amendment No. 2]
  

  

 Annex I
 AMENDED CREDIT AGREEMENT
 (see attached)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

  
  

 EXHIBIT A
 DEAL: 02553NAC0
REVOLVER: 02553NAD8

  
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 dated as of June 24, 2022
 as amended by Amendment No. 1, dated as of May 22, 2024 and
 as amended by Amendment No. 2, dated as of June 4, 2026
 among
 AMERICAN EAGLE OUTFITTERS, INC.,
as the U.S. Borrower
 AMERICAN EAGLE OUTFITTERS CANADA CORPORATION,
as the Canadian Borrower
 The other LOAN PARTIES party hereto
 The LENDERS party hereto
 and
 PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
 and
 PNC CAPITAL MARKETS LLC,
 HUNTINGTON NATIONAL BANK,
 BOFA SECURITIES, INC.,
 JP MORGAN CHASE BANK, N.A.,
as Joint Bookrunners & Joint Lead Arrangers
 and
 HUNTINGTON NATIONAL BANK,
 BOFA SECURITIES, INC.,
 JP MORGAN CHASE BANK, N.A.,
as Co-Syndication Agents
 and
 RBC CAPITAL MARKETS, LLC,
 HSBC SECURITIES (USA) INC.,
as Co-Documentation Agents
  

  

  

 TABLE OF CONTENTS
 Page
 Article I. DEFINITIONS	1
 Section 1.01 Defined Terms	1
 Section 1.02 Terms Generally; GAAP	64
 Section 1.03 [Reserved]	65
 Section 1.04 Status of Obligations	65
 Section 1.05 Timing of Payment or Performance	65
 Section 1.06 Times of Day	65
 Section 1.07 Classification of Loans and Borrowings	65
 Section 1.08 Exchange Rates; Currency Equivalents	65
 Section 1.09 Limited Condition Transactions; Certain Calculations and Tests 65 66
 Section 1.10 Benchmark Replacement Notification	67
 Section 1.11 Status of Obligations	67
 Article II. THE CREDITS 67 68
 Section 2.01 Commitments 67 68
 Section 2.02 Loans and Borrowings	68
 Section 2.03 Requests for Borrowings	69
 Section 2.04 Protective Advances	69
 Section 2.05 Swingline Loans and Overadvances	70
 Section 2.06 Letters of Credit	71
 Section 2.07 Funding of Borrowings 77 78
 Section 2.08 Interest Elections	78
 Section 2.09 Termination and Reduction of Commitments; Increase in Commitments	79
 Section 2.10 Repayment and Amortization of Loans; Evidence of Debt	81
 Section 2.11 Prepayment of Loans	82
 Section 2.12 Fees	82
 Section 2.13 Interest	83
 Section 2.14 Rate Unascertainable; Increased Costs; Deposits Not Available; Illegality; Benchmark Replacement Setting	84
 Section 2.15 Increased Costs	89
 Section 2.16 Break Funding Payments	90
 Section 2.17 Withholding of Taxes; Gross-Up	90
 Section 2.18 Payments Generally; Allocation of Proceeds; Sharing of Set-offs	93
 Section 2.19 Mitigation Obligations; Replacement of Lenders 95 96
 Section 2.20 Defaulting Lenders	96
 Section 2.21 Returned Payments 97 98
 Section 2.22 Banking Services and Swap Agreements	98
 Article III.	98
 REPRESENTATIONS AND WARRANTIES	98
 Section 3.01 Organization; Powers	98
 Section 3.02 Authorization; Enforceability	98
 Section 3.03 Governmental Approvals; No Conflicts	98
 Section 3.04 Financial Condition; No Material Adverse Change	99
 Section 3.05 Properties	99
 Section 3.06 Litigation and Environmental Matters	99
 Section 3.07 Compliance with Laws and Agreements; No Default	100
 Section 3.08 Investment Company Status	100

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 Page

 Section 3.09 Taxes	100
 Section 3.10 ERISA; Labor Matters; Canadian Pension Plans and Canadian Benefit Plans	100
 Section 3.11 Disclosure	101
 Section 3.12 [Reserved]	101
 Section 3.13 Solvency	101
 Section 3.14 Insurance	102
 Section 3.15 Capitalization and Subsidiaries	102
 Section 3.16 Security Interest in Collateral	102
 Section 3.17 Federal Reserve Regulations	103
 Section 3.18 [Reserved]	103
 Section 3.19 Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions	103
 Section 3.20 Common Enterprise	103
 Section 3.21 Credit Card Agreements 103 104
 Section 3.22 EEA Financial Institutions	104
 Section 3.23 Plan Assets	104
 Article IV. CONDITIONS	104
 Section 4.01 [Reserved]	104
 Section 4.02 Each Credit Event	104
 Article V. AFFIRMATIVE COVENANTS 104 105
 Section 5.01 Financial Statements; Borrowing Base and Other Information 104 105
 Section 5.02 Notices of Material Events	107
 Section 5.03 Existence; Conduct of Business	108
 Section 5.04 Payment of Taxes	108
 Section 5.05 Maintenance of Properties	108
 Section 5.06 Books and Records; Inspection Rights 108 109
 Section 5.07 Compliance with Laws	109
 Section 5.08 Use of Proceeds	109
 Section 5.09 [Reserved] 109 110
 Section 5.10 Insurance 109 110
 Section 5.11 Appraisals 110 111
 Section 5.12 Depository Banks; Withdrawals from Borrowing Base Deposit Accounts; Control Agreements	111
 Section 5.13 Additional Collateral; Further Assurances 111 112
 Section 5.14 Designation of Subsidiaries	112
 Section 5.15 [Reserved]	112
 Section 5.16 Canadian Pension Plans and Canadian Benefit Plans	112
 Section 5.17 Transactions with Affiliates 112 113
 Section 5.18 Existence	114
 Section 5.19 Post-Closing Covenants	114
 Article VI. NEGATIVE COVENANTS	114
 Section 6.01 Indebtedness	114
 Section 6.02 Liens 117 118
 Section 6.03 [Reserved]	122
 Section 6.04 Investments, Loans and Advances	122
 Section 6.05 Mergers, Consolidations and Sales of Assets and Acquisitions	125
 Section 6.06 Restricted Payments	127
 Section 6.07 Junior Debt Restricted Payments	130
 Section 6.08 Restrictions on Subsidiary Distributions and Negative Pledge Clauses	130
 Section 6.09 Asset Sales 131 132

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 Page

 Section 6.10 Fixed Charge Coverage Ratio 133 134
 Section 6.11 Canadian Pension Plans 133 134
 Article VII. EVENTS OF DEFAULT	134
 Article VIII. THE ADMINISTRATIVE AGENT 136 137
 Section 8.01 Appointment 136 137
 Section 8.02 Rights as a Lender	137
 Section 8.03 Duties and Obligations	137
 Section 8.04 Reliance	138
 Section 8.05 Actions through Sub-Agents	138
 Section 8.06 Resignation	138
 Section 8.07 Non-Reliance	139
 Section 8.08 Other Agency Titles 139 140
 Section 8.09 Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	140
 Section 8.10 Flood Laws	140
 Section 8.11 No Reliance on Administrative Agent’s Customer Identification Program	140
 Section 8.12 Erroneous Payments 140 141
 Article IX. MISCELLANEOUS	142
 Section 9.01 Notices	142
 Section 9.02 Waivers; Amendments	144
 Section 9.03 Expenses; Indemnity; Damage Waiver	147
 Section 9.04 Successors and Assigns	149
 Section 9.05 Survival	152
 Section 9.06 Counterparts; Integration; Effectiveness; Electronic Execution	152
 Section 9.07 Severability	153
 Section 9.08 Right of Setoff	153
 Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process	153
 Section 9.10 WAIVER OF JURY TRIAL 153 154
 Section 9.11 Headings	154
 Section 9.12 Confidentiality	154
 Section 9.13 Several Obligations; Nonreliance; Violation of Law	155
 Section 9.14 USA PATRIOT Act	155
 Section 9.15 Canadian Anti-Money Laundering Legislation	155
 Section 9.16 Disclosure 155 156
 Section 9.17 Appointment for Perfection 155 156
 Section 9.18 Interest Rate Limitation	156
 Section 9.19 No Advisory or Fiduciary Responsibility	156
 Section 9.20 Authorization to Distribute Certain Materials to Public-Siders	156
 Section 9.21 Obligations of Foreign Subsidiaries 156 157
 Section 9.22 Judgment Currency	157
 Section 9.23 Waiver of Immunity	157
 Section 9.24 Process Agent	157
 Section 9.25 Termination and Release of Collateral 157 158
 Section 9.26 Publicity	160
 Section 9.27 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 160 161
 Section 9.28 Certain ERISA Matters	161
 Section 9.29 Amendment and Restatement	162
 Section 9.30 Intercreditor Agreements	162
 Section 9.31 Acknowledgement Regarding Any Supported QFCs	162

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 Page

 Article X. U.S. GUARANTY	163
 Section 10.01 Guaranty	163
 Section 10.02 Guaranty of Payment	163
 Section 10.03 No Discharge or Diminishment of Loan Guaranty	163
 Section 10.04 Defenses Waived	164
 Section 10.05 Rights of Subrogation	164
 Section 10.06 Reinstatement; Stay of Acceleration 164 165
 Section 10.07 Information	165
 Section 10.08 [Reserved]	165
 Section 10.09 [Reserved]	165
 Section 10.10 Maximum Liability	165
 Section 10.11 Contribution	165
 Section 10.12 Liability Cumulative 165 166
 Section 10.13 Keepwell	166
 Article XI. CANADIAN GUARANTY	166
 Section 11.01 Guaranty	166
 Section 11.02 Guarantee of Payment	166
 Section 11.03 No Discharge or Diminishment of Canadian Guaranty 166 167
 Section 11.04 Defenses Waived	167
 Section 11.05 Rights of Subrogation 167 168
 Section 11.06 Reinstatement; Stay of Acceleration 167 168
 Section 11.07 Information	168
 Section 11.08 Maximum Canadian Liability	168
 Section 11.09 Contribution	168
 Section 11.10 Liability Cumulative	169
 Article XII. THE BORROWER REPRESENTATIVE	169
 Section 12.01 Appointment; Nature of Relationship	169
 Section 12.02 Powers	169
 Section 12.03 Employment of Agents	169
 Section 12.04 Notices	169
 Section 12.05 Successor Borrower Representative 169 170
 Section 12.06 Execution of Loan Documents; Borrowing Base Certificate 169 170
 Section 12.07 Reporting	170
  

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 SCHEDULES:
 Commitment Schedule
 Schedule 1.01(a)	–	Eligible Real Property
 Schedule 1.01(b)	–	Existing Letters of Credit
 Schedule 1.01(g)	–	Eligible Real Property Deliverables and Performance
 Schedule 3.06	–	Disclosed Matters
 Schedule 3.10	–	Canadian Benefit Plans and Canadian Pension Plans
 Schedule 3.14	–	Insurance
 Schedule 3.15	–	Capitalization and Subsidiaries
 Schedule 5.17	–	Transactions with Affiliates
 Schedule 5.19	–	Post-Closing Matters
 Schedule 6.01	–	Existing Indebtedness
 Schedule 6.02	–	Existing Liens
 Schedule 6.04	–	Existing Investments
 Schedule 9.01	–	Foreign Currency Notice Address
 EXHIBITS:
 Exhibit A	–	Form of Assignment and Assumption
 Exhibit B	–	Form of Borrowing Base Certificate
 Exhibit C	–	Form of Borrowing Request
 Exhibit D	–	Form of Compliance Certificate
 Exhibit E	–	Form of Interest Election Request
 Exhibit F	–	Joinder Agreement
 Exhibit G-1	–	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit G-2	–	U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit G-3	–	U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit G-4	–	U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
 Exhibit H	–	Form of Intercompany Subordination Agreement
  
  

 - v -

  

  
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 24, 2022, among AMERICAN EAGLE OUTFITTERS, INC., a Delaware corporation (the “ U.S. Borrower ” or the “ Company ”), AMERICAN EAGLE OUTFITTERS CANADA CORPORATION, an unlimited liability company formed under the laws of Nova Scotia (the “ Canadian Borrower ”), the other Loan Parties party hereto, the Lenders party hereto, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.
 WITNESSETH:
 WHEREAS, the Company, certain other Borrowers, certain Guarantors, the Lenders, and the Administrative Agent are party to that certain Amended and Restated Credit Agreement dated as of January 30, 2019 (as amended, modified and supplemented from time to time prior to the Restatement Effective Date, the “ Existing Credit Agreement ”), pursuant to which, among other things, the Lenders agreed to provide a revolving credit facility to such Borrowers on the terms and conditions set forth therein;
 WHEREAS, as of the Restatement Effective Date, immediately prior to the effectiveness of the Restatement Agreement, (x) Revolving Loans in an aggregate principal amount of $115,000,000 were outstanding (the “ Existing Revolving A Loans ”), which bear interest as of the Restatement Effective Date in an amount per annum equal to 2.195000% (which represents the LIBOR Rate plus the Applicable Rate for LIBOR Rate Loans (each as defined in the Existing Credit Agreement)) (the “ Existing Interest Rate A ”) with an one-month Interest Period ending on July 1, 2022 (the “ Existing Interest Period A Termination Date ” and such Interest Period, the “ Existing Interest Period A ”) and (y) Revolving Loans in an aggregate principal amount of $125,000,000 were outstanding (the “ Existing Revolving B Loans ” and, together with the Existing Revolving A Loans, the “ Existing Revolving Loans ”), which bear interest as of the Restatement Effective Date in an amount per annum equal to 2.285000% (which represents the LIBOR Rate plus the Applicable Rate for LIBOR Rate Loans (each as defined in the Existing Credit Agreement)) (the “ Existing Interest Rate B ”) with an one-month Interest Period ending on July 8, 2022 (the “ Existing Interest Period B Termination Date ” and such Interest Period, the “ Existing Interest Period B ”). The Existing Revolving Loans shall remain outstanding upon effectiveness of the Restatement Agreement.
 WHEREAS, the parties hereto desire to amend and restate the Existing Credit Agreement in its entirety as set forth herein.
 The parties hereto agree as follows:
 Article V.
DEFINITIONS

 Section 5.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

 “ ABL Intercreditor Agreement ” shall mean an ABL/Term Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent among the Administrative Agent, the administrative or collateral agent under the Fixed Asset Priority Indebtedness (if any) and the Loan Parties.
 “ ABL Priority Collateral ” has the meaning assigned to such term in the definition of “Permitted Debt”.
 “ ABR Borrowing ” means a Borrowing comprised of ABR Loans.
 “ ABR Loan ” means a Loan that bears interest based on the Alternate Base Rate.
 “ Account ” means an “Account” as defined in Article 9 of the UCC or the PPSA, as applicable.
 “ Account Debtor ” means any Person that is or may become obligated to any Loan Party under, with respect to or on account of an Account or Credit Card Account.

  

  

 “ Acquired EBITDA ” means, with respect to any Pro Forma Entity for any period, the amount for such period of Adjusted Consolidated EBITDA of such Pro Forma Entity (determined as if references to the U.S. Borrower and the Subsidiaries in the definition of the term “Adjusted Consolidated EBITDA” were references to such Pro Forma Entity and its Subsidiaries which will become Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity.
 “ Acquired Entity or Business ” has the meaning assigned to such term in the definition of “Adjusted Consolidated EBITDA.”
 “ Adjusted Consolidated EBITDA ” means, for any period, the Consolidated Net Income for such period, plus :
 (a)	without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:
 (i)	total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or such derivative instruments, and bank and letter of credit fees and costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated Interest Expense”,
 (ii)	provision for Taxes based on income, profits, revenue or capital, including federal, foreign, state, local and provincial income, franchise and similar Taxes and foreign withholding Taxes paid or accrued during such period (including in respect of repatriated funds) including penalties and interest related to such Taxes or arising from any Tax examinations and (without duplication) any payments to a Parent Entity pursuant to Section 6.06 in respect of such Taxes,
 (iii)	depreciation and amortization (including amortization of Capitalized Software Expenditures, internal labor costs and amortization of deferred financing fees and accelerated and other deferred financing costs, OID or other costs),
 (iv)	other non-cash charges (other than any accrual in respect of bonuses) ( provided , in each case, that if any non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the U.S. Borrower may elect not to add back such non-cash charges in the current period and (B) to the extent the U.S. Borrower elects to add back such non-cash charges in the current period, the cash payment in respect thereof in such future period shall be subtracted from Adjusted Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period),
 (v)	the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back in such period to Consolidated Net Income) excluding cash distributions in respect thereof,
 (vi)	(A) [reserved], (B) the amount of monitoring, consulting and advisory fees, indemnities and related expenses paid or accrued in such period to (or on behalf of) any holder of Equity Interests of any Parent Entity (including any termination fees payable in connection with the early termination of management and monitoring agreements), (C) the amount of payments made to option, phantom equity or profits interest holders of any Parent Entity in connection with, or as a result of, any distribution being made to shareholders of such person or its direct or indirect parent companies, which payments are being made to compensate such option, phantom equity or profits interest holders as though they were shareholders at the time of, and entitled to share in, such distribution, including any cash consideration for any repurchase of equity, in each case to

  

  

 the extent permitted in the Loan Documents and (D) the amount of fees, expenses and indemnities paid or accrued to directors, including of any Parent Entity, in the case of clauses (B) – (D) , attributable to such Parent Entities’ ownership of the U.S. Borrower,
 (vii)	[reserved],
 (viii)	cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in the calculation of Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Adjusted Consolidated EBITDA pursuant to paragraph (c) below for any previous period and not added back,
 (ix)	any costs or expenses incurred by the U.S. Borrower or any Subsidiary pursuant to any management equity plan or stock option or phantom equity plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are non-cash or otherwise funded with cash proceeds contributed to the capital of the U.S. Borrower or Net Proceeds of an issuance of Equity Interests of the U.S. Borrower (other than Disqualified Stock),
 (x)	any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature,
 (xi)	any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of any expenses,
 (xii)	severance, relocation costs, integration and facilities’ or offices’ opening costs, start-up costs and other business optimization expenses (including related to new product introductions and other strategic or cost saving initiatives and any costs or expenses related or attributable to the commencement of a New Project and including any related employee hiring or retention costs), restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions consummated prior to or after the Closing Date and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses and other executive recruiting and retention costs,
 (xiii)	the amount of any loss or pre-opening expenses attributable to a New Project, until the date that is 12 months after the date of completing the construction, acquisition, assembling or creation of such New Project, as the case may be; provided that (A) such losses or pre-opening expenses are reasonably quantifiable and factually supportable and (B) losses or pre-opening expenses attributable to such New Project after 12 months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall not be included in this subclause,
 (xiv)	[reserved],
 (xv)	transition costs, costs related to closure/consolidation of facilities or offices, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities and charges resulting from changes in estimates, valuations and judgments thereof),
 (xvi)	any expenses reimbursed in cash during such period by non-Affiliate third parties (other than the U.S. Borrower or any of its Subsidiaries),

  

  

 (xvii)	[reserved],
 (xviii)	(A) unrealized or realized foreign exchange losses resulting from the impact of foreign currency changes and (B) losses due to fluctuations in currency values and related tax effects, and
 (xix)	other add backs and adjustments, at the election of the U.S. Borrower, reflected in a quality of earnings report provided by a “big four” accounting firm or a nationally recognized accounting firm (or any other accounting firm reasonably acceptable to the Administrative Agent) with respect to any Permitted Acquisition or other Investment;
 plus
 (b)	without duplication, the amount of “run rate” cost savings, operating expense reductions and cost synergies related to any Specified Transaction and any transaction in connection therewith, any restructuring, cost saving initiative or other initiative projected by the U.S. Borrower in good faith to be realized as a result of actions that have been taken or initiated or are expected to be taken or initiated (in the good faith determination of the U.S. Borrower) within 24 months after the relevant transaction, including any of the foregoing in connection with, or incurred by or on behalf of, any joint venture of the U.S. Borrower or any of the Subsidiaries (whether accounted for on the financial statements of any such joint venture or the U.S. Borrower) (collectively, “ Projected Savings ”) (which Projected Savings shall be added to Adjusted Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such Projected Savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions; provided that (A) such Projected Savings are reasonably quantifiable and factually supportable, (B) no Projected Savings shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges relating to such Projected Savings above (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken) and (C) the share of any Projected Savings with respect to a joint venture that are to be allocated to the U.S. Borrower or any Subsidiaries shall not exceed the total amount thereof for any such joint venture multiplied by the percentage of income of such venture expected to be included in Adjusted Consolidated EBITDA for the relevant Test Period; provided that such Projected Savings shall not exceed 20% of Adjusted Consolidated EBITDA for the relevant Test Period (calculated prior to giving effect to such capped adjustments);
 less
 (c)	without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:
 (i)	non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Adjusted Consolidated EBITDA in any prior period),
 (ii)	the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-Wholly Owned Subsidiary added (and not deducted in such period from Consolidated Net Income), and
 (iii)	(A) unrealized or realized foreign exchange gains resulting from the impact of foreign currency changes and (B) gains due to fluctuations in currency values and related tax effects,
 (iv)	in each case, as determined on a consolidated basis for the U.S. Borrower and the Subsidiaries in accordance with GAAP; provided that,

  

  

 (I)	there shall be included in determining Adjusted Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any person, property, business or asset acquired by the U.S. Borrower or any Subsidiary during such period (other than any Unrestricted Subsidiary) whether such acquisition occurred before or after the Closing Date to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related person, property, business or assets to the extent not so acquired) (each such person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Closing Date, and not subsequently so disposed of, an “ Acquired Entity or Business ”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “ Converted Restricted Subsidiary ”), in each case based on the Acquired EBITDA of such pro forma entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis, and
 (II)	there shall be excluded in determining Adjusted Consolidated EBITDA for any period the Disposed EBITDA of any person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the U.S. Borrower or any Subsidiary during such period (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of, abandon, transfer, close or discontinue such operations, at the U.S. Borrower’s election only when and to the extent such operations are actually disposed of) (each such person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “ Sold Entity or Business ”), and the Disposed EBITDA of any Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “ Converted Unrestricted Subsidiary ”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis.
 “ Administrative Agent ” means PNC Bank, National Association, in its capacity as administrative agent hereunder and under the other Loan Documents, and including any of its Affiliates (including, without limitation, PNC Bank, Canada Branch) performing any of the functions of the Administrative Agent at any time, and their successors in such capacity as provided in Article VIII .
 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person.
 “ Affiliate Transaction ” has the meaning assigned to such term in Section 5.17 .
 “ Aggregate Borrowing Base ” means, as of any date of determination, an amount equal to (a) the U.S. Borrowing Base as of such date plus (b) the lesser of (i) the Canadian Sublimit and (ii) the Canadian Borrowing Base as of such date.
 “ Aggregate Canadian Revolving Exposure ” means, at any time, the aggregate Canadian Revolving Exposure of all the Lenders at such time.
 “ Aggregate Commitments ” means, at any time, the aggregate Commitments of all Lenders.
 “ Aggregate Credit Exposure ” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.

  

  

 “ Aggregate U.S. Revolving Exposure ” means, at any time, the aggregate U.S. Revolving Exposure of all the Lenders at such time.
 “ Agreement ” means this Amended and Restated Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.
 “ Alternate Base Rate ” means, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) Daily Simple SOFR, plus 1.00%, so long as Daily Simple SOFR is offered, ascertainable and not unlawful; provided , however , if the Alternate Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. Any change in the Alternate Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding anything to the contrary contained herein, in the case of any event specified in Section 2.14(a) or Section 2.14(d) , to the extent any such determination affects the calculation of Alternate Base Rate, the definition hereof shall be calculated without reference to clause (iii) above until the circumstances giving rise to such event no longer exist.
 “ Amendment No. 1 ” means Amendment No. 1, dated as of May 22, 2024, among the Borrowers and the Administrative Agent.
 “ Amendment No. 1 Effective Date ” means May 22, 2024, the date on which all conditions precedent set forth in Section 2.1 of Amendment No. 1 are satisfied.
 “Amendment No. 2” means Amendment No. 2, dated as of June 4, 2026, among the Borrowers, the Lenders party thereto and the Administrative Agent.
 “Amendment No. 2 Effective Date” means June 4, 2026, the date on which all conditions precedent set forth in Section 2.1 of Amendment No. 2 are satisfied.
 “ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption , including, but not limited to, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and the UK Bribery Act of 2010 .
 “ Anti-Money Laundering Laws ” means applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.
 “ Applicable Percentage ” means, with respect to any Lender, a percentage equal to a fraction the numerator of which is such Lender’s Commitment and the denominator of which is the Aggregate Commitments provided that, if the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Credit Exposure at that time); provided that, in accordance with Section 2.20 , so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations in this definition.
 “ Applicable Rate ” means, for any day, with respect to any Loan, (i) the applicable rate per annum set forth below under the caption “ABR/Canadian Prime Rate Margin” or “Term SOFR/Term CORRA Margin,” as the case may be, based upon the daily average Gross Availability (the “ Average Gross Availability ”) for the fiscal quarter of the Company ending on the most recent Determination Date (as defined below) , plus (ii) (x) in the case of Term SOFR Loans, the SOFR Adjustment and (y) in the case of Term CORRA Loans, the Term CORRA Adjustment :

  

  

 Level

 Average Gross Availability

 Term SOFR/
Term CORRA Margin

 ABR/
Canadian Prime Rate Margin

 I

 ≥ 66% of the Aggregate Commitments

 1.125 1.250 %

 0.125 0.250 %

 II

 < 66% of the Aggregate Commitments but &#x2265; 33% of the Aggregate Commitments

 1.250 1.375 %

 0.250 0.375 %

 III

 < 33% of the Aggregate Commitments

 1.375 1.500 %

 0.375 0.500 %

  
 For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Company (each, a &#x201c; Determination Date &#x201d;) based upon the Borrowing Base Certificate(s) most recently delivered on or prior to such Determination Date and (b) each change in the Applicable Rate resulting from a change in the Average Gross Availability shall be effective during the period commencing on and including each Determination Date and ending on the date immediately preceding the effective date of the next such Determination Date; provided that if the Borrowers shall fail to deliver a Borrowing Base Certificate that was required to be delivered prior to any such Determination Date as and when due, at the option of the Administrative Agent or at the request of the Required Lenders, Average Gross Availability shall be deemed to be in Level III during the period from the expiration of the time for delivery thereof until the date on which such Borrowing Base Certificate is delivered (and thereafter the Level otherwise determined in accordance with this definition shall apply).
 If any Borrowing Base Certificate shall prove to have been inaccurate (regardless of whether any Commitments are in effect or any amounts are outstanding hereunder when such inaccuracy is discovered), and such inaccuracy shall have resulted in the payment or accrual of any interest or fees at rates lower than those that would have been paid or accrued for any period, then the applicable Borrowers shall pay to the Administrative Agent promptly upon written demand, for distribution to the Lenders or Issuing Banks (or former Lenders or Issuing Banks) as their interests may appear, the interest and fees that would have accrued and would have been required to be paid but were not accrued or paid as a result of such inaccuracy. Notwithstanding anything to the contrary in this Agreement, any additional interest hereunder shall not be due and payable until written demand is made for such payment pursuant to this paragraph and accordingly, any nonpayment of such interest as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue default interest pursuant to Section 2.13(g) , at any time prior to the date that is five (5) Business Days following such written demand.
 &#x201c; Applicable Trigger Amount &#x201d; means, with respect to any test of Availability hereunder by reference to the Applicable Trigger Amount at a specified Level, the following:

 Level

  

 Maximum Credit Amount

 Floor

 I

 Greater of:

 10.0% of the Maximum Credit Amount

 $35,000,000
  
  

 II

 Greater of:

 12.5% of the Maximum Credit Amount

 $43,750,000

 III

 Greater of:

 15.0% of the Maximum Credit Amount

 $52,500,000

  
  
 &#x201c; Appraisals and Field Examinations &#x201d; has the meaning assigned to such term in Section 5.11 .

  

  

 &#x201c; Approved Bank &#x201d; has the meaning assigned to such term in clause (b) of the definition of &#x201c;Permitted Investments.&#x201d;
 &#x201c; Approved Foreign Bank &#x201d; has the meaning assigned to such term in clause (i) of the definition of &#x201c;Permitted Investments.&#x201d;
 &#x201c; Approved Fund &#x201d; has the meaning assigned to such term in Section 9.04(b) .
 &#x201c; Assignment and Assumption &#x201d; means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04 ), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
 &#x201c; Availability &#x201d; means, at any time, an amount equal to the lesser of (a) the Aggregate Commitments minus the Aggregate Credit Exposure, and (b) the sum of (i) an amount equal to (A) the U.S. Borrowing Base minus (B) the Aggregate U.S. Revolving Exposure minus (C) the Canadian Over-Usage Amount, plus (ii) an amount not less than zero but otherwise equal to (A) the lesser of (1) the Canadian Borrowing Base and (2) the Canadian Sublimit, minus (B) the Aggregate Canadian Revolving Exposure.
 &#x201c; Attributable Receivables Indebtedness &#x201d; means the principal amount of Indebtedness owed in connection with the transfer, sale and/or pledge of receivables pursuant to a receivables facility (other than any Indebtedness that is subordinated in right of payment to the Revolving Credit Facility) which (i) if such receivables facility is structured as a secured lending agreement or other similar agreement, constitutes the principal amount of such Indebtedness or (ii) if such receivables facility is structured as a purchase agreement or other similar agreement, would be outstanding (in the reasonable judgment of the Borrower Representative) at such time under such receivables facility if the same were structured as a secured lending agreement rather than a purchase agreement or such other similar agreement.
  
 &#x201c; Availability Period &#x201d; means the period from and including the Restatement Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.
 &#x201c; Available Commitment &#x201d; means, at any time, the Aggregate Commitments minus the Aggregate Credit Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).
 &#x201c; Bail-In Action &#x201d; means the exercise of any Write-down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 &#x201c; Bail-In Legislation&#x201d; means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 &#x201c; Banking Services &#x201d; means each and any of the following bank services provided to any Loan Party or its Subsidiaries by a Qualified Counterparty: (v) credit cards for commercial customers (including, without limitation, &#x201c;commercial credit cards&#x201d; and purchasing cards), (w) stored value cards, (x) merchant processing services, (y) treasury, depository and cash management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services), and (z) foreign exchange and currency management services.
 &#x201c; Banking Services Obligations &#x201d; means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

  

  

 &#x201c; Banking Services/Swap Reserves &#x201d; means, in respect of a specified Banking Service Obligation or Swap Agreement Obligation, all reserves, if any, (x) that the Borrower Representative and the applicable Qualified Counterparty providing such Banking Service Obligation or Swap Agreement Obligation agree shall be established with respect thereto, to the extent the Administrative Agent receives a written notice of such Banking Service Obligations or Swap Agreement Obligations in accordance with Section 2.22 specifying the amount of such agreed reserves or (y) in the case of Banking Services Obligations or Swap Agreement Obligations owing to the Administrative Agent or an Affiliate of the Administrative Agent, as the Borrower Representative and the Administrative Agent or such Affiliate of the Administrative Agent, as applicable, that is the applicable provider of such Banking Services Obligation or Swap Agreement Obligation agree shall be established with respect thereto.
 &#x201c; Bankruptcy Code &#x201d; means title 11 of the United States Code, as amended.
 &#x201c; Bankruptcy Event &#x201d; means, with respect to any Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, monitor, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
 &#x201c; Beneficial Owner &#x201d; means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes, to whom such Tax relates.
 &#x201c; Beneficial Ownership Certification &#x201d; means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
 &#x201c; Beneficial Ownership Regulation &#x201d; means 31 C.F.R. § 1010.230.
 &#x201c; Benefit Plan &#x201d; means any of (a) an &#x201c;employee benefit plan&#x201d; (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a &#x201c;plan&#x201d; as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such &#x201c;employee benefit plan&#x201d; or &#x201c;plan.&#x201d;
 &#x201c; BIA &#x201d; means the Bankruptcy and Insolvency Act (Canada), as amended.
 &#x201c; Billing Statement &#x201d; has the meaning assigned to such term in Section 2.18(g) .
 &#x201c; Board &#x201d; means the Board of Governors of the Federal Reserve System of the U.S.
 &#x201c; Board of Directors &#x201d; means, as to any person, the board of directors, the board of managers, the sole manager or other governing body of such person.
 &#x201c; Borrower &#x201d; or &#x201c; Borrowers &#x201d; means, individually or collectively, the U.S. Borrower and the Canadian Borrower.
 &#x201c; Borrower Representative &#x201d; has the meaning assigned to such term in Section 12.01 .
 &#x201c; Borrowing &#x201d; means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Term SOFR Loans and Term CORRA Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.

  

  

 &#x201c; Borrowing Base &#x201d; means, individually and collectively as the context may require, the U.S. Borrowing Base and the Canadian Borrowing Base.
 &#x201c; Borrowing Base Certificate &#x201d; means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit B (with such changes thereto as may be required by the Administrative Agent in its Permitted Discretion from time to time to reflect the components of and reserves against the Borrowing Base as provided for hereunder) or another form that is acceptable to the Administrative Agent in its Permitted Discretion.
 &#x201c; Borrowing Base Deposit Account &#x201d; has the meaning set forth in the definition of &#x201c;Eligible Cash/Cash Equivalents.&#x201d;
 &#x201c; Borrowing Base Reporting Date &#x201d; means (i) during any period in which Availability is less than twelve and one half percent (12.5%) of the Maximum Credit Amount for five (5) consecutive days (such date, the &#x201c; Weekly Reporting Trigger &#x201d;), within four (4) Business Days after the end of each calendar week (beginning from and after the end of the calendar week immediately following the Weekly Reporting Trigger), (ii) during any period in which clause (i) does not apply but Availability is less than fifty percent (50%) of the Maximum Credit Amount for five (5) consecutive days (such date, the &#x201c; Monthly Reporting Trigger &#x201d;), within fifteen (15) Business Days after each such fiscal month of the Company (beginning from and after the end of the fiscal month immediately following the Weekly Reporting Trigger), and (iii) during any period in which neither clause (i) nor (ii) applies, fifteen (15) Business Days after each of the end of each fiscal quarter of the Company.
 &#x201c; Borrowing Request &#x201d; means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03 , which shall be, in the case of any such written request, in the form of Exhibit C or any other form approved by the Administrative Agent.
 &#x201c; Business Day &#x201d; means any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania (or, if otherwise, the state where the Administrative Agent&#x2019;s lending office is located); provided that (a) when used in connection with a Term SOFR Loan or Daily Simple SOFR Loan, the term &#x201c;Business Day&#x201d; means any such day that is also a U.S. Government Securities Business Day and (b) when used in connection with a Term CORRA Loan, an ABR Loan to a Canadian Borrower or a Canadian Prime Rate Loan (including any Swingline Loan denominated in Canadian Dollars), the term &#x201c;Business Day&#x201d; shall also exclude any day on which banks are authorized or required by law to remain closed in Toronto.
 &#x201c; Canada &#x201d; means the country of Canada and any province or territory thereof.
 &#x201c; Canadian Banking Day &#x201d; means any day on which banks are open for business in Toronto, Ontario.
 &#x201c; Canadian Benefit Plan &#x201d; means any material plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including such medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Loan Party or any Subsidiary of any Loan Party has any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans and excluding any stock option or share purchase plan that is an employee benefit plan that is required to be registered under any applicable Canadian federal or provincial employee benefit legislation, whether or not registered under any such laws, which is, or has been, maintained or contributed to by, or to which there is or may be an obligation to contribute by, a Loan Party or Subsidiary operating in Canada in respect of any Person&#x2019;s employment in Canada with such Loan Party or Subsidiary.
 &#x201c; Canadian Blocked Person &#x201d; means any Person that is a &#x201c;politically exposed foreign person&#x201d; or &#x201c;terrorist group&#x201d; or similar person whose property or interests in property are blocked or subject to blocking pursuant to, or as described in, any Canadian Economic Sanctions and Export Control Laws.
 &#x201c; Canadian Borrower &#x201d; means American Eagle Outfitters Canada Corporation, an unlimited liability company formed under the laws of Nova Scotia.

  

  

 &#x201c; Canadian Borrowing &#x201d; means a Borrowing by the Canadian Borrower.
 &#x201c; Canadian Borrowing Base &#x201d; means, at any time, the sum of:
 (a)	at the election of the Borrower Representative or as otherwise provided pursuant to Section 2.20(c)(ii) , the amount of Eligible Cash/Cash Equivalents of the Canadian Loan Parties at such time; plus
 (b)	the product of (i) 85% multiplied by (ii) the Eligible Trade Accounts of the Canadian Loan Parties at such time, plus
 (c)	the product of (i) 90% multiplied by (ii) the Eligible Credit Card Accounts of the Canadian Loan Parties at such time, plus
 (d)	the product of 90% (which shall be increased to 92.5% during a Seasonal Advance Period) multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered and received by the Administrative Agent multiplied by the Canadian Loan Parties&#x2019; Eligible Inventory (other than Eligible LC Inventory and Eligible In-Transit Inventory) at such time, valued at the lower of average cost or market, determined utilizing the retail method, as appropriate, or such other method approved in writing by the Administrative Agent at the request of the Borrower Representative (the amount resulting from the foregoing calculation, the &#x201c; Canadian Inventory Availability &#x201d;), plus
 (e)	the lesser of (i) ten percent (10%) of Canadian Inventory Availability or (ii) (1) the product of 90% (which shall be increased to 92.5% during a Seasonal Advance Period) multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered and received by the Administrative Agent multiplied by the Canadian Loan Parties&#x2019; Eligible In-Transit Inventory and Eligible LC Inventory at such time, valued at the lower of average cost or market, determined utilizing the retail method, as appropriate, or such other method approved in writing by the Administrative Agent at the request of the Borrower Representative minus (2) Reserves for in-transit delivery, minus
 (f)	applicable Reserves.
 Subject to the provisions hereof expressly permitting the Administrative Agent to adjust Reserves, the Canadian Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 2.1(ii) of the Restatement Agreement or Section 5.01(g) , as applicable.
 &#x201c; Canadian Collateral &#x201d; means any and all property of any Canadian Loan Party covered by the Collateral Documents and any and all other property of any Canadian Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent to secure the Canadian Secured Obligations.
 &#x201c; Canadian Defined Benefit Plan &#x201d; means a Canadian Pension Plan, which contains a &#x201c;defined benefit provision,&#x201d; as defined in subsection 147.1(1) of the ITA.
 &#x201c; Canadian Dollars &#x201d; and &#x201c; Cdn$ &#x201d; mean dollars in the lawful currency of Canada.
 &#x201c; Canadian Economic Sanctions and Export Control Laws &#x201d; means any Canadian laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures.
 &#x201c; Canadian Guaranteed Obligation &#x201d; has the meaning assigned to such term in Section 11.01 .

  

  

 &#x201c; Canadian Guarantor &#x201d; means each Subsidiary of the Canadian Borrower that is listed on the signature pages to the Existing Credit Agreement as a Canadian Guarantor or that becomes a party hereto as a Canadian Guarantor pursuant to Section 5.13 , in each case, until such Subsidiary&#x2019;s Canadian Guaranty is released in accordance herewith.
 &#x201c; Canadian Guaranty &#x201d; means Article XI of this Agreement.
 &#x201c; Canadian Loan Parties &#x201d; means, individually and collectively as the context may require, the Canadian Borrower and the Canadian Guarantors.
 &#x201c; Canadian Loans &#x201d; means, individually and collectively as the context may require, the Canadian Revolving Loans and the Canadian Swingline Loans.
 &#x201c; Canadian MEPP &#x201d; means any plan that is a multi-employer pension plan as defined under the applicable pension standards legislation.
 &#x201c; Canadian Obligated Party &#x201d; has the meaning set forth in Section 11.02 .
 &#x201c; Canadian Obligations &#x201d; means all unpaid principal of and accrued and unpaid interest on the Canadian Loans to the Canadian Borrower, all accrued and unpaid fees and all expenses, reimbursements (including pursuant to Section 2.06(a) ), indemnities and other obligations of the Canadian Loan Parties arising under the Loan Documents (including guarantee obligations and interest, costs, fees and other amounts accruing during the pendency of any proceeding under any Insolvency Laws, regardless of whether allowed or allowable in such proceeding).
 &#x201c; Canadian Overadvance &#x201d; means any Overadvance made to or for the benefit of the Canadian Borrower.
 &#x201c; Canadian Over-Usage Amount &#x201d; means, as of any date of determination, an amount not less than zero but otherwise equal to the amount (if any) by which the Aggregate Canadian Revolving Exposure on such date exceeds the Canadian Borrowing Base as of such date.
 &#x201c; Canadian Pension Plans &#x201d; means any plan, program or arrangement that is a pension plan that is required to be registered under any applicable Canadian federal or provincial pension legislation, whether or not registered under any such laws, which is, or has been, maintained or contributed to by, or to which there is or may be an obligation to contribute by, a Loan Party or Subsidiary operating in Canada in respect of any Person&#x2019;s employment in Canada with such Loan Party or Subsidiary, other than any Canadian MEPP or plans established by statute, which shall include the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained by the Province of Quebec.
 &#x201c; Canadian Prime Rate &#x201d; means on any day, the greater of (a) the annual rate of interest announced from time to time by PNC Bank, Canada Branch as being its reference rate then in effect for determining interest rates on Canadian Dollar-denominated commercial loans made by it in Canada and which it refers to as its prime rate (or its equivalent or analogous rate) and (b) the yearly rate of interest to which the Term CORRA Rate for a one-month term in effect from time to time is equivalent plus 1.00% per annum.
 &#x201c; Canadian Prime Rate Borrowing &#x201d; means a Borrowing denominated in Canadian Dollars comprised of Canadian Prime Rate Loans.
 &#x201c; Canadian Prime Rate Loan &#x201d; means a Loan denominated in Canadian Dollars that bears interest based on the Canadian Prime Rate.
 &#x201c; Canadian Protective Advance &#x201d; means a Protective Advance made to, on behalf of or in respect of the Canadian Borrower.

  

  

 &#x201c; Canadian Revolving Exposure &#x201d; means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lender&#x2019;s Canadian Revolving Loans and Canadian Swingline Exposure at such time, plus (b) an amount equal to its Applicable Percentage of the aggregate principal amount of Canadian Overadvances and Canadian Protective Advances outstanding at such time.
 &#x201c; Canadian Revolving Loan &#x201d; means a Revolving Loan made by the Lenders to the Canadian Borrower.
 &#x201c; Canadian Secured Obligations &#x201d; means all Canadian Obligations together with all (a) Banking Services Obligations of the Canadian Loan Parties owing to one or more Qualified Counterparties and (b) Swap Agreement Obligations of the Canadian Loan Parties owing to one or more Qualified Counterparties; provided that Excluded Swap Obligations with respect to any Loan Party shall not be Canadian Secured Obligations of such Loan Party.
 &#x201c; Canadian Security Agreements &#x201d; means each of the Amended and Restated Canadian Security Agreement, dated as of January 30, 2019, among the Canadian Loan Parties and the Administrative Agent, the Deed of Hypothec, dated as of January 30, 2019, between American Eagle Outfitters Canada Corporation and the Administrative Agent, in its capacity as hypothecary representative for the Secured Parties, and, as the context requires, any other pledge or security agreement or deed of hypothec entered into, after the Closing Date by any other Canadian Loan Party (as required by this Agreement or any other Loan Document), as the same may be amended, restated, supplemented or otherwise modified from time to time.
 &#x201c; Canadian Sublimit &#x201d; means $60,000,000.
 &#x201c; Canadian Subsidiary &#x201d; means any Subsidiary of the Company that has been formed or is organized under the laws of Canada or any province or territory thereof.
 &#x201c; Canadian Swingline Exposure &#x201d; means, at any time, the aggregate Dollar Amount of all outstanding Canadian Swingline Loans at such time. The Canadian Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Canadian Swingline Exposure at such time.
 &#x201c; Canadian Swingline Loan &#x201d; means a Swingline Loan made to the Canadian Borrower.
 &#x201c; Capital Expenditures &#x201d; means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP.
 &#x201c; Capitalized Lease Obligations &#x201d; means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on the balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that all obligations that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on December 31, 2018 (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capitalized Lease Obligation) for purposes of this Agreement regardless of any change in GAAP following December 31, 2018 (or any change in the implementation in GAAP for future periods that are contemplated as of December 31, 2018) that would otherwise require such obligation to be recharacterized as a Capitalized Lease Obligation.
 &#x201c; Capitalized Software Expenditures &#x201d; means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the U.S. Borrower and the Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the U.S. Borrower and the Subsidiaries.
 &#x201c; Cash Collateralize &#x201d; has the meaning assigned to such term in Section 2.06(j) . Derivatives of such term have corresponding meanings.

  

  

 &#x201c; Cash Equivalents &#x201d; means:
 (a)	direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. or Canada (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S. or Canada), in each case maturing within two years from the date of acquisition thereof;
 (b)	investments in commercial paper maturing within two hundred and seventy (270) days from the date of acquisition thereof each having, at such date of acquisition, a rating of at least A-2 or P-2 from either S&P or Moody&#x2019;s (or, if at any time neither S&P nor Moody&#x2019;s shall be rating such obligations, then the highest rating from such other nationally recognized rating services acceptable to the Administrative Agent);
 (c)	investments in certificates of deposit, bankers&#x2019; acceptances and time deposits maturing within ninety (90) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the U.S., Canada or any State or province thereof which has a combined capital and surplus and undivided profits of not less than $250,000,000;
 (d)	repurchase agreements for securities described in clause (a) above and entered into with any Lender or any commercial bank satisfying the criteria described in clause (c) above;
 (e)	money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody&#x2019;s and (iii) have portfolio assets of at least $5,000,000,000;
 (f)	marketable direct obligations issued by any state of the U.S., or by the Canadian federal government, or any province, commonwealth or territory of Canada, or any political subdivision of any such state, province, commonwealth or territory or any public instrumentality thereof, in each case maturing within two years after the date of acquisition thereof and, at the time of acquisition, in each case having the highest rate obtainable from either S&P or Moody&#x2019;s (or, if at any time neither S&P nor Moody&#x2019;s shall be rating such obligations, then the highest rating from such other nationally recognized rating services acceptable to the Administrative Agent), and in the case of any Foreign Subsidiary, other short-term investments that are (i) analogous to the foregoing, (ii) comparable credit quality and (iii) customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes;
 (g)	overnight investments with any Lender or any commercial bank satisfying the criteria described in clause (c) above; and
 (h)	other readily marketable instruments issued or sold by any Lender or any commercial bank satisfying the criteria described in clause (c) above.
 &#x201c; Casualty &#x201d; means any material loss or damage to the Collateral resulting from fire, vandalism, malicious mischief or any other casualty or physical harm.
 &#x201c; Casualty Event &#x201d; means any event that gives rise to the receipt by a Loan Party or any Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.
  
 &#x201c; CCAA &#x201d; means the Companies&#x2019; Creditors Arrangement Act (Canada), as amended.
 &#x201c; CFC &#x201d; means a Subsidiary of the U.S. Borrower that is a &#x201c;controlled foreign corporation&#x201d; within the meaning of Section 957 of the Code.

  

  

 &#x201c; CFC Holdco &#x201d; means any Domestic Subsidiary with no material assets other than equity interests (or equity interests and Indebtedness) of one or more Foreign Subsidiaries or equity interests (or equity interests and Indebtedness) of one or more other CFC Holdcos.
 &#x201c; Change in Control &#x201d; means the acquisition of beneficial ownership by any person or group of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the U.S. Borrower.
 For purposes of this definition, including other defined terms used herein in connection with this definition and notwithstanding anything to the contrary in this definition or any provision of Section 13d-3 of the Exchange Act, (i) &#x201c;beneficial ownership&#x201d; shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act as in effect on the Closing Date, (ii) the phrase person or group is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or group or its subsidiaries and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, (iii) person or group shall not be deemed to beneficially own Equity Interests to be acquired by such person or group pursuant to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Equity Interests in connection with the transactions contemplated by such agreement unless such person or group has the right to control the voting of such Equity Interests before the consummation of such acquisition of the Equity Interests and (iv) a person or group will not be deemed to beneficially own the Equity Interests of another person as a result of its ownership of Equity Interests or other securities of such other person&#x2019;s parent (or related contractual rights) unless it owns 50% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of such person&#x2019;s parent.
 &#x201c; Change in Law &#x201d; means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b) , by any lending office of such Lender or by such Lender&#x2019;s or the Issuing Bank&#x2019;s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a &#x201c;Change in Law,&#x201d; regardless of the date enacted, adopted, issued or implemented.
 &#x201c; Charges &#x201d; has the meaning assigned to such term in Section 9.17 .
 &#x201c; CIP Regulations &#x201d; has the meaning assigned to such term in Section 8.11 .
 &#x201c; Class ,&#x201d; when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are U.S. Revolving Loans or Canadian Revolving Loans.
 &#x201c; Closing Date &#x201d; and &#x201c; Effective Date &#x201d; mean January 30, 2019.
 &#x201c; Code &#x201d; means the Internal Revenue Code of 1986, as amended from time to time.
 &#x201c; Collateral &#x201d; means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the U.S. Secured Obligations or the Canadian Secured Obligations.

  

  

 &#x201c; Collateral Access Agreement &#x201d; has the meaning assigned to such term in the U.S. Security Agreement or Canadian Security Agreement, as applicable.
 &#x201c; Collateral and Guaranty Requirement &#x201d; means, at any time, the requirement that:
 (a)	the Administrative Agent shall have received from the Company and each Designated Subsidiary either (i) (A) in the case of the Company and each Designated Subsidiary that is a Domestic Subsidiary, a counterpart of this Agreement and the U.S. Security Agreement, duly executed and delivered on behalf of such Person or (B) in the case of each Designated Subsidiary that is a Canadian Subsidiary, a counterpart of this Agreement and the Canadian Security Agreement, duly executed and delivered on behalf of such Person, or (ii) in the case of any Person that becomes a Designated Subsidiary after the Closing Date, (A) a Joinder Agreement, duly executed and delivered on behalf of such Person, and (B) instruments in the form or forms specified in the applicable Security Agreement under which such Person becomes a party to the applicable Security Agreement, or new Security Agreements, duly executed and delivered on behalf of such Person, together with such certificates, documents and opinions with respect to such Designated Subsidiary as may reasonably be requested by the Administrative Agent;
 (b)	The Administrative Agent shall have received all Deposit Account Control Agreements, Securities Account Control Agreements and other Collateral Documents required to be provided to it hereunder or under the applicable Security Agreement;
 (c)	all documents and instruments, including UCC financing statements, PPSA registrations and recordations of deeds of hypothec required by the Collateral Documents or this Agreement with the priority required by the Collateral Documents shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording; and
 (d)	each Loan Party shall have obtained all material consents and approvals required in connection with the execution and delivery of all Collateral Documents to which it is a party and the performance of its obligations thereunder.
 Notwithstanding the foregoing, any Designated Subsidiary formed or acquired after the Closing Date shall not be required to comply with the foregoing requirements prior to the time specified in Section 5.13 . The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if and for so long as the Administrative Agent, in consultation with the Company, determines that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining legal opinions or other deliverables in respect of such assets, or providing such Guarantees, shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may in its sole discretion grant extensions of time for the creation and perfection of security interests in, or the delivery of legal opinions or other deliverables with respect to, particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without unreasonable effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. Notwithstanding the foregoing, no action required to be taken by any Person to effect compliance by the Administrative Agent and the Lenders with any applicable Requirement of Law shall be deemed to cause unreasonable effort or expense hereunder.
  
 &#x201c; Collateral Documents &#x201d; means, collectively, the Security Agreements, the Mortgages, any Intercreditor Agreement, any Deposit Account Control Agreement, any Securities Account Control Agreement, and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Obligations, including, without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, subordination agreements, pledges, and collateral assignments, whether theretofore, now or hereafter executed by any Borrower or any of its Subsidiaries and delivered to the Administrative Agent.

  

  

 &#x201c; Commercial LC Exposure &#x201d; means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding commercial Letters of Credit plus (b) the aggregate Dollar Amount of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers. The Commercial LC Exposure of an Issuing Bank (in its capacity as such) shall be the Commercial LC Exposure in respect of commercial Letters of Credit issued by such Issuing Bank. The Commercial LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Commercial LC Exposure at such time.
 &#x201c; Commitment &#x201d; means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit, Overadvances, Protective Advances and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender&#x2019;s Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04 . The initial amount of each Lender&#x2019;s Commitment is set forth on the Commitment Schedule , or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of all of the Lenders&#x2019; Commitments on the Restatement Effective Date is $700,000,000.
 &#x201c; Commitment Schedule &#x201d; means the Schedule attached hereto identified as such.
 &#x201c; Commodity Exchange Act &#x201d; means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.
 &#x201c; Communications &#x201d; has the meaning assigned to such term in Section 9.01(d) .
 &#x201c; Company &#x201d; means American Eagle Outfitters, Inc., a Delaware corporation.
 &#x201c; Compliance Certificate &#x201d; means a certificate executed by a Financial Officer of the Borrower Representative in substantially the form of Exhibit D .
 &#x201c; Concentration Account &#x201d; means (a) with respect to the U.S. Loan Parties, a &#x201c;Concentration Account&#x201d; as defined in the U.S. Security Agreement, and (b) with respect to the Canadian Loan Parties, a &#x201c;Concentration Account&#x201d; as defined in the Canadian Security Agreement.
 &#x201c; Conforming Changes &#x201d; means, with respect to the Term CORRA Rate, Term SOFR Rate or Daily Simple SOFR or any Benchmark Replacement in relation thereto, any technical, administrative or operational changes (including changes to the definition of &#x201c;Alternate Base Rate,&#x201d; &#x201c;Canadian Prime Rate,&#x201d; the definition of &#x201c;Business Day,&#x201d; the definition of &#x201c;Interest Period,&#x201d; the definition of &#x201c;U.S. Government Securities Business Day,&#x201d; timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of the Term CORRA Rate, Term SOFR Rate or Daily Simple SOFR or such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Term CORRA Rate, Term SOFR Rate or Daily Simple SOFR or the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
 &#x201c; Connection Income Taxes &#x201d; means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
 &#x201c; Consolidated Debt &#x201d; means, as of any date of determination, the sum of (without duplication) the principal amount of (x) all Indebtedness for borrowed money of the U.S. Borrower and the Subsidiaries and (y) guarantees by the U.S. Borrower and the Subsidiaries of Indebtedness for borrowed money, in each case determined on a consolidated basis on such date; provided that, in connection with the determination of Consolidated Debt as of any date of determination, the calculation of outstanding debt under the Revolving Credit Facility hereunder shall be

  

  

 deemed to equal the average daily outstanding amount thereunder during the applicable Test Period irrespective of the actual amount outstanding thereunder on such date.

 &#x201c; Consolidated Interest Expense &#x201d; means the sum of (a) cash interest expense (including that attributable to Capitalized Lease Obligations), net of cash interest income, of the U.S. Borrower and the Subsidiaries with respect to all outstanding Indebtedness of the U.S. Borrower and the Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers&#x2019; acceptance financing and net costs under hedging agreements plus (b) non-cash interest expense resulting solely from (i) the amortization of original issue discount from the issuance of Indebtedness of the U.S. Borrower and the Subsidiaries at less than par and (ii) pay in kind interest expense of the U.S. Borrower and the Subsidiaries, plus (c) the amount of cash dividends or distributions made by the U.S. Borrower and the Subsidiaries in respect of JV Preferred Equity Interests, and other preferred Equity Interests (including all Disqualified Stock), but excluding, for the avoidance of doubt, (i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than specifically referred to in clause (b) above (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) [reserved], (v) all non-recurring cash interest expense or &#x201c;additional interest&#x201d; for failure to timely comply with registration rights obligations, (vi) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect to any Investment, all as calculated on a consolidated basis in accordance with GAAP, (vii) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, (viii) penalties and interest relating to Taxes, (ix) accretion or accrual of discounted liabilities not constituting Indebtedness, (x) any interest expense attributable to a direct or indirect parent entity resulting from push down accounting and (xi) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting.
 &#x201c; Consolidated Net Income &#x201d; means, for any period, the net income (loss) of the U.S. Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication:
 (a)	extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (other than as described in clause (a)(x) of the definition of Adjusted Consolidated EBITDA) (including any such accruals or reserves in respect of any extraordinary, non-recurring or unusual items),
 (b)	the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period to the extent included in Consolidated Net Income,
 (c)	Transaction Costs,
 (d)	the net income for such period of any person that is an Unrestricted Subsidiary and any person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Permitted Investments (or, if not paid in cash or Permitted Investments, but later converted into cash or Permitted Investments, upon such conversion) by such person to the U.S. Borrower or a Subsidiary thereof during such period,
 (e)	any fees and expenses (including any transaction or retention bonus or similar payment, any earnout, contingent consideration obligation or purchase price adjustment) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all

  

  

 transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460),
 (f)	any income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging agreements or other derivative instruments,
 (g)	accruals and reserves that are established or adjusted as a result of the Transactions or within 12 months after the Restatement Effective Date in accordance with GAAP (including any adjustment of estimated payouts on existing earn-outs) or changes as a result of the adoption or modification of accounting policies during such period,
 (h)	all Non-Cash Compensation Expenses,
 (i)	any income (loss) attributable to deferred compensation plans or trusts,
 (j)	any income (loss) from investments recorded using the equity method of accounting (but including any cash dividends or distributions actually received by the U.S. Borrower or any Subsidiary in respect of such investment,
 (k)	any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business) or income (loss) from discontinued operations ( provided that, notwithstanding anything to the contrary herein or in any classification under GAAP of any person, business, assets or operations in respect of which a definitive agreement for the disposition, abandonment, transfer, closure or discontinuation of operations thereof has been entered into as discontinued operations, at the U.S. Borrower&#x2019;s option, no Pro Forma Effect shall be given to any discontinued operations (and the income or loss attributable to any such person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition, abandonment, transfer, closure or discontinuation of operations shall have been consummated),
 (l)	any non-cash gain (loss) attributable to the mark to market movement in the valuation of hedging obligations or other derivative instruments pursuant to FASB Accounting Standards Codification 815-Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification 825-Financial Instruments in such Test Period; provided that any cash payments or receipts relating to transactions realized in a given period shall be taken into account in such period,
 (m)	any non-cash gain (loss) related to currency remeasurements of Indebtedness, net loss or gain resulting from hedging agreements for currency exchange, interest rate or commodities risk and revaluations of intercompany balances and other balance sheet items,
 (n)	any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures or non-cash charges for deferred Tax asset valuation allowances ( provided , in each case, that the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment was made),
 (o)	any impairment charge or asset write-off or write-down (other than with respect to Inventory or Accounts but including related to intangible assets (including goodwill), long-lived assets and investments in debt and equity securities),
 (p)	to the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within one hundred and eighty (180) days and (ii) in fact reimbursed within three hundred and sixty five (365) days of the date of such evidence (with a deduction for any amount so added back to the extent not so

  

  

 reimbursed within three hundred and sixty five (365) days), expenses with respect to liability or casualty events or business interruption shall be excluded, and
 (q)	non-cash charges for deferred Tax asset valuation allowances shall be excluded (except to the extent reversing a previously recognized increase to Consolidated Net Income).
 There shall be excluded from Consolidated Net Income for any period the effects from applying acquisition method accounting, including applying acquisition method accounting to inventory, property and equipment, loans and leases, software and other intangible assets and deferred revenue (including deferred costs related thereto and deferred rent) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the U.S. Borrower and the Subsidiaries), as a result of any acquisition or Investment consummated prior to the Restatement Effective Date and any permitted write-off of any amounts thereof.
 In addition, to the extent not already included in Consolidated Net Income, Consolidated Net Income shall include (i) the amount of proceeds received or due from business interruption insurance or reimbursement of expenses and charges that are covered by indemnification, insurance and other reimbursement provisions in connection with any acquisition or other Investment or any disposition of any asset permitted hereunder or that occurred prior to the Restatement Effective Date (net of any amount so added back in any prior period to the extent not so reimbursed within a two (2)-year period) and (ii) the amount of any cash tax benefits related to the tax amortization of intangible assets in such period.
 &#x201c; Consolidated Total Net Debt &#x201d; means, as of any date of determination, (i) Consolidated Debt on such date less (ii) the Unrestricted Cash Amount on such date.

 &#x201c; Contribution Indebtedness &#x201d; means Indebtedness of the U.S. Borrower or any Subsidiary in an aggregate outstanding principal amount not greater than 200% of the aggregate amount of cash contributions (including such contributions in exchange for Equity Interests in the U.S. Borrower) (other than any such cash contributions that have been applied to increase the basket in Section 6.04(p) or clause (c) of the definition of &#x201c;Junior Debt Restricted Payment&#x201d;) made to the equity capital of the U.S. Borrower after the Restatement Effective Date.

 &#x201c; Control &#x201d; means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. &#x201c; Controlled &#x201d; has the meaning correlative thereto.
 &#x201c; Controlled Disbursement Account &#x201d; means any account of any Borrower maintained with the Administrative Agent as a zero balance, cash management account pursuant to and under any agreement between a Borrower and the Administrative Agent, as modified and amended from time to time, and through which all disbursements of a Borrower, any Loan Party and any Designated Subsidiary of a Borrower are made and settled on a daily basis with no uninvested balance remaining overnight.
 &#x201c; Converted Equity Amount &#x201d; shall mean the number of shares of the U.S. Borrower&#x2019;s Equity Interests issued as a result of the conversion all or any portion of the Convertible Notes into the U.S. Borrower&#x2019;s Equity Interests.
 &#x201c; Converted Restricted Subsidiary &#x201d; shall have the meaning assigned to such term in the definition of the term &#x201c;Adjusted Consolidated EBITDA.&#x201d;
 &#x201c; Convertible Notes &#x201d; means up to $500,000,000 in aggregate principal amount of convertible senior notes issued by the Company on or after the Closing Date.
 &#x201c; Credit Card Accounts &#x201d; means any &#x201c;payment intangibles,&#x201d; as defined in the UCC or PPSA, receivables or other rights to payment of a monetary obligation due to any Loan Party from a credit card issuer or a credit card processor in connection with purchases of Inventory of such Loan Party in the ordinary course of business on (a) credit cards issued by Visa, MasterCard, American Express, Discover, each of their respective Affiliates, and any

  

  

 other credit card issuers that are reasonably acceptable to the Administrative Agent, (b) private label credit cards of any Loan Party issued under non-recourse arrangements substantially similar to those in effect on the Closing Date or (c) debit cards and mall cards issued by issuers or providers that are reasonably acceptable to the Administrative Agent, in each case, which have been earned by performance by such Loan Party but not yet paid to such Loan Party by such credit card issuer or credit card processor.
 &#x201c; Credit Card Agreement &#x201d; means any agreement between a Loan Party, on the one hand, and a credit card issuer or a credit card processor (including any credit card processor that processes purchases of Inventory from a Loan Party through debit cards or mall cards), on the other hand relating to any Credit Card Account included or intended to be included in the Borrowing Base.
 &#x201c; Credit Card Notifications &#x201d; means each Credit Card Notification, in form and substance reasonably satisfactory to the Administrative Agent, executed by one or more Loan Parties and delivered by such Loan Parties to credit card issuers or credit card processors that are party to any Credit Card Agreement.
 &#x201c; Credit Party &#x201d; means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.
 &#x201c; Currency &#x201d; means U.S. Dollars or Canadian Dollars.
 &#x201c; Customary Bridge Financings &#x201d; means any bridge financing (i) that is a 364-day facility or (ii) so long as the long-term debt into which such bridge financing is to be converted has a final maturity date (after giving effect to automatic rollovers and extensions, if any) no earlier than the Latest Maturity Date.
 &#x201c; Daily Simple SOFR &#x201d; means, for any day (a &#x201c; SOFR Rate Day &#x201d;), the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, at the Administrative Agent&#x2019;s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the &#x201c; SOFR Determination Date &#x201d;) that is 2 Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than 0.00%, then Daily Simple SOFR shall be deemed to be 0.00%. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of &#x201c;SOFR&#x201d;; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR or the SOFR Reserve Percentage shall be adjusted automatically, without notice, and effective from and including the date such change is effective.
 &#x201c; Daily Simple SOFR Loan &#x201d; means a Loan that bears interest based on Daily Simple SOFR.
 &#x201c; Default &#x201d; means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
 &#x201c; Defaulting Lender &#x201d; means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder; (b) has notified any Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will

  

  

 comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party&#x2019;s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event or a Bail-In Action.
 &#x201c; Delaware Divided LLC &#x201d; means any Delaware LLC which has been formed as a consequence of a Delaware LLC Division (excluding any dividing Delaware LLC that survives a Delaware LLC Division).
 &#x201c; Delaware LLC &#x201d; means any limited liability company organized or formed under the laws of t…