Exhibit 10.1
EXECUTION COPY
AMENDMENT AND RESTATEMENT AGREEMENT dated as of March 13, 2013 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of January 3, 2011, as further amended and restated as of June 14, 2012 (the “Existing Credit Agreement”), among ASCENA RETAIL GROUP, INC., a Delaware corporation (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender.
The Company has requested certain amendments to and other transactions under the Existing Credit Agreement, and the Lenders party hereto, the Issuing Banks party hereto, the Swingline Lender and the Administrative Agent are willing to agree to such amendments and transactions on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
“Commitment Letter” means the Commitment Letter dated February 15, 2013, among JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Company.
“Departing Lender” means a Lender under the Existing Credit Agreement as in effect on the date hereof that will not continue as a Lender under the Restated Credit Agreement (as defined below).
“Increasing Lender” means a Lender whose Applicable Percentage under and as defined in the Restated Credit Agreement will exceed its Applicable Percentage under and as defined in the Existing Credit Agreement as in effect on the Third Restatement Effective Date (as defined below).
“Reducing Lender” means a Lender whose Applicable Percentage under and as defined in the Restated Credit Agreement will be less than its Applicable Percentage under and as defined in the Existing Credit Agreement as in effect on the Third Restatement Effective Date.
Except as expressly specified otherwise, terms defined in the Restated Credit Agreement used but not otherwise defined herein have the meanings assigned to them in the Restated Credit Agreement.
SECTION 1.02. Increase in Commitments under Existing Credit Agreement; Borrowing and Repayment of Loans under Term Credit Facility. Subject to the satisfaction of the conditions set forth in Section 1.06 below, on the Third Restatement Effective Date, but prior to the amendment and restatement of the Existing Credit Agreement pursuant to Section 1.03, the following transactions shall be carried out in the order set forth below:
(i) each financial institution that will be a Lender under the Restated Credit Agreement shall transfer to the Administrative Agent in same day funds an amount equal to its Applicable Percentage (based on its Revolving Commitment under the Restated Credit Agreement) of the Loans to be outstanding under the Restated Credit Agreement after giving effect to the transactions provided for in this Section and Section 1.03.
(ii) the Revolving Commitment of JPMCB under the Existing Credit Agreement will be increased as provided in Section 2.09(e) of such Agreement by $50,000,000, such that the Revolving Commitments under the Existing Credit Agreement will equal $300,000,000 in the aggregate;
(iii) JPMCB will assume the Revolving Commitment of each Departing Lender under the Existing Credit Agreement, and each Departing Lender will be relieved of its obligations as, and will cease to be, a Lender under the Existing Credit Agreement (but the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement shall survive and remain in full force pursuant to Section 9.05 of such agreement);
(iv) the Company will borrow Revolving Loans under the Existing Credit Agreement in an aggregate principal amount equal to $263,250,000.00 (and JPMCB will advance funds on behalf of each Lender if and in the amount by which such Lender’s Applicable Percentage of such borrowing exceeds the amount advanced by it pursuant to the preceding clause (i)); and
(v) the proceeds of the Revolving Loans referred to in the preceding clause (iv) will be applied by the Administrative Agent to prepay the Loans and related amounts outstanding on or accrued to the Third Restatement Effective Date under the Term Credit Agreement pursuant to Section 2.09(a) of such Agreement.
SECTION 1.03. Amendment and Restatement of the Existing Credit Agreement; Assignments and Purchases of Loans. (a)Subject to the satisfaction of the conditions set forth in Section 1.06 below, on the Third Restatement Effective Date, immediately following the completion of the transactions provided for in Section 1.02, the Existing Credit Agreement (including the Schedules and Exhibits thereto) shall without further action be amended and restated (the “Restatement”) in the form attached as Exhibit A hereto (the Existing Credit Agreement, as so amended and restated, being called the “Restated Credit Agreement”).
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(b) Immediately upon the effectiveness of the Restated Credit Agreement as provided in the preceding paragraph (a), (i) the aggregate principal amount of the Revolving Loans outstanding thereunder as a result of the borrowing provided for in clause (iv) of Section 1.02 (the “Initial Loans”) will be deemed for purposes of the adjustments provided for in this paragraph to be repaid (though such Revolving Loans will not in fact be repaid), (ii) each Increasing Lender that shall have been a Lender prior to the Restatement will pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Restatement), multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Restatement), multiplied by (2) the amount of the Initial Loans, (iii) each Increasing Lender that shall not have been a Lender prior to the Restatement will pay to the Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Restatement) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent will pay to each Reducing Lender a portion of such funds that is equal to the excess of (A) the product of (1) such Reducing Lender’s Applicable Percentage (calculated without giving effect to the Restatement) multiplied by (2) the amount of the Initial Loans, over (B) the product of (1) such Reducing Lender’s Applicable Percentage (calculated after giving effect to the Restatement) multiplied by (2) the amount of the Subsequent Borrowings, net of any amount that shall have been funded by JPMCB on behalf of such Lender pursuant to clause (iv) of Section 1.02 (it being agreed that any such amount will be retained by JPMCB for its own account), (v) after the effectiveness of the Restatement, the Company shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the same types and with the same Interest Periods as the Initial Loans, and (vi) each Lender under the Restated Credit Agreement shall be deemed to hold its Applicable Percentage (calculated after giving effect to the Restatement) of each Subsequent Borrowing. Each Increasing Lender hereby authorizes and instructs the Administrative Agent to effect the payment to be made by such Lender under clause (ii) or (iii) of the preceding sentence by applying the appropriate amount transferred by such Increasing Lender to the Administrative Agent pursuant to clause (i) of Section 1.02. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall not be subject to any “breakage” indemnification, and all interest accruing on the Revolving Loans on the Third Restatement Effective Date shall be for the accounts of the Lenders holding such Loans after giving effect to the transactions provided for in this Section 1.03.
SECTION 1.04. Amendment of Restated Security Agreement. At the time the amendment and restatement of the Existing Credit Agreement becomes effective as provided in Section 1.03(a), the Restated Security Agreement, as defined in the Existing Credit Agreement, shall without further action be amended as provided below:
(i) The definitions of “ Discharge of Term Obligations”, “Intercreditor Agreement”, “Term Agent” and “Term Collateral Documents” shall be deleted.
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(ii) The definition of “Perfection Certificate” shall be amended by inserting at the end thereof the phrase “, as supplemented by the Supplemental Perfection Certificate dated October 26, 2012, delivered to the Administrative Agent and by the certificate delivered pursuant to paragraph (xi) of Section 1.06 of the Third Restatement Agreement”.
(iii) The words “and the Intercreditor Agreement” in Section 4.10(a) shall be deleted.
(iv) The first parenthetical in Section 5.1(e) shall be deleted.
(v) The proviso after the second parenthetical in Section 7.2 shall be deleted.
(vi) Article XI shall be deleted.
SECTION 1.05. Representations and Warranties. The Loan Parties represent and warrant to each other party hereto that:
(i) this Agreement has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(ii) the representations and warranties of each Loan Party set forth in the Existing Credit Agreement, the Restated Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Third Restatement Effective Date, except for any representation or warranty that, by its terms, speaks as of a prior date, which representation or warranty shall be true and correct as of such prior date; and
(iii) as of the Third Restatement Effective Date, no Default or Event of Default has occurred and is continuing under the Existing Credit Agreement or the Restated Credit Agreement.
SECTION 1.06. Effectiveness. The transactions provided for in Sections 1.02 and 1.03 shall be carried out and become effective, in the order set forth in such Sections, on March 13, 2013 (the “Third Restatement Effective Date”), subject to the satisfaction on such date of the following conditions:
(i) The Administrative Agent shall have executed a counterpart of this Agreement and shall have received from the Company, each Loan Party under the Existing Credit Agreement, each other Designated Subsidiary, each Lender (including Lenders constituting the Required Lenders under and as defined in the Existing Credit Agreement), each Issuing Bank and the Swingline Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart of this Agreement.
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(ii) On the Third Restatement Effective Date, immediately prior to the transactions provided for in Sections 1.02 and 1.03, no borrowings shall be outstanding under the Existing Credit Agreement (for the avoidance of doubt, Letters of Credit issued under the Existing Credit Agreement will remain outstanding under the Restated Credit Agreement), and all fees, expenses and other amounts accrued through the day immediately preceding the Third Restatement Effective Date for the accounts of or otherwise owing to the Lenders, the Administrative Agent, the Issuing Banks and the Swingline Lender under the Existing Credit Agreement, whether or not at the time due and payable under the terms of such Agreement, shall have been paid.
(iii) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable to such parties on or prior to the Third Restatement Effective Date in connection with the transactions provided for in this Agreement, including, to the extent invoiced, reimbursement of all reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of counsel) required to be reimbursed by the Company under the Commitment Letter, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document.
(iv) The Company shall have delivered to JPMCB, as Administrative Agent under the Term Credit Agreement, not later than 11:00 a.m., New York City time, three Business Days before the Third Restatement Effective Date, a notice of the prepayment in full of the loans outstanding under the Term Credit Agreement meeting the requirements of Section 2.09(e) of such Agreement. Arrangements reasonably satisfactory to the Administrative Agent shall have been made for the payment, as contemplated by clause (iv) of Section 1.02, of all principal, interest, fees and other amounts outstanding, accrued for the accounts of or otherwise owing to the Lenders and the Administrative Agent under and as defined in the Term Credit Agreement and for the release and discharge of all Guarantees and Liens supporting or securing the obligations under the Term Credit Agreement.
(v) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Third Restatement Effective Date) of each of (i) Proskauer Rose LLP, New York counsel for the Loan Parties, (ii) Drinker Biddle & Reath LLP, California and Pennsylvania counsel for certain of the Loan Parties, (iii) Day Pitney LLP, Connecticut counsel for certain of the Loan Parties, (iv) Baker Donelson, Bearman, Caldwell & Berkowitz, PC, Tennessee counsel for certain of the Loan Parties, (v) Harrison & Moberly, LLP, Indiana counsel for certain of the Loan Parties, (vi) Willcox & Savage PC, Virginia counsel for certain of the Loan Parties, (vii) Thompson Hine LLP, Ohio counsel for certain of the Loan Parties and (viii) Greenberg Traurig LLP, Nevada counsel for certain of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.
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(vi) The Administrative Agent shall have received such documents and certificates as it shall reasonably have requested relating to the organization, existence and good standing of each Loan Party (including good standing certificates for each entity listed on Schedule 1 hereto), the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.
(vii) The Administrative Agent shall have received a certificate, dated the Third Restatement Effective Date and signed by the chief financial officer of the Company, certifying satisfaction of the conditions set forth in paragraph (x) of this Section.
(viii) The Administrative Agent shall have received a certificate, dated the Third Restatement Effective Date and signed by the chief financial officer of the Company, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions, in form and substance reasonably satisfactory to the Administrative Agent.
(ix) The Administrative Agent shall have received a completed Borrowing Base Certificate, which shall be dated the Third Restatement Effective Date and signed by a Financial Officer of the Company and shall set forth information required therein as of February 23, 2013, together with supporting information and any additional reports with respect to the Borrowing Base that the Administrative Agent shall reasonably have requested.
(x) The representations and warranties set forth in Section 1.05 shall be true and correct in all material respects as of the Third Restatement Effective Date.
(xi) The Collateral and Guarantee Requirement shall have been satisfied (subject to the final paragraph of this Section). The Administrative Agent shall have received a completed certificate as to changes in the information set forth in the Perfection Certificate delivered pursuant to the Second Restatement Agreement (other than any such changes that shall have been set forth in the Supplemental Perfection Certificate most recently delivered under the Existing Credit Agreement), in form reasonably satisfactory to the Administrative Agent, dated the Third Restatement Effective Date and signed by an executive officer or a Financial Officer of the Company, together with all attachments contemplated thereby, which attachments shall include the results of a tax lien search with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate (as supplemented by the Supplemental Perfection Certificate most recently delivered under the Existing Credit Agreement and the certificate delivered pursuant to this paragraph) and evidence reasonably satisfactory to the Administrative Agent that any Liens revealed by such search are permitted under Section 6.02 of the Restated Credit Agreement or have been, or substantially contemporaneously with the occurrence of the Third Restatement Effective Date will be, released.
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(xii) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 of the Restated Credit Agreement is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lender Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08 of the Restated Credit Agreement and Section 4.10 of the Restated Security Agreement.
(xiii) The Administrative Agent shall have received and approved, with respect to all Mortgaged Properties, flood hazard certificates and flood insurance policies meeting the requirements of the Restated Credit Agreement.
(xiv) Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested by such Lender at least five Business Days prior to the Third Restatement Effective Date.
The Administrative Agent shall notify the Company and the Lenders of the Third Restatement Effective Date and such notice shall be conclusive and binding.Notwithstanding the foregoing conditions, solely with respect to the matters expressly identified in the Post-Closing Letter Agreement, the satisfaction of the foregoing conditions shall not be required on the Third Restatement Effective Date and shall not be a condition to the effectiveness of the transactions contemplated herein, but shall be required to be accomplished in accordance with the Post-Closing Letter Agreement.
SECTION 1.07. Reaffirmation. Each of the Loan Parties hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby (a) reaffirms and confirms its guarantees, pledges, grants of security interests and other obligations, as applicable, under the Loan Guarantee and each Collateral Document to which it is party, (b) affirms and confirms its obligations to indemnify and other commitments and obligations under the Loan Documents to which it is a party, and (c) agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, (i) the Loan Guarantee and each Collateral Document to which it is a party shall continue to be in full force and effect and (ii) all guarantees, pledges, grants and other obligations thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Lender Parties. Each Loan Party hereby confirms and agrees that obligations under the Restated Credit Agreement and the Restated Security Agreement constitute “Obligations” and “Secured Obligations” (or words of similar import) under and as used in the Loan Guarantee and each Collateral Document to which it is a party.
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SECTION 1.08. Effect of Amendment and Restatement; No Novation. (a)Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lender Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effect in accordance with the provisions thereof (it being understood and agreed that all interest and fees accruing under the Existing Credit Agreement in respect of periods prior to the Third Restatement Effective Date will accrue at the rates specified in the Existing Credit Agreement prior to its restatement in the form of the Restated Credit Agreement). Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document in similar or different circumstances.
(b) On and after the Third Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement, shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. On and after the Third Restatement Effective Date, each reference in the Restated Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Security Agreement, shall refer to the Restated Security Agreement (as defined in the Existing Credit Agreement) as amended and restated in the form of the Restated Security Agreement, and the term “Restated Security Agreement”, as used in any Loan Document, shall mean the Restated Security Agreement.
(c) This Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents.
(d) Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement or the Collateral Documents, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of any Loan Party under any Loan Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.
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SECTION 1.09. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 1.10. Counterparts. This Agreement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or other electronic imaging (such as a ‘pdf’) shall be as effective as delivery of a manually executed counterpart hereof.
SECTION 1.11. Severability. Any provision of this Agreement 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 hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 1.12. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth above.
| ASCENA RETAIL GROUP, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Senior Vice President | ||
| THE DRESS BARN, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Senior Vice President | ||
| TWEEN BRANDS, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
| MAURICES INCORPORATED, | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Senior Vice President | ||
| DBX, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Senior Vice President | ||
[Signature Page to Amendment and Restatement Agreement]
| DRESS BARN CREDIT MANAGEMENT, LLC, | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
| MAURICES CREDIT MANAGEMENT, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
| TWEEN BRANDS AGENCY, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
| TWEEN BRANDS PURCHASING, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
| TWEEN BRANDS SERVICE CO., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
| TWEEN BRANDS INVESTMENT, LLC, | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | President | ||
| TOO GC, LLC, | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
[Signature Page to Amendment and Restatement Agreement]
| TWEEN BRANDS DIRECT, LLC, | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
| TWEEN BRANDS DIRECT SERVICES, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
| TWEEN BRANDS STORE PLANNING, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Secretary | ||
| WORLDWIDE RETAIL HOLDINGS, INC., | |||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Senior Vice President | ||
| 933 INSPIRATION LLC, | |||
| by | The Dress Barn, Inc. | ||
| its | Managing Member | ||
| by | /s/ Gene Wexler | ||
| Name: | Gene Wexler | ||
| Title: | Senior Vice President | ||
| CHARMING SHOPPES, INC. | |||
| by | /s/ Eric M. Specter | ||
| Name: | Eric M. Specter | ||
| Title: | Executive Vice President | ||
| CHARMING SHOPPES OF DELAWARE, INC. | |||
| by | /s/ Colin D. Stern | ||
| Name: | Colin D. Stern | ||
| Title: | Vice President | ||
[Signature Page to Amendment and Restatement Agreement]
| CSI INDUSTRIES, INC. | |||
| By | /s/ Eric M. Specter | ||
| Name: | Eric M. Specter | ||
| Title: | President | ||
| FB APPAREL, INC. | |||
| by | /s/ Eric M. Specter | ||
| Name: | Eric M. Specter | ||
| Title: | President | ||
| LANE BRYANT, INC. | |||
| by | /s/ Colin D. Stern | ||
| Name: | Colin D. Stern | ||
| Title: | Vice President | ||
| LANE BRYANT PURCHASING CORP. | |||
| by | /s/ Eric M. Specter | ||
| Name: | Eric M. Specter | ||
| Title: | Vice President | ||
| CATHERINES STORES CORPORATION | |||
| by | /s/ Eric M. Specter | ||
| Name: | Eric M. Specter | ||
| Title: | Vice President | ||
| CATHERINES, INC. | |||
| by | /s/ Colin D. Stern | ||
| Name: | Colin D. Stern | ||
| Title: | Vice President | ||
| CATHERINES PARTNERS-INDIANA, LLP | |||
| by | Catherines Stores of Indiana, Inc. | ||
| its | Managing Partner | ||
| by | /s/ Eric M. Specter | ||
| Name: | Eric M. Specter | ||
| Title: | Vice President | ||
[Signature Page to Amendment and Restatement Agreement]
CATHERINES PARTNERS-WASHINGTON, G.P. | |||
| by | Catherines, Inc. | ||
| its | Managing Partner | ||
| by | /s/ Colin D. Stern | ||
| Name: | Colin D. Stern | ||
| Title: | Vice President | ||
FOR EACH ENTITY LISTED ON SCHEDULE 2 HERETO | |||
| by | /s/ Eric M. Specter | ||
| Name: | Eric M. Specter | ||
| Title: | Authorized Officer in the capacity shown on Schedule 2 hereto | ||
| FASHION BUG #2421, LLC | |||
| by | CSGC, Inc. | ||
| its | Sole Member | ||
| by | /s/ Colin D. Stern | ||
| Name: | Colin D. Stern | ||
| Title: | Vice President | ||
| CATHERINES #5163, LLC | |||
| by | CSGC, Inc. | ||
| its | Sole Member | ||
| by | /s/ Colin D. Stern | ||
| Name: | Colin D. Stern | ||
| Title: | Vice President | ||
[Signature Page to Amendment and Restatement Agreement]
| LANE BRYANT #6898, LLC | |||
| by | CSGC, Inc. | ||
| its | Sole Member | ||
| by | /s/ Colin D. Stern | ||
| Name: | Colin D. Stern | ||
| Title: | Vice President | ||
| FB Distro Distribution Center, LLC, | |||
| by | FB Distro, Inc., | ||
| its | Sole Member | ||
| by | /s/ Eric M. Specter | ||
| Name: | Eric M. Specter | ||
| Title: | President | ||
| OUTLET DIVISION STORE CO., INC. | |||
| by | /s/ William R. Dawson | ||
| Name: | William R. Dawson | ||
| Title: | Vice President | ||
FOR EACH ENTITY LISTED ON SCHEDULE 3 HERETO | |||
| by | /s/ Colin D. Stern | ||
| Name: | Colin D. Stern | ||
| Title: | Authorized Officer in the capacity shown on Schedule 3 hereto | ||
[Signature Page to Amendment and Restatement Agreement]
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swingline Lender and Issuing Bank, | |||
| by | |||
| Name: | |||
| Title: | |||
[Signature Page to Amendment and Restatement Agreement]
| BANK OF AMERICA, N.A., individually and as an Issuing Bank, | |||
| by | |||
| Name: | |||
| Title: | |||
[Signature Page to Amendment and Restatement Agreement]
| LENDER SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT AGREEMENT OF ASCENA RETAIL GROUP, INC. | |||
| LENDER: | |||
| by: | |||
| Name: | |||
| Title: | |||
| by: | * | ||
| Name: | |||
| Title: | |||
* For Lenders requiring a second signature line.
[Signature Page to Amendment and Restatement Agreement]
SCHEDULE 1
ASCENA RETAIL GROUP, INC.,
THE DRESS BARN, INC.,
MAURICES INCORPORATED,
FB DISTRO DISTRIBUTION CENTER, LLC
DBX, INC,
DRESS BARN CREDIT MANAGEMENT, LLC,
MAURICES CREDIT MANAGEMENT, INC.,
TWEEN BRANDS, INC.,
TWEEN BRANDS AGENCY, INC.,
TWEEN BRANDS PURCHASING, INC.,
TWEEN BRANDS SERVICE CO.,
TWEEN BRANDS INVESTMENT, LLC,
TOO GC, LLC,
TWEEN BRANDS DIRECT, LLC,
TWEEN BRANDS DIRECT SERVICES, INC.,
TWEEN BRANDS STORE PLANNING, INC.,
WORLDWIDE RETAIL HOLDINGS, INC.,
933 INSPIRATION LLC
CHARMING SHOPPES, INC.,
CHARMING SHOPPES OF DELAWARE, INC.,
CSI INDUSTRIES, INC.,
CATHERINES, INC.,
CATHERINES STORES CORPORATION,
LANE BRYANT, INC.,
LANE BRYANT PURCHASING CORP.
FB APPAREL, INC.,
CHARMING DIRECT, INC.,
CHARMING SHOPPES INTERACTIVE INC.,
CATHERINES C.S.A.C., INC.,
CATHERINES OF NEVADA, INC.,
CATHERINES OF CALIFORNIA, INC.,
CS INVESTMENT COMPANY,
CS HOLDCO LLC,
C.S.F. CORP.,
FSHC, INC.,
SIERRA NEVADA FACTORING, INC.,
OUTLET DIVISION MANAGEMENT CO., INC.,
OUTLET DIVISION STORE CO., INC.,
CHARMING SHOPPES OUTLET STORES, LLC
SCHEDULE 2
Eric Specter on behalf of each entity in the capacity shown:
| NAME | STORE # | SIGNING CAPACITY | ||
| Catherines of Nevada, Inc. | n/s | Vice President | ||
| Catherines of Pennsylvania, Inc. | n/s | Vice President | ||
| Catherines Stores of Indiana, Inc. | n/s | Vice President | ||
| Catherines Woman Delaware, Inc. | n/s | Vice President | ||
| Catherines Woman Michigan, Inc. | n/s | Vice President | ||
| CCTM, Inc. | n/s | Vice President | ||
| Charming Direct, Inc. | n/s | Vice President | ||
| Charming Shoppes Receivables Corp. | n/s | President | ||
| Charming Shoppes Street, Inc. | n/s | President | ||
| Charming Shoppes Seller, Inc. | n/s | President | ||
| Charming Shoppes Outlet Stores, LLC | n/s | Vice President | ||
| Chestnut Acquisition Sub, Inc. | n/s | Vice President | ||
| Crosstown Traders, Inc. | n/s | President | ||
| CS Holdco II Inc. | n/s | Vice President | ||
| CS Investment Company | n/s | President | ||
| CSD Acquisition Corp. | n/s | President | ||
| C.S.I.C., Inc. | n/s | President | ||
| CSIM, Inc. | n/s | President | ||
| Fashion Service LLC | n/s | President | ||
| FB Distro, Inc. | n/s | President | ||
| Figi's Business Services, Inc. | n/s | Vice President | ||
| Figi's Gifts, Inc. | n/s | Vice President | ||
| Figi's Gift Box, Inc. | n/s | Vice President | ||
| Figi's, Inc. | n/s | Vice President | ||
| FSHC, Inc. | n/s | Vice President | ||
| Home Etc, Inc. | n/s | Vice President | ||
| Kafco Development Co., Inc. | n/s | President | ||
| Lane Bryant of Pennsylvania, Inc. | n/s | Vice President | ||
| LB International Licensing, Inc. | n/s | President | ||
| Modern Woman Holdings, Inc. | n/s | President | ||
| Modern Woman Specialty, Inc. | n/s | President | ||
| Petite Sophisticate Management Co., Inc. | n/s | President | ||
| Petite Sophisticate, Inc. | n/s | President | ||
| PSTM, Inc. | n/s | Vice President | ||
| Shoetrader, Inc. | n/s | Vice President | ||
| Sonsi, Inc. | n/s | Vice President | ||
| Spirit of America, Inc. | n/s | President | ||
| Winks Lane, Inc. | n/s | President | ||
| Lane Bryant Outlet #4101 of Waterloo, LLC | 4101 | Vice President | ||
| Lane Bryant Outlet #4104, LLC | 4104 | Vice President | ||
| Lane Bryant Outlet #4105, LLC | 4105 | Vice President | ||
| Lane Bryant Outlet 4106, Inc. | 4106 | Vice President | ||
| Lane Bryant Outlet #4107, LLC | 4107 | Vice President | ||
| Lane Bryant Outlet #4108, LLC | 4108 | Vice President |
| Lane Bryant Outlet #4109, LLC | 4109 | Vice President | ||
| Lane Bryant Outlet #4112, LLC | 4112 | Vice President | ||
| Lane Bryant Outlet #4113, LLC | 4113 | Vice President | ||
| Lane Bryant Outlet #4115, LLC | 4115 | Vice President | ||
| Lane Bryant Outlet #4116, LLC | 4116 | Vice President | ||
| Lane Bryant Outlet #4120 of Lake George, LLC | 4120 | Vice President | ||
| Lane Bryant Outlet #4121, LLC | 4121 | Vice President | ||
| Lane Bryant Outlet #4123, LLC | 4123 | Vice President | ||
| Lane Bryant Outlet #4124, LLC | 4124 | Vice President | ||
| Lane Bryant Outlet #4129, LLC | 4129 | Vice President | ||
| Lane Bryant Outlet #4131, LLC | 4131 | Vice President | ||
| Lane Bryant Outlet #4132, LLC | 4132 | Vice President | ||
| Lane Bryant Outlet #4136, LLC | 4136 | Vice President | ||
| Lane Bryant Outlet #4137, LLC | 4137 | Vice President | ||
| Lane Bryant Outlet #4138, LLC | 4138 | Vice President | ||
| Lane Bryant Outlet #4139, LLC | 4139 | Vice President | ||
| Lane Bryant Outlet #4141, LLC | 4141 | Vice President | ||
| Lane Bryant Outlet #4142, LLC | 4142 | Vice President | ||
| Lane Bryant Outlet #4143, LLC | 4143 | Vice President | ||
| Lane Bryant Outlet #4145, LLC | 4145 | Vice President | ||
| Lane Bryant Outlet #4146, LLC | 4146 | Vice President | ||
| Lane Bryant Outlet #4148, LLC | 4148 | Vice President | ||
| Lane Bryant Outlet #4149, LLC | 4149 | Vice President | ||
| Lane Bryant Outlet #4150, LLC | 4150 | Vice President | ||
| Lane Bryant Outlet #4151, LLC | 4151 | Vice President | ||
| Lane Bryant Outlet #4153, LLC | 4153 | Vice President | ||
| Lane Bryant Outlet #4155, LLC | 4155 | Vice President | ||
| Lane Bryant Outlet #4156, LLC | 4156 | Vice President | ||
| Lane Bryant Outlet #4158 of Deer Park, LLC | 4158 | Vice President | ||
| Lane Bryant Outlet #4159, LLC | 4159 | Vice President | ||
| Lane Bryant Outlet #4161, LLC | 4161 | Vice President | ||
| Lane Bryant Outlet #4163 of Olean, LLC | 4163 | Vice President | ||
| Lane Bryant Outlet #4165, LLC | 4165 | Vice President | ||
| Lane Bryant Outlet #4168, LLC | 4168 | Vice President | ||
| Lane Bryant Outlet #4171, LLC | 4171 | Vice President | ||
| Lane Bryant Outlet #4174, Inc. | 4174 | Vice President | ||
| Lane Bryant Outlet #4175, LLC | 4175 | Vice President | ||
| Lane Bryant Outlet #4179, LLC | 4179 | Vice President | ||
| Lane Bryant Outlet #4180, LLC | 4180 | Vice President | ||
| Lane Bryant Outlet #4182, LLC | 4182 | Vice President | ||
| Lane Bryant Outlet #4183, LLC | 4183 | Vice President | ||
| Lane Bryant Outlet #4184, LLC | 4184 | Vice President | ||
| Lane Bryant Outlet #4185, LLC | 4185 | Vice President | ||
| Lane Bryant Outlet #4186, Inc. | 4186 | Vice President | ||
| Lane Bryant Outlet 4189, LLC | 4189 | Vice President | ||
| Lane Bryant Outlet #4190, LLC | 4190 | Vice President | ||
| Lane Bryant Outlet #4191, LLC | 4191 | Vice President | ||
| Lane Bryant Outlet #4192, LLC | 4192 | Vice President | ||
| Lane Bryant Outlet #4193, LLC | 4193 | Vice President | ||
| Lane Bryant Outlet #4196, LLC | 4196 | Vice President | ||
| Lane Bryant Outlet 4237, Inc. | 4237 | Vice President |
| Lane Bryant Outlet #4239 of Riverhead, LLC | 4239 | Vice President | ||
| Lane Bryant Outlet #4240, LLC | 4240 | Vice President | ||
| Lane Bryant Outlet #4254, LLC | 4254 | Vice President | ||
| Lane Bryant Outlet #4272, LLC | 4272 | Vice President | ||
| Lane Bryant Outlet #4279, Inc. | 4279 | Vice President | ||
| Lane Bryant Outlet #4320, LLC | 4320 | Vice President | ||
| Lane Bryant Outlet #4322, LLC | 4322 | Vice President | ||
| Lane Bryant Outlet 4324, Inc. | 4324 | Vice President | ||
| Lane Bryant Outlet #4343, LLC | 4343 | Vice President | ||
| Lane Bryant #4503, LLC | 4503 | Vice President | ||
| Lane Bryant #4504, LLC | 4504 | Vice President | ||
| Lane Bryant #4506, LLC | 4506 | Vice President | ||
| Lane Bryant #4509, LLC | 4509 | Vice President | ||
| Lane Bryant 4510, Inc. | 4510 | Vice President | ||
| Lane Bryant #4511, LLC | 4511 | Vice President | ||
| Lane Bryant #4512, LLC | 4512 | Vice President | ||
| Lane Bryant #4515, LLC | 4515 | Vice President | ||
| Lane Bryant #4518, LLC | 4518 | Vice President | ||
| Lane Bryant #4519, LLC | 4519 | Vice President | ||
| Lane Bryant #4520, LLC | 4520 | Vice President | ||
| Lane Bryant 4521, Inc. | 4521 | Vice President | ||
| Lane Bryant #4522, Inc. | 4522 | Vice President | ||
| Lane Bryant 4523, LLC | 4523 | Vice President | ||
| Lane Bryant #4524, LLC | 4524 | Vice President | ||
| Lane Bryant #4525, LLC | 4525 | Vice President | ||
| Lane Bryant #4526, LLC | 4526 | Vice President | ||
| Lane Bryant #4527, LLC | 4527 | Vice President | ||
| Lane Bryant #4528, LLC | 4528 | Vice President | ||
| Lane Bryant #4529, LLC | 4529 | Vice President | ||
| Lane Bryant #4530, LLC | 4530 | Vice President | ||
| Lane Bryant #4531, LLC | 4531 | Vice President | ||
| Lane Bryant 4532, LLC | 4532 | Vice President | ||
| Lane Bryant #4533, LLC | 4533 | Vice President | ||
| Lane Bryant #4535, LLC | 4535 | Vice President | ||
| Lane Bryant 4536, Inc. | 4536 | Vice President | ||
| Lane Bryant #4539, LLC | 4539 | Vice President | ||
| Lane Bryant #4541, LLC | 4541 | Vice President | ||
| Lane Bryant #4542, LLC | 4542 | Vice President | ||
| Lane Bryant #4543, LLC | 4543 | Vice President | ||
| Lane Bryant #4544, LLC | 4544 | Vice President | ||
| Lane Bryant #4545, LLC | 4545 | Vice President | ||
| Lane Bryant #4546, LLC | 4546 | Vice President | ||
| Lane Bryant #4547, LLC | 4547 | Vice President | ||
| Lane Bryant #4548, LLC | 4548 | Vice President | ||
| Lane Bryant 4549, Inc. | 4549 | Vice President | ||
| Lane Bryant #4551, LLC | 4551 | Vice President | ||
| Lane Bryant 4553, LLC | 4553 | Vice President | ||
| Lane Bryant #4554, LLC | 4554 | Vice President | ||
| Lane Bryant #4555, LLC | 4555 | Vice President | ||
| Lane Bryant #4556, LLC | 4556 | Vice President | ||
| Lane Bryant #4557, LLC | 4557 | Vice President |
| Lane Bryant #4558, LLC | 4558 | Vice President | ||
| Lane Bryant #4560, LLC | 4560 | Vice President | ||
| Lane Bryant #4561, LLC | 4561 | Vice President | ||
| Lane Bryant #4562, LLC | 4562 | Vice President | ||
| Lane Bryant #4563, LLC | 4563 | Vice President | ||
| Lane Bryant #4565, LLC | 4565 | Vice President | ||
| Lane Bryant #4566, LLC | 4566 | Vice President | ||
| Lane Bryant #4567, LLC | 4567 | Vice President | ||
| Lane Bryant #4568, LLC | 4568 | Vice President | ||
| Lane Bryant #4569, LLC | 4569 | Vice President | ||
| Lane Bryant #4570, LLC | 4570 | Vice President | ||
| Lane Bryant #4571, LLC | 4571 | Vice President | ||
| Lane Bryant #4572, LLC | 4572 | Vice President | ||
| Lane Bryant #4573, LLC | 4573 | Vice President | ||
| Lane Bryant #4574, LLC | 4574 | Vice President | ||
| Lane Bryant #4575, LLC | 4575 | Vice President | ||
| Lane Bryant/Cacique #4576, LLC | 4576 | Vice President | ||
| Lane Bryant 4577, Inc. | 4577 | Vice President | ||
| Lane Bryant 4578, Inc. | 4578 | Vice President | ||
| Lane Bryant #4579, LLC | 4579 | Vice President | ||
| Lane Bryant #4580, LLC | 4580 | Vice President | ||
| Lane Bryant #4581, LLC | 4581 | Vice President | ||
| Lane Bryant #4582, LLC | 4582 | Vice President | ||
| Lane Bryant #4583, LLC | 4583 | Vice President | ||
| Lane Bryant #4584, LLC | 4584 | Vice President | ||
| Lane Bryant #4585, LLC | 4585 | Vice President | ||
| Lane Bryant #4586, LLC | 4586 | Vice President | ||
| Lane Bryant/Cacique #4589, LLC | 4589 | Vice President | ||
| Lane Bryant/Cacique #4590, LLC | 4590 | Vice President | ||
| Lane Bryant/Cacique #4591, LLC | 4591 | Vice President | ||
| Lane Bryant/Cacique #4592 of Vestal, LLC | 4592 | Vice President | ||
| Lane Bryant/Cacique #4593, LLC | 4593 | Vice President | ||
| Lane Bryant #4594, LLC | 4594 | Vice President | ||
| Lane Bryant/Cacique #4595, LLC | 4595 | Vice President | ||
| Lane Bryant #4596, LLC | 4596 | Vice President | ||
| Lane Bryant/Cacique #4597, LLC | 4597 | Vice President | ||
| Lane Bryant/Cacique #4598, LLC | 4598 | Vice President | ||
| Lane Bryant #4599, LLC | 4599 | Vice President | ||
| Lane Bryant #4600, LLC | 4600 | Vice President | ||
| Lane Bryant/Cacique #4601, LLC | 4601 | Vice President | ||
| Lane Bryant/Cacique #4602, LLC | 4602 | Vice President | ||
| Lane Bryant/Cacique #4603, LLC | 4603 | Vice President | ||
| Lane Bryant/Cacique 4604, LLC | 4604 | Vice President | ||
| Lane Bryant/Cacique #4605, LLC | 4605 | Vice President | ||
| Lane Bryant/Cacique #4606, LLC | 4606 | Vice President | ||
| Lane Bryant/Cacique #4608, LLC | 4608 | Vice President | ||
| Lane Bryant/Cacique #4609, LLC | 4609 | Vice President | ||
| Lane Bryant #4610, LLC | 4610 | Vice President | ||
| Lane Bryant #4612, LLC | 4612 | Vice President | ||
| Lane Bryant/Cacique #4614, LLC | 4614 | Vice President | ||
| Lane Bryant #4616, LLC | 4616 | Vice President |
| Lane Bryant #4617, LLC | 4617 | Vice President | ||
| Lane Bryant/Cacique 4619, Inc. | 4619 | Vice President | ||
| Lane Bryant #4620 of Saratoga County, LLC | 4620 | Vice President | ||
| Lane Bryant #4622, LLC | 4622 | Vice President | ||
| Lane Bryant/Cacique #4623, LLC | 4623 | Vice President | ||
| Lane Bryant/Cacique #4625, LLC | 4625 | Vice President | ||
| Lane Bryant/Cacique #4630, LLC | 4630 | Vice President | ||
| Lane Bryant/Cacique #4632, LLC | 4632 | Vice President | ||
| Lane Bryant #4633, LLC | 4633 | Vice President | ||
| Lane Bryant #4634, LLC | 4634 | Vice President | ||
| Lane Bryant/Cacique 4636, Inc. | 4636 | Vice President | ||
| Lane Bryant #4638, LLC | 4638 | Vice President | ||
| Lane Bryant/Cacique #4640, LLC | 4640 | Vice President | ||
| Lane Bryant #4641, LLC | 4641 | Vice President | ||
| Lane Bryant #4643, LLC | 4643 | Vice President | ||
| Lane Bryant/Cacique #4644, LLC | 4644 | Vice President | ||
| Lane Bryant/Cacique #4645, LLC | 4645 | Vice President | ||
| Lane Bryant #4646 of Horseheads, LLC | 4646 | Vice President | ||
| Lane Bryant #4647, LLC | 4647 | Vice President | ||
| Lane Bryant/Cacique #4648, LLC | 4648 | Vice President | ||
| Lane Bryant/Cacique 4649, Inc. | 4649 | Vice President | ||
| Lane Bryant/Cacique #4650, LLC | 4650 | Vice President | ||
| Lane Bryant #4652, LLC | 4652 | Vice President | ||
| Lane Bryant/Cacique #4653, LLC | 4653 | Vice President | ||
| Lane Bryant #4654, LLC | 4654 | Vice President | ||
| Lane Bryant #4655, LLC | 4655 | Vice President | ||
| Lane Bryant #4656, LLC | 4656 | Vice President | ||
| Lane Bryant #4657, LLC | 4657 | Vice President | ||
| Lane Bryant/Cacique #4659, LLC | 4659 | Vice President | ||
| Lane Bryant/Cacique #4660, LLC | 4660 | Vice President | ||
| Lane Bryant/Cacique #4661, LLC | 4661 | Vice President | ||
| Lane Bryant #4664, LLC | 4664 | Vice President | ||
| Lane Bryant #4665, LLC | 4665 | Vice President | ||
| Lane Bryant/Cacique #4667, LLC | 4667 | Vice President | ||
| Lane Bryant/Cacique #4668, LLC | 4668 | Vice President | ||
| Lane Bryant/Cacique #4671, LLC | 4671 | Vice President | ||
| Lane Bryant/Cacique #4672, LLC | 4672 | Vice President | ||
| Lane Bryant #4676, LLC | 4676 | Vice President | ||
| Lane Bryant #4677, LLC | 4677 | Vice President | ||
| Lane Bryant 4679, Inc. | 4679 | Vice President | ||
| Lane Bryant #4680, LLC | 4680 | Vice President | ||
| Lane Bryant/Cacique #4681, LLC | 4681 | Vice President | ||
| Lane Bryant/Cacique #4683, LLC | 4683 | Vice President | ||
| Lane Bryant #4685, LLC | 4685 | Vice President | ||
| Lane Bryant 4688, Inc. | 4688 | Vice President | ||
| Lane Bryant/Cacique 4689, Inc. | 4689 | Vice President | ||
| Lane Bryant #4691, LLC | 4691 | Vice President | ||
| Lane Bryant/Cacique #4692, LLC | 4692 | Vice President | ||
| Lane Bryant #4693, LLC | 4693 | Vice President | ||
| Lane Bryant #4694, LLC | 4694 | Vice President | ||
| Lane Bryant #4696, LLC | 4696 | Vice President |
| Lane Bryant #4697, LLC | 4697 | Vice President | ||
| Lane Bryant #4700, LLC | 4700 | Vice President | ||
| Lane Bryant/Cacique #4701, LLC | 4701 | Vice President | ||
| Lane Bryant/Cacique #4702, LLC | 4702 | Vice President | ||
| Lane Bryant #4705, LLC | 4705 | Vice President | ||
| Lane Bryant #4706, LLC | 4706 | Vice President | ||
| Lane Bryant #4709, LLC | 4709 | Vice President | ||
| Lane Bryant #4710, LLC | 4710 | Vice President | ||
| Lane Bryant #4711, LLC | 4711 | Vice President | ||
| Lane Bryant #4714, LLC | 4714 | Vice President | ||
| Lane Bryant #4719, LLC | 4719 | Vice President | ||
| Lane Bryant/Cacique #4720, LLC | 4720 | Vice President | ||
| Lane Bryant 4723, Inc. | 4723 | Vice President | ||
| Lane Bryant/Cacique #4724, LLC | 4724 | Vice President | ||
| Lane Bryant #4727, LLC | 4727 | Vice President | ||
| Lane Bryant #4733, LLC | 4733 | Vice President | ||
| Lane Bryant #4734, INC. | 4734 | Vice President | ||
| Lane Bryant #4736, LLC | 4736 | Vice President | ||
| Lane Bryant #4737, LLC | 4737 | Vice President | ||
| Lane Bryant 4740, Inc. | 4740 | Vice President | ||
| Lane Bryant #4741, LLC | 4741 | Vice President | ||
| Lane Bryant #4742, LLC | 4742 | Vice President | ||
| Lane Bryant #4743, LLC | 4743 | Vice President | ||
| Lane Bryant #4744, Inc. | 4744 | Vice President | ||
| Lane Bryant #4745, LLC | 4745 | Vice President | ||
| Lane Bryant #4746, LLC | 4746 | Vice President | ||
| Lane Bryant #4747, Inc. | 4747 | Vice President | ||
| Lane Bryant #4748, LLC | 4748 | Vice President | ||
| Lane Bryant #4749, Inc. | 4749 | Vice President | ||
| Lane Bryant #4750, LLC | 4750 | Vice President | ||
| Lane Bryant #4751, LLC | 4751 | Vice President | ||
| Lane Bryant #4752, LLC | 4752 | Vice President | ||
| Lane Bryant #4753, LLC | 4753 | Vice President | ||
| Lane Bryant #4754, LLC | 4754 | Vice President | ||
| Lane Bryant #4755, LLC | 4755 | Vice President | ||
| Lane Bryant #4756, LLC | 4756 | Vice President | ||
| Lane Bryant #4758, LLC | 4758 | Vice President | ||
| Lane Bryant #4759, LLC | 4759 | Vice President | ||
| Lane Bryant #4760, LLC | 4760 | Vice President | ||
| Lane Bryant #4761, Inc. | 4761 | Vice President | ||
| Lane Bryant #4762, LLC | 4762 | Vice President | ||
| Lane Bryant #4763, LLC | 4763 | Vice President | ||
| Lane Bryant #4764, LLC | 4764 | Vice President | ||
| Lane Bryant #4765, Inc. | 4765 | Vice President | ||
| Lane Bryant 4766, Inc. | 4766 | Vice President | ||
| Lane Bryant #4767, LLC | 4767 | Vice President | ||
| Lane Bryant #4768, LLC | 4768 | Vice President | ||
| Lane Bryant #4769, LLC | 4769 | Vice President | ||
| Lane Bryant #4770, LLC | 4770 | Vice President | ||
| Lane Bryant #4771, LLC | 4771 | Vice President | ||
| Lane Bryant #4772, LLC | 4772 | Vice President |
| Lane Bryant #4773, Inc. | 4773 | Vice President | ||
| Lane Bryant #4774, LLC | 4774 | Vice President | ||
| Lane Bryant #4775, LLC | 4775 | Vice President | ||
| Lane Bryant #4776, LLC | 4776 | Vice President | ||
| Lane Bryant #4777, LLC | 4777 | Vice President | ||
| Lane Bryant #4778, Inc. | 4778 | Vice President | ||
| Lane Bryant #4779, Inc. | 4779 | Vice President | ||
| Lane Bryant #4780, LLC | 4780 | Vice President | ||
| Lane Bryant #4781, Inc. | 4781 | Vice President | ||
| Lane Bryant #4782, LLC | 4782 | Vice President | ||
| Lane Bryant #4783, LLC | 4783 | Vice President | ||
| Lane Bryant #4793, LLC | 4793 | Vice President | ||
| Lane Bryant #4794, LLC | 4794 | Vice President | ||
| Lane Bryant #4795, LLC | 4795 | Vice President | ||
| Lane Bryant #4796 of Pelham Manor, LLC | 4796 | Vice President | ||
| Lane Bryant #4797, LLC | 4797 | Vice President | ||
| Lane Bryant #4798, LLC | 4798 | Vice President | ||
| Lane Bryant 4800, Inc. | 4800 | Vice President | ||
| Lane Bryant #4801, LLC | 4801 | Vice President | ||
| Lane Bryant #4802, LLC | 4802 | Vice President | ||
| Lane Bryant #4803, LLC | 4803 | Vice President | ||
| Lane Bryant 4804, Inc. | 4804 | Vice President | ||
| Lane Bryant #4805, LLC | 4805 | Vice President | ||
| Lane Bryant #4806, LLC | 4806 | Vice President | ||
| Lane Bryant #4807, LLC | 4807 | Vice President | ||
| Lane Bryant #4808 of Westbury, LLC | 4808 | Vice President | ||
| Lane Bryant #4810, LLC | 4810 | Vice President | ||
| Lane Bryant #4811, LLC | 4811 | Vice President | ||
| Lane Bryant #4812, LLC | 4812 | Vice President | ||
| Catherines #5013, LLC | 5013 | Vice President | ||
| Catherines #5014, LLC | 5014 | Vice President | ||
| Catherines #5016, LLC | 5016 | Vice President | ||
| Catherines #5022, LLC | 5022 | Vice President | ||
| Catherines #5023, LLC | 5023 | Vice President | ||
| Catherines #5029 of New Hartford, Inc. | 5029 | Vice President | ||
| Catherines #5037, LLC | 5037 | Vice President | ||
| Catherines #5039, Inc. | 5039 | Vice President | ||
| Catherines #5044, LLC | 5044 | Vice President | ||
| Catherines #5052, Inc. | 5052 | Vice President | ||
| Catherines #5054, LLC | 5054 | Vice President | ||
| Catherines #5058, LLC | 5058 | Vice President | ||
| Catherines #5063, LLC | 5063 | Vice President | ||
| Catherines #5069, LLC | 5069 | Vice President | ||
| Catherines #5075, LLC | 5075 | Vice President | ||
| Catherines #5076, LLC | 5076 | Vice President | ||
| Catherines #5077, LLC | 5077 | Vice President | ||
| Catherines #5085, LLC | 5085 | Vice President | ||
| Catherines #5094, Inc. | 5094 | Vice President | ||
| Catherines #5097, LLC | 5097 | Vice President | ||
| Catherines #5114, LLC | 5114 | Vice President | ||
| Catherines #5118, Inc. | 5118 | Vice President |
| Catherines #5124, Inc. | 5124 | Vice President | ||
| Catherines #5127, Inc. | 5127 | Vice President | ||
| Catherines #5129, LLC | 5129 | Vice President | ||
| Catherines #5134, LLC | 5134 | Vice President | ||
| Catherines #5141, LLC | 5141 | Vice President | ||
| Catherines #5147, Inc. | 5147 | Vice President | ||
| Catherines #5149, Inc. | 5149 | Vice President | ||
| Catherines #5150, LLC | 5150 | Vice President | ||
| Catherines #5157, LLC | 5157 | Vice President | ||
| Catherines #5172, Inc. | 5172 | Vice President | ||
| Catherines #5173, Inc. | 5173 | Vice President | ||
| Catherines #5175, LLC | 5175 | Vice President | ||
| Catherines #5176, LLC | 5176 | Vice President | ||
| Catherines #5177, LLC | 5177 | Vice President | ||
| Catherines #5179, Inc. | 5179 | Vice President | ||
| Catherines #5188, LLC | 5188 | Vice President | ||
| Catherines #5189, Inc. | 5189 | Vice President | ||
| Catherines #5200, LLC | 5200 | Vice President | ||
| Catherines #5215, LLC | 5215 | Vice President | ||
| Catherines #5217, LLC | 5217 | Vice President | ||
| Catherines #5220, LLC | 5220 | Vice President | ||
| Catherines #5227, LLC | 5227 | Vice President | ||
| Catherines #5231, LLC | 5231 | Vice President | ||
| Catherines #5232, LLC | 5232 | Vice President | ||
| Catherines #5239, LLC | 5239 | Vice President | ||
| Catherines #5242, LLC | 5242 | Vice President | ||
| Catherines #5247, LLC | 5247 | Vice President | ||
| Catherines #5248, LLC | 5248 | Vice President | ||
| Catherines #5267, Inc. | 5267 | Vice President | ||
| Catherines #5269, LLC | 5269 | Vice President | ||
| Catherines #5275, Inc. | 5275 | Vice President | ||
| Catherines #5279, Inc. | 5279 | Vice President | ||
| Catherines 5282, Inc. | 5282 | Vice President | ||
| Catherines #5300, LLC | 5300 | Vice President | ||
| Catherines #5303, LLC | 5303 | Vice President | ||
| Catherines #5307, LLC | 5307 | Vice President | ||
| Catherines #5335, LLC | 5335 | Vice President | ||
| Catherines #5340, Inc. | 5340 | Vice President | ||
| Catherines #5342, Inc. | 5342 | Vice President | ||
| Catherines #5344 of Mays Landing, Inc. | 5344 | Vice President | ||
| Catherines #5345 of Colonial Heights, Inc. | 5345 | Vice President | ||
| Catherines #5348, Inc. | 5348 | Vice President | ||
| Catherines #5349, Inc. | 5349 | Vice President | ||
| Catherines #5351, Inc. | 5351 | Vice President | ||
| Catherines #5353, Inc. | 5353 | Vice President | ||
| Catherines #5356, Inc. | 5356 | Vice President | ||
| Catherines #5358, Inc. | 5358 | Vice President | ||
| Catherines #5359, Inc. | 5359 | Vice President | ||
| Catherines #5360, Inc. | 5360 | Vice President | ||
| Catherines #5362, Inc. | 5362 | Vice President | ||
| Catherines #5363, Inc. | 5363 | Vice President |
| Catherines #5365, Inc. | 5365 | Vice President | ||
| Catherines #5368, Inc. | 5368 | Vice President | ||
| Catherines #5369, Inc. | 5369 | Vice President | ||
| Catherines #5370, Inc. | 5370 | Vice President | ||
| Catherines #5371, Inc. | 5371 | Vice President | ||
| Catherines #5372, Inc. | 5372 | Vice President | ||
| Catherines #5375, Inc. | 5375 | Vice President | ||
| Catherines #5376, Inc. | 5376 | Vice President | ||
| Catherines #5377, Inc. | 5377 | Vice President | ||
| Catherines #5378, Inc. | 5378 | Vice President | ||
| Catherines #5380, Inc. | 5380 | Vice President | ||
| Catherines #5382 of Vestal, Inc. | 5382 | Vice President | ||
| Catherines #5384, Inc. | 5384 | Vice President | ||
| Catherines #5387, Inc. | 5387 | Vice President | ||
| Catherines #5388, Inc. | 5388 | Vice President | ||
| Catherines #5390, Inc. | 5390 | Vice President | ||
| Catherines #5396, Inc. | 5396 | Vice President | ||
| Catherines #5397, Inc. | 5397 | Vice President | ||
| Catherines #5402, Inc. | 5402 | Vice President | ||
| Catherines 5405, Inc. | 5405 | Vice President | ||
| Catherines 5406, Inc. | 5406 | Vice President | ||
| Catherines #5407, Inc. | 5407 | Vice President | ||
| Catherines #5408, Inc. | 5408 | Vice President | ||
| Catherines #5410, Inc. | 5410 | Vice President | ||
| Catherines #5411, Inc. | 5411 | Vice President | ||
| Catherines #5413 of Dewitt, Inc. | 5413 | Vice President | ||
| Catherines #5416, Inc. | 5416 | Vice President | ||
| Catherines #5420, LLC | 5420 | Vice President | ||
| Catherines #5427, Inc. | 5427 | Vice President | ||
| Catherines #5428, Inc. | 5428 | Vice President | ||
| Catherines #5432, Inc. | 5432 | Vice President | ||
| Catherines #5434, LLC | 5434 | Vice President | ||
| Catherines #5550, Inc. | 5550 | Vice President | ||
| Catherines #5552, Inc. | 5552 | Vice President | ||
| Catherines #5553, Inc. | 5553 | Vice President | ||
| Catherines #5555, Inc. | 5555 | Vice President | ||
| Catherines #5556, Inc. | 5556 | Vice President | ||
| Catherines #5557, LLC | 5557 | Vice President | ||
| Catherines #5558, LLC | 5558 | Vice President | ||
| Catherines #5559, LLC | 5559 | Vice President | ||
| Catherines #5560, LLC | 5560 | Vice President | ||
| Catherines #5561, LLC | 5561 | Vice President | ||
| Catherines #5562, LLC | 5562 | Vice President | ||
| Catherines #5563, LLC | 5563 | Vice President | ||
| Catherines #5564, LLC | 5564 | Vice President | ||
| Catherines #5566, LLC | 5566 | Vice President | ||
| Catherines #5567, LLC | 5567 | Vice President | ||
| Catherines #5568, LLC | 5568 | Vice President | ||
| Catherines 5569, Inc. | 5569 | Vice President | ||
| Catherines #5570, LLC | 5570 | Vice President | ||
| Catherines #5571, LLC | 5571 | Vice President |
| Catherines #5572, LLC | 5572 | Vice President | ||
| Catherines #5573, LLC | 5573 | Vice President | ||
| Catherines #5574, LLC | 5574 | Vice President | ||
| Catherines #5575, LLC | 5575 | Vice President | ||
| Catherines #5578, LLC | 5578 | Vice President | ||
| Catherines #5579, LLC | 5579 | Vice President | ||
| Catherines #5580, LLC | 5580 | Vice President | ||
| Catherines #5582, LLC | 5582 | Vice President | ||
| Catherines #5644, Inc. | 5644 | Vice President | ||
| Catherines #5646, Inc. | 5646 | Vice President | ||
| Catherines 5647, Inc. | 5647 | Vice President | ||
| Catherines #5648, Inc. | 5648 | Vice President | ||
| Catherines #5687, LLC | 5687 | Vice President | ||
| Catherines #5702, LLC | 5702 | Vice President | ||
| Catherines #5706, Inc. | 5706 | Vice President | ||
| Catherines #5713, Inc. | 5713 | Vice President | ||
| Catherines #5717, LLC | 5717 | Vice President | ||
| Catherines #5718, Inc. | 5718 | Vice President | ||
| Catherines #5724, LLC | 5724 | Vice President | ||
| Catherines #5725, Inc. | 5725 | Vice President | ||
| Catherines 5738, Inc. | 5738 | Vice President | ||
| Catherines 5741, Inc. | 5741 | Vice President | ||
| Catherines 5742, Inc. | 5742 | Vice President | ||
| Catherines #5743, Inc. | 5743 | Vice President | ||
| Catherines #5745, Inc. | 5745 | Vice President | ||
| Catherines #5746, Inc. | 5746 | Vice President | ||
| Catherines #5748, Inc. | 5748 | Vice President | ||
| Catherines #5749 of Clay, Inc. | 5749 | Vice President | ||
| Catherines #5751, LLC | 5751 | Vice President | ||
| Catherines #5753, Inc. | 5753 | Vice President | ||
| Catherines #5757, Inc. | 5757 | Vice President | ||
| Catherines #5772, LLC | 5772 | Vice President | ||
| Catherines #5781, LLC | 5781 | Vice President | ||
| Catherines #5784, LLC | 5784 | Vice President | ||
| Catherines #5785, LLC | 5785 | Vice President | ||
| Catherines #5786, LLC | 5786 | Vice President | ||
| Catherines #5788, LLC | 5788 | Vice President | ||
| Catherines #5791, LLC | 5791 | Vice President | ||
| Catherines #5793, Inc. | 5793 | Vice President | ||
| Catherines #5794 of Pittsford, Inc. | 5794 | Vice President | ||
| Catherines #5796 of Poughkeepsie, Inc. | 5796 | Vice President | ||
| Catherines #5802, LLC | 5802 | Vice President | ||
| Catherines #5808, LLC | 5808 | Vice President | ||
| Catherines #5812, Inc. | 5812 | Vice President | ||
| Catherines #5814, LLC | 5814 | Vice President | ||
| Catherines #5816, LLC | 5816 | Vice President | ||
| Catherines #5817 of Amherst, LLC | 5817 | Vice President | ||
| Catherines #5819, Inc. | 5819 | Vice President | ||
| Catherines #5824, LLC | 5824 | Vice President | ||
| Catherines 5832, Inc. | 5832 | Vice President | ||
| Catherines 5834, Inc. | 5834 | Vice President |
| Catherines #5837, LLC | 5837 | Vice President | ||
| Catherines #5845, Inc. | 5845 | Vice President | ||
| Catherines #5848, Inc. | 5848 | Vice President | ||
| Catherines #5849, Inc. | 5849 | Vice President | ||
| Catherines #5857, Inc. | 5857 | Vice President | ||
| Catherines #5858, Inc. | 5858 | Vice President | ||
| Catherines #5859, Inc. | 5859 | Vice President | ||
| Catherines #5861, Inc. | 5861 | Vice President | ||
| Catherines #5863, Inc. | 5863 | Vice President | ||
| Catherines #5867, Inc. | 5867 | Vice President | ||
| Catherines #5871, Inc. | 5871 | Vice President | ||
| Catherines #5873, Inc. | 5873 | Vice President | ||
| Catherines #5874, Inc. | 5874 | Vice President | ||
| Catherines #5875, Inc. | 5875 | Vice President | ||
| Catherines #5876, Inc. | 5876 | Vice President | ||
| Catherines #5879, Inc. | 5879 | Vice President | ||
| Catherines #5881, Inc. | 5881 | Vice President | ||
| Catherines #5885, Inc. | 5885 | Vice President | ||
| Catherines #5889, Inc. | 5889 | Vice President | ||
| Catherines #5890, Inc. | 5890 | Vice President | ||
| Catherines #5893, Inc. | 5893 | Vice President | ||
| Catherines #5951, LLC | 5951 | Vice President | ||
| Catherines #5952, LLC | 5952 | Vice President | ||
| Catherines #5955, LLC | 5955 | Vice President | ||
| Catherines #5956, LLC | 5956 | Vice President | ||
| Catherines #5957, LLC | 5957 | Vice President | ||
| Catherines #5958, LLC | 5958 | Vice President | ||
| Catherines #5959, LLC | 5959 | Vice President | ||
| Catherines #5960, LLC | 5960 | Vice President | ||
| Catherines #5961, LLC | 5961 | Vice President | ||
| Catherines #5962, LLC | 5962 | Vice President | ||
| Catherines #5963, LLC | 5963 | Vice President | ||
| Catherines #5965, LLC | 5965 | Vice President | ||
| Catherines #5966, LLC | 5966 | Vice President | ||
| Catherines #5967, LLC | 5967 | Vice President | ||
| Catherines #5968, LLC | 5968 | Vice President | ||
| Catherines #5969, LLC | 5969 | Vice President | ||
| Catherines 5970, LLC | 5970 | Vice President | ||
| Catherines #5971, LLC | 5971 | Vice President | ||
| Catherines #5972, LLC | 5972 | Vice President | ||
| Catherines #5973, LLC | 5973 | Vice President | ||
| Catherines #5974, LLC | 5974 | Vice President | ||
| Catherines 5975, Inc. | 5975 | Vice President | ||
| Catherines #5976, LLC | 5976 | Vice President | ||
| Catherines #5977, LLC | 5977 | Vice President | ||
| Catherines #5979, LLC | 5979 | Vice President | ||
| Catherines #5980, LLC | 5980 | Vice President | ||
| Catherines #5982, LLC | 5982 | Vice President | ||
| Catherines #5983, LLC | 5983 | Vice President | ||
| Lane Bryant #6004, LLC | 6004 | Vice President | ||
| Lane Bryant #6008, Inc. | 6008 | Vice President |
| Lane Bryant #6012, LLC | 6012 | Vice President | ||
| Lane Bryant #6013, LLC | 6013 | Vice President | ||
| Lane Bryant #6017, LLC | 6017 | Vice President | ||
| Lane Bryant #6019, LLC | 6019 | Vice President | ||
| Lane Bryant #6032, LLC | 6032 | Vice President | ||
| Lane Bryant 6038, Inc. | 6038 | Vice President | ||
| Lane Bryant #6041, LLC | 6041 | Vice President | ||
| Lane Bryant 6042, Inc. | 6042 | Vice President | ||
| Lane Bryant 6044, Inc. | 6044 | Vice President | ||
| Lane Bryant 6045, Inc. | 6045 | Vice President | ||
| Lane Bryant #6046, LLC | 6046 | Vice President | ||
| Lane Bryant #6051, LLC | 6051 | Vice President | ||
| Lane Bryant #6053, LLC | 6053 | Vice President | ||
| Lane Bryant #6059, LLC | 6059 | Vice President | ||
| Lane Bryant #6065, LLC | 6065 | Vice President | ||
| Lane Bryant 6067, Inc. | 6067 | Vice President | ||
| Lane Bryant #6078, LLC | 6078 | Vice President | ||
| Lane Bryant #6083, Inc. | 6083 | Vice President | ||
| Lane Bryant #6097, LLC | 6097 | Vice President | ||
| Lane Bryant #6116, LLC | 6116 | Vice President | ||
| Lane Bryant #6118, LLC | 6118 | Vice President | ||
| Lane Bryant #6120, Inc. | 6120 | Vice President | ||
| Lane Bryant 6122, Inc. | 6122 | Vice President | ||
| Lane Bryant #6126, LLC | 6126 | Vice President | ||
| Lane Bryant 6134, Inc. | 6134 | Vice President | ||
| Lane Bryant #6147 of Victor, LLC | 6147 | Vice President | ||
| Lane Bryant #6154, LLC | 6154 | Vice President | ||
| Lane Bryant #6155, LLC | 6155 | Vice President | ||
| Lane Bryant #6157, Inc. | 6157 | Vice President | ||
| Lane Bryant #6158, LLC | 6158 | Vice President | ||
| Lane Bryant 6161, Inc. | 6161 | Vice President | ||
| Lane Bryant #6163, LLC | 6163 | Vice President | ||
| Lane Bryant #6166, LLC | 6166 | Vice President | ||
| Lane Bryant #6170, LLC | 6170 | Vice President | ||
| Lane Bryant #6178, LLC | 6178 | Vice President | ||
| Lane Bryant #6181, Inc. | 6181 | Vice President | ||
| Lane Bryant #6183, LLC | 6183 | Vice President | ||
| Lane Bryant #6188, LLC | 6188 | Vice President | ||
| Lane Bryant #6196, Inc. | 6196 | Vice President | ||
| Lane Bryant #6202, LLC | 6202 | Vice President | ||
| Lane Bryant/Cacique #6203, LLC | 6203 | Vice President | ||
| Lane Bryant #6205, LLC | 6205 | Vice President | ||
| Lane Bryant #6209, LLC | 6209 | Vice President | ||
| Lane Bryant #6211, LLC | 6211 | Vice President | ||
| Lane Bryant #6213, LLC | 6213 | Vice President | ||
| Lane Bryant #6215, Inc. | 6215 | Vice President | ||
| Lane Bryant #6218, Inc. | 6218 | Vice President | ||
| Lane Bryant #6219, LLC | 6219 | Vice President | ||
| Lane Bryant #6222, LLC | 6222 | Vice President | ||
| Lane Bryant #6230, Inc. | 6230 | Vice President | ||
| Lane Bryant #6231, LLC | 6231 | Vice President |
| Lane Bryant #6234, LLC | 6234 | Vice President | ||
| Lane Bryant #6238, Inc. | 6238 | Vice President | ||
| Lane Bryant #6243, Inc. | 6243 | Vice President | ||
| Lane Bryant #6245, Inc. | 6245 | Vice President | ||
| Lane Bryant #6248, Inc. | 6248 | Vice President | ||
| Lane Bryant #6249, LLC | 6249 | Vice President | ||
| Lane Bryant #6251, Inc. | 6251 | Vice President | ||
| Lane Bryant #6257 of Staten Island, LLC | 6257 | Vice President | ||
| Lane Bryant #6260, Inc. | 6260 | Vice President | ||
| Lane Bryant 6261, Inc. | 6261 | Vice President | ||
| Lane Bryant #6264, LLC | 6264 | Vice President | ||
| Lane Bryant #6271, Inc. | 6271 | Vice President | ||
| Lane Bryant #6278, LLC | 6278 | Vice President | ||
| Lane Bryant #6280 of Levittown, LLC | 6280 | Vice President | ||
| Lane Bryant #6282, LLC | 6282 | Vice President | ||
| Lane Bryant #6290, LLC | 6290 | Vice President | ||
| Lane Bryant #6291, LLC | 6291 | Vice President | ||
| Lane Bryant #6294, LLC | 6294 | Vice President | ||
| Lane Bryant #6295, Inc. | 6295 | Vice President | ||
| Lane Bryant #6298, LLC | 6298 | Vice President | ||
| Lane Bryant #6301, LLC | 6301 | Vice President | ||
| Lane Bryant #6302, LLC | 6302 | Vice President | ||
| Lane Bryant/Cacique #6304 of Albany, LLC | 6304 | Vice President | ||
| Lane Bryant #6315 of Bayshore, Inc. | 6315 | Vice President | ||
| Lane Bryant 6319, Inc. | 6319 | Vice President | ||
| Lane Bryant #6321, LLC | 6321 | Vice President | ||
| Lane Bryant 6324, Inc. | 6324 | Vice President | ||
| Lane Bryant 6328, Inc. | 6328 | Vice President | ||
| Lane Bryant 6330, Inc. | 6330 | Vice President | ||
| Lane Bryant #6336, LLC | 6336 | Vice President | ||
| Lane Bryant #6341, LLC | 6341 | Vice President | ||
| Lane Bryant #6342, Inc. | 6342 | Vice President | ||
| Lane Bryant #6345, LLC | 6345 | Vice President | ||
| Lane Bryant #6350, LLC | 6350 | Vice President | ||
| Lane Bryant #6353, LLC | 6353 | Vice President | ||
| Lane Bryant/Cacique #6354, LLC | 6354 | Vice President | ||
| Lane Bryant #6365, LLC | 6365 | Vice President | ||
| Lane Bryant #6366, Inc. | 6366 | Vice President | ||
| Lane Bryant #6369, Inc. | 6369 | Vice President | ||
| Lane Bryant #6371, Inc. | 6371 | Vice President | ||
| Lane Bryant #6372, Inc. | 6372 | Vice President | ||
| Lane Bryant #6373 of Shirley, Inc. | 6373 | Vice President | ||
| Lane Bryant #6374, Inc. | 6374 | Vice President | ||
| Lane Bryant/Cacique #6375, LLC | 6375 | Vice President | ||
| Lane Bryant #6385, Inc. | 6385 | Vice President | ||
| Lane Bryant/Cacique #6387, LLC | 6387 | Vice President | ||
| Lane Bryant #6388, LLC | 6388 | Vice President | ||
| Lane Bryant #6390, LLC | 6390 | Vice President | ||
| Lane Bryant 6391, Inc. | 6391 | Vice President | ||
| Lane Bryant #6392, LLC | 6392 | Vice President | ||
| Lane Bryant 6394, Inc. | 6394 | Vice President |
| Lane Bryant 6398, Inc. | 6398 | Vice President | ||
| Lane Bryant #6399, LLC | 6399 | Vice President | ||
| Lane Bryant #6401, Inc. | 6401 | Vice President | ||
| Lane Bryant #6404, Inc. | 6404 | Vice President | ||
| Lane Bryant 6405, LLC | 6405 | Vice President | ||
| Lane Bryant #6406, Inc. | 6406 | Vice President | ||
| Lane Bryant #6409, Inc. | 6409 | Vice President | ||
| Lane Bryant #6417, LLC | 6417 | Vice President | ||
| Lane Bryant #6419, LLC | 6419 | Vice President | ||
| Lane Bryant #6420, Inc. | 6420 | Vice President | ||
| Lane Bryant #6421, Inc. | 6421 | Vice President | ||
| Lane Bryant #6432, Inc. | 6432 | Vice President | ||
| Lane Bryant #6433, Inc. | 6433 | Vice President | ||
| Lane Bryant #6435, LLC | 6435 | Vice President | ||
| Lane Bryant #6442, LLC | 6442 | Vice President | ||
| Lane Bryant #6446, LLC | 6446 | Vice President | ||
| Lane Bryant #6456, Inc. | 6456 | Vice President | ||
| Lane Bryant #6457 of Buffalo, Inc. | 6457 | Vice President | ||
| Lane Bryant #6461, Inc. | 6461 | Vice President | ||
| Lane Bryant #6464, Inc. | 6464 | Vice President | ||
| Lane Bryant #6466, Inc. | 6466 | Vice President | ||
| Lane Bryant #6470, LLC | 6470 | Vice President | ||
| Lane Bryant #6474, LLC | 6474 | Vice President | ||
| Lane Bryant #6478, Inc. | 6478 | Vice President | ||
| Lane Bryant #6481, LLC | 6481 | Vice President | ||
| Lane Bryant #6484, LLC | 6484 | Vice President | ||
| Lane Bryant #6485, LLC | 6485 | Vice President | ||
| Lane Bryant #6490, LLC | 6490 | Vice President | ||
| Lane Bryant #6491, LLC | 6491 | Vice President | ||
| Lane Bryant #6494, LLC | 6494 | Vice President | ||
| Lane Bryant 6496, LLC | 6496 | Vice President | ||
| Lane Bryant #6499, LLC | 6499 | Vice President | ||
| Lane Bryant/Cacique #6518, LLC | 6518 | Vice President | ||
| Lane Bryant #6521, LLC | 6521 | Vice President | ||
| Lane Bryant #6522, LLC | 6522 | Vice President | ||
| Lane Bryant 6525, LLC | 6525 | Vice President | ||
| Lane Bryant 6529, Inc. | 6529 | Vice President | ||
| Lane Bryant #6537, LLC | 6537 | Vice President | ||
| Lane Bryant #6540, Inc. | 6540 | Vice President | ||
| Lane Bryant #6541, LLC | 6541 | Vice President | ||
| Lane Bryant #6542, Inc. | 6542 | Vice President | ||
| Lane Bryant 6543, Inc. | 6543 | Vice President | ||
| Lane Bryant 6547, Inc. | 6547 | Vice President | ||
| Lane Bryant #6557, LLC | 6557 | Vice President | ||
| Lane Bryant #6563 of New Hartford, LLC | 6563 | Vice President | ||
| Lane Bryant #6565, LLC | 6565 | Vice President | ||
| Lane Bryant #6566, LLC | 6566 | Vice President | ||
| Lane Bryant #6570, LLC | 6570 | Vice President | ||
| Lane Bryant 6575, Inc. | 6575 | Vice President | ||
| Lane Bryant #6577, LLC | 6577 | Vice President | ||
| Lane Bryant/Cacique #6579, LLC | 6579 | Vice President |
| Lane Bryant #6581, LLC | 6581 | Vice President | ||
| Lane Bryant #6582, LLC | 6582 | Vice President | ||
| Lane Bryant #6586, LLC | 6586 | Vice President | ||
| Lane Bryant #6587, LLC | 6587 | Vice President | ||
| Lane Bryant #6588, LLC | 6588 | Vice President | ||
| Lane Bryant #6603, LLC | 6603 | Vice President | ||
| Lane Bryant #6606, LLC | 6606 | Vice President | ||
| Lane Bryant #6615, LLC | 6615 | Vice President | ||
| Lane Bryant #6617, LLC | 6617 | Vice President | ||
| Lane Bryant 6618, LLC | 6618 | Vice President | ||
| Lane Bryant #6623, Inc. | 6623 | Vice President | ||
| Lane Bryant 6625, Inc. | 6625 | Vice President | ||
| Lane Bryant #6637, LLC | 6637 | Vice President | ||
| Lane Bryant #6644, LLC | 6644 | Vice President | ||
| Lane Bryant #6651, LLC | 6651 | Vice President | ||
| Lane Bryant #6652, LLC | 6652 | Vice President | ||
| Lane Bryant #6654, LLC | 6654 | Vice President | ||
| Lane Bryant #6655, LLC | 6655 | Vice President | ||
| Lane Bryant #6657, LLC | 6657 | Vice President | ||
| Lane Bryant #6658, LLC | 6658 | Vice President | ||
| Lane Bryant #6659, LLC | 6659 | Vice President | ||
| Lane Bryant 6662, Inc. | 6662 | Vice President | ||
| Lane Bryant #6666 of Poughkeepsie, LLC | 6666 | Vice President | ||
| Lane Bryant #6668, LLC | 6668 | Vice President | ||
| Lane Bryant #6671, LLC | 6671 | Vice President | ||
| Lane Bryant #6674, LLC | 6674 | Vice President | ||
| Lane Bryant #6679, LLC | 6679 | Vice President | ||
| Lane Bryant #6680, LLC | 6680 | Vice President | ||
| Lane Bryant #6682, LLC | 6682 | Vice President | ||
| Lane Bryant 6684, LLC | 6684 | Vice President | ||
| Lane Bryant #6685, LLC | 6685 | Vice President | ||
| Lane Bryant #6686, LLC | 6686 | Vice President | ||
| Lane Bryant 6688, Inc. | 6688 | Vice President | ||
| Lane Bryant #6690, LLC | 6690 | Vice President | ||
| Lane Bryant #6692, LLC | 6692 | Vice President | ||
| Lane Bryant #6696, LLC | 6696 | Vice President | ||
| Lane Bryant #6703, LLC | 6703 | Vice President | ||
| Lane Bryant #6704, LLC | 6704 | Vice President | ||
| Lane Bryant #6708, LLC | 6708 | Vice President | ||
| Lane Bryant #6709, LLC | 6709 | Vice President | ||
| Lane Bryant #6710, LLC | 6710 | Vice President | ||
| Lane Bryant #6711, LLC | 6711 | Vice President | ||
| Lane Bryant #6721, LLC | 6721 | Vice President | ||
| Lane Bryant 6722, Inc. | 6722 | Vice President | ||
| Lane Bryant #6740, LLC | 6740 | Vice President | ||
| Lane Bryant #6741, LLC | 6741 | Vice President | ||
| Lane Bryant #6743, LLC | 6743 | Vice President | ||
| Lane Bryant #6745, LLC | 6745 | Vice President | ||
| Lane Bryant #6750 of East Northport, LLC | 6750 | Vice President | ||
| Lane Bryant #6756, LLC | 6756 | Vice President | ||
| Lane Bryant #6759, LLC | 6759 | Vice President |
| Lane Bryant #6760, LLC | 6760 | Vice President | ||
| Lane Bryant #6763, LLC | 6763 | Vice President | ||
| Lane Bryant #6765, LLC | 6765 | Vice President | ||
| Lane Bryant #6766, LLC | 6766 | Vice President | ||
| Lane Bryant #6772, LLC | 6772 | Vice President | ||
| Lane Bryant #6773, LLC | 6773 | Vice President | ||
| Lane Bryant #6778, LLC | 6778 | Vice President | ||
| Lane Bryant #6782, LLC | 6782 | Vice President | ||
| Lane Bryant 6785, Inc. | 6785 | Vice President | ||
| Lane Bryant #6786, LLC | 6786 | Vice President | ||
| Lane Bryant #6788, LLC | 6788 | Vice President | ||
| Lane Bryant 6789, Inc. | 6789 | Vice President | ||
| Lane Bryant #6792 of Brooklyn, LLC | 6792 | Vice President | ||
| Lane Bryant #6794, Inc. | 6794 | Vice President | ||
| Lane Bryant #6804, LLC | 6804 | Vice President | ||
| Lane Bryant #6808, LLC | 6808 | Vice President | ||
| Lane Bryant #6809, LLC | 6809 | Vice President | ||
| Lane Bryant #6812, LLC | 6812 | Vice President | ||
| Lane Bryant #6817 of Buffalo, LLC | 6817 | Vice President | ||
| Lane Bryant #6823, LLC | 6823 | Vice President | ||
| Lane Bryant #6828 of Middletown, LLC | 6828 | Vice President | ||
| Lane Bryant #6832, LLC | 6832 | Vice President | ||
| Lane Bryant #6833, LLC | 6833 | Vice President | ||
| Lane Bryant #6853, LLC | 6853 | Vice President | ||
| Lane Bryant #6854, LLC | 6854 | Vice President | ||
| Lane Bryant #6856, LLC | 6856 | Vice President | ||
| Lane Bryant #6859, Inc. | 6859 | Vice President | ||
| Lane Bryant 6861, Inc. | 6861 | Vice President | ||
| Lane Bryant #6864, LLC | 6864 | Vice President | ||
| Lane Bryant #6875, LLC | 6875 | Vice President | ||
| Lane Bryant 6878, LLC | 6878 | Vice President | ||
| Lane Bryant #6879, LLC | 6879 | Vice President | ||
| Lane Bryant #6882, LLC | 6882 | Vice President | ||
| Lane Bryant #6883, LLC | 6883 | Vice President | ||
| Lane Bryant #6891, LLC | 6891 | Vice President | ||
| Lane Bryant 6894, Inc. | 6894 | Vice President | ||
| Lane Bryant #6895, LLC | 6895 | Vice President | ||
| Lane Bryant #6899, LLC | 6899 | Vice President | ||
| Lane Bryant #6901, LLC | 6901 | Vice President | ||
| Lane Bryant #6907, Inc. | 6907 | Vice President | ||
| Lane Bryant #6910 of Bayside, LLC | 6910 | Vice President | ||
| Lane Bryant #6915, LLC | 6915 | Vice President | ||
| Lane Bryant #6916, LLC | 6916 | Vice President | ||
| Lane Bryant #6917, LLC | 6917 | Vice President | ||
| Lane Bryant 6918, Inc. | 6918 | Vice President | ||
| Lane Bryant 6919, Inc. | 6919 | Vice President | ||
| Lane Bryant #6931, LLC | 6931 | Vice President | ||
| Lane Bryant #6933, LLC | 6933 | Vice President | ||
| Lane Bryant #6936, LLC | 6936 | Vice President | ||
| Lane Bryant #6939, LLC | 6939 | Vice President | ||
| Lane Bryant #6943, LLC | 6943 | Vice President |
| Lane Bryant #6945 of Henrietta, LLC | 6945 | Vice President | ||
| Lane Bryant/Cacique #6948, LLC | 6948 | Vice President | ||
| Lane Bryant #6955, LLC | 6955 | Vice President | ||
| Lane Bryant #6957, LLC | 6957 | Vice President | ||
| Lane Bryant #6962 of Valley Stream, LLC | 6962 | Vice President | ||
| Lane Bryant/Cacique #6963 of West Nyack, LLC | 6963 | Vice President | ||
| Lane Bryant 6966, Inc. | 6966 | Vice President | ||
| Lane Bryant #6968, LLC | 6968 | Vice President | ||
| Lane Bryant #6974, LLC | 6974 | Vice President | ||
| Lane Bryant #6979, LLC | 6979 | Vice President |
SCHEDULE 3
Colin D. Stern on behalf of each entity in the capacity shown:
| NAME | SIGNING CAPACITY | |
| CATHERINES C.S.A.C., INC. | Vice President | |
| CHARMING SHOPPES INTERACTIVE, INC. | Vice President | |
| C.S.A.C. LLC | Vice President | |
| C.S.F. CORP. | Vice President | |
| CSGC, INC. | Vice President | |
| FBGC, INC. | Vice President | |
| Catherines of California, Inc. | Vice President | |
| CS Holdco LLC | Vice President | |
| Sierra Nevada Factoring, Inc. | Vice President | |
| Outlet Division Management Co., Inc. | Vice President |
EXHIBIT A
RESTATED CREDIT AGREEMENT