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”).

 

 

(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.

 

 

(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.

 

 

(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.

 

 

(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.

 

 

(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.

 

 

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.

 

 

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.]

 

 

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