EX-10.1

CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated as of November 24, 2008, is by and among CHICO’S FAS, INC., a Florida corporation (“Parent”), WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“WHBM”), CHICO’S RETAIL SERVICES, INC., a Florida corporation (“Chico’s Retail”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company (“Chico’s Distribution”), SOMA INTIMATES, LLC, a Florida limited liability company (“Soma”; Parent, WHBM, Chico’s Retail, Chico’s Distribution and Soma are referred to herein each individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party hereto from time to time as Guarantors, the financial institutions party hereto from time to time as Lenders, SUNTRUST BANK, as the Issuing Bank, and SUNTRUST BANK, as the Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Borrowers have requested that the Administrative Agent, the Issuing Bank and the Lenders make available to it the Revolving Loan Commitment, on the terms and conditions set forth herein, to, among other things, refinance existing Funded Debt and to fund permitted acquisitions, transaction costs and working capital needs of the Borrowers and to use borrowings thereunder for other general corporate purposes; and

WHEREAS, the Administrative Agent, the Issuing Bank and the Lenders are willing to make the Revolving Loan Commitment available to the Borrowers upon the terms and conditions set forth herein;

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

ARTICLE 1.

DEFINITIONS, ACCOUNTING PRINCIPLES AND
OTHER INTERPRETIVE MATTERS

Section 1.1 Definitions. For the purposes of this Agreement:

“Account Debtor” shall mean any Person who is obligated to make payments in respect of an Account.

“Accounts” shall mean all “accounts,” as such term is defined in the UCC, of each Borrower Party whether now existing or hereafter created or arising, including, without limitation, (a) all accounts receivable, other receivables, book debts and other forms of obligations (other than forms of obligations evidenced by chattel paper (as defined in the UCC) or instruments (as defined in the UCC)) (including any such obligations that may be characterized as an account or contract right under the UCC), (b) all of each Borrower Party’s rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Borrower Party’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to payment due to a Borrower Party for property sold, leased, licensed, assigned or otherwise disposed of, for a secondary obligation incurred or to be incurred, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Borrower Party or in connection with any other transaction (whether or not yet earned by performance on the part of such Borrower Party), and (e) all collateral security of any kind, given by any Account Debtor or any other Person with respect to any of the foregoing; provided, however, under no circumstances shall the term Accounts include any Excluded Accounts.

“ACH Transactions” shall mean any cash management or related services including the automated clearinghouse transfer of funds by the Administrative Agent (or any Affiliate of the Administrative Agent) for the account of the Borrower Parties pursuant to agreement or overdrafts.

“Activation Event” shall have the meaning specified in Section 6.15.

“Activation Notice” shall have the meaning specified in Section 6.15.

“additional amounts” shall have the meaning specified in Section 2.8(b)(i).

“Administrative Agent” shall mean SunTrust Bank, acting as administrative agent for the Lender Group, and any successor Administrative Agent appointed pursuant to Section 10.12.

“Administrative Agent Indemnified Person” shall have the meaning specified in Section 10.10.

“Administrative Agent’s Office” shall mean the office of the Administrative Agent located at 303 Peachtree Street, Twenty-Third Floor, Atlanta, Georgia 30308, Attention: Chico’s Account Manager, or such other office as may be designated by the Administrative Agent pursuant to the provisions of Section 11.1.

“Administrative Borrower” shall have the meaning specified in Section 13.4.

“Administrative Questionnaire” shall mean a questionnaire in form and substance

satisfactory to the Administrative Agent.

“Advance” or “Advances” shall mean amounts of the Loans advanced by the Lenders to, or on behalf of, the Borrowers pursuant to Section 2.2 on the occasion of any borrowing and shall include, without limitation, all Agent Advances and Swing Loans.

“Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or that is a director, officer, manager or partner of such Person. For purposes of this definition, “control”, when used with respect to any Person, shall mean the direct or indirect beneficial ownership of ten percent (10%) (or, if such Person is the owner of outstanding Equity Interests in Parent, fifteen percent (15%)) or more of the outstanding Equity Interests of such Person. For purposes of this definition, “officer,” when used with respect to any Person, shall mean its president, any vice president of such Person in charge of a principal business unit, division or function (such as sales, administration or finance) and any other Person who performs policy making functions for such Person.

“Agent Advances” shall have the meaning specified in Section 2.1(f).

“Aggregate Commitment Ratio” shall mean, with respect to any Lender, the ratio, expressed as a percentage, of (a) the unutilized portion of the Revolving Loan Commitment plus Loans (other than Swing Loans and Agent Advances) outstanding plus participation interests in Letter of Credit Obligations, Swing Loans and Agent Advances outstanding of such Lender, divided by (b) the sum of the aggregate unutilized Revolving Loan Commitment plus Loans (other than Swing Loans and Agent Advances) outstanding plus participation interests in Letter of Credit Obligations, Swing Loans and Agent Advances of all Lenders, which, as of the Agreement Date, are set forth (together with Dollar amounts thereof) on Schedule 1(a).

“Aggregate Revolving Credit Obligations” shall mean, as of any particular time, the sum of (a) the aggregate principal amount of all Revolving Loans then outstanding, plus (b) the aggregate principal amount of all Swing Loans then outstanding, plus (c) the aggregate principal amount of all Agent Advances then outstanding, plus (d) the aggregate principal amount of all Letter of Credit Obligations then outstanding.

“Agreement” shall mean this Credit Agreement, together with all Exhibits and Schedules hereto.

“Agreement Date” shall mean the date as of which this Agreement is dated.

“Applicable Law” shall mean, in respect of any Person, all provisions of constitutions, statutes, rules, regulations, and orders of governmental bodies or regulatory agencies applicable, whether by law or by virtue of contract, to such Person, and all orders and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound.

“Applicable Margin” shall mean a per annum rate of interest determined as follows: with respect to each Advance (except Swing Loans and Agent Advances) and issuance of Letters of Credit, the applicable margin shall be (a) from the Agreement Date through (and including) the date five (5) Business Days after the fiscal quarter ending on or about January 31, 2009, 2.50% per annum (provided that, if the results of the field audit required under Section 4.5(c) reduces Availability such that a different pricing Level would then be applicable, then the initial pricing level will be adjusted based on the table set forth below), and (b) thereafter, the applicable margin determined by the Administrative Agent based upon the Average Availability for the fiscal quarter most recently ended, effective as of the fifth Business Day after the last day of such fiscal quarter most recently ended, expressed as a per annum rate of interest as set forth in the table below:



Level	Availability	Applicable Margin
I	Less than $20,000,000	3.00%
II	Greater than or equal to $20,000,000 but less than $40,000,000	2.75%
III	Greater than or equal to $40,000,000	2.50%

In the event that the information contained in any Borrowing Base Certificate is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher interest rate for any period (an “Applicable Period”) than the applicable margin actually applied for such Applicable Period, then (i) the Borrowers shall immediately deliver to the Administrative Agent a corrected Borrowing Base Certificate for such Applicable Period, (ii) such higher applicable margin shall be deemed to have been in effect for such Applicable Period and (iii) the Borrowers shall immediately deliver to the Administrative Agent full payment in respect of the accrued additional interest on the Advances (except Swing Loans and Agent Advances) and Letters of Credit as a result of such increased applicable margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.11 (it being understood that nothing contained in this paragraph shall limit the rights of the Administrative Agent and the other Lenders to exercise their rights under Section 2.3(b) or Section 9.2).

“Applicable Period” shall have the meaning specified in the definition of Applicable Margin.

“Approved Freight Handler” shall mean any Freight Handler that has delivered a Lien Acknowledgement Agreement in favor of the Administrative Agent, so long as such Lien Acknowledgement remains in full force and effect and the Administrative Agent has not received any notice of termination with respect thereto.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity that administers or manages a Lender.

“Assignment and Acceptance” shall mean that certain form of Assignment and Acceptance attached hereto as Exhibit A, pursuant to which each Lender may, as further provided in Section 11.5, sell a portion of its Loans or Revolving Loan Commitment.

“Authorized Signatory” shall mean, with respect to any Borrower Party, such senior personnel of such Borrower Party as may be duly authorized and designated in writing to the Administrative Agent by such Borrower Party to execute documents, agreements, and instruments on behalf of such Borrower Party.

“Availability” shall mean, as of any date of determination, the amount (if any) by which (a) the lesser of (i) the Revolving Loan Commitment, or (ii) the Borrowing Base as most recently reported by the Borrower Parties on or prior to such date of determination, exceeds (b) the Aggregate Revolving Credit Obligations on such date of determination.

“Availability Block” shall mean a block against Availability in an amount equal to $20,000,000, which shall remain in effect from the Agreement Date until such time as the Administrative Agent has completed an Inventory appraisal, in form and substance reasonably satisfactory to the Administrative Agent in its Permitted Discretion and completed by appraisers selected by the Administrative Agent.

“Available Letter of Credit Amount” shall mean, as of any particular time, an amount equal to the lesser of (a) the Letter of Credit Commitment at such time less the aggregate amount of all Letter of Credit Obligations then outstanding or (b) Availability at such time minus the Availability Block, to the extent in effect at such time of determination.

“Average Availability” shall mean, as of any date of determination with respect to any period, an amount equal to the sum of the actual amount of Availability on each day during such period, as determined by the Administrative Agent, divided by the number of days in such period.

“Bank Product Reserves” shall mean all reserves that the Administrative Agent, from time to time, establishes in its Permitted Discretion for Bank Products then provided or outstanding.

“Bank Products” shall mean any one or more of the following types of services or facilities extended to the Borrower Parties by a Person who at the time such services or facilities were extended was a Lender (or any Affiliate of a Lender): (a) credit cards; (b) ACH Transactions; (c) cash management, including controlled disbursement services; and (d) the Lender Hedge Agreements.

“Bank Products Documents” shall mean all agreements entered into from time to time by the Borrower Parties in connection with any of the Bank Products and shall include the Lender Hedge Agreements.

“Bankruptcy Code” shall mean the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.), as now or hereafter amended, and any successor statute.

“Base Rate” shall mean the higher of (i) the rate which the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (1/2%) per annum or (iii) the Eurodollar Rate determined on a daily basis for a period of one (1) month (any changes in such rates to be effective as of the date of any change in such rate). The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate of interest actually charged to any customer of the Administrative Agent. The Administrative Agent may make commercial loans or other loans at rates of interest at, above, or below the Administrative Agent’s prime lending rate

“Base Rate Advance” shall mean an Advance which the Borrowers request to be made as a Base Rate Advance or which is converted to a Base Rate Advance, in accordance with the provisions of Section 2.2.

“Blocked Account” shall have the meaning specified in Section 6.15.

“Blocked Account Agreement” shall mean any agreement executed by a depository bank and the Administrative Agent, for the benefit of the Lender Group, and acknowledged and agreed to by the applicable Borrower Party, in form acceptable to the Administrative Agent in its sole discretion.

“Borrower” and “Borrowers” shall have the meanings specified in the preamble.

“Borrower Parties” shall mean, collectively, the Borrowers and the Guarantors; and “Borrower Party” shall mean any one of the foregoing Borrower Parties.

“Borrower Payments” shall have the meaning specified in Section 2.8(b)(i).

“Borrowing Base” shall mean, at any particular time, the sum of:

		(a)		up to 90% of Eligible Credit Card Receivables; plus

		(b)		up to 60% of the Value of Eligible Inventory, unless Availability is less than the greater of (i) 30% of the Revolving Loan Commitment or (ii) $20,000,000, then up to the lesser of (A) 60% of the Value of Eligible Inventory or (B) 85% of the NOLV of Eligible Inventory; plus

		(c)		100% of Qualified Cash; minus

		(d)		any Reserves.

“Borrowing Base Certificate” shall mean a certificate of an Authorized Signatory of the Administrative Borrower substantially in the form of Exhibit B, or in such form as otherwise agreed to by the Administrative Agent and the Administrative Borrower.

“Business Day” shall mean any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of Georgia or is a day on which banking institutions located in such state are closed; provided, however, that when used with reference to a Eurodollar Advance (including the making, continuing, prepaying or repaying of any Eurodollar Advance), the term “Business Day” shall also exclude any day in which banks are not open for dealings in deposits of Dollars on the London interbank market.

“Capital Expenditures” shall mean, for any period, on a consolidated basis for the Borrower Parties, the aggregate of all expenditures made by the Borrower Parties during such period that, in conformity with GAAP, are required to be included in or reflected on the consolidated balance sheet as a capital asset of the Borrower Parties, including, without limitation, Capitalized Lease Obligations of the Borrower Parties, but, for the avoidance of doubt, excluding EITF 97-10 Capital Lease Obligations.

“Capitalized Lease Obligation” shall mean that portion of any obligation of a Person as lessee under a lease which at the time would be required to be capitalized on the balance sheet of such lessee in accordance with GAAP, other than EITF 97-10 Capital Lease Obligations.

“Cash Equivalents” shall mean, collectively, (a) marketable, direct obligations of the US and its agencies maturing within three hundred sixty-five (365) days of the date of purchase, (b) commercial paper issued by corporations, each of which shall have a consolidated net worth of at least $500,000,000, which commercial paper will mature within one hundred eighty (180) days from the date of the original issue thereof and is rated “P-1” or better by Moody’s or “A-1” or better by S&P, (c) certificates of deposit maturing within three hundred sixty-five (365) days of the date of purchase and issued by a US national or state bank having deposits totaling more than $500,000,000, and whose short-term debt is rated “P-1” or better by Moody’s or “A-1” or better by S&P, (d) up to $100,000 per institution and up to $1,000,000 in the aggregate in (i) short-term obligations issued by any local commercial bank or trust company located in those areas where any Borrower conducts its business, whose deposits are insured by the Federal Deposit Insurance Corporation, or (ii) commercial bank-insured money market funds, or any combination of the types of investments described in this clause (d), and (e) overnight investments with such financial institutions having a short term deposit rating of “P-1” or better by Moody’s, or “A-1” or better by S&P.

“Cash Management Bank” shall have the meaning specified in Section 6.15.

“Change in Control” shall mean the occurrence of one or more of the following events: (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEA) of thirty-five percent (35%) or more of the outstanding shares of the voting Equity Interests of Parent; (b) as of any date a majority of the board of directors of Parent consists (other than vacant seats) of individuals who were not either (i) directors of Parent as of the Agreement Date, (ii) selected or nominated to become directors by the board of directors of Parent of which a majority consisted of individuals described in clause (i), or (iii) selected or nominated to become directors by the board of directors of Parent of which a majority consisted of individuals described in clause (i) and individuals described in clause (ii), or (c) except as specifically permitted hereunder, Parent ceases to directly or indirectly own and control one hundred percent (100%) of the outstanding Equity Interests of all of its Subsidiaries who are Borrower Parties.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean all property pledged as collateral security for the Obligations pursuant to the Security Documents or otherwise, and all other property of any Borrower Party that is now or hereafter in the possession or control of any member of the Lender Group, or on which any member of the Lender Group has been granted a Lien.

“Collateral Access Agreement” shall mean any agreement of any lessor, warehouseman, processor, consignee or other Person in possession of, having a Lien upon or having rights or interests in, any of the Collateral in favor of the Administrative Agent, for the benefit of the Lender Group, in form and substance satisfactory to the Administrative Agent in its Permitted Discretion, waiving or subordinating Liens or certain other rights or interests such Person may hold in regard to the property of any of the Borrower Parties and providing the Administrative Agent access to its Collateral.

“Collateral Related Account” shall mean all deposit accounts into which any proceeds of Credit Card Receivables or Inventory are deposited and any concentration accounts related thereto (including all cash and other funds on deposit therein).

“Commercial Letter of Credit” shall mean a documentary Letter of Credit issued by the Issuing Bank in respect of the purchase of goods or services by the Borrower in the ordinary course of its business.

“Commitment Increase” shall have the meaning specified in Section 2.17(a).

“Commitment Increase Cap” shall have the meaning specified in Section 2.17(a).

“Compliance Certificate” shall mean a certificate executed by an Authorized Signatory of the Administrative Borrower substantially in the form of Exhibit C.

“Concentration Account” shall mean one or more deposit accounts established by the Borrower Parties for the purpose of concentrating deposits made in the Collateral Related Accounts in accordance with Section 6.15.

“Confidential Information” shall have the meaning specified in Section 11.17.

“Credit Card Issuer” shall mean any Person (other than a Borrower Party) who issues or whose members issue credit cards, including, without limitation, MasterCard or VISA bank credit or debit cards or other bank credit or debit cards issued through MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners Club, Carte Blanche and other non-bank credit or debit cards, including, without limitation, credit or debit cards issued by or through American Express Travel Related Services Company, Inc., Novus Services, Inc., or any proprietary card issuer reasonably acceptable to the Administrative Agent.

“Credit Card Processor” shall mean any servicing or processing agent or any factor or financial intermediary who facilitates, services, processes or manages the credit authorization, billing transfer and/or payment procedures with respect to any Borrower Party’s sales transactions involving credit card or debit card purchases by customers using credit cards or debit cards issued by any Credit Card Issuer.

“Credit Card Receivables” shall mean each Account together with all income, payments and proceeds thereof (net of any applicable reserves retained by a Credit Card Issuer or a Credit Card Processor), owed by a Credit Card Issuer or Credit Card Processor to a Borrower Party resulting from charges by a customer of a Borrower Party on credit or debit cards issued or processed by such Credit Card Issuer or Credit Card Processor in connection with the sale of goods by a Borrower Party, or services performed by a Borrower Party, in each case in the ordinary course of its business.

“Date of Issue” shall mean the date on which the Issuing Bank issues (or, at the direction of the Issuing Bank, a Foreign Issuer issues) a Letter of Credit pursuant to Section 2.15.

“Default” shall mean any Event of Default, and any of the events specified in Section 9.1 regardless of whether there shall have occurred any passage of time or giving of notice (or both) that would be necessary in order to constitute such event an Event of Default.

“Default Rate” shall mean a simple per annum interest rate equal to, (a) with respect to all outstanding principal, the sum of (i) the applicable Interest Rate Basis, plus (ii) the Applicable Margin then in effect, plus (iii) two percent (2.00%), and (b) with respect to all other Obligations (other than Obligations from Bank Products), the sum of (i) the Base Rate, plus (ii) the Applicable Margin then in effect, plus (iii) two percent (2.00%); provided, however, that (y) as to any Eurodollar Advance outstanding on the date that the Default Rate becomes applicable, the Default Rate shall be based on the then

applicable Eurodollar Basis until the end of the current Eurodollar Advance Period and thereafter the Default Rate shall be based on the Base Rate as in effect from time to time and (z) as to any Base Rate Advance outstanding on the date that the Default Rate becomes applicable, the Default Rate shall be based on the Base Rate as in effect from time to time.

“Defaulting Lender” shall have the meaning specified in Section 2.2(e).

“Disbursement Account” shall mean account number 003601213648 maintained at Bank of America, N.A., or as otherwise designated to the Administrative Agent by the Administrative Borrower.

“Dividends” shall mean any direct or indirect distribution, dividend, or payment to any Person on account of any Equity Interests of any Borrower Party.

“Dollars” or “$” shall mean the lawful currency of the United States of America.

“Domestic Subsidiary” shall mean any Subsidiary of a Borrower that is organized and existing under the laws of the US or any state or commonwealth thereof or under the laws of the District of Columbia.

“E-Fax” shall mean any system used to receive or transmit faxes electronically.

“EBITDAR” shall mean, with respect to the Borrowers and their Subsidiaries for any period, determined on a consolidated basis in accordance with GAAP, the Net Income for such period, plus, without duplication and to the extent deducted in determining Net Income for such period, (i) income taxes, (ii) Interest Expense, (iii) depreciation and amortization expense, (iv) Lease Expense and (iv) the amount of any non-cash compensation as the result of any grant of Equity Interests or Equity Interest equivalents to employees, officers, directors or consultants of the Borrowers and their Subsidiaries; provided, however, that if any such calculation includes any period in which an acquisition or sale of a Person or all or substantially all of the assets of a Person occurred, then such calculation shall be made on a Pro Forma Basis.

“EITF 97-10 Capital Lease Obligations” means obligations that are classified as “Capital Lease Obligations” under GAAP due to the application of Emerging Issues Task Force Regulation 97-10, and that, but for such regulation, would not constitute Capital Lease Obligations.

“Electronic Transmission” shall mean each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.

“Eligible Assignee” shall mean (a) a Lender; (b) an Affiliate of a Lender; (c) an

Approved Fund; or (d) any other Person approved by (i) the Administrative Agent, (ii) with respect to any proposed assignee of the Revolving Loan Commitment, the Issuing Bank and, (iii) unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or (y) a Default exists, the Administrative Borrower, such approvals not to be unreasonably withheld or delayed; provided, however, that if the consent of the Administrative Borrower to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified in Section 11.5(b)), the Administrative Borrower shall be deemed to have given its consent five (5) Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Administrative Borrower prior to such fifth (5th) Business Day.

“Eligible Credit Card Receivables” shall mean, at any particular date, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable (i) has been earned by performance, represents the bona fide amounts due to a Borrower Party from a Credit Card Issuer or a Credit Card Processor, and was originated in the ordinary course of business of such Borrower Party, and (ii) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (l) below. Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, a Credit Card Receivable shall indicate no Person other than a Borrower Party as payee or remittance party. In determining the amount to be so included, the face amount of a Credit Card Receivable shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower Party may be obligated to rebate to a customer, a Credit Card Issuer or a Credit Card Processor pursuant to the terms of any agreement or understanding) and (ii) the aggregate amount of all cash received in respect of such Credit Card Receivable but not yet applied by the applicable Borrower Party to reduce the amount of such Credit Card Receivable. Any Credit Card Receivables meeting the foregoing criteria shall be deemed Eligible Credit Card Receivables but only as long as such Credit Card Receivable is not included within any of the following categories, in which case such Credit Card Receivable shall not constitute an Eligible Credit Card Receivable:

(a) Credit Card Receivables which do not constitute an “Account” (as defined in the UCC);

(b) Credit Card Receivables that have been outstanding for more than five (5) Business Days from the date of sale of goods or services giving rise to such Credit Card Receivables;

(c) Credit Card Receivables with respect to which a Borrower Party does not have good and valid title, free and clear of any Lien (other than Liens granted to the Administrative Agent and other Permitted Liens);

(d) Credit Card Receivables that are not subject to a first priority security interest in favor of the Administrative Agent (other than Permitted Liens having priority over the Lien of the Administrative Agent under Applicable Law) (it being the intent that chargebacks in the ordinary course by such Credit Card Processors and Credit Card Issuers shall not be deemed violative of this clause);

(e) Credit Card Receivables which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (but only to the extent of such claim, counterclaim, offset or chargeback);

(f) Credit Card Receivables as to which the Credit Card Processor has the right under certain circumstances to require a Borrower Party to repurchase the Credit Card Receivables from such Credit Card Processor;

(g) Credit Card Receivables due from a Credit Card Issuer or Credit Card Processor of the applicable credit card which is the subject of any bankruptcy or Insolvency Proceedings;

(h) Credit Card Receivables which are not a valid, legally enforceable obligation of the applicable Credit Card Issuer with respect thereto;

(i) Credit Card Receivables which do not conform in all material respects to all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables;

(j) Credit Card Receivables which are evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Administrative Agent and, to the extent necessary or appropriate, endorsed to the Administrative Agent;

(k) Credit Card Receivables arising from the use of a private label credit card (i.e., any Credit Card Receivable where a Borrower Party or an Affiliate of a Borrower Party is the Credit Card Issuer); or

(l) Credit Card Receivables arising from the use of a “co-branded” credit card which are deemed ineligible for inclusion in the Borrowing Base by the Administrative Agent in the exercise of its Permitted Discretion.

“Eligible Domestic Inventory” shall mean, as of any particular date, the portion of the Inventory of the Borrowers that the Administrative Agent, in the exercise of its Permitted Discretion, determines to be Eligible Inventory; provided, however, that

without limiting the right of the Administrative Agent to establish other criteria of ineligibility, Eligible Inventory shall not include any of the following Inventory:

(a) Inventory that is not owned solely by a Borrower;

(b) Inventory that does not conform to all of the warranties and representations regarding the same which are set forth in this Agreement or any of the other Loan Documents;

(c) Inventory that is not located in the continental US either (i) on real property owned by a Borrower Party or (ii) on leased premises; provided, that if the landlord with respect to any leased premises thereof has a priming Lien (statutory or otherwise) with respect to the Inventory at such location, then the Inventory at such location shall not be deemed “Eligible Inventory” unless (A) such Person, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent has established a Rent Reserve with respect to such location, in each case at the option of the Administrative Borrower;

(d) Inventory at any location where the fair market value of the Inventory stored or located at such location is $50,000 or less;

(e) Inventory in the possession of any bailee, warehouseman or similar party unless such Person shall have executed and delivered to the Administrative Agent a Collateral Access Agreement;

(f) Inventory that is subject to any claim of reclamation, Lien (other than the Liens in favor of the Administrative Agent or Permitted Liens), adverse claim, interest or right of any other Person;

(g) Inventory that has been consigned to or by any Person;

(h) Inventory that is not in good condition or does not meet all standards imposed by any Person having regulatory authority over such goods or their use and/or sale, or Inventory that is not currently saleable in the normal course of a Borrower’s business;

(i) Inventory that consists of work-in-process, fabric, trim, components or raw materials;

(j) Inventory scheduled for return to vendors, Inventory which is obsolete or slow-moving (for purposes of this subsection, what constitutes “obsolete or slow-moving” Inventory shall be determined by the Administrative Agent in its Permitted Discretion), display items, packaging materials, labels or name plates or similar supplies;

(k) Inventory that is not personal property in which a Borrower Party has granted a valid and continuing first priority Lien in favor of the Administrative Agent, for the benefit of the Lender Group, pursuant to the Security Documents, or as to which all action necessary to perfect such security interest has not been taken;

(l) Inventory that is covered, in whole or in part, by any security agreement, financing statement, equivalent security or Lien instrument or continuation statement which is on file or of record in any public office, except (i) such as may have been filed in favor of the Administrative Agent, for the benefit of the Lender Group, pursuant to the Security Documents or (ii) such as may have been filed with respect to Permitted Liens;

(m) Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party requiring the payment of royalties or fees or requiring the consent of the licensor for a sale thereof by the Administrative Agent and is not subject to a Licensor Consent Agreement that has been requested by the Administrative Agent in its Permitted Discretion; or

(n) Inventory that constitutes In-Transit Inventory.

“Eligible In-Transit Inventory” shall mean all finished goods which constitute In-Transit Inventory (without duplication of any Eligible Domestic Inventory) owned any Borrower Party, which such Inventory is in transit to a Borrower Party’s location in the US or to a customer of a Borrower Party that will take delivery of such Inventory at the port of destination located in the US and as to which such In-Transit Inventory: (i) shall be the subject of a bill of lading or a cargo receipt that (A)(x) in the case of a negotiable bill of lading or negotiable cargo receipt, is consigned to the Administrative Agent or an Issuing Bank (either directly or by means of endorsement) or (y) in the case of a non-negotiable bill of lading or non-negotiable cargo receipt, is consigned to the Administrative Agent or an Issuing Bank (either directly or by means of endorsements) or to a Borrower Party if such bill of lading or cargo receipt shall state “[Name of applicable Borrower Party], subject to the security interest of SunTrust Bank, as agent, 303 Peachtree Street, N.E., Atlanta, Georgia 30308” thereon and (B) was issued by the carrier respecting the subject In-Transit Inventory, (ii) is insured in accordance with Section 6.5, (iii) with respect to In-Transit Inventory that is subject to a non-negotiable bill of lading or non-negotiable cargo receipt, such In-Transit Inventory shall be in the physical possession of an Approved Freight Handler and (iv) would not be deemed ineligible for inclusion in the Borrowing Base under clauses (a), (b), (f) (other than in respect of any possessory Lien of the related common carrier or any Lien in favor of a related Approved Freight Handler), (g), (h), (i), (j), (l) or (m) of the definition of Eligible Domestic Inventory, treating such eligibility criteria as applicable to such In-Transit Inventory; provided, however, the gross amount of Eligible In-Transit Inventory shall not, at any time, exceed $15,000,000. Upon the request of the Administrative Agent, the Borrower Parties shall promptly deliver to the Administrative Agent copies of all such bills of lading or cargo receipts.

“Eligible Inventory” shall mean Eligible Domestic Inventory and Eligible In-Transit Inventory.

“Environmental Laws” shall mean, collectively, any and all applicable federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Governmental Authority regulating, relating to or imposing liability or standards of conduct concerning environmental protection matters, including without limitation, Hazardous Materials or human health, as now or may at any time during the term of this Agreement be in effect.

“Equity Interests” shall mean, as applied to any Person, any capital stock, membership interests, partnership interests or other equity interests of such Person, regardless of class or designation, and all warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect thereto.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as in effect on the Agreement Date and as such Act may be amended thereafter from time to time.

“ERISA Affiliate” shall mean, with respect to any Borrower Party, any trade or business (whether or not incorporated) that together with such Borrower Party, are treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean, with respect to any Borrower Party or any ERISA Affiliate, (a) any “reportable event” within the meaning of Section 4043 of ERISA with respect to a Title IV Plan for which the thirty (30) day notice period has not been waived; (b) the withdrawal of any Borrower Party or ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any Borrower Party or any ERISA Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA; (e) the institution or threatened institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (f) the reorganization or insolvency of a Multiemployer Plan under Section 4241 or 4245 of ERISA; (g) the failure by any Borrower Party or ERISA Affiliate to make when due required contributions to a Multiemployer Plan or Title IV Plan unless such failure is cured within thirty (30) days; (h) any other event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of liability under Section 4069 or 4212(c) of ERISA, or (i) the revocation or any action reasonably likely to threaten revocation of a Plan’s tax-qualified status under Code Section 401(a).

“E-System” shall mean any electronic system, including Intralinks^® and any other internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, any of its Affiliates or any other Person, providing for access to data protected by passcodes or other security system.

“Eurodollar Advance” shall mean an Advance which the Administrative Borrower requests to be made as a Eurodollar Advance or which is continued as or converted to a Eurodollar Advance, in accordance with the provisions of Section 2.2.

“Eurodollar Advance Period” shall mean, for each Eurodollar Advance, each one (1), two (2), three (3) or six (6) month period, as selected by the Administrative Borrower pursuant to Section 2.2, during which the applicable Eurodollar Rate (but not the Applicable Margin) shall remain unchanged. Notwithstanding the foregoing, however: (a) any applicable Eurodollar Advance Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Eurodollar Advance Period shall end on the next preceding Business Day; (b) any applicable Eurodollar Advance Period which begins on a day for which there is no numerically corresponding day in the calendar month during which such Eurodollar Advance Period is to end shall (subject to clause (a) above) end on the last day of such calendar month; and (c) no Eurodollar Advance Period shall extend beyond the Maturity Date or such earlier date as would interfere with the repayment obligations of the Borrowers under Section 2.6.

“Eurodollar Basis” shall mean, with respect to each Eurodollar Advance Period, a simple per annum interest rate equal to the quotient of (a) the Eurodollar Rate divided by (b) one minus the Eurodollar Reserve Percentage, stated as a decimal. The Eurodollar Basis shall remain unchanged during the applicable Eurodollar Advance Period, except for changes to reflect adjustments in the Eurodollar Reserve Percentage.

“Eurodollar Rate” shall mean, for any Eurodollar Advance Period, the rate per annum quoted on the display designated on that page of the Bloomberg reporting service, or similar service as determined by the Administrative Agent, that displays British Banker’s Association Interest Settlement Rates for Dollar deposits as of 11:00 a.m. (London, England time) two (2) Business Days prior to the applicable date of determination; provided, however, that if no such quoted rate appears on such page, the rate used for such Eurodollar Advance Rate shall be the per annum rate of interest determined by the Administrative Agent to be the rate at which Dollar deposits for such Eurodollar Advance Period are offered to the Administrative Agent as of 11:00 a.m. (London, England time) two (2) business days prior to such date of determination.

“Eurodollar Reserve Percentage” shall mean the aggregate of the maximum reserve percentages (including, without limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next one one-hundredth of one percent (1/100th of 1%)) in effect on any day to which the Administrative Agent is subject with respect to the Eurodollar Basis pursuant to

regulations issued by the Board of Governors of the Federal Reserve System (or any Governmental Authority succeeding to any of its principal functions) (“Regulation D”) with respect to Eurocurrency Liabilities (as that term is defined in Regulation D). Eurodollar Advances shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to the Administrative Agent under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. The Eurodollar Basis for any Eurodollar Advance shall be adjusted as of the effective date of any changes in the Eurodollar Reserve Percentage.

“Event of Default” shall mean any of the events specified in Section 9.1, provided that any requirement for notice or lapse of time, or both, has been satisfied.

“Excluded Accounts” shall mean any Accounts related to (i) that certain promissory note from J. McGarvey Construction Company, Inc. payable to Chico’s Retail Services, Inc. dated as of August 1, 2007, (ii) receivables related to builder or lessor paid tenant improvements and other tenant allowances, (iii) tax refunds, (iv) amounts due with respect to employee relocation advances, (v) insurance receivables existing as of the Agreement Date with respect to property damage resulting from the named storm commonly known as “Hurricane Ike”, and (vi) contingent receivable existing as of the Agreement Date in connection with the disposition of Investments in lucy activeware, inc.

“Executive Order No. 13224” shall mean Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Existing Credit Agreement” shall mean that certain Second Restated Revolving Credit Loan Agreement made and entered into as of June 23, 2005, by and among Parent, certain subsidiaries of Parent party thereto and Bank of America, N.A., as amended, restated, supplemented or otherwise modified from time to time.

“Existing Letters of Credit” shall mean those certain letters of credit issued pursuant to the Existing Credit Agreement outstanding on the Agreement Date, all such letters of credit being listed on Schedule E-1.

“Federal Funds Rate” shall mean, for any day, the rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, “H.15(519)”) on the preceding Business Day opposite the caption “Federal Funds (Effective)”; or, if for any relevant day such rate is not so published on any such preceding Business Day, the rate for such day will be the arithmetic mean as determined by the Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 12:00 noon

(Atlanta, Georgia time) on that day by each of three (3) leading brokers of Federal funds transactions in New York, New York selected by the Administrative Agent.

“Fee Letter” shall mean that certain fee letter dated as of the Agreement Date, executed by the Borrowers and addressed to SunTrust Bank.

“Financial Covenant” shall mean the financial covenant applicable to the Borrower Parties from time to time pursuant to Section 8.10.

“Fixed Charge Coverage Ratio” shall mean, with respect to the Borrowers and their Subsidiaries on a consolidated basis for any period, calculated on a Pro Forma Basis during such period, the ratio of (a) the greater of (i) (x) EBITDAR for such period minus (y) the sum of (A) Capital Expenditures made during such period and not financed with the proceeds of Funded Debt (other than the proceeds of a Loan) and (B) tax payments paid in cash during such period, or (ii) zero, to (b) the sum of without duplication (i) scheduled payments of principal made with respect to Funded Debt during such period (which, for purposes of clarification, exclude (i) principal payments (other than scheduled amortization payments, if any) made on any outstanding Funded Debt prior to its maturity and (ii) prepayments under the Revolving Loans), (ii) Interest Expense during such period, (iii) Restricted Purchases and Restricted Payments (other than Dividends paid in kind) paid during such period and (iv) Lease Expense during such period.

“Foreign Issuer” shall mean any foreign bank engaged by the Issuing Bank to issue Commercial Letters of Credit on behalf of the Issuing Bank so long as (a) such foreign bank has agreed to hold any and all documents, instruments or other Collateral in its possession in connection with the issuance of any Commercial Letter of Credit as bailee on behalf of the Administrative Agent to perfect the Administrative Agent’s security interest in such documents, instruments or other Collateral and (b) the agreement between the Issuing Bank and the Foreign Issuer is satisfactory to the Administrative Agent in its reasonable discretion.

“Foreign Lender” shall have the meaning specified in Section 2.8(b).

“Foreign Subsidiary” shall mean any Subsidiary of a Borrower Party that does not constitute a Domestic Subsidiary.

“Freight Handler” shall mean any freight forwarder, customs broker, customs agent, shipper, shipping company or similar Person utilized by a Borrower Party from time to time in connection with the importation of Inventory.

“Fund” shall mean any Person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” shall mean, with respect to the Borrowers and their Subsidiaries on a consolidated basis and without duplication, as of any calculation date, (a) any obligation of such Person for borrowed money, including, without limitation, all of the Obligations; (b) any obligation of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) any obligation of such Person to pay the deferred purchase price of property or for services (other than in the ordinary course of business); (d) any Capitalized Lease Obligation; (e) any obligation or liability of others secured by a Lien on property owned by such Person, whether or not such obligation or liability is assumed; (f) any debt, liability or obligation of such Person arising from or in connection with any Hedge Agreements and, without double counting, any other debt, liability or obligation arising from or in connection with any Bank Products; (g) any reimbursement obligations (contingent or otherwise) of such Person with respect to letters of credit, bankers acceptances and similar instruments issued for the account of such Person; (h) any Guaranty (except items of shareholders’ equity or Equity Interests or surplus or general contingency or deferred tax reserves); (i) any financial obligation of such Person under purchase money mortgages; (j) any financial obligation of such Person under asset securitization vehicles; (k) any obligations of such Person under conditional sales contracts and similar title retention instruments with respect to property acquired; and (l) any financial obligation of such Person as issuer of Equity Interests redeemable in whole or in part at the option of a Person other than such issuer, at a fixed and determinable date or upon the occurrence of an event not solely within the control of such issuer; provided, however, that notwithstanding anything in GAAP to the contrary, the amount of all obligations shall be the full face amount of such obligations.

“Funding Losses” shall mean expenses incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of such Lender or any participant of such Lender over the remainder of the Eurodollar Advance Period for such prepaid Advance. For purposes of calculating amounts payable to a Lender hereunder with respect to Funding Losses, each Lender shall be deemed to have actually funded its relevant Eurodollar Advance through the purchase of a deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Eurodollar Advance and having a maturity and repricing characteristics comparable to the relevant Eurodollar Advance Period; provided, however, that each Lender may fund each of its Eurodollar Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable hereunder.

“GAAP” shall mean generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the US accounting profession).

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government.

“Guarantors” shall mean, collectively, the Subsidiary Guarantors and any other Person that has executed a Guaranty Supplement or other document guaranteeing the Obligations; and “Guarantor” shall mean any one of the foregoing Guarantors.

“Guaranty” or “guaranteed,” as applied to an obligation (each a “primary obligation”), shall mean and include (a) any guaranty, direct or indirect, in any manner, of any part or all of such primary obligation, and (b) any agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of any part or all of such primary obligation, including, without limiting the foregoing, any reimbursement obligations as to amounts drawn down by beneficiaries of outstanding letters of credit, and any obligation of any Person, whether or not contingent, (i) to purchase any such primary obligation or any property or asset constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of such primary obligation or (B) to maintain working capital, equity capital or the net worth, cash flow, solvency or other balance sheet or income statement condition of any other Person, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner or holder of any primary obligation of the ability of the primary obligor with respect to such primary obligation to make payment thereof or (iv) otherwise to assure or hold harmless the owner or holder of such primary obligation against loss in respect thereof. All references in this Agreement to “this Guaranty” shall be to the Guaranty provided for pursuant to the terms of Article 3.

“Guaranty Supplement” shall have the meaning specified in Section 6.20.

“Hazardous Materials” shall mean any hazardous materials, hazardous wastes, hazardous constituents, hazardous or toxic substances, petroleum products (including crude oil or any fraction thereof), friable asbestos containing materials defined or regulated as such in or under any Environmental Law.

“Hedge Agreement” shall mean any and all transactions, agreements or documents now existing or hereafter entered into between or among any Borrower Party, on the one hand, and a third party, on the other hand, which provides for an interest rate, credit or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging such Borrower Party’s exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations.

“Immaterial Subsidiary” means any Subsidiary of Parent that has been designated by Parent in writing to the Administrative Agent as an “Immaterial Subsidiary” for

purposes of this Agreement and the other Loan Documents, provided that for purposes of this Agreement, at no time shall (i) the book value of total assets of any Immaterial Subsidiary equal or exceed $100,000 or the book value of total assets of all Immaterial Subsidiaries, in the aggregate, exceed $500,000, or (ii) any Immaterial Subsidiary own assets of the type included in the Borrowing Base in excess of $100,000 or all Immaterial Subsidiaries own assets of the type included in the Borrowing Base, collectively, in an aggregate amount in excess of $500,000, or (iii) the gross revenues of any Immaterial Subsidiary for any fiscal year equal or exceed $100,000 or the gross revenues of all Immaterial Subsidiaries for any fiscal year equal or exceed, in the aggregate, $500,000. As of the Agreement Date, Pazo, Inc. and FitAppCo, Inc. are the sole Subsidiaries designated by Parent as Immaterial Subsidiaries for purposes of this Agreement and the other Loan Documents.

“Indemnified Person” shall mean each member of the Lender Group, each Affiliate thereof and each of their respective employees, representatives, officers, agents and directors.

“Insolvency Proceeding” shall mean any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state, federal or non-US bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Interest Expense” shall mean, for the Borrowers and their Subsidiaries, for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) interest expense and loan fees, including capitalized and non-capitalized interest and the interest component of Capitalized Lease Obligations (whether or not actually paid during such period) and (ii) the net amount payable (or minus the net amount receivable) under any Hedge Agreement during such period (whether or not actually paid or received during such period).

“Interest Rate Basis” shall mean the Base Rate or the Eurodollar Basis, as applicable.

“In-Transit Inventory” shall mean Inventory of a Borrower Party that is currently in transit (whether by vessel, air or land) from (i) a location outside the United States to a location in the United States or (ii) a location in the continental United States to another location in the continental Untied States, but shall not include any Inventory from and after the date on which it is delivered to a Borrower in the continental United States, even if such Inventory is thereafter transported to another location of the Borrowers.

“Inventory” shall mean all “inventory,” as such term is defined in the UCC, of each Borrower Party, whether now existing or hereafter acquired, wherever located, and in any event including inventory, merchandise, goods and other personal property that are held by or on behalf of a Borrower Party for sale or lease or are furnished or are to be

furnished under a contract of service, goods that are leased by a Borrower Party as lessor, or that constitute raw materials, samples, work-in-process, finished goods, returned goods, promotional materials or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in such Borrower Party’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; provided, however, with respect to any embedded software, Inventory shall not include any licensed software to the extent if and only for so long as a grant of a security interest in accordance with the Loan Documents would constitute or result in a breach, termination or default under any such lease, license, permit, contract or agreement related thereto; provided, further, that (a) in no event shall the foregoing be construed to apply if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the UCC or other applicable law or principle of equity, and (b) such embedded software shall immediately and automatically be included with respect to any portion of such lease, license, permit, contract or agreement that does not result in any of the consequences specified above.

“Investment” shall mean, with respect to any Person, any loan, advance or extension of credit by such Person to, or any Guaranty with respect to the Equity Interests, Funded Debt or other obligations of, or any contributions to the capital of, any other Person, or any ownership, purchase or other acquisition by such Person of any Equity Interests of any other Person, other than any acquisition of all or substantially all of the Equity Interests of a Person or all or substantially all of the assets, property or business of a Person.

“Issuing Bank” shall mean SunTrust Bank, or any other Person who hereafter may be designated as the Issuing Bank pursuant to an Assignment and Acceptance or otherwise.

“Lease Expense” shall mean, for any period, the aggregate amount of fixed and contingent rentals paid or payable by the Borrowers and their Subsidiaries with respect to leases of real and personal property (excluding Capitalized Lease Obligations) determined on a consolidated basis in accordance with GAAP for such period.

“Lender Agreement” shall mean a lender joinder agreement, in form and substance satisfactory to the Administrative Agent.

“Lender Group” shall mean, collectively, the Administrative Agent, the Issuing Bank and the Lenders. In addition, if SunTrust Bank ceases to be the Administrative Agent, then for any Lender Hedge Agreement entered into by any Borrower Party with SunTrust Bank while it was the Administrative Agent, SunTrust Bank shall be a deemed to be a member of the Lender Group for purposes of determining the secured parties under any Security Documents.

“Lender Hedge Agreement” shall mean any and all Hedge Agreements now existing or hereafter entered into between or among any Borrower Party, on the one hand,

and any Person that is a Lender (or an Affiliate of a Lender) at the time such Hedge Agreement was entered into, on the other hand.

“Lenders” shall mean those lenders whose names are set forth on the signature pages to this Agreement under the heading “Lenders” and any assignees of the Lenders who hereafter become parties hereto pursuant to and in accordance with Section 11.5; and “Lender” shall mean any one of the foregoing Lenders.

“Letter of Credit Commitment” shall mean the obligation of the Issuing Bank to issue, or arrange for the issuance of, Letters of Credit in an aggregate face amount from time to time not to exceed $10,000,000 pursuant to the terms of this Agreement.

“Letter of Credit Obligations” shall mean, at any time, the sum of (a) an amount equal to one hundred percent (100%) of the aggregate undrawn and unexpired stated amount (including the amount to which any such Letter of Credit can be reinstated pursuant to its terms) of the then outstanding Letters of Credit, plus (b) an amount equal to one hundred percent (100%) of the aggregate drawn, but unreimbursed drawings of any Letters of Credit (excluding, for the avoidance of doubt, such drawings that have been reimbursed with Advances made pursuant to Section 2.15).

“Letter of Credit Reserve Account” shall mean any account maintained by the Administrative Agent for the benefit of the Issuing Bank, the proceeds of which shall be applied as provided in Section 9.2(d).

“Letters of Credit” shall mean either Standby Letters of Credit or Commercial Letters of Credit issued by the Issuing Bank for the account of any of the Borrowers from time to time in accordance with Section 2.15.

“License Agreement” shall mean any license agreement or other agreement between a Borrower Party and a Person duly holding rights in a trademark, trade name or service mark pursuant to which such Borrower Party is granted a license to use such trademark, trade name or service mark on Inventory of such Borrower Party.

“Licensor Consent Agreement” shall mean an agreement among the applicable Borrower Party, the Administrative Agent and the applicable licensor in form and substance reasonably acceptable to the Administrative Agent pursuant to which, among other things, the licensor acknowledges the Lien of the Administrative Agent in the Inventory that is subject to the applicable License Agreement and agrees to permit the Administrative Agent to sell the Inventory that is subject to the License Agreement upon and during the continuance of an Event of Default.

“Lien” shall mean, with respect to any property, any mortgage, lien, pledge, negative pledge agreement, assignment for security purposes, charge, option, security interest, title retention agreement, levy, execution, seizure, attachment, garnishment, any documents, notice, instruments or other filings under the Federal Assignment of Claims

Act of 1940 or other encumbrance of any kind in respect of such property, whether or not choate, vested, or perfected.

“Lien Acknowledgement Agreement” shall mean an agreement between a Freight Handler and the Administrative Agent, in form and substance satisfactory to the Administrative Agent, pursuant to which, among other things, the Freight Handler (a) acknowledges the Lien of the Administrative Agent in the Collateral in the possession of the Freight Handler and any documents evidencing same, (b) agrees to hold any documents of title evidencing the Collateral as Administrative Agent’s agent and bailee for purposes of perfecting the Administrative Agent’s Lien on such Collateral and (c) if so instructed by the Administrative Agent, agrees to return to the Administrative Agent or otherwise deliver at its direction, all of the Collateral in its custody, control or possession.

“Loan Account” shall have the meaning specified in Section 2.7.

“Loan Documents” shall mean this Agreement, any Revolving Loan Notes, the Security Documents, the Blocked Account Agreements, the Fee Letter, the Guaranty Supplements, all reimbursement agreements relating to Letters of Credit issued hereunder, all Collateral Access Agreements, all Compliance Certificates, all Requests for Advance, all Requests for Issuance of Letters of Credit, all Notices of Conversion/Continuation, all Borrowing Base Certificates, all documents executed by a Borrower Party in connection with the Federal Assignment of Claims Act of 1940 (if any), and all other documents, lockbox agreements, instruments, certificates, and agreements executed or delivered by a Borrower Party in connection with or contemplated by this Agreement, including, without limitation, any security agreements or guaranty agreements from any Borrower’s Subsidiaries to the Lender Group, or any of them; provided, however, that, notwithstanding the foregoing, none of the Bank Product Documents shall constitute Loan Documents.

“Loans” shall mean, collectively, the Revolving Loans, the Swing Loans and the Agent Advances.

“Majority Lenders” shall mean, as of any date of calculation, Lenders the sum of whose unutilized portions of the Revolving Loan Commitment plus Loans (other than Swing Loans and Agent Advances) outstanding plus participation interests in Letter of Credit Obligations, Swing Loans and Agent Advances outstanding on such date of calculation equals or exceeds fifty percent (50%) of the sum of the aggregate unutilized Revolving Loan Commitment plus Loans (other than Swing Loans and Agent Advances) outstanding plus participation interests in Letter of Credit Obligations, Swing Loans and Agent Advances outstanding of all of the Lenders as of such date of calculation; provided, however, that so long as there are only two Lenders party to this Agreement, Majority Lenders shall mean both of such Lenders (other than a Defaulting Lender).

“Margin Stock” shall have the meaning specified in Section 5.1(t).

“Material Contracts” shall mean, collectively, all contracts, leases, instruments, guaranties, licenses or other arrangements (other than the Loan Documents) to which any Borrower Party or any Subsidiary of a Borrower Party is or becomes a party and which are required to be filed with the U.S. Securities and Exchange Commission under Item 601(b)(4) or 601(b)(10) of Regulation S-K (other than those required to be filed as a result of Item 601(b)(10)(ii)(A), 601(b)(10)(iii)(A) or 601(b)(10)(iii)(B) of Regulation S-K).

“Materially Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding), a material adverse change in, or a material adverse effect on: (a) the business, operations, prospects, properties, condition (financial or otherwise), assets or income of the Borrowers and their Subsidiaries, taken as a whole; (b) the ability of the Borrowers and their Subsidiaries, taken as a whole, to perform any material obligations under the Loan Documents, taken as a whole; or (c) (i) the validity, binding effect or enforceability of the Loan Documents, taken as a whole, (ii) the rights, remedies or benefits available to the Administrative Agent, the Issuing Bank or any Lender under the Loan Documents, taken as a whole, or (iii) the attachment, perfection or priority of any Lien of the Administrative Agent under the Security Documents on a material portion of the Collateral. In determining whether any individual event, act, condition or occurrence of the foregoing types would result in a Materially Adverse Effect, notwithstanding that a particular event, act, condition or occurrence does not itself have such effect, a Materially Adverse Effect shall be deemed to have occurred if the cumulative effect of such event, act, condition or occurrence and all other events, acts, conditions or occurrences of the foregoing types which have occurred would result in a Materially Adverse Effect.

“Maturity Date” shall mean November 24, 2011, or such earlier date as payment of the Loans shall be due (whether by acceleration or otherwise).

“Maximum Guaranteed Amount” shall have the meaning specified in Section 3.1(g).

“Moody’s” shall mean Moody’s Investor Service, Inc., or any successor thereto.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, and to which any Borrower Party or ERISA Affiliate is making, is obligated to make or has made or been obligated to make at any time within the past five (5) years, contributions on behalf of participants who are or were employed by any of them.

“Necessary Authorizations” shall mean all material authorizations, consents, permits, approvals, licenses, and exemptions from, and all filings and registrations with, and all reports to, any Governmental Authority whether federal, state, local, and all agencies thereof, which are required for the transactions contemplated by the Loan

Documents and the conduct of the businesses and the ownership (or lease) of the properties and assets of the Borrower Parties.

“Net Cash Proceeds” shall mean, with respect to any sale, lease, transfer, casualty loss or other disposition or loss of assets by any Borrower Party or any issuance by any Borrower Party of any Equity Interests or the incurrence by any Borrower Party of any Funded Debt (other than the Obligations), the aggregate amount of cash received for such assets or Equity Interests, or as a result of such Funded Debt, net of reasonable and customary transaction costs properly attributable to such transaction and payable by such Borrower Party to a non-Affiliate in connection with such sale, lease, transfer or other disposition of assets or the issuance of any Equity Interests or the incurrence of any Funded Debt, including, without limitation, sales commissions and underwriting discounts.

“Net Income” shall mean, for any period, the consolidated net income (or loss) of the Borrowers and their Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets, (iii) any non-cash losses attributable to write-downs of intangible assets, (iv) any Equity Interest of any Borrower or any Subsidiary of any Borrower in the unremitted earnings of any Person that is not a Subsidiary, and (v) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with any Borrower or any Subsidiary on the date that such Person’s assets are acquired by such Borrower or such Subsidiary.

“New Lender” shall have the meaning specified in Section 2.17(a).

“NOLV” shall mean, as to any particular asset, the value that is estimated to be recoverable in an orderly liquidation thereof, as determined from time to time by a qualified appraiser selected by the Administrative Agent, net of all liquidation costs and expenses.

“Notice of Conversion/Continuation” shall mean a notice in substantially the form of Exhibit D.

“Notice of Requested Commitment Increase” shall mean a notice substantially in the form of Exhibit I

“Obligations” shall mean (a) all payment and performance obligations as existing from time to time of the Borrower Parties to the Lender Group, or any of them, under this Agreement and the other Loan Documents (including all Letter of Credit Obligations and including any interest, fees and expenses that, but for the provisions of the Bankruptcy Code, would have accrued), or as a result of making the Loans or issuing the Letters of Credit, (b) the obligation to pay an amount equal to the amount of any and all damages which the Lender Group, or any of them, may suffer by reason of a breach by any

Borrower Party of any obligation, covenant, or undertaking with respect to this Agreement or any other Loan Document, and (c) any debts, liabilities and obligations as existing from time to time of any Borrower Party to the Administrative Agent (or an Affiliate of the Administrative Agent) arising from or in connection with any Bank Products and, if SunTrust Bank ceases to be the Administrative Agent, any debts, liabilities and obligations as existing from time to time of any Borrower Party to SunTrust Bank (or an Affiliate of SunTrust Bank) arising from or in connection with any Bank Products Documents entered into at a time when SunTrust Bank was the Administrative Agent.

“OFAC” shall mean the Office of Foreign Assets Control of the United States Department of the Treasury.

“Other Taxes” shall have the meaning specified in Section 2.8(b)(ii).

“Overadvance” shall have the meaning specified in Section 2.1(e).

“Participant” shall have the meaning specified in Section 11.5(d).

“Payment Date” shall mean the last day of each Eurodollar Advance Period for a Eurodollar Advance.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Discretion” shall mean a determination made in the exercise of reasonable commercial discretion in accordance with the Administrative Agent’s customary or generally applicable credit policies.

“Permitted Liens” shall mean, as applied to any Person:

(a) Any Lien in favor of the Administrative Agent or any other member of the Lender Group given to secure the Obligations;

(b) (i) Liens on real estate for real estate taxes not yet delinquent and (ii) Liens for taxes, assessments, judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on such Person’s books;

(c) Liens of carriers, warehousemen, mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have been made therefor;

(d) Liens incurred in the ordinary course of business in connection with worker’s compensation and unemployment insurance or other types of social security benefits;

(e) Easements, rights-of-way, restrictions (including zoning or deed restrictions), and other similar encumbrances on the use of real property which in the reasonable opinion of the Administrative Agent do not interfere with the ordinary conduct of the business of such Person;

(f) Purchase money security interests and Liens securing Capitalized Lease Obligations provided that such Lien attaches only to the asset (which asset shall not constitute Inventory) so purchased or leased by such Person and secures only Funded Debt incurred by such Person in order to purchase or lease such asset, but only to the extent permitted by Section 8.1(e);

(g) Deposits to secure the performance of bids, trade contracts, tenders, sales, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h) Liens on assets of the Borrower Parties existing as of the Agreement Date which are set forth on Schedule 1(b);

(i) Liens of Bank of America, N.A. with respect to the cash collateralization of (i) the Existing Letters of Credit in an amount not to exceed $5,000,000 and (ii) additional letters of credit issued by Bank of America, N.A. within ninety (90) days after the Agreement Date in an aggregate amount not to exceed $10,000,000;

(j) Statutory Liens in favor of landlords with respect to Inventory at leased premises in a state that provides for statutory Liens in favor of landlords or Liens arising under leases entered into by a Borrower Party in the ordinary course of business; and

(k) Liens on reserves retained by a Credit Card Issuer or a Credit Card Processor.

“Person” shall mean an individual, corporation, partnership, trust, joint stock company, limited liability company, unincorporated organization, other legal entity or joint venture or a government or any agency or political subdivision thereof.

“Plan” shall mean an employee benefit plan within the meaning of Section 3(3) of ERISA that any Borrower Party or ERISA Affiliate maintains, contributes to or has an obligation to contribute to or has maintained, contributed to or had an obligation to contribute to at any time within the past six (6) years on behalf of participants who were employed by any Borrower Party or ERISA Affiliate.

“Pro Forma Basis” shall mean for purposes of determining compliance with the Financial Covenant and the defined terms relating thereto, giving pro forma effect to any acquisition or sale of a Person, all or substantially all of the business or assets of a Person, and any related incurrence, repayment or refinancing of Funded Debt, Capital Expenditures or other related transactions which would otherwise be accounted for as an adjustment permitted by Regulation S-X under the Securities Act or on a pro forma basis under GAAP, in each case, as if such acquisition or sale and related transactions were realized on the first day of the relevant period.

“Property” shall mean any real property or personal property, plant, building, facility, structure, underground storage tank or unit, equipment, Inventory or other asset owned, leased or operated by the Borrower Parties, their Subsidiaries or any of them (including, without limitation, any surface water thereon or adjacent thereto, and soil and groundwater thereunder).

“Qualified Cash” shall mean, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of the Borrower Parties that is in deposit accounts or in securities accounts, or any combination thereof, maintained at SunTrust Bank and which such deposit account or securities account is the subject of a Blocked Account Agreement; provided, however, the aggregate amount of “Qualified Cash” shall not at any time exceed $5,000,000.

“Register” shall have the meaning specified in Section 11.5(c).

“Reimbursement Obligations” shall mean the payment obligations of the Borrowers under Section 2.15(d).

“Rent Reserve” shall mean, with respect to any leased real property an amount equal to three (3) months rental expense for such leased real property (or such other amount as the Administrative Agent may deem appropriate in its Permitted Discretion based on the existence of any statutory Lien).

“Replacement Event” shall have the meaning specified in Section 11.16.

“Replacement Lender” shall have the meaning specified in Section 11.16.

“Request for Advance” shall mean any certificate signed by an Authorized Signatory of the Administrative Borrower requesting a new Advance hereunder, which certificate shall be denominated a “Request for Advance,” and shall be in substantially the form of Exhibit E. Each Request for Advance shall, among other things, specify the date of the Advance, which shall be a Business Day, the amount of the Advance, and the type of Advance.

“Request for Issuance of Letter of Credit” shall mean any certificate signed by an Authorized Signatory of the Administrative Borrower requesting that the Issuing Bank

issue a Letter of Credit hereunder, which certificate shall be in substantially the form of Exhibit F, and shall, among other things, (a) specify that the requested Letter of Credit is either a Commercial Letter of Credit or a Standby Letter of Credit, (b) the stated amount of the Letter of Credit (which shall be in Dollars), (c) the effective date (which shall be a Business Day) for the issuance of such Letter of Credit, (d) the date on which such Letter of Credit is to expire (which shall be a Business Day and which shall be subject to Section 2.15(a)), (e) the Person for whose benefit such Letter of Credit is to be issued, (f) other relevant terms of such Letter of Credit, and (g) the Available Letter of Credit Amount as of the scheduled date of issuance of such Letter of Credit.

“Reserves” shall mean reserves that the Administrative Agent may establish from time to time in its Permitted Discretion for such purposes as the Administrative Agent shall deem necessary (without duplication of any amounts accounted for in the definitions of Eligible Credit Card Receivables, Eligible Domestic Inventory, Eligible In-Transit Inventory or NOLV). Without limiting the generality of the foregoing, the following reserves (without duplication) shall be deemed an exercise of the Administrative Agent’s Permitted Discretion: (a) reserves for accrued but unpaid ad valorem, excise and personal property tax liability; (b) Bank Product Reserves; (c) reserves for warehousemen’s, bailees’, shippers’, brokers’ or carriers’ charges; (d) with respect to Eligible In-Transit Inventory, reserves for duties, customs brokers, insurance and other incidental charges pertaining thereto; (e) with respect to Eligible Inventory, reserves for any required royalty or similar licensing payments, (f) Rent Reserves; and (g) reserves for any other matter that has a negative impact on the value of the Collateral.

“Restricted Payment” shall mean (a) Dividends, and (b) any redemption, purchase, retirement, defeasance, sinking fund or similar payment or any claim of rescission with respect to the Equity Interests of Parent.

“Restricted Purchase” shall mean any payment on account of the purchase, redemption, or other acquisition or retirement of any shares of Equity Interests of Parent.

“Retiree Welfare Plan” shall mean a Plan that is an “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides for continuing coverage or benefits for any participant or any beneficiary of a participant after such participant’s termination of employment, other than continuation coverage provided pursuant to Code Section 4980B (or applicable state law mandating health insurance continuation coverage for employees) and at the sole expense of the participant or the beneficiary.

“Revolving Commitment Ratio” shall mean, with respect to any Lender, the ratio, expressed as a percentage, of (a) the portion of the Revolving Loan Commitment of such Lender, divided by (b) the Revolving Loan Commitment of all Lenders, which, as of the Agreement Date, are set forth (together with Dollar amounts thereof) on Schedule 1(a).

“Revolving Loan Commitment” shall mean the several obligations of the Lenders to advance the aggregate amount of up to $55,000,000 to the Borrowers on or after the

Agreement Date, in accordance with their respective Revolving Commitment Ratios, pursuant to the terms of this Agreement, as such amount may be reduced from time to time pursuant to the terms of this Agreement or increased pursuant to Section 2.17.

“Revolving Loan Notes” shall mean those certain promissory notes issued by the Borrowers to each of the Lenders that requests a promissory note, in accordance with each such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment, in substantially in the form of Exhibit G.

“Revolving Loans” shall mean, collectively, the amounts (other than Agent Advances and Swing Loans) advanced from time to time by the Lenders to the Borrowers under the Revolving Loan Commitment, not to exceed the amount of the Revolving Loan Commitment.

“S&P” shall mean Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., or any successor thereto.

“Sanctioned Country” shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time.

“Sanctioned Person” shall mean (i) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“SEA” shall mean the Securities and Exchange Act of 1934 and the rules promulgated thereunder by the Securities and Exchange Commission, as amended from time to time or any similar Federal law then in force.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar Federal law then in force.

“Security Agreement” shall mean that certain Security Agreement dated as of the Agreement Date among the Borrower Parties and the Administrative Agent, on behalf of, and for the benefit of, the Lender Group.

“Security Documents” shall mean, collectively, the Security Agreement, all UCC-1 financing statements and any other document, instrument or agreement granting Collateral for the Obligations, as the same may be amended or modified from time to time.

“Standby Letter of Credit” shall mean a Letter of Credit issued to support obligations of any Borrower Party incurred in the ordinary course of its business, and which is not a Commercial Letter of Credit.

“Subsidiary” shall mean, as applied to any Person, (a) any corporation of which more than fifty percent (50%) of the outstanding stock (other than directors’ qualifying shares) having ordinary voting power to elect a majority of its board of directors, regardless of the existence at the time of a right of the holders of any class or classes of securities of such corporation to exercise such voting power by reason of the happening of any contingency, or any partnership or limited liability company of which more than fifty percent (50%) of the outstanding partnership interests or membership interests, as the case may be, is at the time owned by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, and (b) any other entity which is controlled or capable of being controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person.

“Subsidiary Guarantors” shall mean all Domestic Subsidiaries of the Borrowers signatory to this Agreement as a “Guarantor” and all Domestic Subsidiaries of the Borrowers that have executed and delivered a Guaranty Supplement.

“Swing Bank” shall mean SunTrust Bank, or any other Lender who shall agree with the Administrative Agent to act as Swing Bank.

“Swing Loans” shall mean, collectively, the amounts advanced from time to time by the Swing Bank to the Borrowers under the Revolving Loan Commitment in accordance with Section 2.2(g).

“Swingline Rate” shall mean the rate offered to the Borrowers by the Administrative Agent and accepted by the Administrative Borrower with respect to Swing Loans; provided, however, the Administrative Borrower is under no obligation to accept the rate offered by the Administrative Agent and the Administrative Agent is under no obligation to fund any Swing Loans.

“Taxes” shall have the meaning specified in Section 2.8(b)(i).

“Title IV Plan” shall mean a Plan that is an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA, that is covered by Title IV of ERISA.

“UCC” shall mean the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of Georgia; provided, that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with

respect to, the Administrative Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Georgia, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“Unfunded Pension Liability” shall mean at any time, the aggregate amount, if any, of the sum of (a) the amount by which the present value of all accrued benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, all determined as of the most recent valuation date for each such Title IV Plan using the actuarial assumptions for funding purposes in effect under such Title IV Plan, and (b) for a period of five (5) years following a transaction which might reasonably be expected to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by any Borrower Party or any ERISA Affiliate as a result of such transaction.

“Uniform Customs” shall mean the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, as the same may be amended from time to time.

“Unused Line Fee” shall have the meaning specified in Section 2.4(b).

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“US” or “United States” shall mean the United States of America, including the District of Columbia and its possessions and territories.

“Value” shall mean, at any particular date, with respect to any item of Inventory (a) such item of Inventory’s cost, valued in accordance with the “Weighted Average Cost” method of accounting, minus (b) an amount which is equal to the amount of reserves where such Inventory is reasonably estimated for GAAP purposes to have a value below such Inventory’s cost, as so valued.

“Voidable Transfer” shall have the meaning specified in Section 11.18.

Section 1.2 Accounting Principles. The classification, character and amount of all assets, liabilities, capital accounts and reserves and of all items of income and expense to be determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made in accordance with GAAP consistently applied, unless such principles are inconsistent with the express requirements of this Agreement;

provided that if because of a change in GAAP after the date of this Agreement any Borrower or any of its Subsidiaries would be required to alter a previously utilized accounting principle, method or policy in order to remain in compliance with GAAP, such determination shall continue to be made in accordance with such Borrower’s or such Subsidiary’s previous accounting principles, methods and policies. All accounting terms used herein without definition shall be used as defined under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the Borrowers on a consolidated basis with their Subsidiaries.

Section 1.3 Other Interpretive Matters. Each definition of an agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if required, the prior written consent of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

Section 1.4 Certain Provisions Cumulative. The permissive subsections and clauses in each Section of Article 8 are intended to be and are to be construed as cumulative provisions. To the extent that any item, transaction, event, fact or circumstance would be permitted under more than one such subsection or clause of any Section of Article 8, such item, transaction, event, fact or circumstance shall be deemed permitted under one such subsection or clause without reducing the amount permitted under or otherwise limiting any other subsection or clause of such Section. In any such case, the Borrowers may elect which such subsection or clause shall be deemed to permit any item, transaction, event, fact or circumstance, and notwithstanding any such election, may thereafter elect that such item, transaction, event, fact or circumstance be deemed

permitted under another such subsection or clause that otherwise permits such item, transaction, event, fact or circumstance.

ARTICLE 2.

THE LOANS AND THE LETTERS OF CREDIT

Section 2.1 Extension of Credit. Subject to the terms and conditions of, and in reliance upon the representations and warranties made in, this Agreement and the other Loan Documents, the Lenders agree, severally in accordance with their respective Revolving Commitment Ratios, and not jointly, to extend credit to the Borrowers in an aggregate principal amount not to exceed the Revolving Loan Commitment.

(a) The Revolving Loans. Each Lender agrees, severally in accordance with its Revolving Commitment Ratio and not jointly with the other Lenders, upon the terms and subject to the conditions of this Agreement, to lend and relend to the Borrowers, from time to time on any Business Day prior to the Maturity Date, amounts which do not exceed such Lender’s ratable share (based upon such Lender’s Revolving Commitment Ratio) of (i) Availability minus (ii) the Availability Block, to the extent in effect at such time of determination, as of such Business Day. Subject to the terms and conditions hereof and prior to the Maturity Date, Advances under the Revolving Loan Commitment may be repaid and reborrowed from time to time on a revolving basis.

(b) Intentionally Omitted.

(c) The Letters of Credit. Subject to the terms and conditions of this Agreement, the Issuing Bank agrees to issue Letters of Credit (or to arrange with a Foreign Issuer for the issuance of a Letter of Credit on behalf of the Issuing Bank) for the account of the Borrowers, from time to time on any Business Day prior to the date thirty (30) days prior to the Maturity Date, pursuant to Section 2.15 in an aggregate outstanding face amount not to exceed the Letter of Credit Commitment; provided, however, until such time that the Administrative Agent has completed a satisfactory field exam, in form and substance satisfactory to the Administrative Agent, the Borrowers shall be permitted to request that the Issuing Bank issue, and the Issuing Bank shall issue, Letters of Credit so long as (i) the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit, together with such other documents, instruments and information as the Administrative Agent or Issuing Bank may reasonably request and (ii) the Borrowers have satisfied all conditions set forth in Section 4.4.

(d) The Swing Loans. Subject to the terms and conditions of this Agreement, the Swing Bank, in its sole discretion, may from time to time on any Business Day after the Agreement Date but prior to the Maturity Date, make Swing Loans to the Borrowers (i) in an amount not to exceed (i) Availability minus (ii) the Availability Block, to the extent in effect at such time of determination, as of such

Business Day and (ii) in an aggregate amount (including all Swing Loans outstanding as of such Business Day) not to exceed the lesser of (A) the excess of (1) the Swing Bank’s ratable share (in accordance with its Revolving Commitment Ratio) of the Revolving Loan Commitment less (2) the sum of the aggregate outstanding principal amount of Swing Loans and Revolving Loans made by it and the Swing Bank’s ratable share (in accordance with its Revolving Commitment Ratio) of the outstanding Letter of Credit Obligations and Agent Advances, or (B) $5,000,000.

(e) Overadvances. If at any time the amount of the Aggregate Revolving Credit Obligations exceeds the Revolving Loan Commitment, the Borrowing Base or any other applicable limitation set forth in this Agreement (including, without limitation, the limitations on Swing Loans, Agent Advances and Letters of Credit) such excess (an “Overadvance”) shall nevertheless constitute a portion of the Obligations that are secured by the Collateral and are entitled to all benefits thereof. In no event, however, shall the Borrowers have any right whatsoever to (i) receive any Revolving Loan, (ii) receive any Swing Loan, or (iii) request the issuance of any Letter of Credit if, before or after giving effect thereto, there shall exist a Default. In the event that (1) the Lenders shall make any Revolving Loans, (2) the Swing Bank shall make any Swing Loan, (3) the Administrative Agent shall make any Agent Advances or (4) the Issuing Bank shall agree to the issuance of any Letter of Credit, which in any such case gives rise to an Overadvance, the Borrowers shall make, on demand, a payment on the Obligations to be applied to the Revolving Loans, the Swing Loans, the Agent Advances and the Letter of Credit Reserve Account, as appropriate, in an aggregate principal amount equal to such Overadvance.

(f) Agent Advances.

(i) Subject to the limitations set forth below and notwithstanding anything else in this Agreement to the contrary, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion, (A) at any time that a Default exists, (B) at any time that any of the other conditions precedent set forth in Article 4 have not been satisfied, or (C) at any time an Overadvance exists or would result from any Agent Advance (as defined below), to make Base Rate Advances to the Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time not to exceed (together with all other Aggregate Revolving Credit Obligations) the lesser of (y) the Revolving Loan Commitment or (z) $5,000,000, which the Administrative Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as provided under this Agreement (any of such advances are herein referred to as “Agent Advances”); provided, that (i) such amount shall not be outstanding more than

30 days and (ii) the Majority Lenders may at any time revoke the Administrative Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent shall promptly provide to the Administrative Borrower written notice of any Agent Advance.

(ii) The Agent Advances shall be secured by the Collateral and shall constitute Obligations hereunder. Each Agent Advance shall bear interest as a Base Rate Advance. Each Agent Advance shall be subject to all terms and conditions of this Agreement and the other Loan Documents applicable to Revolving Loans, except that all payments thereon shall be made to the Administrative Agent solely for its own account and the making of any Agent Advance shall not require the consent of the Borrowers. The Administrative Agent shall have no duty or obligation to make any Agent Advance hereunder.

(iii) The Administrative Agent shall notify each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Agent Advances outstanding as of 12:00 noon (Atlanta, Georgia time) as of such date, and each Lender’s pro rata share thereof. Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on such Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share of such principal amount of Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in Section 4.3. The Administrative Agent shall use such funds to repay the principal amount of Agent Advances. Additionally, if at any time any Agent Advances are outstanding, any of the events described in Sections 9.1(g) or 9.1(h) shall have occurred, then each Lender shall automatically, upon the occurrence of such event, and without any action on the part of the Administrative Agent, the Borrowers or the Lenders, be deemed to have purchased an undivided participation in the principal and interest of all Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Administrative Agent shall deliver to such Lender, a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Agent Advances hereunder shall be subject to the terms and conditions of Section 2.2(e).

Section 2.2 Manner of Borrowing and Disbursement of Loans.

(a) Choice of Interest Rate, etc. Any Advance shall, at the option of the Borrowers, be made either as a Base Rate Advance or as a Eurodollar Advance (except for the first three (3) Business Days after the Agreement Date, during which period the Loans shall bear interest as a Base Rate Advance); provided, however, that (i)

if the Administrative Borrower fails to give the Administrative Agent written notice specifying whether a Eurodollar Advance is to be repaid, continued or converted on a Payment Date, such Advance shall be converted to a Base Rate Advance on the Payment Date in accordance with Section 2.3(a)(iii), (ii) the Administrative Borrower may not select a Eurodollar Advance (A) with respect to Swing Loans, (B) with respect to an Advance, the proceeds of which are to reimburse the Issuing Bank pursuant to Section 2.15, or (C) if, at the time of such Advance or at the time of the continuation of, or conversion to, a Eurodollar Advance pursuant to Section 2.2(c), a Default exists and (iii) all Agent Advances shall be made as Base Rate Advances. Any notice given to the Administrative Agent in connection with a requested Advance hereunder shall be given to the Administrative Agent prior to 11:00 a.m. (Atlanta, Georgia time) in order for such Business Day to count toward the minimum number of Business Days required.

(b) Base Rate Advances.

(i) Initial and Subsequent Advances. The Administrative Borrower shall give the Administrative Agent in the case of Base Rate Advances irrevocable notice by telephone not later than 11:00 a.m. (Atlanta, Georgia time) one Business Day prior to the date of such Base Rate Advance and shall immediately confirm any such telephone notice with a written Request for Advance; provided, however, that the failure by the Administrative Borrower to confirm any notice by telephone with a written Request for Advance shall not invalidate any notice so given.

(ii) Repayments and Conversions. The Borrowers may (A) subject to Section 2.5, at any time without prior notice repay a Base Rate Advance, or (B) upon at least three (3) Business Days’ irrevocable prior written notice by the Administrative Borrower to the Administrative Agent in the form of a Notice of Conversion/Continuation, convert all or a portion of the principal thereof to one or more Eurodollar Advances. Upon the date indicated by the Administrative Borrower, such Base Rate Advance shall be so repaid or converted.

(i) Initial and Subsequent Advances. The Administrative Borrower shall give the Administrative Agent in the case of Eurodollar Advances irrevocable notice by telephone not later than 11:00 a.m. (Atlanta, Georgia time) three (3) days prior to the date of such Eurodollar Advance and shall immediately confirm any such telephone notice with a written Request for Advance; provided, however, that the failure by the Administrative Borrower to confirm any notice by telephone with a written Request for Advance shall not invalidate any notice so given.

(ii) Repayments, Continuations and Conversions. At least three (3) Business Days prior to each Payment Date for a Eurodollar Advance, the Administrative Borrower shall give the Administrative Agent written notice in the form of a Notice of Conversion/Continuation specifying whether all or a portion of such

Eurodollar Advance outstanding on such Payment Date is to be continued in whole or in part as one or more new Eurodollar Advances and also specifying the new Eurodollar Advance Period applicable to each such new Eurodollar Advance (and subject to the provisions of this Agreement, upon such Payment Date, such Eurodollar Advance shall be so continued). Upon such Payment Date, any Eurodollar Advance (or portion thereof) not so continued shall be converted to a Base Rate Advance or, subject to Section 2.5, be repaid.

(iii) Miscellaneous. Notwithstanding any term or provision of this Agreement which may be construed to the contrary, at no time shall the aggregate number of all Eurodollar Advances then outstanding exceed six (6).

(d) Notification of Lenders. Upon receipt of a (i) Request for Advance or a telephone or telecopy request for Advance, (ii) notification from the Issuing Bank that a draw has been made under any Letter of Credit (unless the Issuing Bank will be reimbursed through the funding of a Swing Loan), or (iii) notice from the Administrative Borrower with respect to the prepayment of any outstanding Eurodollar Advance prior to the Payment Date for such Advance, the Administrative Agent shall promptly notify each Lender by telephone or telecopy of the contents thereof and the amount of each Lender’s portion of any such Advance. Each Lender shall, not later than 1:00 p.m. (Atlanta, Georgia time) on the date specified for such Advance (under clause (i) or (ii) above) in such notice, make available to the Administrative Agent at the Administrative Agent’s Office, or at such account as the Administrative Agent shall designate, the amount of such Lender’s portion of the Advance in immediately available funds.

(e) Disbursement. Prior to 3:00 p.m. (Atlanta, Georgia time) on the date of an Advance hereunder, the Administrative Agent shall, subject to the satisfaction of the conditions set forth in Article 4, disburse the amounts made available to the Administrative Agent by the Lenders in like funds by (i) transferring the amounts so made available by wire transfer to the Borrowers’ Disbursement Account or (ii) in the case of an Advance the proceeds of which are to reimburse the Issuing Bank pursuant to Section 2.15, transferring such amounts to such Issuing Bank. Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 Noon (Atlanta, Georgia time) on the date of any Advance that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Advance, the Administrative Agent may assume that such Lender has made or will make such portion available to the Administrative Agent on the date of such Advance and the Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the Borrowers or the Issuing Bank, as applicable, on such date a corresponding amount. If and to the extent such Lender shall not have so made such ratable portion available to the Administrative Agent (a “Defaulting Lender”), such Lender agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers or the Issuing Bank, as applicable, until the date such amount is repaid to the

Administrative Agent, (x) for the first two (2) Business Days, at the Federal Funds Rate for such Business Days, and (y) thereafter, at the Base Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s portion of the applicable Advance for purposes of this Agreement and if both such Lender and the Borrowers shall pay and repay such corresponding amount, the Administrative Agent shall promptly relend to the Borrowers such corresponding amount. If such Lender does not repay such corresponding amount immediately upon the Administrative Agent’s demand therefor, the Administrative Agent shall notify the Administrative Borrower and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The failure of any Lender to fund its portion of any Advance shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Advance on the date of such borrowing, but no Lender shall be responsible for any such failure of any other Lender. In the event that a Lender for any reason fails or refuses to fund its portion of an Advance in violation of this Agreement, then, until such time as such Lender has funded its portion of such Advance, or all other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such Advance, such non-funding Lender shall not (i) have the right to vote regarding any issue on which voting is required or advisable under this Agreement or any other Loan Document and, with respect to any such Lender, the amount of the Revolving Loan Commitment or Loans, as applicable, held by such Lender shall not be counted as outstanding for purposes of determining “Majority Lenders” hereunder, and (ii) be entitled to receive any payments of principal, interest or fees from the Borrowers or the Administrative Agent (or the other Lenders) in respect of its Loans.

(f) Deemed Requests for Advance. Unless payment is otherwise timely made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents as principal, interest, reimbursement obligations in connection with Letters of Credit, premiums, fees, reimbursable expenses or other sums payable hereunder shall be deemed irrevocably to be a Request for Advance on the due date of, and in an aggregate amount required to pay, such principal, interest, reimbursement obligations in connection with Letters of Credit, premiums, fees, reimbursable expenses or other sums payable hereunder, and the proceeds of a Revolving Loan made pursuant thereto may be disbursed by way of direct payment of the relevant Obligation and shall bear interest as a Base Rate Advance. The Lenders shall have no obligation to the Borrowers to honor any deemed Request for Advance under this Section 2.2(f) unless all the conditions set forth in Section 4.3 have been satisfied, but, with the consent of the Lenders required under the last sentence of Section 4.3, may do so in their sole discretion and without regard to the existence of, and without being deemed to have waived, any Default and without regard to the existence or creation of an Overadvance or the failure by the Borrowers to satisfy any of the conditions set forth in Section 4.3. No further authorization, direction or approval by the Borrowers shall be required to be given by the Borrowers for any deemed Request for Advance under this Section 2.2(f). The Administrative Agent shall promptly provide to

the Administrative Borrower written notice of any Advance pursuant to this Section 2.2(f).

(g) Special Provisions Pertaining to Swing Loans.

(i) The Administrative Borrower shall give the Swing Bank written notice in the form of a Request for Advance, or notice by telephone no later than 12:00 noon. (Atlanta, Georgia time) on the date on which the Borrowers wish to receive an Advance of any Swing Loan followed immediately by a written Request for Advance, with a copy to the Administrative Agent; provided, however, that the failure by the Administrative Borrower to confirm any notice by telephone with a written Request for Advance shall not invalidate any notice so given; provided further, however, that any request by the Administrative Borrower of a Base Rate Advance under the Revolving Loan Commitment shall be deemed to be a request for a Swing Loan unless the Administrative Borrower specifically requests otherwise. Each Swing Loan shall bear interest at the rate equal to the Swingline Rate. If the Swing Bank, in its sole discretion, elects to make the requested Swing Loan, the Swing Loan shall be made on the date specified in the notice or the Request for Advance and such notice or Request for Advance shall specify (i) the amount of the requested Swing Loan, and (ii) instructions for the disbursement of the proceeds of the requested Swing Loan. Each Swing Loan shall be subject to all the terms and conditions applicable to Revolving Loans, except that all payments thereon shall be payable to the Swing Bank solely for its own account. The Swing Bank shall have no duty or obligation to make any Swing Loans hereunder. The Swing Bank shall not make any Swing Loans if the Swing Bank has received written notice from any Lender (or the Swing Bank has actual knowledge) that one or more applicable conditions precedent set forth in Section 4.3 will not be satisfied (or waived pursuant to the last sentence of Section 4.3) on the requested Advance date. In the event the Swing Bank in its sole and absolute discretion elects to make any requested Swing Loan, the Swing Bank shall make the proceeds of such Swing Loan available to the Borrowers by deposit of Dollars in same day funds by wire transfer to the Disbursement Account. In the event that the Swing Bank informs the Administrative Agent that it will not make the requested Advance as a Swing Loan, then such request will be deemed a request for a Base Rate Advance under the Revolving Loan Commitment.

(ii) The Swing Bank shall notify the Administrative Agent and each Lender no less frequently than weekly, as determined by the Administrative Agent, of the principal amount of Swing Loans outstanding as of 3:00 p.m. (Atlanta, Georgia time) as of such date and each Lender’s pro rata share (based on its Revolving Commitment Ratio) thereof. Each Lender shall before 12:00 Noon (Atlanta, Georgia time) on the next Business Day make available to the Administrative Agent, in immediately available funds, the amount of its pro rata share (based on its Revolving Commitment Ratio) of such principal amount of Swing Loans outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrowers, notwithstanding any failure of the Borrowers to satisfy the conditions in

Section 4.3. The Administrative Agent shall use such funds to repay the principal amount of Swing Loans to the Swing Bank. Additionally, if at any time any Swing Loans are outstanding, any of the events described in Sections 9.1(g) or 9.1(h) shall have occurred, then each Lender shall automatically upon the occurrence of such event and without any action on the part of the Swing Bank, the Borrowers, the Administrative Agent or the Lenders be deemed to have purchased an undivided participation in the principal and interest of all Swing Loans then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio of the principal and interest of all Swing Loans then outstanding and each Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent for the account of the Swing Bank in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Swing Bank shall deliver to such Lender a loan participation certificate dated the date of receipt of such funds in such amount). The disbursement of funds in connection with the settlement of Swing Loans hereunder shall be subject to the terms and conditions of Section 2.2(e).

Section 2.3 Interest.

(a) On Loans. Interest on the Loans, subject to Sections 2.3(b) and (c), shall be payable as follows:

(i) On Base Rate Advances and Swing Loans. Interest on each Base Rate Advance and each Swing Loan shall be computed for the actual number of days elapsed on the basis of a hypothetical year of three hundred sixty (360) days and shall be payable monthly in arrears on the first day of each calendar month for the prior calendar month, commencing on December 1, 2008. Interest on Base Rate Advances and Swing Loans then outstanding shall also be due and payable on the Maturity Date (or the date of any earlier prepayment in full of the Obligations). Interest shall accrue and be payable on each Base Rate Advance at the simple per annum interest rate equal to the sum of (A) the Base Rate and (B) the Applicable Margin. Interest shall accrue and be payable on each Swing Loan at the simple per annum interest rate equal to the Swingline Rate.

(ii) On Eurodollar Advances. Interest on each Eurodollar Advance shall be computed for the actual number of days elapsed on the basis of a hypothetical year of three hundred sixty (360) days and shall be payable in arrears on (x) the Payment Date for such Advance, and (y) if the Eurodollar Advance Period for such Advance is greater than three (3) months, on the last day of such three (3) month period and on the last day of the applicable Eurodollar Advance Period for such Advance. Interest on Eurodollar Advances then outstanding shall also be due and payable on the Maturity Date (or the date of any earlier prepayment in full of the Obligations). Interest shall accrue and be payable on each Eurodollar Advance at a rate per annum equal to the sum of (A) the Eurodollar Basis applicable to such Eurodollar Advance and (B) the Applicable Margin.

(iii) If No Notice of Selection of Interest Rate. If the Administrative Borrower fails to give the Administrative Agent timely notice of its selection of a Eurodollar Basis, or if for any reason a determination of a Eurodollar Basis for any Advance is not timely concluded, the Base Rate shall apply to such Advance. If the Administrative Borrower fails to elect to continue any Eurodollar Advance then outstanding prior to the last Payment Date applicable thereto in accordance with the provisions of Section 2.2, as applicable, the Base Rate shall apply to such Advance commencing on and after such Payment Date.

(b) Upon Default. Immediately upon the occurrence and during the continuance of an Event of Default, interest on the outstanding Obligations shall accrue at the Default Rate. Interest accruing at the Default Rate shall be payable on demand and in any event on the Maturity Date (or the date of any earlier prepayment in full of the Obligations) and shall accrue until the earliest to occur of (i) waiver of the applicable Event of Default in accordance with Section 11.12, (ii) agreement by the Majority Lenders to rescind the charging of interest at the Default Rate, or (iii) payment in full of the Obligations. The Lenders shall not be required to (A) accelerate the maturity of the Loans, (B) terminate the Revolving Loan Commitments, or (C) exercise any other rights or remedies under the Loan Documents in order to charge interest hereunder at the Default Rate.

(c) Computation of Interest. In computing interest on any Advance, the date of making the Advance shall be included and the date of payment shall be excluded; provided, however, that if an Advance is repaid on the date that it is made, one (1) day’s interest shall be due with respect to such Advance.

Section 2.4 Fees.

(a) Fee Letter. The Borrowers jointly and severally agree to pay to the Administrative Agent such fees as are set forth in the Fee Letter.

(b) Unused Line Fee. The Borrowers jointly and severally agree to pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Revolving Commitment Ratios, an unused line fee (“Unused Line Fee”) on the aggregate amount by which the Revolving Loan Commitment exceeded the sum of the average daily amount of Aggregate Revolving Credit Obligations (other than with respect to any Swing Loans and Agent Advances) for each day from the Agreement Date through the Maturity Date (or the date of any earlier prepayment in full of the Obligations), at a per annum rate equal to 0.50%. Such Unused Line Fee shall be computed on the basis of a hypothetical year of three hundred sixty (360) days for the actual number of days elapsed, shall be payable in arrears on December 1, 2008, for the immediately preceding calendar month and thereafter shall be payable monthly in arrears on the first day of each calendar month thereafter for the immediately preceding calendar month, and if then unpaid, on the Maturity Date (or the date of any earlier prepayment in full of the Obligations), and shall be fully earned when due and non-refundable when paid.

(i) The Borrowers shall pay to the Administrative Agent for the account of the Lenders, in accordance with their respective Revolving Commitment Ratios, a fee on the stated amount of each outstanding Letter of Credit for each day such Letter of Credit is outstanding from the Date of Issue through the Maturity Date (or the date of any earlier prepayment in full of the Obligations) at a rate per annum on the amount of the Letter of Credit Obligations equal to the Applicable Margin in effect from time to time. Such Letter of Credit fee shall be computed on the basis of a hypothetical year of three hundred sixty (360) days for the actual number of days elapsed, shall be payable monthly in arrears for each calendar month on the first day of the immediately succeeding calendar month, commencing on December 1, 2008, and if then unpaid, on the Maturity Date (or the date of any earlier prepayment in full of the Obligations), and shall be fully earned when due and non-refundable when paid.

(ii) The Borrowers shall also pay to the Administrative Agent, for the account of the Issuing Bank, (A) a fee on the stated amount of each outstanding Letter of Credit for each day such Letter of Credit is outstanding from the Date of Issue through the expiration date of each such Letter of Credit (or any earlier prepayment in full of the Obligations) at a rate of one-fourth of one percent (0.25%) per annum which fee shall be computed on the basis of a hypothetical year of three hundred sixty (360) days for the actual number of days elapsed, shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter, commencing on January 1, 2008, and, if then unpaid on the Maturity Date (or any earlier prepayment in full of the Obligations) and (B) any reasonable and customary fees charged by the Issuing Bank for issuance and administration of such Letters of Credit. The foregoing fees shall be fully earned when due, and non-refundable when paid.

(d) Computation of Fees. In computing any fees payable under this Section 2.4, the first day of the applicable period shall be included and the date of the payment shall be excluded.

Section 2.5 Prepayment/Reduction of Commitment.

(a) The principal amount of any Base Rate Advance may be repaid in full or in part at any time, without penalty or prior notice; and the principal amount of any Eurodollar Advance may be prepaid prior to the applicable Payment Date, upon five (5) days’ prior written notice to the Administrative Agent, provided that the Borrowers shall reimburse the Lenders and the Administrative Agent, on the earlier of demand or the Maturity Date, for any Funding Loss or reasonable out-of-pocket expense incurred by the Lenders or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9. Each notice of prepayment of any Eurodollar Advance shall be irrevocable, and each prepayment or repayment made under this Section 2.5(a) shall include the accrued interest on the amount so prepaid or repaid. Upon receipt of any notice of repayment or prepayment, the Administrative Agent shall promptly notify each Lender of

the contents thereof by telephone or telecopy and of such Lender’s portion of the repayment or prepayment. Notwithstanding the foregoing, the Borrowers shall not make any repayment or prepayment of the Revolving Loans unless and until the balance of the Swing Loans and the Agent Advances then outstanding is zero. Except as provided in Section 2.5(b), any repayment and prepayment of Advances outstanding under the Revolving Loan Commitment shall not reduce the Revolving Loan Commitment. Any prepayment of the Loans shall not affect the Borrowers’ obligation to continue to make payments under any swap agreement (as defined in 11 U.S.C. §101), including, without limitation any such swap agreement that is a Lender Hedge Agreement, which shall remain in full force and effect notwithstanding such prepayment, subject to the terms of the applicable swap agreement.

(b) The Borrowers shall have the right, at any time and from time to time after the Agreement Date and prior to the Maturity Date, upon at least ten (10) days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment on a pro rata basis among the Lenders in accordance with their respective Revolving Commitment Ratios; provided, that (i) the Revolving Loan Commitment may not be reduced to an amount below the then outstanding Letter of Credit Obligations and (ii) after giving effect to any partial reduction in the Revolving Loan Commitment, at least $20,000,000 of the Revolving Loan Commitment shall remain in place. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be permanently canceled or reduced to the amount stated in the Administrative Borrower’s notice for all purposes herein, and the Borrowers shall pay to the Administrative Agent for the account of the Lenders the amount necessary to repay in full the principal amount of the Revolving Loans, Swing Loans and Agent Advances or reduce the principal amount of the Revolving Loans, Swing Loans and Agent Advances then outstanding to not more than the amount of the Revolving Loan Commitment as so reduced, together with accrued interest on the amount so prepaid and the Unused Line Fee set forth in Section 2.4(b) accrued through the date of the reduction with respect to the amount reduced, and shall reimburse the Administrative Agent and the Lenders for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment as set forth in Section 2.9 and, in the case of cancellation of the Revolving Loan Commitment, shall secure the Letter of Credit Obligations through the delivery of cash collateral in an amount equal to 105% of the Letters of Credit Obligations.

Section 2.6 Repayment.

(a) The Revolving Loans. All unpaid principal and accrued interest on the Revolving Loans shall be due and payable in full on the Maturity Date. Notwithstanding the foregoing, however, in the event that at any time and for any reason there shall exist an Overadvance, the Borrowers shall pay to the Administrative Agent, on demand, an amount equal to the Overadvance, which payment shall constitute a

mandatory payment of the Revolving Loans, Agent Advances, Swing Loans and Letter of Credit Reserve Account, as appropriate.

(b) Intentionally Omitted.

(i) In the event that after the Agreement Date, any Borrower Party shall issue any Equity Interests or shall incur any Funded Debt other than Funded Debt permitted under Section 8.1, one hundred percent (100%) of the Net Cash Proceeds received by such Borrower Party from such issuance or incurrence shall be paid within one (1) Business Day of receipt of the proceeds thereof by such Borrower Party to the Lenders as a mandatory payment of the Loans. Any payment due hereunder shall be applied first to repay outstanding Agent Advances, second to repay outstanding Swing Loans, third to repay outstanding Revolving Loans, and fourth, if an Event of Default has occurred and is continuing, to fund the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding. So long as no Event of Default exists, all such other Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(a). Notwithstanding the foregoing, if an Event of Default exists, all such Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(b). The Revolving Loan Commitment shall not be permanently reduced by the amount of any payment of the Agent Advances, Swing Loans or Revolving Loans due under this Section 2.6(c)(i). Nothing in this Section shall authorize any Borrower Party to incur any Funded Debt except as expressly permitted by this Agreement or to issue any Equity Interests except to the extent not prohibited by this Agreement.

(ii) One hundred percent (100%) of the Net Cash Proceeds from the sale (other than the sale of Inventory in the ordinary course of business and other asset dispositions in a aggregate amount not to exceed $1,000,000 per fiscal year), transfer, assignment or other disposition, or casualty or condemnation loss of any Collateral or other assets of any Borrower Party shall be paid within one (1) Business Day of receipt thereof by the Borrower Parties as a mandatory payment of the Obligations. So long as no Event of Default exists, all such Net Cash Proceeds (other than Net Cash Proceeds from the sale of Inventory in the ordinary course of business or other asset dispositions in an aggregate amount not to exceed $1,000,000 per fiscal year) shall be applied first to repay outstanding Agent Advances, second to repay outstanding Swing Loans, third to repay outstanding Revolving Loans, and fourth, if an Event of Default has occurred and is continuing, to fund the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding. So long as no Event of Default exists, all such other Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(a). Notwithstanding the foregoing, if an Event of Default exists, all such Net Cash Proceeds shall be applied in the manner set forth in Section 2.11(b). The Revolving Loan Commitment shall not be

permanently reduced by the amount of any payment of the Agent Advances, Swing Loans or Revolving Loans due under this Section 2.6(c)(ii).

(d) The Other Obligations. In addition to the foregoing, the Borrowers hereby promise to pay all Obligations (other than Obligations in respect of Bank Products), including, without limitation, the principal amount of the Loans, amounts drawn under Letters of Credit and interest and fees on the foregoing, as the same become due and payable hereunder and, in any event, on the Maturity Date.

Section 2.7 Notes; Loan Accounts.

(a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and, upon request by any Lender, the Loans owed to such Lender shall be evidenced by Revolving Loan Notes. A Revolving Loan Note shall be payable to the order of each Lender requesting such a Note in accordance with the Revolving Commitment Ratio of such Lender. Each such Note shall be issued by the Borrowers to the applicable Lender and shall be duly executed and delivered by an Authorized Signatory of each Borrower.

(b) The Administrative Agent shall open and maintain on its books in the name of the Borrowers a loan account with respect to the Loans and interest thereon (the “Loan Account”). The Administrative Agent shall debit such Loan Account for the principal amount of each Advance made by it on behalf of the Lenders, accrued interest thereon, and all other amounts which shall become due from the Borrowers pursuant to this Agreement and shall credit the Loan Account for each payment which the Borrowers shall make in respect to the Obligations. The records of the Administrative Agent with respect to such Loan Account shall be conclusive evidence of the Loans and accrued interest thereon, absent manifest error.

Section 2.8 Manner of Payment.

(a) When Payments Due.

(i) Each payment (including any prepayment) by the Borrowers on account of the principal of or interest on the Loans, fees, and any other amount owed to any member of the Lender Group under this Agreement or the other Loan Documents shall be made not later than 12:00 noon (Atlanta, Georgia time) on the date specified for payment under this Agreement or any other Loan Document to the Administrative Agent at the Administrative Agent’s Office, for the account of the Lenders, the Issuing Bank or the Administrative Agent, as the case may be, in Dollars in immediately available funds. Any payment received by the Administrative Agent after 12:00 noon (Atlanta, Georgia time) shall be deemed received on the next Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Lender. In the case of a payment for the account of the Issuing Bank, the Administrative Agent will

promptly thereafter distribute the amount so received in like funds to the Issuing Bank. If the Administrative Agent shall not have received any payment from the Borrowers as and when due, the Administrative Agent will promptly notify the Lenders accordingly.

(ii) Except as provided in the definition of Eurodollar Advance Period, if any payment under this Agreement or any other Loan Document shall be specified to be made on a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.

(b) No Deduction.

(i) Any and all payments of principal and interest, or of any fees or indemnity or expense reimbursements by the Borrowers hereunder or under any other Loan Documents (the “Borrower Payments”) shall be made without setoff or counterclaim and free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings with respect to such Borrower Payments and all interest, penalties or similar liabilities with respect thereto, excluding taxes imposed on the net income of any member of the Lender Group by the jurisdiction under the laws of which such member of the Lender Group is organized or conducts business or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges or withholdings and liabilities collectively or individually “Taxes”). If any Borrower shall be required to deduct any Taxes from or in respect of any sum payable to any member of the Lender Group hereunder or under any other Loan Document, (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8(b)(i)) such member of the Lender Group shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

(ii) In addition, the Borrowers shall pay to the relevant Governmental Authority in accordance with Applicable Law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (such taxes being “Other Taxes”).

(iii) The Borrowers shall indemnify the members of the Lender Group for the full amount of Taxes and Other Taxes with respect to Borrower Payments paid by such Person, and any liability (including penalties, interest and expenses (including reasonable attorney’s fees and expenses)) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate setting forth and containing an

explanation in reasonable detail of the manner in which such amount shall have been determined and the amount of such payment or liability prepared by a member of the Lender Group or the Administrative Agent on its behalf, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within thirty (30) days after the date the Administrative Agent or such member, as the case may be, makes written demand therefor. If any Taxes or Other Taxes for which the Administrative Agent or any member of the Lender Group has received indemnification from the Borrowers hereunder shall be finally determined to have been incorrectly or illegally asserted and are refunded to the Administrative Agent or such member, the Administrative Agent or such member, as the case may be, shall promptly forward to the Borrowers any such refunded amount (after deduction of any Tax or Other Tax paid or payable by any member of the Lender Group as a result of such refund), not exceeding the increased amount paid by the Borrowers pursuant to this Section 2.8(b).

(iv) As soon as practicable after the date of any payment of Taxes or Other Taxes by the Borrowers to the relevant Governmental Authority, the Administrative Borrower will deliver to the Administrative Agent, at its address, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof.

(v) On or prior to the Agreement Date (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance, on or prior to the effective date of such Assignment and Acceptance), each Lender which is organized in a jurisdiction other than the United States or a political subdivision thereof (a “Foreign Lender”) shall provide each of the Administrative Agent and the Administrative Borrower with either (A) two (2) properly executed originals of Form W-8ECI or Form W-8BEN (or any successor forms) prescribed by the Internal Revenue Service or other documents satisfactory to the Administrative Borrower and the Administrative Agent, as the case may be, certifying (1) as to such Foreign Lender’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Foreign Lender hereunder and under any other Loan Documents or Bank Products Documents or (2) that all payments to be made to such Foreign Lender hereunder and under any other Loan Documents and Bank Products Documents are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (B)(1) a certificate executed by such Lender certifying that such Lender is not a “bank” and that such Lender qualifies for the portfolio interest exemption under Section 881(c) of the Code, and (2) two (2) properly executed originals of Internal Revenue Service Form W-8BEN (or any successor form), in each case, certifying such Lender’s entitlement to an exemption from United States withholding tax with respect to payments of interest to be made hereunder or under any other Loan Documents or Bank Products Documents. Each such Foreign Lender agrees to provide the Administrative Agent and the Administrative Borrower with new forms prescribed by the Internal Revenue Service upon the expiration or obsolescence of any previously delivered form, or after the

occurrence of any event requiring a change in the most recent forms delivered by it to the Administrative Agent and the Administrative Borrower.

(vi) The Borrowers shall not be required to indemnify any Foreign Lender, or to pay any additional amounts to such Foreign Lender pursuant to Section 2.8(b)(i) or (b)(iii) to the extent that (A) the obligation to withhold amounts with respect to United States Federal, state or local withholding tax existed on the date such Foreign Lender became a party to this Agreement (or, in the case of a transferee, on the effective date of the Assignment and Acceptance pursuant to which such transferee became a Lender) or, with respect to payments to a new lending office, the date such Foreign Lender designated such new lending office; provided, however, that this clause (A) shall not apply to any Foreign Lender that became a Lender or new lending office that became a new lending office as a result of an assignment or designation made at the request of the Administrative Borrower; and provided further, however, that this clause (A) shall not apply to the extent the indemnity payment or additional amounts, if any, that any member of the Lender Group through a new lending office would be entitled to receive (without regard to this clause (A)) do not exceed the indemnity payment or additional amounts that the Person making the assignment or transfer to such member of the Lender Group making the designation of such new lending office would have been entitled to receive in the absence of such assignment, transfer or designation or (B) the obligation to pay such additional amounts or such indemnity payments would not have arisen but for a failure by such member of the Lender Group to comply with the provisions of Section 2.8(b)(v).

(vii) Nothing contained in this Section 2.8(b) shall require any member of the Lender Group to make available to the Borrowers any of its tax returns (or any other information) that it deems confidential or proprietary.

Section 2.9 Reimbursement. Whenever any Lender shall sustain or incur any Funding Losses (including losses of anticipated profits) or reasonable out-of-pocket expenses in connection with (a) failure by the Borrowers to borrow or continue any Eurodollar Advance, or convert any Advance to a Eurodollar Advance, in each case, after having given notice of their intention to do so in accordance with Section 2.2 (whether by reason of the election of the Borrowers not to proceed or the non-fulfillment of any of the conditions set forth in this Agreement), or (b) prepayment of any Eurodollar Advance in whole or in part for any reason or (c) failure by the Borrowers to prepay any Eurodollar Advance after giving notice of its intention to prepay such Advance, the Borrowers agree to pay to such Lender, promptly upon such Lender’s demand therefor, an amount sufficient to compensate such Lender for all such Funding Losses and reasonable out-of-pocket expenses. Such Lender’s good faith determination of the amount of such Funding Losses and reasonable out-of-pocket expenses, absent manifest error, shall be binding and conclusive. Losses subject to reimbursement hereunder shall include, without limitation, expenses incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, repaid, not borrowed,

or paid, as the case may be, and any lost profit of such Lender or any participant of such Lender over the remainder of the Eurodollar Advance Period for such prepaid Advance. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant Eurodollar Advance through the purchase of a deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Eurodollar Advance and having a maturity and repricing characteristics comparable to the relevant Eurodollar Advance Period; provided, however, that each Lender may fund each of its Eurodollar Advances in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section.

Section 2.10 Pro Rata Treatment.

(a) Advances. Each Advance with respect to the Revolving Loans from the Lenders under this Agreement shall be made pro rata on the basis of their respective Revolving Commitment Ratios.

(b) Payments. Each payment and prepayment of the principal of the Revolving Loans and each payment of interest on the Revolving Loans received from the Borrowers shall be made by the Administrative Agent to the Lenders pro rata on the basis of their respective unpaid principal amounts thereof outstanding immediately prior to such payment or prepayment (except in cases when a Lender’s right to receive payments is restricted pursuant to Section 2.2(e)). If any Lender shall obtain any payment (whether involuntary, through the exercise of any right of set-off or otherwise) on account of the Loans in excess of its ratable share of Loans under its Aggregate Commitment Ratio (or in violation of any restriction set forth in Section 2.2(e)), such Lender shall forthwith purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery without interest thereon unless the Lender obligated to repay such amount is required to pay interest. The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation.

Section 2.11 Application of Payments.

(a) Payments Prior to Event of Default. Prior to the occurrence and continuance of an Event of Default, all amounts received by the Administrative Agent from the Borrowers (other than payments specifically earmarked for application to certain principal, interest, fees or expenses hereunder or payments made pursuant to Section 2.6(c) (which shall be applied as earmarked or, with respect to payments under

Section 2.6(c), as set forth in Section 2.6(c))), shall be distributed by the Administrative Agent in the following order of priority:

FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred by the Administrative Agent in connection with the enforcement of the rights of the Lender Group under the Loan Documents and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents and interest accrued thereon;

SECOND, pro rata, to the payment of any fees then due and payable to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Documents;

THIRD, pro rata, to the payment of all Obligations consisting of accrued fees and interest then due and payable to the Lenders hereunder;

FOURTH, to the payment of principal then due and payable on the Swing Loans;

FIFTH, to the payment of principal then due and payable on the Revolving Loans;

SIXTH, to the payment of the Obligations arising in respect of Bank Products then due and payable; and

SEVENTH, to the payment of all other Obligations not otherwise referred to in this Section 2.11(a) then due and payable.

(b) Payments Subsequent to Event of Default. Notwithstanding anything in this Agreement or any other Loan Document which may be construed to the contrary, subsequent to the occurrence and during the continuance of an Event of Default, payments and prepayments with respect to the Obligations made to the Lender Group, or any of them, or otherwise received by any member of the Lender Group (from realization on Collateral or otherwise) shall be distributed in the following order of priority (subject, as applicable, to Section 2.10):

FIRST, pro rata, to the payment of (i) out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent incurred in connection with the enforcement of the rights of the Lender Group under the Loan Documents, and (ii) any Agent Advances made by the Administrative Agent under or pursuant to the terms of the Loan Documents (including any costs incurred in connection with the sale or disposition of any Collateral);

SECOND, pro rata, to payment of any fees owed to the Administrative Agent, the Issuing Bank or the Swing Bank hereunder or under any other Loan Document;

THIRD, to the payment of out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders incurred in connection with the enforcement of their respective rights under the Loan Documents;

FOURTH, to the payment of all obligations consisting of accrued fees and interest payable to the Lenders hereunder;

FIFTH, to the payment of the principal of the Swing Loans then outstanding;

SIXTH, pro rata, to (i) the payment of principal on the Revolving Loans then outstanding, and (ii) the Letter of Credit Reserve Account to the extent of one hundred five percent (105%) of any Letter of Credit Obligations then outstanding;

SEVENTH, to the payment of any Obligation arising in respect of the Bank Products;

EIGHTH, to any other Obligations not otherwise referred to in this Section 2.11(b); and

NINTH, upon satisfaction in full of all Obligations, to the Borrowers or as otherwise required by law.

Section 2.12 Use of Proceeds. The proceeds of the Loans shall be used by the Borrowers to refinance existing Funded Debt, to fund transaction costs, to fund future acquisitions permitted hereunder, to provide for working capital and for the Borrowers’ general corporate purposes.

Section 2.13 All Obligations to Constitute One Obligation. All Obligations shall constitute one general obligation of the Borrowers and shall be secured by the Administrative Agent’s security interest (on behalf of, and for the benefit of, the Lender Group) and Lien upon all of the Collateral, and by all other security interests and Liens heretofore, now or at any time hereafter granted by any Borrower Party to the Administrative Agent or any other member of the Lender Group, to the extent provided in the Security Documents under which such Liens arise.

Section 2.14 Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing

fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Section 2.15 Letters of Credit.

(a) Subject to the terms and conditions of this Agreement, the Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the Lenders set forth in Section 2.15(c) below, hereby agrees to issue (or arrange with a Foreign Issuer for the issuance of) one or more Letters of Credit up to an aggregate face amount equal to the Letter of Credit Commitment; provided, however, that, except as described in the last sentence of Section 4.4, the Issuing Bank shall not issue (or arrange with a Foreign Issuer for the issuance of) any Letter of Credit unless the conditions precedent to the issuance thereof set forth in Section 4.4 have been satisfied. Each Letter of Credit shall (i) be denominated in Dollars, and (ii) expire no later than the earlier to occur of (A) the date thirty (30) days prior to the Maturity Date, and (B) three hundred sixty (360) days after its date of issuance (but may contain provisions for automatic renewal provided that no Default exists on the renewal date or would be caused by such renewal and provided no such renewal shall extend beyond the date thirty (30) days prior to the Maturity Date). Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of Georgia. The Issuing Bank shall not at any time be obligated to issue, or cause to be issued, any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank to exceed any limits imposed by, any Applicable Law.

(b) The Administrative Borrower may from time to time request that the Issuing Bank issue (or arrange with a Foreign Issuer for the issuance of) a Letter of Credit. The Administrative Borrower shall execute and deliver to the Administrative Agent and the Issuing Bank a Request for Issuance of Letter of Credit for each Letter of Credit to be issued by the Issuing Bank, not later than 11:00 a.m. (Atlanta, Georgia time) on the third (3rd) Business Day preceding the date on which the requested Letter of Credit is to be issued, or such shorter notice as may be acceptable to the Issuing Bank and the Administrative Agent. Upon receipt of any such Request for Issuance of Letter of Credit, subject to satisfaction of all conditions precedent thereto as set forth in Section 4.4 or waiver of such conditions pursuant to the last sentence of Section 4.4, the Issuing Bank shall process such Request for Issuance of Letter of Credit and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or arrange with a Foreign Issuer for the issuance of) the Letter of Credit requested thereby. The Issuing Bank shall furnish a copy of such Letter of Credit to the Administrative Borrower and the Administrative Agent following the issuance thereof. In addition to the fees payable pursuant to Section 2.4(c)(ii), the Borrowers shall pay or reimburse the Issuing Bank for normal and customary costs and expenses incurred by the Issuing Bank in issuing, effecting payment under, amending or otherwise administering the Letters of Credit.

(c) Immediately upon the issuance by the Issuing Bank of a Letter of Credit and in accordance with the terms and conditions of this Agreement, the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Revolving Commitment Ratio, in such Letter of Credit and the obligations of the Borrowers with respect thereto (including, without limitation, all Letter of Credit Obligations with respect thereto). The Issuing Bank shall promptly notify the Administrative Agent of any draw under a Letter of Credit. At such time as the Administrative Agent shall be notified by the Issuing Bank that the beneficiary under any Letter of Credit has drawn on the same, the Administrative Agent shall promptly notify the Administrative Borrower and the Swing Bank (or, at its option, all Lenders), by telephone or telecopy, of the amount of the draw and, in the case of each Lender, such Lender’s portion of such draw amount as calculated in accordance with its Revolving Commitment Ratio.

(d) The Borrowers hereby agree to immediately reimburse the Issuing Bank for amounts paid by the Issuing Bank in respect of draws under each Letter of Credit. In order to facilitate such repayment, the Borrowers hereby irrevocably request the Lenders, and the Lenders hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 with respect to the amounts of, the timing of requests for, and the repayment of Advances hereunder and in Article 4 with respect to conditions precedent to Advances hereunder), with respect to any drawing under a Letter of Credit, to make a Base Rate Advance on each day on which a draw is made under any

Letter of Credit and in the amount of such draw, and to pay the proceeds of such Advance directly to the Issuing Bank to reimburse the Issuing Bank for the amount paid by it upon such draw. Each Lender shall pay its share of such Base Rate Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) and its Revolving Commitment Ratio, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default exists or would be caused thereby. The disbursement of funds in connection with a draw under a Letter of Credit pursuant to this Section shall be subject to the terms and conditions of Section 2.2(e). The obligation of each Lender to make payments to the Administrative Agent, for the account of the Issuing Bank, in accordance with this Section 2.15 shall be absolute and unconditional and no Lender shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason (other than the gross negligence or willful misconduct of the Issuing Bank in paying such Letter of Credit, as determined by a final non-appealable judgment of a court of competent jurisdiction). The Administrative Agent shall promptly remit to the Issuing Bank the amounts so received from the other Lenders. Any overdue amounts payable by the Lenders to the Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Business Days, at the Federal Funds Rate, and (y) thereafter, at the Base Rate. Notwithstanding the foregoing, at the request of the Administrative Agent, the Swing Bank may, at its option and subject to the conditions set forth in Section 2.2(g) other than the condition that the applicable conditions precedent set forth in Article 4 be satisfied, make Swing Loans to reimburse the Issuing Bank for amounts drawn under Letters of Credit.

(e) The Borrowers agree that each Advance by the Lenders to reimburse the Issuing Bank for draws under any Letter of Credit, shall, for all purposes hereunder, unless and until converted into a Eurodollar Advance pursuant to Section 2.2(b)(ii), be deemed to be a Base Rate Advance under the Revolving Loan Commitment and shall be payable and bear interest in accordance with all other Base Rate Advances of Revolving Loans.

(f) The Borrowers agree that any action taken or omitted to be taken by the Issuing Bank in connection with any Letter of Credit, except for such actions or omissions as shall constitute gross negligence or willful misconduct on the part of such Issuing Bank as determined by a final non-appealable judgment of a court of competent jurisdiction, shall be binding on the Borrowers as between the Borrowers and the Issuing Bank, and shall not result in any liability of the Issuing Bank to the Borrowers. The obligation of the Borrowers to reimburse the Issuing Bank for a drawing under any Letter of Credit or the Lenders for Advances made by them to the Issuing Bank on account of draws made under the Letters of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances whatsoever (except if arising from the gross negligence or willful misconduct on the part of such Issuing Bank as determined by a final non-appealable

judgment of a court of competent jurisdiction), including, without limitation, the following circumstances:

(i) Any lack of validity or enforceability of any Loan Document;

(ii) Any amendment or waiver of or consent to any departure from any or all of the Loan Documents;

(iii) Any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith;

(iv) The existence of any claim, set-off, defense or any right which any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or Persons for whom any such beneficiary or any such transferee may be acting), any Lender or any other Person, whether in connection with any Letter of Credit, any transaction contemplated by any Letter of Credit, this Agreement, or any other Loan Document, or any unrelated transaction;

(v) Any statement or any other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(vi) The insolvency of any Person issuing any documents in connection with any Letter of Credit;

(vii) Any breach of any agreement between any Borrower and any beneficiary or transferee of any Letter of Credit;

(viii) Any irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or any transferee of such Letter of Credit;

(ix) Any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code;

(x) Any act, error, neglect or default, omission, insolvency or failure of business of any of the correspondents of the Issuing Bank;

(xi) Any other circumstances arising from causes beyond the control of the Issuing Bank;

(xii) Payment by the Issuing Bank under any Letter of Credit against presentation of a sight draft or a certificate which does not comply with the terms of such Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct of the Issuing Bank as determined by a final non-appealable judgment of a court of competent jurisdiction; and

(xiii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(g) The Borrowers will indemnify and hold harmless each Indemnified Person from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against such Indemnified Person in any way relating to or arising out of the issuance of a Letter of Credit, except that the Borrowers shall not be liable to an Indemnified Person for any portion of such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Indemnified Person as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 2.15(g) shall survive termination of this Agreement.

(h) Each Lender shall be responsible (to the extent the Borrowers are obligated to reimburse the Issuing Bank under the Loan Documents and the Issuing Bank is not reimbursed by the Borrowers) for its pro rata share (based on such Lender’s Revolving Commitment Ratio) of any and all reasonable out-of-pocket costs, expenses (including reasonable legal fees) and disbursements which may be incurred or made by the Issuing Bank in connection with the collection of any amounts due under, the administration of, or the presentation or enforcement of any rights conferred by any Letter of Credit, any Borrower’s or any Guarantor’s obligations to reimburse draws thereunder or otherwise. In the event the Borrowers shall fail to pay such expenses of the Issuing Bank within fifteen (15) days of demand for payment by the Issuing Bank, each Lender shall thereupon pay to the Issuing Bank its pro rata share (based on such Lender’s Revolving Commitment Ratio) of such expenses within ten (10) days from the date of the Issuing Bank’s notice to the Lenders of the Borrowers’ failure to pay; provided, however, that if the Borrowers shall thereafter pay such expenses, the Issuing Bank will repay to each Lender the amounts received from such Lender hereunder.

(i) Unless otherwise expressly agreed by the Issuing Bank and the Borrowers when a Letter of Credit is issued and subject to Applicable Laws, (i) each Standby Letter of Credit shall be governed by the “International Standby Practices 1998” (ISP98) (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit may be issued) and (ii) each Commercial Letter of Credit shall be governed by the Uniform Customs and (iii) in both

cases, to the extent not inconsistent therewith, the governing law of this Agreement set forth in Section 11.7.

Section 2.16 Bank Products. Any Borrower Party may request and any Lender may, in its sole and absolute discretion, arrange for such Borrower Party to obtain from such Lender or any Affiliate of such Lender, Bank Products although no Borrower Party is required to do so. If any Bank Products are provided by an Affiliate of any Lender, the Borrower Parties agree to indemnify and hold the Lender Group, or any of them, harmless from any and all costs and obligations now or hereafter incurred by the Lender Group, or any of them, which arise from any indemnity given by such Lender to any of its Affiliates, as applicable, related to such Bank Products; provided, however, nothing contained herein is intended to limit the Borrower Parties’ rights, with respect to such Lender or any of its Affiliates, as applicable, if any, which arise as a result of the execution of documents by and between the Borrower Parties and such Person which relate to any Bank Products. The agreement contained in this Section shall survive termination of this Agreement. The Borrower Parties acknowledge and agree that the obtaining of Bank Products from any Lender or its Affiliates (a) is in the sole and absolute discretion of such Lender or such Affiliates, and (b) is subject to all rules and regulations of such Lender or such Affiliates.

Section 2.17 Additional Increase of Commitments; Additional Lenders.

(a) Increase of the Revolving Loan Commitment.

(i) So long as no Event of Default has occurred and is continuing, Parent, on behalf of Borrowers, may request the right to effectuate increases in the Revolving Loan Commitment (any such increase, a “Commitment Increase”), by an aggregate additional amount of up to $45,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), during the term of this Agreement by delivering a Notice of Requested Commitment Increase to the Administrative Agent substantially in the form of Exhibit I (a “Notice of Requested Commitment Increase”), provided that, in each case: (A) each Commitment Increase shall be in minimum increments of $15,000,000; (B) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld), each Lender (if any) who is increasing its portion of the Revolving Loan Commitment and any other bank or financial institution acceptable to the Borrowers and the Administrative Agent that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (a “New Lender”); and (C) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap. Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and (2) the requested date of the proposed Commitment Increase (which shall be at least thirty (30) days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all Borrowers. Upon the effective

date of any Commitment Increase, Parent shall deliver to the Administrative Agent a certificate of the chief financial officer of Parent certifying that no Default or Event of Default then exists or would be caused thereby. No Commitment Increase shall be effective until the Administrative Agent shall have received amendments to this Agreement and the other Loan Documents, commitments of Lenders or New Lenders in an aggregate amount equal to such Commitment Increase, Lender Agreements for each Lender or New Lender committing to such Commitment Increase, any upfront fees to be paid to the Lenders committing to such Commitment Increase, and, if requested, opinion letters, Revolving Loan Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its Permitted Discretion evidencing and setting forth the conditions of such Commitment Increase.

(ii) If the Administrative Agent approves a proposed Commitment Increase, the Administrative Agent shall deliver a copy of the Notice of Requested Commitment Increase relating thereto to each Lender. No Lender (or any successor thereto) shall have any obligation to increase its portion of the Revolving Loan Commitment or its other obligations under this Agreement or the other Loan Documents, and any decision by a Lender to increase its portion of the Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender. If the Administrative Agent receives commitments from the Lenders or the New Lenders in excess of the amount of the proposed Commitment Increase, the Administrative Agent shall have the right, in its sole discretion, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or New Lender in its notice to the Administrative Agent) the shares of such Commitment Increase of the Lenders or New Lenders willing to fund the proposed Commitment Increase so that the total committed shares of the proposed Commitment Increase equals the proposed Commitment Increase. The Administrative Agent shall notify each Lender or New Lender, as the case may be, whether its proposed share of the proposed Commitment Increase has been accepted and, if so, the amount of its share of such Commitment Increase, and such Lender shall thereafter execute and deliver a Lender Agreement with respect to its respective share of such Commitment Increase.

(iii) Notwithstanding anything to the contrary contained herein, each Commitment Increase meeting the conditions set forth in Section 2.17(a)(i) shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their portions of the Revolving Loan Commitment in connection with such Commitment Increase and shall not constitute an amendment, modification or waiver that is subject to Section 11.12 and shall be effective as of the later of (a) the date specified in the applicable Notice of Requested Commitment Increase and (b) the date upon which the foregoing conditions shall have been satisfied or waived by the Administrative Agent and the Lenders which have agreed to increase their portions of the Revolving Loan Commitment, or by the requisite Lenders in accordance with Section 11.12 in the case of a waiver of an Event of Default, as applicable.

(b) Effect of Commitment Increase. After giving effect to any Commitment Increase, the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Loan Commitment. In order to remedy the foregoing, on the effective date of each Commitment Increase, the Lenders (including any New Lenders) shall reallocate the Revolving Loans owed to them among themselves so that, after giving effect thereto, the Revolving Loans will be held by the Lenders (including any New Lenders) on a pro rata basis in accordance with their respective Revolving Commitment Ratios (after giving effect to such Commitment Increase). Each Lender agrees to wire immediately available funds to the Administrative Agent in accordance with this Agreement as may be required by the Administrative Agent in connection with the foregoing. Notwithstanding the provisions of Section 11.5, the reallocations so made by each Lender whose Revolving Commitment Ratio has increased shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders whose Revolving Commitment Ratio have decreased and shall not be considered an assignment for purposes of Section 11.5

ARTICLE 3.

GUARANTY

Section 3.1 Guaranty.

(a) Each Guarantor hereby guarantees to the Administrative Agent, for the benefit of the Lender Group, the full and prompt payment of the Obligations, including, without limitation, any interest therein (including, without limitation, interest as provided in this Agreement, accruing after the filing of a petition initiating any Insolvency Proceedings, whether or not such interest accrues or is recoverable against the Borrowers after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), plus reasonable attorneys’ fees and expenses if the obligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom.

(b) Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Lender Group, or any of them, for or in respect of the Obligations or any part thereof, and regardless of whether or not any Person now or hereafter responsible to the Lender Group, or any of them, for the Obligations or any part thereof, whether under this Guaranty or otherwise, shall cease to be so liable, each Guarantor hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing guaranty and shall be operative and binding until the Obligations shall have been indefeasibly paid in full in cash (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations) and the Revolving Loan Commitment shall have been terminated.

(c) Each Guarantor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment in cash in full, to the extent of its obligations hereunder, or a defense that such Guarantor’s liability is limited as provided in Section 3.1(g)), set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations of the Guarantors under this Guaranty or the obligations of any other Person or party (including, without limitation, the Borrowers) relating to this Guaranty or the obligations of any of the Guarantors under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by the Administrative Agent or any other member of the Lender Group to collect the Obligations or any portion thereof, or to enforce the obligations of any of the Guarantors under this Guaranty.

(d) The Lender Group, or any of them, may from time to time, without exonerating or releasing any Guarantor in any way under this Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper, or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Lender Group, or any of them, or (iii) amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their sole discretion. Without limiting the generality of the foregoing, or of Section 3.1(e), it is understood that the Lender Group, or any of them, may, without exonerating or releasing any Guarantor, give up, modify or abstain from perfecting or taking advantage of any security for the Obligations and accept or make any compositions or arrangements, and realize upon any security for the Obligations when, and in such manner, and with or without notice, all as such Person may deem expedient.

(e) Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors and the Lender Group that the covenants, agreements and all liabilities and obligations of each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, and without possibility of recourse, whether by operation of law or otherwise, such Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Lender Group, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Lender Group, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings

between the Borrowers, on the one hand, and any member of the Lender Group, on the other hand, or any other guarantor or surety, and such Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

(f) The Lender Group, or any of them, may, without demand or notice of any kind upon or to any Guarantor, at any time or from time to time when any amount shall be due and payable hereunder by any Guarantor following and during the continuance of an Event of Default, if the Borrowers shall not have timely paid any of the Obligations (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations), set-off and appropriate and apply to any portion of the Obligations hereby guaranteed, and in such order of application as the Administrative Agent may from time to time elect in accordance with this Agreement, any deposits, property, balances, credit accounts or moneys of any Guarantor in the possession of any member of the Lender Group or under their respective control for any purpose. If and to the extent that any Guarantor makes any payment to the Administrative Agent or any other Person pursuant to or in respect of this Guaranty, any claim which such Guarantor may have against any Borrower by reason thereof shall be subject and subordinate to the prior payment in full of the Obligations to the satisfaction of the Lender Group.

(g) The creation or existence from time to time of Obligations in excess of the amount committed to or outstanding on the date of this Guaranty is hereby authorized, without notice to any Guarantor, and shall in no way impair or affect this Guaranty or the rights of the Lender Group herein. It is the intention of each Guarantor and the Administrative Agent that each Guarantor’s obligations hereunder shall be, but not in excess of, the Maximum Guaranteed Amount (as herein defined). The “Maximum Guaranteed Amount” with respect to any Guarantor, shall mean the maximum amount which could be paid by such Guarantor without rendering this Guaranty void or voidable as would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to the insolvency of debtors.

(h) Upon the bankruptcy or winding up or other distribution of assets of any Borrower, or of any surety or guarantor (other than the applicable Guarantor) for any Obligations of the Borrowers to the Lender Group, or any of them, the rights of the Administrative Agent against any Guarantor shall not be affected or impaired by the omission of any member of the Lender Group to prove its claim, or to prove the full claim, as appropriate, against the Borrowers, or any such other guarantor or surety, and the Administrative Agent may prove such claims as it sees fit and may refrain from proving any claim and in its discretion may value as it sees fit or refrain from valuing any

security held by it without in any way releasing, reducing or otherwise affecting the liability to the Lender Group of each of the Guarantors.

(i) Each Guarantor hereby absolutely, unconditionally and irrevocably expressly waives, except to the extent such waiver would be expressly prohibited by Applicable Law, the following: (i) notice of acceptance of this Guaranty, (ii) notice of the existence or creation of all or any of the Obligations, (iii) presentment, demand, notice of dishonor, protest and all other notices whatsoever (other than notices expressly required hereunder or under any other Loan Document to which any Guarantor is a party), (iv) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing, (v) all rights to enforce any remedy which the Lender Group, or any of them, may have against any Borrower, (vi) until the Obligations shall have been paid in full in cash (or in the case of a Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations), all rights of subrogation, indemnification, contribution and reimbursement from any Borrower for amounts paid hereunder and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Lender Group, or any of them, in respect of the Obligations, and (vii) any and all rights under Official Code of Georgia Sections 10-7-23 and 10-7-24. If a claim is ever made upon any member of the Lender Group for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (A) any judgment, decree or order of any court or administrative body having jurisdiction over such Person or any of its property, or (B) any settlement or compromise of any such claim effected by such Person with any such claimant, including any Borrower, then in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and such Guarantor shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.

(j) This Guaranty is a continuing guaranty of the Obligations and all liabilities to which it applies or may apply under the terms hereof and shall be conclusively presumed to have been created in reliance hereon. No failure or delay by any member of the Lender Group in the exercise of any right, power, privilege or remedy shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy and no course of dealing between any Guarantor and any member of the Lender Group shall operate as a waiver thereof. No action by any member of the Lender Group permitted hereunder shall in any way impair or affect this Guaranty. For the purpose of this Guaranty, the Obligations shall include, without limitation, all Obligations of the Borrowers to the Lender Group, notwithstanding any right or power of any third party, individually or in the name of any Borrower and the Lender Group, or any of them, to assert any claim or defense as to the invalidity or unenforceability of any such Obligation, and no such claim or defense shall impair or affect the obligations of any Guarantor hereunder.

(k) This is a guaranty of payment and not of collection. In the event the Administrative Agent makes a demand upon any Guarantor in accordance with the terms of this Guaranty, such Guarantor shall be held and bound to the Administrative Agent directly as debtor in respect of the payment of the amounts hereby guaranteed. All costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred by the Administrative Agent in obtaining performance of or collecting payments due under this Guaranty shall be deemed part of the Obligations guaranteed hereby.

(l) Each Subsidiary Guarantor is a direct or indirect wholly owned Domestic Subsidiary of a Borrower. Each Guarantor expressly represents and acknowledges that any financial accommodations by the Lender Group to the Borrowers, including, without limitation, the extension of credit, are and will be of direct interest, benefit and advantage to such Guarantor.

(m) Each Guarantor shall be entitled to subrogation and contribution rights from and against the Borrowers to the extent any Guarantor is required to pay to any member of the Lender Group any amount in excess of the Loans advanced directly to, or other Obligations incurred directly by, such Guarantor or as otherwise available under Applicable Law; provided, however, that such subrogation and contribution rights are and shall be subject to the terms and conditions of this Section 3.1 and Section 13.5. The payment obligation of a Guarantor to any other Guarantor under any Applicable Law regarding contribution rights among co-obligors or otherwise shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Guaranty, and such Guarantor shall not exercise any right or remedy with respect to such rights until payment and satisfaction in full of all such obligations.

Section 3.2 Special Provisions Applicable to Subsidiary Guarantors.

(a) Pursuant to Section 6.20 of this Agreement, any new Domestic Subsidiary of any Borrower is required to enter into this Agreement by executing and delivering to the Administrative Agent a Guaranty Supplement. Upon the execution and delivery of a Guaranty Supplement by such new Domestic Subsidiary, such Domestic Subsidiary shall become a Guarantor and Borrower Party hereunder with the same force and effect as if originally named as a Guarantor or Borrower Party herein. The execution and delivery of any Guaranty Supplement (or any other supplement to any Loan Document delivered in connection therewith) adding an additional Guarantor as a party to this Agreement or any other Applicable Loan Document shall not require the consent of any other party hereto. The rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor hereunder.

ARTICLE 4.

CONDITIONS PRECEDENT

Section 4.1 Conditions Precedent to Closing. The obligations of the Lenders to undertake the Revolving Loan Commitments and to make any initial Advance hereunder, and the obligation of the Issuing Bank to issue (or arrange for the issuance of) any initial Letter of Credit hereunder, are subject to the prior fulfillment of each of the following conditions:

(a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:

(i) This duly executed Agreement;

(ii) A duly executed Revolving Loan Note to the order of each Lender requesting a promissory note in the amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment;

(iii) The Security Agreement duly executed by the Borrower Parties, together with Uniform Commercial Code financing statements related thereto;

(iv) The Fee Letter duly executed by the Borrowers;

(v) The legal opinion of in-house counsel of Parent, addressed to the Lender Group;

(vi) The legal opinion of Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A, Florida counsel to the Borrower Parties, addressed to the Lender Group;

(vii) A loan certificate signed by an Authorized Signatory of each Borrower Party, including a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of Certificate of Incorporation or Formation of such Borrower Party certified to be true, complete and correct by the Secretary of State of the State of such Borrower Party’s incorporation or formation, (B) a true, complete and correct copy of the By-Laws of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and the Bank Products Documents and authorizing the borrowings or guaranty, as applicable, hereunder, (D) certificates of active status or good standing from the jurisdiction where such Borrower Party was organized or incorporated, (E) copies of employment contracts for key management level employees of such Borrower Party, and

(F) copies of all agreements among the shareholders of such Borrower Party to which such Borrower Party is a party and plans and agreements (other than agreements entered into pursuant to or in connection with a disclosed plan) providing for the grant, issuance or sale of Equity Interests of such Borrower Party;

(viii) Parent and its Subsidiaries (a) projected financial statements for the remainder of fiscal year 2008 and 2009, including its income statement, balance sheet, statement of cash flows and availability forecast, on a quarter by quarter basis, and (b) projected financial statements, including income statement, balance sheet and statement of cash flows, for fiscal year 2010 on an annual basis;

(ix) Certificates of insurance and loss payable endorsements with respect to the Borrower Parties and certified copies of all insurance policies of the Borrower Parties, in each case, meeting the requirements of Section 6.5;

(x) Pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens), including, without limitation, all tax liens, against the assets of the Borrower Parties;

(xi) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices;

(xii) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens);

(xiii) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent;

(xiv) (A) An affidavit by an Authorized Signatory of each Borrower Party that the Loan Documents executed by such Borrower Party have been executed and delivered outside of the State of Florida or (B) evidence that all applicable stamp tax or other tax related to the Loan Documents have been paid; and

(xv) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested.

(b) The Lender Group shall have received evidence satisfactory to them that no change in the business assets, management, operations, financial condition or prospects of the Borrower Parties shall have occurred since August 2, 2008, which change has had or would be reasonably expected to have a Materially Adverse Effect,

and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating.

(c) The Lender Group shall have received the financial statements described in Section 5.1(k), each in form and substance to the members of the Lender Group.

(d) The Lender Group shall have received evidence satisfactory to them that all Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal or cancellation, that no other consents or approvals are required and that no Default exists, after giving effect to the initial Advance hereunder, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating.

(e) The Administrative Agent shall have received confirmation that the original Uniform Commercial Code financing statements as debtor and naming the Administrative Agent as secured party have been duly filed in all appropriate jurisdictions, in such form as shall be satisfactory to the Administrative Agent.

(f) The Administrative Agent shall have completed such other business and legal due diligence with respect to the Borrowers and the results thereof shall be acceptable to the Administrative Agent, in its sole discretion.

Section 4.2 Conditions Precedent to Initial Advance. The obligations of the Lenders to undertake the Revolving Loan Commitments and to make the initial Advance hereunder, and the obligation of the Issuing Bank to issue the initial Letter of Credit hereunder, are subject to the prior fulfillment of each of the following conditions:

(a) The Administrative Agent shall have received duly executed Blocked Account Agreements for each Concentration Account and, to the extent required by Section 6.15, each Collateral Related Account.

(b) The Administrative Agent shall have received a duly executed Request for Advance for the initial Advance of the Loans.

(c) The Administrative Agent shall have received a Borrowing Base Certificate, in form and substance satisfactory to the Lender Group, reflecting that, among other things, as of such date, after giving effect to any borrowings hereunder on such date and any issuance of any Letters of Credit hereunder on such date, Availability shall not be less than $25,000,000 (with trade payables, expenses and liabilities being paid in the ordinary course of business).

(d) The Lender Group shall have received evidence satisfactory to them that no change in the business assets, management, operations, financial condition or prospects of the Borrower Parties shall have occurred since August 2, 2008, which

change has had or would be reasonably expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating.

(e) The Administrative Agent shall have completed background checks with respect to certain key officers of the Borrower Parties and such background checks shall be satisfactory to the Administrative Agent.

(f) The Administrative Agent shall have received evidence satisfactory to it that the field audit of all Credit Card Receivables and Inventory has been completed by auditors and appraisers selected by the Administrative Agent and such audit is in form and substance reasonably satisfactory to the Administrative Agent.

Section 4.3 Conditions Precedent to Each Advance. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance:

(a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance;

(b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect;

(d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled.

The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

Section 4.4 Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit:

(a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit;

(b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect;

(c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default; and

(d) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled.

Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit.

Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c).

Section 4.5 Conditions Subsequent to Closing. The following conditions subsequent shall have been satisfied within the time frames set forth below (as may be extended by the Administrative Agent in its sole discretion):

(a) Within 45 days after the Agreement Date, the Administrative

Agent shall have received duly executed Blocked Account Agreements for each Concentration Account and, to the extent required by Section 6.15, each Collateral Related Account.

(b) Within 45 days after the Agreement Date, the Administrative Agent shall have completed background checks with respect to certain key officers of the Borrower Parties and such background checks shall be satisfactory to the Administrative Agent.

(c) Within 60 days after the Agreement Date, the Administrative Agent shall have received evidence satisfactory to it that the field audit of all Credit Card Receivables and Inventory has been completed by auditors and appraisers selected by the Administrative Agent and such audit is in form and substance reasonably satisfactory to the Administrative Agent.

With respect to the conditions subsequent in items (b) and (c) above, the Administrative Agent shall be diligent in its efforts to complete each such condition within the required timeframe and the Borrowers will diligently cooperate with the Administrative Agent to help facilitate the completion of each such condition subsequent.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

Section 5.1 General Representations and Warranties. In order to induce the Lender Group to enter into this Agreement and to extend the Loans and issue the Letters of Credit for the benefit of the Borrowers, each Borrower Party hereby represents, and warrants that:

(a) Organization; Power; Qualification. Each Borrower Party and each Subsidiary of a Borrower Party (i) is a corporation, partnership or limited liability company duly organized, validly existing, and in active status or good standing under the laws of its state of incorporation or formation, (ii) has the corporate or other company power and authority to own or lease and operate its properties and to carry on its business as now being and hereafter proposed to be conducted, and (iii) is duly qualified and is in active status or good standing as a foreign corporation or other company, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization except in each case where the failure to have such power and authority described in clause (ii) above or to be so qualified as described in clause (iii) above would not reasonably be expected to have a Materially Adverse Effect.

(b) Authorization; Enforceability. Each Borrower Party has the power and has taken all necessary action, corporate or otherwise, to authorize it to execute, deliver, and perform its obligations under this Agreement and each of the other Loan Documents to which it is a party in accordance with the terms thereof and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and each other Loan Document to which a Borrower Party is a party has been duly executed and delivered by such Borrower Party, and (except for Requests for Advance, Requests for Issuance of Letters of Credit, Notices of Conversion/Continuation, Notices of Requested Commitment Increases and Uniform Commercial Code financing statements solely to the extent they do not contain any affirmative obligations of the Borrower Parties) is a legal, valid and binding obligation of such Borrower Party, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditor’s rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c) Partnerships; Joint Ventures; Subsidiaries. Except as disclosed on Schedule 5.1(c)-1, as of the Agreement Date, no Borrower Party or any Subsidiary of a Borrower Party has any Subsidiaries, which Subsidiaries are identified on such Schedule as Domestic Subsidiaries or Foreign Subsidiaries. As of the Agreement Date, no Borrower Party or any Subsidiary of a Borrower Party is a partner or joint venturer in any partnership or joint venture other than (i) the Subsidiaries listed on Schedule 5.1(c)-1 and (ii) the partnerships and joint ventures (that are not Subsidiaries) listed on Schedule 5.1(c)-2. Schedule 5.1(c)-1 and Schedule 5.1(c)-2 set forth, for each Person set forth thereon, a complete and accurate statement of (i) the percentage ownership of each such Person by the applicable Borrower Party or Subsidiary of a Borrower Party as of the Agreement Date, (ii) the state or other jurisdiction of incorporation or formation, as appropriate, of each such Person as of the Agreement Date, (iii) each state in which each such Person is qualified to do business as of the Agreement Date and (iv) all of each such Person’s trade names, trade styles or doing business forms which such Person has used or under which such Person has transacted business during the five (5) year period immediately preceding the Agreement Date.

(d) Capital Stock and Related Matters. The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in each Borrower Party (other than Parent) and each Domestic Subsidiary that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in each Borrower Party (other than Parent) and each Domestic Subsidiary have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and

each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests or restricting the ability of any Subsidiary of any Borrower from making distributions, dividends or other Restricted Payments to such Borrower.

(e) Compliance with Law, Loan Documents, and Contemplated Transactions. The execution, delivery, and performance of this Agreement and each of the other Loan Documents and the Bank Products Documents in accordance with their respective terms and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate any Applicable Law, (ii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or formation or by-laws, partnership agreement or operating agreement of any Borrower Party or under any indenture, agreement, or other instrument to which any Borrower Party is a party or by which any Borrower Party or any of its properties may be bound, or (iii) result in or require the creation or imposition of any Lien upon or with any assets or property of any Borrower Party except Permitted Liens.

(f) Necessary Authorizations. Each Borrower Party and each Subsidiary of a Borrower Party has obtained all Necessary Authorizations, and all such Necessary Authorizations are in full force and effect except, other than with respect to the transactions contemplated by the Loan Documents, where failure to obtain such Necessary Authorizations, or the failure of such Necessary Authorizations to be in full force and effect, could not reasonably be expected to have a Materially Adverse Effect. None of such Necessary Authorizations is the subject of any pending or, to the best of each Borrower Party’s knowledge, threatened attack or revocation, by the grantor of the Necessary Authorization except, other than with respect to the transactions contemplated by the Loan Documents, where the revocation by the grantor of such Necessary Authorizations could not reasonably be expected to have a Materially Adverse Effect.

(g) Title to Properties. Each Borrower Party has good, marketable and legal title to, or a valid leasehold interest in, all of its properties and assets except as

could not, individually or in the aggregate, be expected to have a Materially Adverse Effect, and none of such properties or assets is subject to any Liens, other than Permitted Liens.

(h) Material Contracts. Schedule 5.1(h) contains a complete list, as of the Agreement Date, of each Material Contract, true, correct and complete copies of which have been delivered to the Administrative Agent. Schedule 5.1(h) further identifies, as of the Agreement Date, each Material Contract that requires consent to the granting of a Lien in favor of the Administrative Agent on the rights of any Borrower Party thereunder, with the exception of consents from one of the other Borrower Parties, which consent is granted by virtue of execution of this Agreement. No Borrower Party or any Subsidiary of a Borrower Party is in default under or with respect to any Material Contract to which it is a party or by which it or any of its properties are bound which default gives rise to a right of termination by the non-defaulting party and which Material Contract, if terminated, could reasonably be expected to have a Materially Adverse Effect.

(i) Labor Matters. Except as disclosed on Schedule 5.1(i): as of the Agreement Date, (i) no Borrower Party is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint pending against any Borrower Party before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against any Borrower Party; and (iii) no strike or work stoppage is in existence involving any employees of any Borrower Party, except (with respect to any matter specified in clause (i) or (ii) above) such as could not reasonably be expected to have a Materially Adverse Effect.

(j) Taxes. Except as set forth on Schedule 5.1(j), all federal, state and other material tax returns of each Borrower Party and each Subsidiary of a Borrower Party required by law to be filed have been duly filed, all such tax returns are true, complete and correct in all material respects, and all federal, state, and other material taxes (including without limitation, all real estate and personal property, income, franchise, transfer and gains taxes), all general or special assessments, and other governmental charges or levies upon each Borrower Party and each Subsidiary of a Borrower Party and any of their respective properties, income, profits, and assets, which are shown thereon as due and payable, have been paid, except any payment of any of the foregoing which such Borrower Party or such Subsidiary, as applicable, is currently contesting in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Borrower Party or such Subsidiary, as the case may be. As of the Agreement Date, no adjustment relating to any tax returns has been proposed formally or informally by any Governmental Authority and, to the knowledge of each Borrower Party no basis exists for any such adjustment, except as reflected in the charges, accruals and reserves on the books of the Borrower Parties and their Subsidiaries or except such as could not reasonably be expected to have a Materially Adverse Effect. The charges, accruals, and reserves on the books of the

Borrower Parties and their Subsidiaries in respect of taxes are, in the reasonable judgment of the Borrower Parties, adequate. Except as set forth on Schedule 5.1(j), as of the Agreement Date, no Borrower Party or any Subsidiary of a Borrower Party has been audited, or has knowledge of any pending audit, by the Internal Revenue Service or any other taxing authority. Except as described in Schedule 5.1(j), no Borrower Party has executed or filed with the Internal Revenue Service or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any taxes. Except as set forth on Schedule 5.1(j), as of the Agreement Date, none of the Borrower Parties and their respective predecessors are liable for any taxes: (i) under any agreement (including any tax sharing agreements) or (ii) to each Borrower Party’s knowledge, as a transferee. As of the Agreement Date, no Borrower Party has agreed, or been requested, to make any adjustment under Code Section 481(a), by reason of a change in accounting method or otherwise, which would have a Materially Adverse Effect.

(k) Financial Statements. The Borrowers have furnished, or have caused to be furnished, to the Lenders (i) the consolidated audited financial statements of the Borrowers which are complete and correct in all material respects and present fairly in accordance with GAAP the respective financial positions of the Borrowers for fiscal years ending on January 28, 2006, February 3, 2007 and February 2, 2008, and the results of operations for the fiscal year then ended, (ii) the unaudited interim financial statements of the Borrowers which are complete and correct in all material respects and present fairly in accordance with GAAP, subject to normal year end adjustments, the respective financial positions of the Borrowers as at August 2, 2008, and the results of operations for the six month period then ended, and (iii) draft management prepared financial statements of the Borrowers for the fiscal quarter ended on November 1, 2008. Except as disclosed in such financial statements, no Borrower Party has any material liabilities, contingent or otherwise, and there are no material unrealized or anticipated losses of such Borrower Party which have not heretofore been disclosed in writing to the Lenders.

(l) No Adverse Change. Since August 2, 2008, there has occurred no event which has had or could reasonably be expected to have a Materially Adverse Effect.

(m) Investments and Guaranties. As of the Agreement Date, no Borrower Party or any Subsidiary of a Borrower Party owns any Equity Interests of any Person except as disclosed on Schedules 5.1(c)-1 and 5.1(c)-2, or has outstanding loans or advances to, or guaranties of the obligations of, any Person, except as reflected in the financial statements referred to in Section 5.1(k) or disclosed on Schedule 5.1(m).

(n) Liabilities, Litigation, etc. As of the Agreement Date, except for liabilities incurred in the normal course of business, no Borrower Party or any Subsidiary of any Borrower Party has any material (individually or in the aggregate) liabilities, direct or contingent, except as disclosed or referred to in the financial statements referred to in

Section 5.1(k) or with respect to the Obligations. As of the Agreement Date, except as described on Schedules 5.1(n) and 5.1(y), there is no litigation, legal or administrative proceeding, investigation, or other action of any nature pending or, to the knowledge of the Borrower Parties, threatened against or affecting any Borrower Party, any Subsidiary of any Borrower Party or any of their respective properties which could reasonably be expected to result in any judgment against or liability of such Borrower Party or Subsidiary in excess of $1,000,000 individually or in the aggregate with respect to all Borrower Parties and their Subsidiaries, or the loss of any certification or license material to the operation of such Borrower Party’s or Subsidiary’s business. None of such litigation disclosed on Schedules 5.1(n) and 5.1(y), individually or collectively, could reasonably be expected to have a Materially Adverse Effect.

(o) ERISA. Schedule 5.1(o) lists (i) all ERISA Affiliates and (ii) all Plans and separately identifies all Title IV Plans, Multiemployer Plans, and Retiree Welfare Plans. Copies of all such listed Plans, together with a copy of the latest IRS/DOL 5500-series form for each such Plan, have been delivered to the Administrative Agent. Except with respect to Multiemployer Plans, each Plan intended to be qualified under Code Section 401 has been determined by the Internal Revenue Service to qualify under Section 401 of the Code, the trusts created thereunder have been determined to be exempt from tax under the provisions of Sections 501 of the Code, and nothing has occurred that would cause the loss of such qualification or tax-exempt status. Each Borrower Party and each ERISA Affiliate and each of their respective Plans are in compliance in all material respects with ERISA and the Code and no Borrower Party nor any of its ERISA Affiliates has incurred any accumulated funding deficiency with respect to any such Plan within the meaning of ERISA or the Code. No Borrower Party or, to each Borrower Party’s knowledge, any of its ERISA Affiliates has made any promises of retirement or other benefits to employees, except as set forth in the Plans. No Borrower Party or ERISA Affiliate has incurred any material liability to the PBGC in connection with any such Plan (other than the payment of premiums that are not past due). No Title IV Plan has any Unfunded Pension Liability. No ERISA Event or event described in Section 4062(e) of ERISA has occurred and is continuing with respect to any such Plan. There are no pending, or to the knowledge of any Borrower Party, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary (as defined in Section 3(21) of ERISA) or sponsor of any Plan. No such Plan or trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA), or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject such Plan or any other Plan of any Borrower Party or any of its ERISA Affiliates, any trust created thereunder, or any such party in interest or fiduciary, or any party dealing with any such Plan or any such trust to any material penalty or tax on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the Code.

(p) Intellectual Property; Licenses; Certifications. As of the Agreement Date, the Borrower Parties own or otherwise have the right to use all patents, trademarks, service marks or copyrights necessary for the operation of the business of the Borrower Parties and their Subsidiaries as currently conducted, except for any such the failure to so own or have the right to use could not reasonably be expected to have a Materially Adverse Effect. Except as set forth on Schedule 5.1(p), as of the Agreement Date, the Borrower Parties have all material licenses or certifications necessary for the operation of the Borrower Parties’ and their Subsidiaries’ business as currently conducted, except for any such the failure where the failure to so have could not reasonably be expected to have a Materially Adverse Effect.

(q) Compliance with Law; Absence of Default. Each Borrower Party and each Subsidiary of a Borrower Party is in compliance with all Applicable Laws and with all of the provisions of its certificate of incorporation or formation and by-laws or other governing documents except where the failure to be in compliance could not reasonably be expected to have a Materially Adverse Effect, and no event has occurred or has failed to occur which has not been remedied or waived, the occurrence or non-occurrence of which constitutes (i) a Default, or (ii) except with respect to Funded Debt in an aggregate principal amount equal to or less than $1,000,000, a default under any other indenture, agreement, or other instrument, or any judgment, decree, or order to which such Borrower Party or such Subsidiary is a party or by which such Borrower Party or such Subsidiary or any of their respective properties may be bound.

(r) Intentionally Omitted.

(s) Accuracy and Completeness of Information. All written information, reports, other papers and data relating to the Borrower Parties and their Subsidiaries furnished by or at the direction of the Borrower Parties to the Lender Group were, at the time furnished, complete and correct in all material respects. No fact is currently known to any Borrower Party which has, or could reasonably be expected to have, a Materially Adverse Effect. With respect to projections, estimates and forecasts given to the Lender Group, such projections, estimates and forecasts are based on the Borrower Parties’ good faith assessment of the future of the business at the time made. The Borrower Parties had a reasonable basis for such assessment at the time made.

(t) Compliance with Regulations T, U, and X. No Borrower Party or any Subsidiary of a Borrower Party is engaged principally in the business of or has as one of its important activities in the business of extending credit for the purpose of purchasing or carrying, and no Borrower Party or any Subsidiary of a Borrower Party owns or presently intends to acquire, any “margin security” or “margin stock” as defined in Regulations T, U and X of the Board of Governors of the Federal Reserve System (herein called “Margin Stock”). None of the proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any Funded Debt which was originally incurred to purchase or

carry Margin Stock or for any other purpose which might constitute this transaction a “purpose credit” within the meaning of said Regulations T, U and X. None of any Borrower Party, any Subsidiary of a Borrower Party or any bank acting on its behalf has taken or will take any action which might cause this Agreement or any other Loan Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate the SEA, in each case as now in effect or as the same may hereafter be in effect. If so requested by the Administrative Agent, the Borrower Parties and their Subsidiaries will furnish the Administrative Agent with (i) a statement or statements in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U of said Board of Governors and (ii) other documents evidencing its compliance with the margin regulations reasonably requested by the Administrative Agent, including without limitation an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent. Neither the making of the Loans nor the use of proceeds thereof will violate, or be inconsistent with, the provisions of Regulation T, U or X of said Board of Governors.

(u) Solvency. As of the Agreement Date and after giving effect to the transactions contemplated by the Loan Documents (i) the property of each Borrower, at a fair valuation on a going concern basis, will exceed its debt; (ii) the capital of each Borrower will not be unreasonably small to conduct its business; and (iii) no Borrower will have incurred debts, or have intended to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section, “debt” shall mean any liability on a claim, and “claim” shall mean (A) the right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, undisputed, legal, equitable, secured or unsecured, or (B) the right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, undisputed, secured or unsecured.

(v) Insurance. The Borrower Parties and their Subsidiaries have insurance meeting the requirements of Section 6.5, and such insurance policies are in full force and effect. As of the Agreement Date, all insurance maintained by the Borrower Parties and their Subsidiaries is fully described on Schedule 5.1(v).

(w) Broker’s or Finder’s Commissions. No broker’s or finder’s fee or commission will be payable with respect to the execution and delivery of this Agreement and the other Loan Documents (except to the extent such claim for such fees arises out of any utilization or engagement by the Administrative Agent or by any Lender of such broker or finder), and no other similar fees or commissions will be payable by the Borrower Parties for any other services rendered to the Borrower Parties ancillary to the credit transactions contemplated herein.

(x) Real Property. All real property leased by each Borrower Party as of the Agreement Date where Collateral is located is set forth in Schedule 5.1(x)-1. All

real property owned by each Borrower Party as of the Agreement Date is set forth in Schedule 5.1(x)-2.

(y) Environmental Matters.

(i) Except as specifically disclosed in Schedule 5.1(y) or as could not, individually or in the aggregate, reasonably be expected to have a Materially Adverse Effect, no Borrower Party or any Subsidiary thereof (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) has received notice of any claim with respect to any Environmental Law or (C) knows of any basis for any liability under any Environmental Law.

(ii) Except in each case, as could not, individually or in the aggregate, reasonably be expected to have a Materially Adverse Effect or as otherwise set forth in Schedule 5.1(y), (A) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or, to the knowledge of any Borrower Party, operated by any Borrower Party; (B) there is no asbestos or asbestos-containing material on any property currently owned or, to the knowledge of any Borrower Party, operated by any Borrower Party or; and (C) to the knowledge of the Borrower Parties, Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Borrower Party or any Subsidiary thereof.

(iii) Except in each case, as could not, individually or in the aggregate, reasonably be expected to have a Materially Adverse Effect or as otherwise set forth on Schedule 5.1(y), (i) no Borrower Party or any Subsidiary thereof is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Borrower Party or any Subsidiary thereof have been disposed of in a manner not reasonably expected to result in liability to any Borrower Party or any Subsidiary thereof.

(z) Intentionally Omitted.

(aa) Name of Borrower Party. Except as set forth on Schedule 5.1(aa), no Borrower Party or any Subsidiary of any Borrower Party has changed its name within the preceding five (5) years from the Agreement Date, nor has any Borrower Party or any Subsidiary of a Borrower Party transacted business under any other name or trade name.

(bb) Investment Company Act; Public Utility Holding Company Act. No Borrower Party or any Subsidiary of a Borrower Party is required to register under the provisions of the Investment Company Act of 1940, as amended, and neither the entering into or performance by the Borrower Parties of this Agreement nor the issuance of any Revolving Loan Notes violates any provision of such Act or requires any consent, approval, or authorization of, or registration with, any governmental or public body or authority pursuant to any of the provisions of such Act.

(cc) Patriot Act. Neither any Borrower Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended or any enabling legislation or executive order relating thereto. Neither any Borrower Party nor any or its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the USA Patriot Act. None of the Borrower Parties (i) is a blocked person described in section 1 of the Executive Order No. 13224 or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

(dd) OFAC. None of the Borrower Parties, any Subsidiary of Parent, any Affiliate of the Borrower Parties (other than an Affiliate that is a shareholder of Parent) or, to the knowledge of any Borrower Party as of the Agreement Date, any Affiliate that is a shareholder of Parent (i) is a Sanctioned Person, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii) derives more than 15% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Loans hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country or for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 5.2 Representations and Warranties Relating to Eligible Credit Card Receivables. As to each Account that is identified by such Borrower Party as an Eligible Credit Card Receivables in the most recent Borrowing Base Certificate submitted to the Administrative Agent by the Administrative Borrower, such Account is not ineligible (to the Administrative Borrower’s knowledge with respect to any Credit Card Receivable deemed ineligible by the Administrative Agent in the exercise of its Permitted Discretion) by virtue of one or more of the excluding criteria set forth in the definition of Eligible Credit Card Receivables.

Section 5.3 Representations and Warranties Relating to Inventory. With respect to all Eligible Inventory, the Administrative Agent may rely upon all statements, warranties, or representations made in any Borrowing Base Certificate in determining the classification of such Inventory and in determining which items of Inventory listed in such Borrowing Base Certificate meet the requirements of eligibility.

Section 5.4 Survival of Representations and Warranties, etc. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made, and shall be true and correct, at and as of the Agreement Date and the date of each Advance or issuance of a Letter of Credit hereunder, except to the extent previously fulfilled in accordance with the terms of this Agreement or the other Loan Documents and to the extent subsequently inapplicable. All representations and warranties made under this Agreement and the other Loan Documents shall survive, and not be waived by, the execution hereof by the Lender Group, or any of them, any investigation or inquiry by any member of the Lender Group, or the making of any Advance or the issuance of any Letter of Credit under this Agreement.

ARTICLE 6.

GENERAL COVENANTS

Until the later of the date the Obligations are repaid in full or the date the Borrowers no longer have the right to borrow, or have Letters of Credit issued, hereunder (whether or not the conditions to borrowing have been or can be fulfilled), and unless the Majority Lenders shall otherwise give their prior consent in writing:

Section 6.1 Preservation of Existence and Similar Matters. Each Borrower Party will, and will cause each of its Subsidiaries to (i) except as expressly permitted by Section 8.7, preserve and maintain its existence, and, solely with respect to its Domestic Subsidiaries, maintain its due organization, valid existence and good standing, in each case in its jurisdiction of incorporation or organization, (ii) qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization except where the failure to be so qualified would not reasonably be expected to have a Materially Adverse Effect, and (iii) maintain all Necessary Authorizations except where the failure to maintain such Necessary Authorizations could not reasonably be expected to have a Materially Adverse Effect.

Section 6.2 Compliance with Applicable Law. Each Borrower Party will, and will cause each of its Subsidiaries to, comply with the requirements of all Applicable Law, except where the failure to so comply could not reasonably be expected to have a Materially Adverse Effect.

Section 6.3 Maintenance of Properties. Each Borrower Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in the ordinary course of business in good repair, working order and condition, normal wear and tear and disposal of obsolete equipment excepted, all properties used or useful in its business (whether owned or held under lease), and from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements, additions, betterments, and improvements thereto, except where the failure to do so could not reasonably be expected to have a Materially Adverse Effect.

Section 6.4 Accounting Methods and Financial Records. Parent and its Subsidiaries shall maintain, on a consolidated basis, a system of accounting established and administered in accordance with GAAP (other than with respect to standalone financial information for any Foreign Subsidiary; provided that the financial information for any such Foreign Subsidiary will be converted to GAAP for consolidated financial reporting purposes) and will keep adequate records and books of account in which complete entries will be made in accordance with such accounting principles consistently applied and reflecting all transactions required to be reflected by such accounting principles.

Section 6.5 Insurance. Each Borrower Party will, and will cause each of its Subsidiaries to, maintain insurance including, but not limited to, property insurance, comprehensive general liability with respect to losses and claims in excess of $50,000 individually, or $2,000,000 in the aggregate during any policy year, business interruption and fidelity coverage insurance, in such amounts and against such risks as would be customary for companies in the same industry and of comparable size as the Borrower Parties and their Subsidiaries from financially sound and reputable insurance companies having and maintaining an A.M. Best rating of “A minus” or better and being in a size category of VI or larger or otherwise acceptable to the Administrative Agent. In addition to the foregoing, each Borrower Party further agrees to maintain and pay for insurance upon all goods constituting Collateral wherever located, in storage or in transit in vehicles, vessels or aircraft, including goods evidenced by documents, covering casualty, hazard, public liability and such other risks and in such amounts as would be customary for companies in the same industry and of comparable size as the Borrower Parties, from financially sound and reputable insurance companies having and maintaining an A.M. Best rating of “A minus” or better and being in a size category of VI or larger or otherwise acceptable to the Administrative Agent to insure the Lender Group’s interest in such Collateral. All such property insurance policies covering goods that constitute Collateral shall name the Administrative Agent as loss payee and all liability insurance policies shall name the Administrative Agent as additional insured. Each Borrower Party shall deliver the original certificates of insurance evidencing that the required insurance is in force together with satisfactory lender’s loss payable and additional insured, as applicable, endorsements. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’ prior written notice to the Administrative Agent in the event of cancellation or modification of the policy for any

reason whatsoever and a clause that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower Party or owner of the Collateral nor by the occupation of the premises for purposes more hazardous than are permitted by said policy. If any Borrower Party fails to provide and pay for such insurance, the Administrative Agent may, at the Borrowers’ expense, procure the same, but shall not be required to do so. Each Borrower Party agrees to deliver to the Administrative Agent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies.

Section 6.6 Payment of Taxes and Claims. Each Borrower Party will, and will cause each of its Subsidiaries to, pay and discharge all taxes, assessments, and governmental charges or levies imposed upon it or its income or profit or upon any properties belonging to it prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies which have become due and payable and which by law have or may become a Lien upon any of its Property; except that, no such tax, assessment, charge, levy, or claim need be paid which is being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on the appropriate books, but only so long as such tax, assessment, charge, levy, or claim does not become a Lien or charge other than a Permitted Lien and no foreclosure, distraint, sale, or similar proceedings shall have been commenced and remain unstayed for a period thirty (30) days after such commencement. Each Borrower Party shall, and shall cause each of its Subsidiaries to, timely file all information returns required by federal, state, or local tax authorities.

Section 6.7 Visits and Inspections. Each Borrower Party will, and will permit each of its Subsidiaries to, permit representatives of the Administrative Agent to (a) visit and inspect the properties of the Borrower Parties and their Subsidiaries during normal business hours, (b) inspect and make extracts from and copies of the Borrower Parties’ and their Subsidiaries’ books and records, (c) conduct appraisals, field examinations and audits of Credit Card Receivables, Inventory and other personal property of the Borrower Parties and their Subsidiaries and (d) discuss with the Borrower Parties’ and their Subsidiaries’ respective principal officers the Borrower Parties’ or such Subsidiaries’ businesses, assets, liabilities, financial positions, results of operations, and business prospects relating to the Borrower Parties or such Subsidiaries; provided, however, (i) if there are no outstanding Advances and the aggregate amount of all outstanding Letters of Credit is $5,000,000 or less, then the Borrowers shall only be obligated to pay the Administrative Agent for one (1) field audit every twelve (12) months, (ii) if there are outstanding Advances but Availability is greater than $20,000,000, then the Borrowers shall only be obligated to pay the Administrative Agent for up to two (2) field audits every twelve (12) months and (iii)(A) if there are outstanding Advances and Availability is less than or equal to $20,000,000 or (B) an Event of Default has occurred and is continuing, then the Borrowers shall pay for as many field audits and appraisals that the Administrative Agent requests in its Permitted Discretion. Any other member of the Lender Group may, at its expense, accompany the Administrative Agent on any regularly

scheduled visit (or at any time that a Default exists any visit regardless of whether it is regularly scheduled) to the Borrower Parties and their Subsidiaries’ properties.

Section 6.8 Intentionally Omitted.

Section 6.9 ERISA. Each Borrower Party shall at all times make, or cause to be made, prompt payment of contributions required to meet the minimum funding standards set forth in ERISA with respect to each Borrower Party’s and its ERISA Affiliates’ Plans that are subject to such funding requirements; furnish to the Administrative Agent, promptly upon the Administrative Agent’s request therefor, copies of any annual report required to be filed pursuant to ERISA in connection with each such Plan of each Borrower Party and its ERISA Affiliates; notify the Administrative Agent as soon as practicable of any ERISA Event regarding any such Plan that could reasonably be expected to have a Materially Adverse Effect; and furnish to the Administrative Agent, promptly upon the Administrative Agent’s request therefor, such additional information concerning any such Plan as may be reasonably requested by the Administrative Agent.

Section 6.10 Lien Perfection. Each Borrower Party agrees to take such action as may be reasonably requested by the Administrative Agent to perfect or continue the perfection of the Administrative Agent’s (on behalf of, and for the benefit of, the Lender Group) security interest in the Collateral.

Section 6.11 Location of Collateral. All tangible property owned by a Borrower Party constituting Collateral, other than Inventory in transit, Inventory sold in the ordinary course of business and raw materials and work-in-process located at manufacturing sites operated by a third party, will at all times be kept by the Borrower Parties at one or more of the business locations of the Borrower Parties set forth in Schedule 6.11. The Inventory shall not, without the prior written approval of the Administrative Agent, be moved from the locations set forth on Schedule 6.11 except as permitted in the immediately preceding sentence and except for, prior to an Event of Default, (a) sales or other dispositions of assets permitted pursuant to Section 8.7 and (b) the storage of Inventory at locations within the continental US other than those specified in the first sentence of this Section 6.11 if (i) the Administrative Borrower gives the Administrative Agent written notice of the new storage location at least thirty (30) days prior to storing Inventory at such location, (ii) the Lender Group’s security interest in such Inventory is and continues to be a duly perfected, first priority Lien thereon, (iii) neither any Borrower Party’s nor the Administrative Agent’s right of entry upon the premises where such Inventory is stored or its right to remove the Inventory therefrom, is in any way restricted, (iv) either (A) the owner of such premises, and any bailee, warehouseman or similar party that will be in possession of such Inventory, shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (B) the Administrative Agent shall have established a Rent Reserve, in each case, to the extent such Person has a statutory priming Lien with respect to the Inventory at such location, and (v) all negotiable documents and receipts in respect of any

Collateral maintained at such premises are promptly delivered to the Administrative Agent and any non-negotiable documents and receipts in respect of any Collateral maintained at such premises are issued to the Administrative Agent and promptly delivered to the Administrative Agent.

Section 6.12 Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, the Lenders may, at their option during the existence of an Event of Default, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lenders. Neither the Administrative Agent nor the Lenders shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in the Lenders’ actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Section 6.13 Assignments and Records of Accounts and Credit Card Receivables. If so requested by the Administrative Agent following and during the continuance of an Event of Default, each Borrower Party shall execute and deliver to the Administrative Agent, for the benefit of the Lender Group, formal written assignments of all of the Accounts and Credit Card Receivables daily, which shall include all Accounts and Credit Card Receivables that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto. Each Borrower Party shall keep in all material respects accurate and complete records of the Accounts and Credit Card Receivables and all payments and collections thereon.

Section 6.14 Administration of Accounts and Credit Card Receivables.

(a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors, Credit Card Processors and Credit Card Issuers that the Accounts and Credit Card Receivables have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts and Credit Card Receivables directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts and Credit Card Receivables or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to, the Accounts and Credit Card Receivables which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor, Credit Card Processors and Credit Card Issuers and to compromise the amount or extend the time for payment of the Accounts and Credit Card Receivables upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrowers.

(b) If an Account or a Credit Card Receivable includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account or Credit Card Receivable includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account or Credit Card Receivable and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account or Credit Card Receivable.

(c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing), at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts or Credit Card Receivables by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Section 6.15 The Blocked Account.

(a) Each Collateral Related Account for which a Blocked Account is required to be in place pursuant to this Section 6.15 and each Concentration Account owned or maintained by the Borrower Parties shall be maintained at a bank or financial institution which is reasonably acceptable to the Administrative Agent (each such bank, a “Cash Management Bank”). As of the Agreement Date, each deposit account of the Borrower Parties is listed on Schedule 6.15 and such schedule designates which accounts are Collateral Related Accounts and Concentration Accounts. Each (i) Concentration Account and (ii) Collateral Related Account maintained by any Borrower Party shall be subject to a control agreement (a “Blocked Account Agreement”) in form and substance satisfactory to the Administrative Agent and such bank or financial institution (each such account, a “Blocked Account”); provided, however, so long as the Borrower Parties have established and maintain a cash management system in which each store level depository account (“Store Level Account”) is swept (subject to maintaining nominal balances in such account in an amount not to exceed $1,000 per account) to a Concentration Account that is a Blocked Account no less frequently than once every five (5) Business Days (or at any time after an Activation Event, on a daily basis), then the Borrower Parties shall not be required to enter into a Blocked Account Agreement with respect to any such Store Level Account. Each such Blocked Account Agreement shall provide, among other things, that from and after the Agreement Date, the relevant Cash Management Bank, agrees, from and after the receipt of a notice (an “Activation Notice”) from the Administrative Agent (which Activation Notice shall be given by the Administrative Agent at any time at which (i) an Event of Default has occurred and is continuing or (ii) Availability for three (3) consecutive Business Days is less than the greater of (A) $20,000,000 or (B) thirty percent (30%) of the amount of the Revolving Loan Commitment then outstanding (the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each Blocked Account, as the case may be to the Administrative Agent per its instructions and to commence the process of daily sweeps from such account to the Administrative Agent.

(b) Notwithstanding anything to the contrary contained herein, upon and at all times after an Activation Event, all amounts deposited in the Collateral Related Accounts and the Concentration Accounts, all other proceeds of Collateral and all proceeds of Loans shall be used solely for (i) expenditures made in connection with the operations of the business of the Borrower Parties, (ii) repayment of outstanding Obligations, and/or (iii) Investments made in any account which is subject to a Blocked Account Agreement.

(c) The Borrower Parties shall take all steps to ensure that all of their Credit Card Processors forward all items of payment to a Blocked Account including, without limitation, irrevocably instructing the Credit Card Processors to forward all payments owing to the Borrower Parties directly to a Blocked Account.

(d) In the event that any Borrower Party shall at any time after an Activation Event receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into a Blocked Account.

Section 6.16 Further Assurances. Upon the request of the Administrative Agent, each Borrower Party will promptly cure, or cause to be cured, defects in the creation and issuance of any Revolving Loan Notes and the execution and delivery of the Loan Documents (including this Agreement) and any Bank Products Documents, resulting from any act or failure to act by any Borrower Party or any employee or officer thereof. Each Borrower Party at its expense will promptly execute and deliver to the Administrative Agent and the Lenders, or cause to be executed and delivered to the Administrative Agent and the Lenders, all such other and further documents, agreements, and instruments in compliance with or accomplishment of the covenants and agreements of the Borrower Parties in the Loan Documents (including this Agreement) and the Bank Products Documents, or to correct any omissions in the Loan Documents or any Bank Products Documents, or more fully to state the obligations set out herein or in any of the Loan Documents or the Bank Products Documents, or to obtain any consents, all as may be necessary or appropriate in connection therewith as may be reasonably requested.

Section 6.17 Broker’s Claims. Each Borrower Party hereby indemnifies and agrees to hold each member of the Lender Group harmless from and against any and all losses, liabilities, damages, costs and expenses which may be suffered or incurred by such member of the Lender Group in respect of any claim, suit, action or cause of action now or hereafter asserted by a broker or any Person acting in a similar capacity arising from or in connection with the execution and delivery of this Agreement or any other Loan Document or Bank Products Document or the consummation of the transactions contemplated herein or therein; provided, however, no Borrower Party shall be responsible for any such claim that arises out of any utilization or engagement by the Administrative Agent or by any Lender of such a broker or any Person acting in a similar capacity. This Section 6.17 shall survive termination of this Agreement.

Section 6.18 Indemnity. Each Borrower Party will indemnify and hold harmless each Indemnified Person from and against any and all claims, liabilities, investigations, losses, damages, actions, demands, penalties, judgments, suits, investigations and costs, expenses (including reasonable fees and expenses of experts, agents, consultants and counsel) and disbursements, in each case, of any kind or nature (whether or not the Indemnified Person is a party to any such action, suit or investigation) whatsoever which may be imposed on, incurred by, or asserted against an Indemnified Person resulting from any breach or alleged breach by the Borrower Parties of any representation or warranty made hereunder, or otherwise in any way relating to or arising out of the Revolving Loan Commitments, this Agreement, the other Loan Documents, the Bank Products Documents or any other document contemplated by this Agreement, the

making, administration or enforcement of the Loan Documents and the Loans or any Bank Products Documents, any transaction contemplated hereby or any related matters unless, with respect to any of the above, such Indemnified Person is determined by a final non-appealable judgment of a court of competent jurisdiction to have acted or failed to act with gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT. This Section 6.18 shall survive termination of this Agreement.

Section 6.19 Environmental Matters. Each Borrower Party shall (a) conduct its operations and keep and maintain its Properties in compliance with all Environmental Laws, except where the failure to do so could not reasonably be expected to have a Materially Adverse Effect; (b) obtain and renew all environmental permits necessary for its operations and Properties, except where the failure to do so could not reasonably be expected to have a Materially Adverse Effect; and (c) implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to maintain the value and marketability of its Properties or to otherwise comply with Environmental Laws pertaining to the presence, generation, treatment, storage, use, disposal, transportation or release of any Hazardous Materials on, at, in, under, above, to, from or about any of its Properties, provided, however, that no Borrower Party shall be required to undertake any such investigation, remediation, removal or response action to the extent that (i) its obligation to do so is being contested in good faith and by proper proceedings and adequate reserves have been set aside and are being maintained by the Borrower Parties with respect to such circumstances in accordance with GAAP, or (ii) failure to undertake any investigation, remediation, removal or response action could not reasonably be expected to have a Materially Adverse Effect.

Section 6.20 Formation of Subsidiaries. At the time of the formation of any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security

documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this Agreement.

ARTICLE 7.

INFORMATION COVENANTS

Until the earlier of the date the Obligations are repaid in full or the date the Borrowers no longer have a right to borrow, or have Letters of Credit issued, hereunder (whether or not the conditions to borrowing have been or can be fulfilled) and unless the Majority Lenders shall otherwise give their prior consent in writing, the Borrower Parties will furnish or cause to be furnished to each member of the Lender Group provided, however, that the Administrative Borrower, at its option, may deliver such items described in Sections 7.1, 7.2, 7.3, 7.5 and 7.6 to the Administrative Agent with instructions to post such items on “IntraLinks” or any similar website for viewing by the Lenders or to send such items to the Lenders via electronic mail and the Administrative Agent shall post or send via electronic mail such items within a reasonable period of time after delivery thereby by the Administrative Borrower to it and such posting or sending via electronic mail shall constitute delivery of such items to the Lenders:

Section 7.1 Monthly and Quarterly Financial Statements and Information. (a) Within thirty (30) days (or forty-five (45) days with respect to the last month of any fiscal quarter) after the last day of each fiscal month in each fiscal year of the Borrowers, the balance sheet of Parent and its Subsidiaries as at the end of such fiscal month, and the related statement of income and retained earnings and related statement of cash flows for such fiscal month and for the fiscal year to date period ended with the last day of such fiscal month, which financial statements shall set forth in comparative form such figures

(i) as at the end of such month during the previous fiscal year and for such month during the previous fiscal year and (ii) as contained in Parent’s and its Subsidiaries’ budget most recently delivered to the Administrative Agent for such periods, all of which shall be on a consolidated basis, and shall include information regarding “brand” sales and gross margin, and shall be certified by an Authorized Signatory of the Administrative Borrower to be, in his or her opinion, complete and correct in all material respects and to present fairly in accordance with GAAP the financial position of Parent and its Subsidiaries, as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end adjustments and lack of footnotes.

(b) Within forty-five (45) days after the last day of each fiscal quarter in each fiscal year of the Borrowers, the balance sheet of Parent and its Subsidiaries as at the end of such fiscal quarter, and the related statement of income and retained earnings and related statement of cash flows for such fiscal quarter which financial statements shall set forth in comparative form (i) such figures as at the end of such quarter during the previous fiscal year and for such quarter during the previous fiscal year and (ii) as contained in Parent’s and its Subsidiaries’ budget most recently delivered to the Administrative Agent for such periods, all of which shall be on a consolidated basis, and shall include information regarding “brand” sales and gross margin, and shall be certified by an Authorized Signatory of the Administrative Borrower to be, in his or her opinion, complete and correct in all material respects and to present fairly in accordance with GAAP the financial position of Parent and its Subsidiaries, as at the end of such period and the results of operations for such period, subject only to normal year-end adjustments and lack of footnotes.

Section 7.2 Annual Financial Statements and Information; Certificate of No Default. Within ninety (90) days after the end of each fiscal year of Parent, the audited balance sheet of Parent and its Subsidiaries as at the end of such year and the related audited statements of income and retained earnings and related audited statements of cash flows for such year, all of which shall be on a consolidated basis, which financial statements shall set forth in comparative form such figures as at the end of and for the previous year, and shall be accompanied by an opinion of independent certified public accountants of recognized standing satisfactory to the Administrative Agent, stating that such financial statements are unqualified and prepared in all material respects in accordance with GAAP, without any explanatory paragraphs.

Section 7.3 Compliance Certificates.

(a) Compliance Certificates. At the time the financial statements are furnished pursuant to Section 7.1 and Section 7.2, a Compliance Certificate:

(b) Setting forth as at the end of such period, the arithmetical calculations required to establish whether or not the Borrower Parties were in compliance with the requirements of the Financial Covenant, to the extent applicable;

(c) Stating whether any material change in GAAP or the application thereof has occurred since the date of the Borrowers’ audited financial statements delivered on the Agreement Date, and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; and

(d) Stating that, to the best of his or her knowledge, no Default has occurred as at the end of such period, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred and whether it is continuing.

Section 7.4 Intentionally Omitted.

Section 7.5 Additional Reports.

(a) Within three (3) Business Days after the end of each fiscal week, if Availability is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base.

(b) Within (i) thirty (30) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the last day of the prior fiscal month, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.

(c) Promptly upon receipt thereof, the Borrower Parties shall deliver to the Lender Group copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit of the Borrower Parties and their Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;

(d) Within forty-five (45) days after the end of each fiscal year, the Borrower Parties shall deliver to the Lender Group an annual budget approved by the board of directors of Parent including, without limitation, a 12 month income statement, balance sheet, statement of cash flows and availability forecast on a month-by-month basis;

(e) To the extent not covered elsewhere in this Article 7, promptly after the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party or any such Subsidiary sends to any holder of its Funded Debt (or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K));

(f) If there is a material change in GAAP after February 2, 2008, that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied; and

(g) From time to time and promptly upon each request, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Parties, such Subsidiaries, or any of them, as the Administrative Agent may reasonably request.

Section 7.6 Notice of Litigation and Other Matters.

(a) Promptly upon (and in any event within three (3) Business Days of) any Borrower Party’s obtaining knowledge of the institution of, or a written threat of, any action, suit, governmental investigation or arbitration proceeding against any

Borrower Party, any Subsidiary of a Borrower Party or any Property, which action, suit, governmental investigation or arbitration proceeding, if adversely determined, would expose, in such Borrower Party’s reasonable judgment, any Borrower Party or any Subsidiary of a Borrower Party to liability in an aggregate amount in excess of $5,000,000, such Borrower Party shall notify the Lender Group of the occurrence thereof, and the Borrower Parties shall provide such additional information with respect to such matters as the Lender Group, or any of them, may reasonably request.

(b) Promptly upon (and in any event within three (3) Business Days of) any Borrower Party’s obtaining knowledge of the occurrence of any default (whether or not any Borrower Party has received notice thereof from any other Person) on Funded Debt of any Borrower Party or any Subsidiary of a Borrower Party which singly, or in the aggregate, exceeds $2,500,000, such Borrower Party shall notify the Lender Group of the occurrence thereof;

(c) Promptly upon (and in any event within three (3) Business Days of) any Borrower Party’s receipt of notice of the pendency of any proceeding for the condemnation or other taking of any material Property (excluding any condemnation or other taking that does not have a material impact on the use or value of such Property) of any Borrower Party or any Subsidiary of a Borrower Party, such Borrower Party shall notify the Lender Group of the occurrence thereof;

(d) Promptly upon (and in any event within three (3) Business Days of) any Borrower Party’s receipt of notice of any event that could reasonably be expected to result in a Materially Adverse Effect, such Borrower Party shall notify the Lender Group of the occurrence thereof;

(e) Promptly (and in any event within three (3) Business Days) following any material amendment or change approved by the board of directors of any Borrower to the budget submitted to the Lender Group pursuant to Section 7.5(d), the Borrower Parties shall notify the Lender Group of the occurrence thereof;

(f) Promptly upon (and in any event within three (3) Business Days of) any officer of Parent becoming aware of any (i) Default under any Loan Document, or (ii) default under any other agreement (other than those referenced in clause (i) of this Section 7.6(f) above or in Section 7.6(b)) to which any Borrower Party or any Subsidiary of a Borrower Party is a party or by which any Borrower Party’s or any such Subsidiary’s properties is bound which could reasonably be expected to have a Materially Adverse Effect, then the Borrower Parties shall notify the Lender Group of the occurrence thereof giving in each case the details thereof and specifying the action proposed to be taken with respect thereto;

(g) Promptly (but in any event within three (3) Business Days) following the occurrence of (i) any ERISA Event or (ii) a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) with respect

to any Plan of any Borrower Party or any of its ERISA Affiliates which would subject any Borrower Party to any penalty or tax on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the Code or the commencement or threatened commencement of any litigation regarding any such Plan or naming it or the trustee of any such Plan with respect to such Plan (other than claims for benefits in the ordinary course of business), the Borrower Parties shall notify the Administrative Agent and the Lenders of the occurrence thereof, provided such occurrence, proceeding, or failure exposes such Borrower Party or ERISA Affiliate to liability in an aggregate amount in excess of $2,500,000.

(h) The Administrative Borrower shall deliver updates or supplements to the following schedules (i) within sixty (60) days after the end of the end of each fiscal year, as of the last day of such fiscal year: Schedule 5.1(c)-1, Schedule 5.1(c)-2, Schedule 5.1(d), Schedule 5.1(h), Schedule 5.1(p), Schedule 5.1(aa), Schedule 6.11 and Schedule 6.15, in each case, as may be required to render correct the representations and warranties contained in the applicable sections to which such schedules relate as of the last day of such fiscal year without giving effect to any references therein to the “Agreement Date” in each case, appropriately marked to show the changes made therein; provided that no such supplement to any such Schedules or representation shall be deemed a waiver of any Default resulting from the matters disclosed therein, except as consented to by the Majority Lenders in writing.

ARTICLE 8.

NEGATIVE COVENANTS

Section 8.1 Funded Debt. No Borrower Party will, or will permit any of its Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except:

(a) Funded Debt under this Agreement and the other Loan Documents and the Bank Products Documents;

(b) The Funded Debt existing on the Agreement Date and described on Schedule 8.1;

(c) Reimbursement obligations with respect to (i) Existing Letters of Credit listed on Schedule E-1 in an aggregate amount not to exceed $5,000,000 and (ii) additional letters of credit issued by Bank of America, N.A. within ninety (90) days after the Agreement Date in an aggregate amount not to exceed $10,000,000;

(d) Trade or accounts payable and/or similar obligations, and accrued expenses, incurred in the ordinary course of business, other than for borrowed money;

(e) Funded Debt of a Borrower Party or any Subsidiary of a Borrower Party that is unsecured or secured by Permitted Liens described in clause (f) of the definition of Permitted Liens set forth in Article 1 (including, without limitation, Capitalized Lease Obligations), collectively, not to exceed the aggregate principal amount of $20,000,000 at any time;

(f) Guaranties permitted by Section 8.2;

(g) Unsecured Funded Debt of any Borrower Party owed to another Borrower Party;

(h) Obligations under Hedge Agreements not entered into for speculative purposes approved by the Administrative Agent;

(i) Funded Debt with respect to any sale and lease transaction permitted under Section 8.12.

Section 8.2 Guaranties. No Borrower Party will, or will permit any Subsidiary of a Borrower Party to, at any time guarantee or enter into or assume any Guaranty, or be obligated with respect to, or permit to be outstanding, any Guaranty, other than (a) guaranties of the Obligations, (b) guaranties by any Borrower Party of obligations under agreements of any other Borrower Party entered into in connection with the acquisition of services, supplies, and equipment in the ordinary course of business of such Borrower Party, (c) endorsements of instruments in the ordinary course of business, (d) guaranties by any Borrower Party of any obligation of any other Borrower Party and (e) guaranties of any Funded Debt permitted by Section 8.1.

Section 8.3 Liens. No Borrower Party will, or will permit any Subsidiary of a Borrower Party to, create, assume, incur, or permit to exist or to be created, assumed, or permitted to exist, directly or indirectly, any Lien on any of its property, real or personal, now owned or hereafter acquired, except for Permitted Liens.

Section 8.4 Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) Parent may make Restricted Payments to the holders of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and,

to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination.

Section 8.5 Investments. No Borrower Party will, or will permit any Subsidiary of a Borrower Party to, make Investments, except that (a) any Borrower may purchase or otherwise acquire and own and may permit any of its Subsidiaries to purchase or otherwise acquire and own Cash Equivalents; (b) the Borrowers may hold the Investments in existence on the Agreement Date and described on Schedule 5.1(c)-2; (c) the Borrowers may hold the Investments in existence on the Agreement Date and described on Schedule 8.5 or any other Investments made after the Agreement Date that are substantially similar to the Investments listed on Schedule 8.5; (d) so long as no Default exists, the Borrowers may convert any of its Accounts that are in excess of ninety (90) days past due into notes or Equity Interests from the applicable Account Debtor so long as the Administrative Agent, for the benefit of the Lender Group, is granted a first priority security interest in such Equity Interests or notes which Lien is perfected contemporaneously with the conversion of such Account to Equity Interests or notes; (e) the Borrower Parties and their Subsidiaries may hold the Equity Interests of their respective Subsidiaries in existence as of the Agreement Date and their Subsidiaries created after the Agreement Date in accordance with Section 6.20 and Section 8.7(g); (f) without limiting Section 8.2, any Borrower Party may make Investments in any other Borrower Party; (g) the Borrower Parties may hold Investments arising out of Hedge Agreements not entered into for speculative purposes and approved by the Administrative Agent; and (h) any Borrower may make additional Investments after the Agreement Date, if, before and after giving effect to such Investment, no Default has occurred and is continuing or would result from the making of such Investment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face

amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Investment: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Investment and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination.

Section 8.6 Affiliate Transactions. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, enter into or be a party to any agreement or transaction with any Affiliate (other than a Borrower Party or a Subsidiary of a Borrower Party) except (a) as described on Schedule 8.6, (b) upon fair and reasonable terms that are no less favorable to such Borrower Party or such Subsidiary than it would obtain in a comparable arms length transaction with a Person not an Affiliate of such Borrower Party or such Subsidiary or (c) as permitted by Sections 8.4 and 8.5.

Section 8.7 Liquidation; Change in Ownership, Name, or Year; Disposition or Acquisition of Assets; Etc. No Borrower Party shall, or shall permit any Subsidiary to, at any time:

(a) Liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up its business, except that any Subsidiary of Parent may liquidate or dissolve itself in accordance with Applicable Law;

(b) Sell, lease, abandon, transfer or otherwise dispose of, in a single transaction or a series of related transactions, any assets, property or business (including any Equity Interests), except for (i) the sale of Inventory in the ordinary course of business at the fair market value thereof and for cash or cash equivalents, (ii) physical assets used or consumed in the ordinary course of business, (iii) bulk sales or other sales, transfers, abandonment or dispositions of Inventory and equipment of a Borrower Party or a Subsidiary of a Borrower Party not in the ordinary course of business in connection with store closings so long as during any fiscal year of Parent not more than five percent (5%) of the number of the Borrower Parties’ existing stores as of the beginning of such fiscal year (net of new store openings) are closed, (iv) the sale or other disposal of other assets with a sale value not greater than $15,000,000 in the aggregate for all such assets that may be sold during any year if the purchase price therefor is paid solely in cash, (v) any sale and leaseback transaction permitted under Section 8.12, and (vi) charitable donations of Inventory so long as (A) no Default or Event of Default shall have occurred and be continuing or result from such charitable donation, (B) an Activation Event shall

not have occurred or result from such charitable donation, (C) the Inventory donated shall have been reported as “ineligible Inventory” for at least 35 days prior to the date of such donation and (D) the aggregate value of such donated Inventory shall not exceed $2,500,000 per fiscal year.

(c) Acquire (i) any Person, (ii) all or any substantial part of the assets, property or business of a Person, or (iii) any assets that constitute a division or operating unit of the business of any Person; provided, however, that the Borrower Parties and their Subsidiaries shall be permitted to consummate an acquisition described above if, before and after giving effect to such acquisition, no Default has occurred and is continuing or would result from the making of such acquisition, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed acquisition: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such acquisition and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination; provided, further, that the acquired assets shall not be eligible for inclusion in the Borrowing Base until the Administrative Agent has successfully completed a field audit with respect to such acquired assets (at Borrowers’ sole cost and expense) and shall only be included thereafter to the extent such assets satisfy the applicable eligibility criteria;

(d) Merge or consolidate with any other Person; provided, however, that (i) any Borrower may merge into another Borrower so long as, with respect to any merger with Parent, Parent is the surviving entity after such merger, (ii) any Subsidiary of Parent may merge into any Borrower Party so long as, with respect to any merger with a Borrower, such Borrower shall be the surviving entity after such merger and, with respect to any merger with any other Borrower Party, such other Borrower Party shall be the surviving entity after such merger, (iii) any Foreign Subsidiary may merge into another Foreign Subsidiary, and (iv) any Borrower Party or any Subsidiary of a Borrower Party may merge with any Person in order to consummate an acquisition permitted under Section 8.7(c) so long as, with respect to any merger with a Borrower, such Borrower shall be the surviving entity after such merger, and, with respect to any merger with any other Borrower Party, such other Borrower Party shall be the surviving entity after such merger;

(e) Change its legal name, state of incorporation or formation or structure without giving the Administrative Agent at least thirty (30) days prior written notice of its intention to do so and complying with all reasonable requirements of the Lenders in regard thereto;

(f) Change its year-end for accounting purposes from the fiscal year ending the Saturday closest to January 31 without giving the Administrative Agent thirty (30) days written notice prior to the end of the new year-end for accounting purposes and complying with all reasonable requirements of the Lenders in regard thereto; or

(g) Create any Subsidiary; provided, however, that any Borrower or any Subsidiary of any Borrower may create wholly owned Subsidiaries so long as such Borrower and such Subsidiaries comply with Sections 6.10 and 6.20.

Section 8.8 Intentionally Omitted.

Section 8.9 Intentionally Omitted.

Section 8.10 Fixed Charge Coverage Ratio. If Availability is less than the greater of (a) $10,000,000 or (b) fifteen percent (15%) of the Revolving Loan Commitment, the Borrower Parties and their Subsidiaries shall maintain, on a consolidated basis, a Fixed Charge Coverage Ratio, measured on a quarterly basis, of not less than 1.10:1.00.

Section 8.11 Conduct of Business. The Borrower Parties shall not engage substantially in any line of business substantially different from the lines of business conducted by the Borrower Parties and their Subsidiaries on the Agreement Date or from any lines of business reasonably related, complementary, ancillary or incidental thereto.

Section 8.12 Sales and Leasebacks. No Borrower Party shall enter into any arrangement, directly or indirectly, with any third party whereby such Borrower Party shall sell or transfer any property, real or personal, whether now owned or hereafter acquired, and whereby such Borrower Party shall then or thereafter rent or lease as lessee such property or any part thereof or other property which such Borrower Party intends to use for substantially the same purpose or purposes as the property sold or transferred except with respect to the real property listed on Schedule 8.12 as of the Agreement Date.

Section 8.13 Amendment and Waiver. Except as permitted hereunder, no Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to (a) enter into any amendment of, or agree to or accept any waiver, which would adversely affect the rights of such Borrower Party or such Subsidiary, as applicable, or any member of the Lender Group, of its articles or certificate of incorporation or formation and by-laws, partnership agreement or other governing documents, or (b) permit any Material Contract to be cancelled or terminated prior to its stated maturity if such cancellation or termination could reasonably be likely to result in a Materially Adverse Effect.

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Section 8.14 ERISA Liability. No Borrower Party shall fail to meet all of the applicable minimum funding requirements of ERISA and the Code, without regard to any waivers thereof, to the extent such failure could reasonably be expected to have a Materially Adverse Effect and, to the extent that the assets of any of their Plans would be less (by $1,000,000 or more) than an amount sufficient to provide all accrued benefits payable under such Plans, the Borrower Parties shall make the maximum deductible contributions allowable under the Code (based on the Borrower’s current actuarial assumptions). No Borrower Party shall, or shall cause or permit any ERISA Affiliate to, (a) cause or permit to occur any event that could result in the imposition of a Lien under Section 430 of the Code or Section 302 or 4068 of ERISA, or (b) cause or permit to occur an ERISA Event to the extent the event described in (a) or (b) individually or in the aggregate could reasonably be expected to have a Materially Adverse Effect.

Section 8.15 Prepayments. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, prepay, redeem, defease or purchase in any manner, or deposit or set aside funds for the purpose of any of the foregoing, make any payment in respect of principal of, or make any payment in respect of interest on, any Funded Debt, except the Borrowers may (i) make regularly scheduled payments of principal or interest required in accordance with the terms of the instruments governing any Funded Debt permitted hereunder, (ii) make payments, including prepayments permitted or required hereunder, with respect to the Obligations and (iii) make such other payments or prepayments of Funded Debt so long as (a) no Default or Event of Default shall have occurred or is continuing or results therefrom and (b) Administrative Borrower delivers a certificate, together with supporting documentation in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent executed by an Authorized Signatory evidencing that immediately after giving effect to such payment, (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such payment and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination.

Section 8.16 Negative Pledge. No Borrower Party shall, or shall permit any Subsidiary of any Borrower Party to, directly or indirectly, enter into any agreement (other than the Loan Documents) with any Person that prohibits or restricts or limits the ability of any Borrower Party or any such Subsidiary to create, incur, pledge, or suffer to exist any Lien upon any of its respective assets, or restricts the ability of any Subsidiary of a Borrower to pay Dividends to such Borrower.

Section 8.17 Inconsistent Agreements. No Borrower Party shall, or shall permit any Subsidiary of any Borrower Party to, enter into any contract or agreement which

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would violate the terms hereof, any other Loan Document or any Bank Products Document.

ARTICLE 9.

DEFAULT

Section 9.1 Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule, or regulation of any governmental or non-governmental body:

(a) Any representation or warranty made under this Agreement, any other Loan Document or any Bank Products Document with respect to a Lender Hedge Agreement shall prove incorrect or misleading in any material respect when made or deemed to have been made pursuant to Section 5.4;

(b) (i) Any payment of any principal hereunder, or any reimbursement obligations with respect to any Letter of Credit shall not be received by the Administrative Agent on the date such payment is due, or (ii) any payment of any interest hereunder or any fees payable hereunder or under the other Loan Documents by any Borrower Party shall not be received by the Administrative Agent within three (3) Business Days from the date on which such payment is due;

(c) Any Borrower Party shall default in the performance or observance of any agreement or covenant contained in Sections 2.12, 4.5 (other than a default solely resulting from the action or inaction of the Administrative Agent or its agents and representatives), 6.1, or 6.15, or in Article 7 or Article 8 (other than Section 8.16);

(d) Any Borrower Party shall default in the performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 9.1, and such default, if curable, shall not be cured to the Majority Lenders’ satisfaction within the earlier of (i) a period of thirty (30) days from the date that an officer of such Borrower Party knew or should have known of the occurrence of such default, or (ii) a period of thirty (30) days after written notice of such default is given by the Administrative Agent to the Administrative Borrower;

(e) There shall occur any default in the performance or observance by any Borrower Party of any agreement or covenant contained in any of the other Loan Documents or in the Bank Products Documents with respect to Lender Hedge Agreements (other than this Agreement or the Security Documents or as otherwise provided in this Section 9.1) which shall not be cured to the Majority Lenders’ satisfaction within the applicable cure period, if any, provided for in such Loan Document or Bank Products Document, or, if there is no applicable cure period set forth

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in such Loan Document or Bank Product Document, within the earlier of (i) a period of thirty (30) days from the date that an officer of a Borrower knew of the occurrence of such default, or (ii) a period of thirty (30) days after written notice of such default is given by the Administrative Agent to the Administrative Borrower;

(f) There shall occur any Change in Control;

(g) (i) There shall be entered a decree or order for relief in respect of any Borrower Party or any Subsidiary of a Borrower Party under the Bankruptcy Code, or any other applicable federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of any Borrower Party or any Subsidiary of a Borrower Party or of any substantial part of its properties, or ordering the winding-up or liquidation of the affairs of any Borrower Party or any Subsidiary of a Borrower Party, or (ii) an involuntary petition shall be filed against any Borrower Party or any Subsidiary of a Borrower Party and a temporary stay entered and (A) such petition and stay shall not be diligently contested, or (B) any such petition and stay shall continue undismissed for a period of sixty (60) consecutive days;

(h) Any Borrower Party or any Subsidiary of a Borrower Party shall commence an Insolvency Proceeding or any Borrower Party or any Subsidiary of a Borrower Party shall consent to the institution of an Insolvency Proceeding or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of such Borrower Party or any Subsidiary of a Borrower Party or of any substantial part of its properties, or any Borrower Party or any Subsidiary of a Borrower Party shall fail generally to pay its debts as they become due, or any Borrower Party or any Subsidiary of a Borrower Party shall take any action in furtherance of any such action;

(i) A final judgment (other than a money judgment or judgments fully covered (except for customary deductibles or copayments not to exceed $500,000 in the aggregate) by insurance as to which the insurance company has acknowledged coverage) shall be entered by any court against any Borrower Party or any Subsidiary of any Borrower Party for the payment of money which exceeds, together with all such other judgments of the Borrower Parties and their Subsidiaries, $3,000,000 in the aggregate, or a warrant of attachment or execution or similar process shall be issued or levied against property of any Borrower Party or any Subsidiary of a Borrower Party pursuant to a final judgment which, together with all other such property of the Borrower Parties and their Subsidiaries subject to other such process, exceeds in value $3,000,000 in the aggregate, and if, within thirty (30) days after the entry, issue, or levy thereof, such judgment, warrant, or process shall not have been paid or discharged or stayed pending appeal, or if, after the expiration of any such stay, such judgment, warrant, or process shall not have been paid or discharged;

(j) There shall be at any time (i) any “accumulated funding deficiency,” as defined in ERISA or in Section 412 of the Code, with respect to any Plan

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maintained by any Borrower Party or any ERISA Affiliate of a Borrower Party, or to which any Borrower Party or any of its ERISA Affiliates has any liabilities; (ii) a trustee shall be appointed by a United States District Court to administer any Plan maintained by any Borrower Party or any ERISA Affiliate of a Borrower Party, or to which any Borrower Party or any of its ERISA Affiliates has any liabilities; (iii) the PBGC shall institute proceedings to terminate any such Plan; (iv) any Borrower Party or any ERISA Affiliate of any Borrower Party shall incur any liability to the PBGC in connection with the termination of any such Plan; (v) any Plan or trust created under any Plan of any Borrower Party or any ERISA Affiliate of any Borrower Party shall engage in a non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject any such Plan, any trust created thereunder, any trustee or administrator thereof, or any party dealing with any such Plan or trust to any tax or penalty on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the Code; (vi) any Borrower Party or any ERISA Affiliate of any Borrower Party shall enter into or become obligated to contribute to a Multiemployer Plan; (vii) there shall be at any time a Lien imposed against the assets of a Borrower Party or ERISA Affiliate under Code Section 430, or ERISA Sections 302 or 4068; or (viii) there shall occur at any time an ERISA Event; provided, however that no Event of Default shall occur as a result of an event described in clauses (i), (ii), (iii), (iv), (v), (vii) or (viii) of this Section 9.1(j) unless such event either individually or in the aggregate with other events described therein could reasonably be expected result in an aggregate liability greater than $2,000,000.

(k) (i) There shall occur any default (after the expiration of any applicable grace or cure period) under any indenture, agreement, or instrument evidencing Funded Debt of any Borrower Party or any Subsidiary of a Borrower Party in an aggregate principal amount exceeding $2,500,000 (determined singly or in the aggregate with other Funded Debt) or (ii) there shall occur any default under any Hedge Agreement (after the expiration of any applicable cure period set forth therein);

(l) All or any portion of any Loan Document or any Bank Products Document shall at any time and for any reason be declared to be null and void, the effect of which is to render any such material Loan Document or Bank Product Document inadequate for the practical realization of the rights and benefits afforded thereby, or a proceeding shall be commenced by any Borrower Party, any Subsidiary of a Borrower Party or any Affiliate thereof, or by any Governmental Authority having jurisdiction over any Borrower Party, any Subsidiary of a Borrower Party or any Affiliate thereof, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Borrower Party, any Subsidiary of a Borrower Party or any Affiliate thereof shall deny that it has any liability or obligation for the payment of any Obligation provided under any Loan Document or any Bank Products Document, or any Lender Hedge Agreement shall be terminated as a result of a default or event of default thereunder by any Borrower Party; or

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(m) If a notice of termination for default or the actual termination for default of any Material Contract shall have been issued to or received by any Borrower or any Subsidiary of any Borrower and such termination could reasonably be expected to have a Materially Adverse Effect.

Section 9.2 Remedies. If an Event of Default shall have occurred and shall be continuing, in addition to the rights and remedies set forth elsewhere in this Agreement, the other Loan Documents and any Bank Products Documents:

(a) With the exception of an Event of Default specified in Sections 9.1(g) or (h), the Administrative Agent may in its discretion (unless otherwise instructed by the Majority Lenders) or shall at the direction of the Majority Lenders, (i) terminate the Revolving Loan Commitment and the Letter of Credit Commitment, or (ii) declare the principal of and interest on the Loans and all other Obligations (other than any Obligations existing from time to time of any Borrower Party to the Administrative Agent (or an Affiliate of the Administrative Agent) arising in connection with any Bank Products Documents) to be forthwith due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, anything in this Agreement or in any other Loan Document to the contrary notwithstanding, or both.

(b) Upon the occurrence and continuance of an Event of Default specified in Sections 9.1(g) or (h), such principal, interest, and other Obligations (other than any Obligations existing from time to time of any Borrower Party to the Administrative Agent (or an Affiliate of the Administrative Agent) arising in connection with any Bank Products Documents) shall thereupon and concurrently therewith become due and payable, and the Revolving Loan Commitment and the Letter of Credit Commitment, shall forthwith terminate, all without any action by the Lender Group, or any of them and without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

(c) The Administrative Agent may in its discretion (unless otherwise instructed by the Majority Lenders) or shall at the direction of the Majority Lenders exercise all of the post-default rights granted to the Lender Group, or any of them, under the Loan Documents or under Applicable Law. The Administrative Agent, for the benefit of the Lender Group, shall have the right to the appointment of a receiver for the Property of the Borrower Parties, and the Borrower Parties hereby consent to such rights and such appointment and hereby waive any objection the Borrower Parties may have thereto or the right to have a bond or other security posted by the Lender Group, or any of them, in connection therewith.

(d) In regard to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of any acceleration of the Obligations pursuant to the provisions of this Section 9.2 or, upon the request of the Administrative Agent, after the occurrence of an Event of Default and prior to acceleration, the

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Borrowers shall promptly upon demand by the Administrative Agent deposit in a Letter of Credit Reserve Account opened by the Administrative Agent for the benefit of the Lender Group an amount equal to one hundred and five percent (105%) of the aggregate then undrawn and unexpired amount of such Letter of Credit Obligations. Amounts held in such Letter of Credit Reserve Account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations in the manner set forth in Section 2.11. Pending the application of such deposit to the payment of the Reimbursement Obligations, the Administrative Agent shall, to the extent reasonably practicable, invest such deposit in an interest bearing open account or similar available savings deposit account and all interest accrued thereon shall be held with such deposit as additional security for the Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied, and all other Obligations shall have been paid in full, the balance, if any, in such Letter of Credit Reserve Account shall be returned to the Borrowers. Except as expressly provided hereinabove, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowers.

(e) The rights and remedies of the Lender Group hereunder shall be cumulative, and not exclusive.

ARTICLE 10.

THE ADMINISTRATIVE AGENT

Section 10.1 Appointment and Authorization. Each member of the Lender Group hereby irrevocably appoints and authorizes, and hereby agrees that it will require any transferee of any of its interest in this Agreement and the other Loan Documents and its Loans, its portion of the Revolving Loan Commitment and, if applicable, Letter of Credit Commitment irrevocably to appoint and authorize, the Administrative Agent to take such actions as its agent on its behalf and to exercise such powers hereunder and under the other Loan Documents as are delegated by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Without limiting the foregoing, each member of the Lender Group hereby authorizes the Administrative Agent to execute and deliver each Loan Document to which the Administrative Agent is, or is required to be, a party. Neither the Administrative Agent nor any of its directors, officers, employees, or agents shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction.

Section 10.2 Interest Holders. The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent

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under this Section 10.2, as the holder of all of the interests of such Lender in this Agreement and the other Loan Documents, its Loans and its portion of the Revolving Loan Commitment until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent.

Section 10.3 Consultation with Counsel. The Administrative Agent may consult with legal counsel selected by it and shall not be liable to any Lender or the Issuing Bank for any action taken or suffered by it in good faith in reliance on the advice of such counsel.

Section 10.4 Documents. The Administrative Agent shall not be under any duty to examine, inquire into, or pass upon the validity, effectiveness, or genuineness of this Agreement, any other Loan Document, or any instrument, document, or communication furnished pursuant hereto or in connection herewith, and the Administrative Agent shall be entitled to assume that they are valid, effective, and genuine, have been signed or sent by the proper parties, and are what they purport to be.

Section 10.5 Administrative Agent and Affiliates. With respect to the Revolving Loan Commitment and Loans, the Administrative Agent shall have the same rights and powers hereunder as any other Lender, and the Administrative Agent and its Affiliates, as the case may be, may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower Parties or any Affiliates of, or Persons doing business with, the Borrower Parties, as if it were not the Administrative Agent or affiliated with the Administrative Agent and without any obligation to account therefor. The Lenders and the Issuing Bank acknowledge that the Administrative Agent and its Affiliates have other lending and investment relationships with the Borrower Parties and their Affiliates and in the future may enter into additional such relationships.

Section 10.6 Responsibility of the Administrative Agent. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall be entitled to assume that no Default exists unless it has actual knowledge, or has been notified by any

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Borrower Party, of such fact, or has been notified by a Lender that such Lender considers that a Default exists, and such Lender shall specify in detail the nature thereof in writing. The Administrative Agent shall provide each Lender with copies of such documents received from any Borrower Party as such Lender may reasonably request.

Section 10.7 Action by Administrative Agent.

(a) The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless the Administrative Agent shall have been instructed by the Majority Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action. The Administrative Agent shall incur no liability under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances.

(b) The Administrative Agent shall not be liable to the Lenders and the Issuing Bank, or any of them, in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Lenders (or all Lenders if expressly required by Section 11.12), and any action taken or failure to act pursuant to such instructions shall be binding on all Lenders and the Issuing Bank.

Section 10.8 Notice of Default. In the event that any member of the Lender Group shall acquire actual knowledge, or shall have been notified in writing, of any Default, such member of the Lender Group shall promptly notify the other members of the Lender Group, and the Administrative Agent shall take such action and assert such rights under this Agreement as the Majority Lenders shall request in writing, and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request. If the Majority Lenders shall fail to request the Administrative Agent to take action or to assert rights under this Agreement in respect of any Default after their receipt of the notice of any Default from a member of the Lender Group, or shall request inconsistent action with respect to such Default, the Administrative Agent may, but shall not be required to, take such action and assert such rights (other than rights under Article 9) as it deems in its discretion to be advisable for the protection of the Lender Group, except that, if the Majority Lenders have instructed the Administrative Agent not to take such action or assert such right, in no event shall the Administrative Agent act contrary to such instructions.

Section 10.9 Responsibility Disclaimed. The Administrative Agent shall not be under any liability or responsibility whatsoever as Administrative Agent:

(a) To any Borrower Party or any other Person or entity as a consequence of any failure or delay in performance by or any breach by, any member of the Lender Group of any of its obligations under this Agreement;

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(b) To any Lender Group, or any of them, as a consequence of any failure or delay in performance by, or any breach by, any Borrower Party or any other obligor of any of its obligations under this Agreement or any other Loan Document; or

(c) To any Lender Group, or any of them, for any statements, representations, or warranties in this Agreement, or any other document contemplated by this Agreement or any information provided pursuant to this Agreement, any other Loan Document, or any other document contemplated by this Agreement, or for the validity, effectiveness, enforceability, or sufficiency of this Agreement, any other Loan Document, or any other document contemplated by this Agreement.

Section 10.10 Indemnification. The Lenders agree to indemnify (to the extent not reimbursed by the Borrowers) and hold harmless the Administrative Agent and each of its Affiliates, employees, representatives, officers and directors (each an “Administrative Agent Indemnified Person”) pro rata in accordance with their Aggregate Commitment Ratios from and against any and all claims, liabilities, investigations, losses, damages, actions, demands, penalties, judgments, suits, investigations, costs, expenses (including fees and expenses of experts, agents, consultants and counsel) and disbursements, in each case, of any kind or nature (whether or not an Administrative Agent Indemnified Person is a party to any such action, suit or investigation) whatsoever which may be imposed on, incurred by, or asserted against an Administrative Agent Indemnified Person resulting from any breach or alleged breach by the Borrower Parties of any representation or warranty made hereunder, or otherwise in any way relating to or arising out of the Revolving Loan Commitment, this Agreement, the other Loan Documents or any other document contemplated by this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document, or any other document contemplated by this Agreement (other than Bank Products Documents), the making, administration or enforcement of the Loan Documents and the Loans or any transaction contemplated hereby or any related matters unless, with respect to any of the above, such Administrative Agent Indemnified Person is determined by a final non-appealable judgment of a court of competent jurisdiction to have acted or failed to act with gross negligence or willful misconduct. This Section 10.10 is for the benefit of each Administrative Agent Indemnified Person and shall not in any way limit the obligations of the Borrower Parties under Section 6.18. The provisions of this Section 10.10 shall survive the termination of this Agreement.

Section 10.11 Credit Decision. Each member of the Lender Group represents and warrants to each other member of the Lender Group that:

(a) In making its decision to enter into this Agreement and to make its Advances it has independently taken whatever steps it considers necessary to evaluate the financial condition and affairs of the Borrower Parties and that it has made an independent credit judgment, and that it has not relied upon information provided by the Administrative Agent or any of its Affiliates;

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(b) So long as any portion of the Obligations remains outstanding, it will continue to make its own independent evaluation of the financial condition and affairs of the Borrower Parties; and

(c) Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower Parties which may come into the possession of any of the Administrative Agent or any Affiliates of the Administrative Agent.

Section 10.12 Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Administrative Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent (with the consent of the Administrative Borrower if no Event of Default then exists). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be any Lender or a Person organized under the laws of the US, a State or any political subdivision thereof which has combined capital and reserves in excess of $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties, and obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Article 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Section 10.13 Administrative Agent May File Proofs of Claim. The Administrative Agent may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent, its agents, financial advisors and counsel), the Lenders and the Issuing Bank allowed in any judicial proceedings relative to any Borrower Party, or any of their respective creditors or property, and shall be entitled and empowered to collect, receive and distribute any monies, securities or other property payable or deliverable on any such claims and any custodian in any such judicial proceedings is hereby authorized by each Lender and the Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent

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shall consent to the making of such payments directly to the Lenders and the Issuing Bank, to pay to the Administrative Agent any amount due to the Administrative Agent for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent, its agents, financial advisors and counsel, and any other amounts due the Administrative Agent under Section 11.2. Nothing contained in this Agreement or the Loan Documents shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting this Agreement, any Revolving Loan Notes, the Letters of Credit or the rights of any holder thereof, or to authorize the Administrative Agent to vote in respect of the claim of any Lender or the Issuing Bank in any such proceeding.

Section 10.14 Collateral. The Administrative Agent is hereby authorized to hold all Collateral pledged pursuant to any Loan Document and to act on behalf of the Lender Group, in its own capacity and through other agents appointed by it, under the Security Documents; provided, that the Administrative Agent shall not agree to the release of any Collateral except in accordance with the terms of this Agreement. The Lender Group acknowledges that the Loans, any Overadvances, all Obligations with respect to Bank Products Documents and all interest, fees and expenses hereunder constitute one Funded Debt, secured by all of the Collateral. The Administrative Agent hereby appoints each Lender and the Issuing Bank as its agent (and each Lender and the Issuing Bank hereby accepts such appointment) for the purpose of perfecting the Administrative Agent’s Liens in assets which, in accordance with the UCC, can be perfected by possession. Should any Lender or the Issuing Bank obtain possession of any such Collateral, subject to the limitations set forth in the Blocked Account Agreements, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions.

Section 10.15 Release of Collateral.

(a) Each Lender and the Issuing Bank hereby directs, in accordance with the terms of this Agreement, the Administrative Agent to release any Lien held by the Administrative Agent for the benefit of the Lender Group:

(i) against all of the Collateral, upon final and indefeasible payment in full of the Obligations and termination of the Revolving Loan Commitments; or

(ii) against any part of the Collateral sold, transferred or disposed of by the Borrower Parties if such sale, transfer or other disposition is permitted by Section 8.7 or is otherwise consented to by the requisite Lenders for such release as set forth in Section 11.12, as certified to the Administrative Agent by the Administrative Borrower in a certificate of an Authorized Signatory of the Administrative Borrower.

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(b) Each Lender and the Issuing Bank hereby directs the Administrative Agent to execute and deliver or file or authorize the filing of such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.15 promptly upon the effectiveness of any such release. Upon request by the Administrative Agent at any time, the Lenders and the Issuing Bank will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.15.

ARTICLE 11.

MISCELLANEOUS

Section 11.1 Notices.

(a) All notices and other communications under this Agreement shall be in writing and shall be deemed to have been given five (5) days after deposit in the mail, designated as certified mail, return receipt requested, postage-prepaid, or one (1) day after being entrusted to a reputable commercial overnight delivery service, or when delivered to the telegraph office or sent out (with receipt confirmed) by telex or telecopy (or to the extent specifically permitted under Section 11.1(c) only, when sent out by electronic means) addressed to the party to which such notice is directed at its address determined as in this Section 11.1. All notices and other communications under this Agreement shall be given to the parties hereto at the following addresses:

(i) If to any Borrower Party, to such Borrower Party in care of the Administrative Borrower at:


		Chico’s FAS, Inc. 11215 Metro Parkway Fort Myers, Florida 33966 Attn: Kent Kleeberger Telecopy No.: (239) 274-4622 Email: sandy.rhodes@chicos.com with a copy to: Gary I. Teblum Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A. 101 E. Kennedy Boulevard Suite 2700 Tampa, FL 33602 Telecopy: (813) 229-6553 Email: gteblum@trenam.com

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(b) All reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the administration of the transactions contemplated in this Agreement, the other Loan Documents and the Bank Products Documents, and the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by the Lenders relating to this Agreement, the other Loan Documents or the Bank Products Documents, including, but not limited to, all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with their periodic field audits, appraisals and examinations, a fee of $1,000 per day (as may be increased from time to time by the Administrative Agent), per auditor, plus reasonable out-of-pocket costs and expenses for each field audit or examination of a Borrower Party performed by personnel employed by the Administrative Agent, the reasonable fees and disbursements of counsel for the Administrative Agent;

(c) All out-of-pocket costs and expenses of the Administrative Agent, the Issuing Bank and any Lender in connection with any restructuring, refinancing, or “work out” of the transactions contemplated by this Agreement, and of obtaining performance under this Agreement, the other Loan Documents and the Bank Products Documents, and all out-of-pocket costs and expenses of collection if default is made in the payment of the Obligations, which in each case shall include fees and out-of-pocket expenses of counsel for the Administrative Agent, the Issuing Bank and any Lender, and the fees and out-of-pocket expenses of any experts of the Administrative Agent, or consultants of the Administrative Agent;

(d) All taxes, assessments, general or special, and other charges levied on, or assessed, placed or made against any of the Collateral, any Revolving Loan Notes or the Obligations; and

(e) All reasonable out-of-pocket costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder.

Section 11.3 Waivers. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents and the Bank Products Documents shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure or delay by the Lender Group, or any of them, or the Majority Lenders in exercising any right shall operate as a waiver of such right. The Lender Group expressly reserves the right to require strict compliance with the terms of this Agreement in connection with any funding of a request for an Advance. In the event the Lenders decide to fund a request for an Advance at a time when the Borrowers are not in strict compliance with the terms of this Agreement, such decision by the Lenders shall not be deemed to constitute an undertaking by the Lenders to fund any further requests for Advances or preclude the Lenders from exercising any rights available to the Lenders under the Loan Documents or at law or equity. Any waiver or indulgence granted by the Lenders or by the Majority Lenders shall not constitute a modification of this Agreement,

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except to the extent expressly provided in such waiver or indulgence, or constitute a course of dealing by the Lenders at variance with the terms of the Agreement such as to require further notice by the Lenders of the Lenders’ intent to require strict adherence to the terms of the Agreement in the future. Any such actions shall not in any way affect the ability of the Lenders, in their discretion, to exercise any rights available to them under this Agreement or under any other agreement, whether or not the Lenders are party, relating to the Borrowers.

Section 11.4 Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, except to the extent limited by Applicable Law, at any time that an Event of Default exists, each member of the Lender Group and each subsequent holder of the Obligations is hereby authorized by the Borrower Parties at any time or from time to time, without notice to the Borrower Parties or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, including, but not limited to, Funded Debt evidenced by certificates of deposit, in each case whether matured or unmatured, but not including any amounts held by any member of the Lender Group or any of its Affiliates in any escrow account) and any other Funded Debt at any time held or owing by any member of the Lender Group or any such holder to or for the credit or the account of any Borrower Party, against and on account of the obligations and liabilities of the Borrower Parties, to any member of the Lender Group or any such holder under this Agreement, any Revolving Loan Notes, any other Loan Document and any Bank Products Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, any Revolving Loan Notes, any other Loan Document or any Bank Products Document, irrespective of whether or not (a) the Lender Group shall have made any demand hereunder or (b) the Lender Group shall have declared the principal of and interest on the Loans and any Revolving Loan Notes and other amounts due hereunder to be due and payable as permitted by Section 9.2 and although said obligations and liabilities, or any of them, shall be contingent or unmatured. Any sums obtained by any member of the Lender Group or by any subsequent holder of the Obligations shall be subject to the application of payments provisions of Article 2.

Section 11.5 Assignment.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Affiliates

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of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender (and any Lender that is an Issuing Bank) may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its portion of the Revolving Loan Commitment and the Loans at the time owing to it and, if applicable, all or a portion of its portion of the Letter of Credit Commitment and excluding rights and obligations with respect to Bank Products Documents); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s portion of the Revolving Loan Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Loan Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent), shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Default exists, the Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), and (ii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.5(c), from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.8(b), 2.9, 6.18, 12.3 and 12.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the portion of the Revolving Loan Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for

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all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its portion of the Revolving Loan Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers and the Lender Group shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.12(a)(i) that affects such Participant. Subject to paragraph (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.8(b), 2.9, 6.18 and 12.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.5(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.8(b) as though it were a Lender.

(e) A Participant shall not be entitled to receive any greater payment under Section 2.8(b) or Section 12.3 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Administrative Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.8(b) unless the Administrative Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.8(b) as though it were a Lender.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation (i) any pledge or assignment to secure obligations to a Federal Reserve Bank and (ii) in the case of any Lender that is a Fund, any pledge or assignment of all or any portion of such Lender’s rights under this Agreement to any holders of obligations owed, or securities issued, by such Lender as security for such obligations or securities, or to any trustee for, or any other representative of, such holders, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender

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from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 11.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

Section 11.7 Under Seal; Governing Law. This Agreement and the other Loan Documents are intended to take effect as sealed instruments and shall be construed in accordance with and governed by the laws of the State of Georgia, without regard to the conflict of laws principles thereof, except to the extent otherwise provided in the Loan Documents.

Section 11.8 Severability. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 11.9 Headings. Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

Section 11.10 Source of Funds. Notwithstanding the use by the Lenders of the Base Rate and the Eurodollar Rate as reference rates for the determination of interest on the Loans, the Lenders shall be under no obligation to obtain funds from any particular source in order to charge interest to the Borrowers at interest rates tied to such reference rates.

Section 11.11 Entire Agreement. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Each Borrower Party represents and warrants to the Lender Group that it has read the provisions of this Section 11.11 and discussed the provisions of this Section 11.11 and the rest of this Agreement with counsel for such Borrower Party, and such Borrower Party acknowledges and agrees that the Lender Group is expressly relying upon such representations and warranties of such Borrower Party (as well as the other representations and warranties of such Borrower Party set forth in this Agreement and the other Loan Documents) in entering into this Agreement.

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Section 11.12 Amendments and Waivers.

(a) Neither this Agreement, any other Loan Document nor any term hereof or thereof may be amended orally, nor may any provision hereof be waived orally but only by an instrument in writing signed by the Majority Lenders, or in the case of Loan Documents executed by the Administrative Agent (and not the other members of the Lender Group), signed by the Administrative Agent and approved by the Majority Lenders and, in the case of an amendment, also by the Borrowers, except that: (i) the consent of each of the Lenders and, in the case of an amendment, the Borrowers, shall be required for (A) any sale or release of, or the subordination of the Administrative Agent’s security interest in, any material Collateral except in conjunction with sales or transfers of Collateral permitted hereunder, (B) except in conjunction with transactions permitted hereunder, any release of any guarantor of the Obligations, (C) any extensions, postponements or delays of the Maturity Date or the scheduled date of payment of interest or principal or fees, or any reduction of principal (without a corresponding payment with respect thereto), or reduction in the rate of interest or fees due to the Lenders hereunder or under any other Loan Documents, (D) any amendment of this Section 11.12 or of the definition of “Majority Lenders” or any other provision of the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (E) any amendment increasing the Revolving Loan Commitment (it being understood and agreed that a waiver of any Default or Event of Default or modification of any of the defined terms contained herein (other than those defined terms specifically addressed in this Section 11.12) shall not constitute a change in the terms of the Revolving Loan Commitments of any Lender); (F) any amendment increasing the amounts or percentages set forth in the definition of “Borrowing Base” and the defined terms used therein; (G) any amendment to the definition of “Availability” and the defined terms used therein; and (H) any amendment to Section 2.11; (ii) the consent of the Administrative Agent, the Majority Lenders and the Borrowers shall be required for any amendment to Section 2.1(f) or Article 10; (iii) the consent of the Issuing Bank, the Majority Lenders and the Borrowers shall be required for any amendment to Section 2.1(c) or 2.15 or the definition of “Letter of Credit Commitment”; (iv) the consent of the Guarantors and the Majority Lenders shall be required for any amendment to Article 3; (v) the consent of the Swing Bank, the Majority Lenders and the Borrowers shall be required for any amendment to Section 2.1(d) or Section 2.2(g); (vi) the consent of the Administrative Agent only shall be required to amend Schedule 1(a) to reflect assignments of the Revolving Loan Commitments and Loans in accordance with this Agreement. In addition to the required consents set forth above, if SunTrust Bank or any Affiliate thereof has entered into a Lender Hedge Agreement with any Borrower Party and SunTrust Bank is no longer the Administrative Agent or a Lender, the consent of SunTrust Bank or such Affiliate shall be required for any amendment to Section 2.11 or any amendment described in clause (i)(A) above. Any amendment, modification, waiver, consent, termination or release of any Bank Products Documents may be effected by the parties thereto without the consent of the Lender Group.

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(b) Each Lender grants to the Administrative Agent the right to purchase all (but not less than all) of such Lender’s portion of the Revolving Loan Commitment, portion of the Letter of Credit Commitment, the Loans and Letter of Credit Obligations owing to it and any Revolving Loan Notes held by it and all of its rights and obligations hereunder and under the other Loan Documents at a price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus the amount necessary to cash collateralize any Letters of Credit issued by such Lender, which right may be exercised by the Administrative Agent if such Lender refuses to execute any amendment, waiver or consent which requires the written consent of all of the Lenders and to which the Majority Lenders, the Administrative Agent and the Borrowers have agreed. Each Lender agrees that if the Administrative Agent exercises its option hereunder, it shall promptly execute and deliver an Assignment and Acceptance and other agreements and documentation necessary to effectuate such assignment. The Administrative Agent may assign its purchase rights hereunder to any assignee if such assignment complies with the requirements of Section 11.5(b).

(c) If any fees are paid to the Lenders as consideration for amendments, waivers or consents with respect to this Agreement, at Administrative Agent’s election, such fees may be paid only to those Lenders that agree to such amendments, waivers or consents within the time specified for submission thereof.

Section 11.13 Other Relationships. No relationship created hereunder or under any other Loan Document shall in any way affect the ability of any member of the Lender Group to enter into or maintain business relationships with the Borrowers, or any of its Affiliates, beyond the relationships specifically contemplated by this Agreement and the other Loan Documents.

Section 11.14 Pronouns. The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

Section 11.15 Disclosure. The Borrower Parties agree that the Administrative Agent, and the Administrative Agent agrees that the Borrower Parties, shall each have the right, with the consent of the other (such consent not to be unreasonably withheld), to issue press releases regarding the making of the Loans and the issuance and the Revolving Loan Commitment to the Borrowers pursuant to the terms of this Agreement.

Section 11.16 Replacement of Lender. In the event that a Replacement Event occurs and is continuing with respect to any Lender, the Administrative Borrower may designate another financial institution (such financial institution being herein called a “Replacement Lender”) acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of any Borrower, to assume such Lender’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and

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such Lender’s rights hereunder and (if such Lender is the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Section 11.17 Confidentiality. No member of the Lender Group shall disclose any non-public confidential information regarding the Borrower Parties (“Confidential Information”) to any other Person without the consent of the Administrative Borrower, other than (i) to such member of the Lender Group’s Affiliates and their officers, directors, employees, agents and advisors, to other members of the Lender Group and, as contemplated by Section 11.5, to actual or prospective assignees and participants, and then only on a confidential basis, (ii) as required by any law, rule or regulation or judicial process, (iii) to any rating agency when required by it, provided, that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Borrower Parties received by it from such member of the Lender Group, (iv) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking, and (v) in connection with the exercise of any remedy hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder.

Section 11.18 Revival and Reinstatement of Obligations. If the incurrence or payment of the Obligations by any Borrower or any Guarantor, or the transfer to the Lender Group of any property, should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences or other voidable or recoverable payments of money or transfers of property (collectively, a

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“Voidable Transfer”), and if the Lender Group, or any of them, is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group, or any of them, is required or elects to repay or restore, and as to all reasonable costs, expenses and attorneys fees of the Lender Group related thereto, the liability of the Borrowers or such Guarantor, as applicable, automatically shall be revived, reinstated and restored and shall exist as though such Voidable Transfer had never been made.

Section 11.19 Electronic Transmissions. (a) Authorization. Subject to the provisions of this Section 11.19(a), each of the Administrative Agent, the Borrowers, the Lenders, the Issuing Bank and each of their Affiliates is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each of the Borrowers and the other Borrower Parties hereby acknowledges and agrees, and each of the Borrowers and the other Borrower Parties shall cause each of their Subsidiaries to acknowledge and agree, that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b) Separate Agreements. All uses of an E-System shall be governed by and subject to, in addition to the terms and conditions of this Agreement, separate terms and conditions posted or referenced in such E-System and related contractual obligations executed by Borrower Parties or the members of the Lender Group in connection with the use of such E-System.

(c) Limitation of Liability. All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”. None of Administrative Agent or any of its Affiliates warrants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each disclaims all liability for errors or omissions therein. No warranty of any kind is made by the Administrative Agent or any of its Affiliates in connection with any E-Systems or Electronic Transmission, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects. Each of the Borrowers and the other Borrower Parties agrees that the Administrative Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

ARTICLE 12.

YIELD PROTECTION

Section 12.1 Eurodollar Rate Basis Determination. Notwithstanding anything contained herein which may be construed to the contrary, if with respect to any proposed

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Eurodollar Advance for any Eurodollar Advance Period, the Administrative Agent determines that deposits in Dollars (in the applicable amount) are not being offered to leading banks in the London interbank market for such Eurodollar Advance Period, the Administrative Agent shall forthwith give notice thereof to the Administrative Borrower and the Lenders, whereupon until the Administrative Agent notifies the Administrative Borrower that the circumstances giving rise to such situation no longer exist, the obligations of the Lenders to make Eurodollar Advances shall be suspended.

Section 12.2 Illegality. If any change in Applicable Law, any change in the interpretation or administration of any Applicable Law by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any change in compliance with Applicable Law as a result of compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency after the Agreement Date, shall make it unlawful for any Lender to make, maintain, or fund its Eurodollar Advances, such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Administrative Borrower. Before giving any notice to the Administrative Agent pursuant to this Section 12.2, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2, the Borrowers shall repay in full the then outstanding principal amount of each affected Eurodollar Advance of such Lender, together with accrued interest thereon, either (a) on the last day of the then current Eurodollar Advance Period applicable to such Eurodollar Advance if such Lender may lawfully continue to maintain and fund such Eurodollar Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain such Eurodollar Advance to such day. Concurrently with repaying each affected Eurodollar Advance of such Lender, notwithstanding anything contained in Article 2, the Borrowers shall borrow a Base Rate Advance from such Lender, and such Lender shall make such Advance in an amount such that the outstanding principal amount of the Revolving Loans held by such Lender shall equal the outstanding principal amount of such Revolving Loans immediately prior to such repayment.

Section 12.3 Increased Costs.

(a) If any change in Applicable Law, any change in the interpretation or administration of any Applicable Law by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof or any change in compliance with Applicable Law as a result of any request or directive (whether or not having the force of law) of such Governmental Authority, central bank, or comparable agency after the Agreement Date:

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(i) Shall subject any Lender to any tax, duty, or other charge with respect to its obligation to make Eurodollar Advances, or its Eurodollar Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its Eurodollar Advances or in respect of any other amounts due under this Agreement in respect of its Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender);

(ii) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, assessment, or other requirement or condition against assets of, deposits (other than as described in Section 12.5) with or for the account of, or commitments or credit extended by any Lender, or shall impose on any Lender or the eurodollar interbank borrowing market any other condition affecting its obligation to make such Eurodollar Advances or its Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any such Eurodollar Advances, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under any Revolving Loan Notes with respect thereto, and such increase is not given effect in the determination of the Eurodollar Rate;

(iii) Shall subject the Issuing Bank or any Lender to any tax, duty or other charge with respect to the obligation to issue Letters of Credit, maintain Letters of Credit or participate in Letters of Credit, or shall change the basis of taxation of payments to the Issuing Bank or any Lender in respect of amounts drawn under Letters of Credit or in respect of any other amounts due under this Agreement in respect of Letters of Credit or the obligation of the Issuing Bank to issue Letters of Credit or maintain Letters of Credit or the obligation of the Lenders to participate in Letters of Credit (except for changes in the rate of tax on the overall net income of the Issuing Bank or any Lender); or

(iv) Shall impose, modify, or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit, assessment, or other requirement or condition against assets of, deposits (other than as described in Section 12.5) with or for the account of, or commitments or credit extended by the Issuing Bank, or shall impose on the Issuing Bank or any Lender any other condition affecting the obligation to issue Letters of Credit, maintain Letters of Credit or participate in Letters of Credit; and the result of any of the foregoing is to increase the cost to the Issuing Bank or any Lender of issuing, maintaining or participating in any such Letters of Credit or to reduce the amount of any sum received or receivable by the Issuing Bank or any Lender under this Agreement with respect thereto,

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then promptly upon demand by such Lender or Issuing Bank, the Borrowers agree to pay, without duplication of amounts due under Section 2.8(b), to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such increased costs. Each Lender or Issuing Bank will promptly notify the Administrative Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or the Issuing Bank to compensation pursuant to this Section 12.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender or the Issuing Bank, be otherwise disadvantageous to such Lender or the Issuing Bank.

(b) A certificate of any Lender or the Issuing Bank claiming compensation under this Section 12.3 and setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor shall be conclusive in the absence of manifest error. In determining such amount, such Lender or the Issuing Bank may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 12.3, the Borrowers may at any time, upon at least five (5) Business Days’ prior notice to such Lender, prepay in full the then outstanding affected Eurodollar Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any reimbursement required under Section 2.9. Concurrently with prepaying such Eurodollar Advances, the Borrowers shall borrow a Base Rate Advance, or a Eurodollar Advance not so affected, from such Lender, and such Lender shall make such Advance in an amount such that the outstanding principal amount of the Revolving Loans held by such Lender shall equal the outstanding principal amount of such Revolving Loans immediately prior to such prepayment.

Section 12.4 Effect On Other Advances. If notice has been given pursuant to Sections 12.1, 12.2 or 12.3 suspending the obligation of any Lender to make any, or requiring Eurodollar Advances of any Lender to be repaid or prepaid, then, unless and until such Lender (or, in the case of Section 12.1, the Administrative Agent) notifies the Administrative Borrower that the circumstances giving rise to such repayment no longer apply, all Advances which would otherwise be made by such Lender as to the Eurodollar Advances affected shall, at the option of the Administrative Borrower, be made instead as Base Rate Advances.

Section 12.5 Capital Adequacy. If after the Agreement Date, any Lender or Issuing Bank (or any Affiliate of the foregoing) shall have reasonably determined that the adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (but

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only if such adoption, change, request or directive occurs after the Agreement Date), has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of such Lender’s or Issuing Bank’s Revolving Loan Commitment or obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon demand by such Lender or Issuing Bank, the Borrowers shall immediately pay to such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive.

ARTICLE 13.

JURISDICTION, VENUE AND WAIVER OF JURY TRIAL

Section 13.1 Jurisdiction and Service of Process. FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH RESPECT TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY BANK PRODUCTS DOCUMENT, EACH BORROWER PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF GEORGIA AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS AUTHORIZED AGENT FOR SERVICE OF PROCESS IN THE STATE OF GEORGIA, THE ADMINISTRATIVE BORROWER, OR SUCH OTHER PERSON AS SUCH BORROWER PARTY SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT. THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. THE LENDER GROUP SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF EACH BORROWER PARTY AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH BORROWER PARTY SERVICE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF GEORGIA, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON SUCH BORROWER PARTY SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO SUCH BORROWER PARTY; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO BE MADE WHEN PERSONALLY DELIVERED OR THREE (3) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH AUTHORIZED

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AGENT. EACH BORROWER PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL TO SUCH BORROWER PARTY AT THE ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH MAILING. IN THE EVENT THAT, FOR ANY REASON, SUCH AGENT OR ITS SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF EACH BORROWER PARTY TO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA, EACH BORROWER PARTY SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES EACH BORROWER PARTY WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA ON BEHALF OF SUCH BORROWER PARTY WITH RESPECT TO THIS AGREEMENT, ALL OTHER LOAN DOCUMENTS AND THE BANK PRODUCTS DOCUMENTS. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW.

Section 13.2 Consent to Venue. EACH BORROWER PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION IT WOULD MAKE NOW OR HEREAFTER FOR THE LAYING OF VENUE OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY BANK PRODUCTS DOCUMENT BROUGHT IN THE FEDERAL COURTS OF THE UNITED STATES SITTING IN FULTON COUNTY, GEORGIA, AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 13.3 Waiver of Jury Trial. EACH BORROWER PARTY AND EACH MEMBER OF THE LENDER GROUP TO THE EXTENT PERMITTED BY APPLICABLE LAW WAIVES, AND OTHERWISE AGREES NOT TO REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION, PROCEEDING OR COUNTERCLAIM OF ANY TYPE IN WHICH ANY BORROWER PARTY, ANY MEMBER OF THE LENDER GROUP OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE BANK PRODUCTS DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS ARTICLE 13.

Section 13.4 The Administrative Borrower. Each Borrower hereby irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has

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been appointed the Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide the Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.

Section 13.5 All Obligations to Constitute Joint and Several Obligations.

(a) All Obligations shall constitute joint and several obligations of the Borrowers and shall be secured by the Administrative Agent’s Lien upon all of the Collateral, and by all other Liens heretofore, now or at any time hereafter granted by each Borrower to the Administrative Agent, for the benefit of the Lender Group, to the extent provided in the Loan Documents or Bank Product Documents under which such Lien arises. Each Borrower expressly represents and acknowledges that it is part of a common enterprise with the other Borrowers and that any financial accommodations by the Administrative Agent, and the other members of the Lender Group to any other Borrower hereunder and under the other Loan Documents and the Bank Product Documents are and will be of direct and indirect interest, benefit and advantage to all Borrowers. Each Borrower acknowledges that any Request for Advance, Notice of Conversion/Continuation, Notice of Requested Commitment Increase, Request for Issuance of Letter of Credit or other notice or request given by any Borrower (including the Administrative Borrower) to the Administrative Agent shall bind all Borrowers, and that any notice given by the Administrative Agent or any other member of the Lender Group to any Borrower shall be effective with respect to all Borrowers. Each Borrower acknowledges and agrees that each Borrower shall be liable, on a joint and several basis, for all of the Loans and other Obligations, regardless of which Borrower actually may have received the proceeds of any of the Loans or other extensions of credit or have had Letters of Credit issued hereunder or the amount of such Loans received, Letters of Credit issued or the manner in which the Administrative Agent or any other member of the Lender Group accounts among the Borrowers for such Loans, Letters of Credit or other extensions of credit on its books and records, and further acknowledges and agrees that Loans and other extensions of credit to any Borrower inure to the mutual benefit of all of the Borrowers and that the Administrative Agent and the other members of the Lender Group are relying on the joint and several liability of the Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower shall be entitled to subrogation and contribution rights from and against the other Borrowers to the extent any Borrower is required to pay to any member of the Lender Group any amount in excess of the Loans advanced directly to, or other Obligations incurred directly by, such Borrower or as otherwise available under Applicable Law; provided, however, that such subrogation and contribution rights are and shall be subject to the terms and conditions of this Section 13.5.

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(b) In the event any Borrower Party (a “Funding Borrower Party”) shall make any payment or payments under this Agreement or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, such Funding Borrower Party shall have the right to seek contribution payments from each other Borrower Party (each, a “Contributing Borrower Party”) to the extent permitted by Applicable Law. Nothing in this Section 13.5(b) shall affect any Borrower Party’s joint and several liability to the Lender Group for the entire amount of its Obligations. Each Borrower Party covenants and agrees that (i) its right to receive any contribution hereunder from a Contributing Borrower Party shall be subordinate and junior in right of payment to all obligations of the Borrower Parties to the Lender Group hereunder and (ii) it shall not exercise any such contribution rights unless and until the Obligations shall have been paid in full in cash (or, with respect to Letters of Credit, cash collateralized or supported by a letter of credit) and the Revolving Loan Commitments terminated.

(c) Nothing in this Section 13.5 shall affect any Borrower’s joint and several liability to the Lender Group for the entire amount of its Obligations. Each Borrower Party covenants and agrees that its right to receive any contribution hereunder from a contributing Borrower Party shall be subordinate and junior in right of payment to all Obligations of the Borrowers to the Lender Group hereunder. No Borrower Party will exercise any rights that it may acquire by way of subrogation hereunder or under any other Loan Document or any Bank Product Document or at law by any payment made hereunder or otherwise, nor shall any Borrower Party seek or be entitled to seek any contribution or reimbursement from any other Borrower Party in respect of payments made by such Borrower Party hereunder or under any other Loan Document or under any Bank Product Document, until all amounts owing to the Lender Group on account of the Obligations are paid in full in cash (or, with respect to Letters of Credit, are either cash collateralized or supported by a letter of credit) and the Revolving Loan Commitments are terminated. If any amounts shall be paid to any Borrower Party on account of such subrogation or contribution rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Borrower Party in trust for the Lender Group segregated from other funds of such Borrower Party, and shall, forthwith upon receipt by such Borrower Party, be turned over to the Administrative Agent in the exact form received by such Borrower Party (duly endorsed by such Borrower Party to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, as provided for herein.

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EXHIBIT A

FORM OF ASSIGNMENT AND ACCEPTANCE

Reference is made to that certain Credit Agreement, dated as of November 24, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among CHICO’S FAS, INC., a Florida corporation (“Parent”), WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“WHBM”), CHICO’S RETAIL SERVICES, INC., a Florida corporation (“Chico’s Retail”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company (“Chico’s Distribution”), SOMA INTIMATES, LLC, a Florida limited liability company (“Soma”; Parent, WHBM, Chico’s Retail, Chico’s Distribution and Soma are referred to herein each individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party thereto from time to time as Guarantors (if any), the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, and SUNTRUST BANK, as the administrative agent (the “Administrative Agent”).

The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows:

1. The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignment, the Assignee’s Revolving Loan Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1.

2. The Assignor (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim, (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto, and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto.

3. The Assignee (a) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (b) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (c) confirms that it

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is an Eligible Assignee, (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto, (e) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender, and (f) attaches any U.S. Internal Revenue Service forms required under Section 2.8(b)(v) of the Credit Agreement.

4. Following the execution hereof, the Assignor and the Assignee shall deliver this Assignment and Acceptance, along with (a) a processing and recordation fee of $3,500 payable by the Assignee to the Administrative Agent and (b) if the Assignee is not a Lender, a completed Administrative Questionnaire, for acceptance and recording by the Administrative Agent. Unless otherwise indicated on Schedule 1, the effective date for this Assignment and Acceptance (the “Effective Date”) shall be the date of acceptance hereof by the Administrative Agent.

5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance and the Credit Agreement, shall have the rights and obligations of a Lender thereunder, and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance and the Credit Agreement, relinquish its rights and be released from its obligations under the Credit Agreement.

6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.

7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of Georgia.

8. This Assignment and Acceptance may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same agreement. In proving this Assignment and Acceptance in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by other electronic transmission shall be deemed an original signature hereto.

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EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

The undersigned hereby certifies that he or she is an Authorized Signatory of CHICO’S FAS, INC., a Florida corporation (the “Administrative Borrower”). In connection with that certain Credit Agreement, dated as of November 24, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement), by and among the Administrative Borrower, WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“WHBM”), CHICO’S RETAIL SERVICES, INC., a Florida corporation (“Chico’s Retail”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company (“Chico’s Distribution”), SOMA INTIMATES, LLC, a Florida limited liability company (“Soma”; Administrative Borrower, WHBM, Chico’s Retail, Chico’s Distribution and Soma are referred to herein each individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party thereto from time to time as Guarantors (if any), the financial institutions party thereto from time to time as lenders (the “Lenders”), SunTrust Bank, as the Issuing Bank, and SunTrust Bank, as the administrative agent (the “Administrative Agent”), the undersigned does hereby further certify that:

	1.		To the extent applicable, true and correct calculations demonstrating compliance with Section 8.10 of the Credit Agreement for the quarter ended [DATE] are set forth on Schedule 1 attached hereto;

	2.		No material change in GAAP or the application thereof has occurred since the date of the Borrower Parties’ audited financial statements delivered on the Agreement Date for the fiscal year ended February 2, 2008 [, except as set forth on Schedule 2 (which schedule describes the effect of such change on the financial statements accompanying this Compliance Certificate)]; and

	3.		To the best of my knowledge, no Default or Event of Default has occurred during the period ended , 20 [, except as described on Schedule 3 attached hereto (which Schedule describes the nature of such Default/Event of Default and when it occurred and whether it is continuing].

[Remainder of Page Intentionally Left Blank]

, 20

EXHIBIT D

FORM OF NOTICE OF CONVERSION/CONTINUATION

I, , the and an Authorized Signatory of CHICO’S FAS, INC., a Florida corporation (the “Administrative Borrower”), do hereby certify pursuant to the provisions of that certain Credit Agreement, dated as of November 24, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement), by and among the Administrative Borrower, WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“WHBM”), CHICO’S RETAIL SERVICES, INC., a Florida corporation (“Chico’s Retail”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company (“Chico’s Distribution”), SOMA INTIMATES, LLC, a Florida limited liability company (“Soma”; Administrative Borrower, WHBM, Chico’s Retail, Chico’s Distribution and Soma are referred to herein each individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party thereto from time to time as Guarantors (if any), the financial institutions party thereto from time to time as lenders (the “Lenders”), SunTrust Bank, as the Issuing Bank, and SunTrust Bank, as the administrative agent (the “Administrative Agent”), that, with respect to the existing outstanding [Base Rate / Eurodollar] Advance under the Revolving Loan Commitment in the original principal amount of $ [ ],

(a) that such [Base Rate / Eurodollar] Advance be converted or continued as follows:

(i) $[ ] of such amount shall be converted to a Base Rate Advance, effective [ , ] [DATE];

(ii) $[ ] of such amount shall be [converted to /continued as] a Eurodollar Advance with a Eurodollar Advance Period of [ ] months, effective [ , ] [DATE];

(iii) $[ ] of such amount shall be repaid on [ , ] [DATE];

(b) after giving effect to the foregoing, the number of Eurodollar Advances outstanding shall not exceed five (5); and

The foregoing instructions shall be irrevocable. This Notice of Conversion/Continuation shall be a Loan Document for all purposes.

EXHIBIT E

FORM OF REQUEST FOR ADVANCE

I, , the and an Authorized Signatory of CHICO’S FAS, INC., a Florida corporation (the “Administrative Borrower”), do hereby certify, on behalf of the Borrowers, pursuant to the provisions of that certain Credit Agreement, dated as of November 24, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement), by and among the Administrative Borrower, WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“WHBM”), CHICO’S RETAIL SERVICES, INC., a Florida corporation (“Chico’s Retail”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company (“Chico’s Distribution”), SOMA INTIMATES, LLC, a Florida limited liability company (“Soma”; Administrative Borrower, WHBM, Chico’s Retail, Chico’s Distribution and Soma are referred to herein each individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party thereto from time to time as Guarantors (if any), the financial institutions party thereto from time to time as lenders (the “Lenders”), SunTrust Bank, as the Issuing Bank, and SunTrust Bank, as the administrative agent (the “Administrative Agent”), that:

1. The Administrative Borrower hereby requests [a Eurodollar Advance in the amount of $[ ] with a Eurodollar Advance Period of [ months / a Base Rate Advance in the amount of $[ ] to be made on , 20___], under the Revolving Loan Commitment. The proceeds of the Advance should be wired on behalf of the Borrowers as set forth below. The foregoing instructions shall be irrevocable.

Bank Name:
Bank Address:
ABA#:
Account Name:
Account Number:
Federal Tax I.D. #:

2. After giving effect to the foregoing, the number of Eurodollar Advances outstanding shall not exceed five (5).

3. Except as disclosed in writing to the Administrative Agent, all representations and warranties of the Borrower Parties made in the Credit Agreement and the other Loan Documents, which, pursuant to Section 5.4 of the Credit Agreement, are made at and as of the time of the Advance requested hereby, are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, both before and immediately after giving effect to the application of the proceeds of the Advance in connection with which this Request for Advance is given,

EXHIBIT F

FORM OF REQUEST FOR ISSUANCE OF LETTER OF CREDIT

1. [The Administrative Borrower hereby requests that , as an Issuing Bank, issue a Letter of Credit under the Letter of Credit Commitment in the amount of $[ ] to be issued on [ , 20 ___,] (the “Issuance Date”) for the account of [APPLICABLE BORROWER PARTY] and for the benefit of [ ] (the “Beneficiary”) to expire on [ ].]

2. The Letter of Credit requested hereby is for the following purpose:

3. As of the Issuance Date, the Available Letter of Credit Amount is at least $[___] which is sufficient to cover the issuance of the Letter of Credit requested hereby.

4. Except as disclosed in writing to the Administrative Agent, all written representations and warranties of the Borrower Parties made in the Credit Agreement and other Loan Documents, which, pursuant to Section 5.4 thereof, are made at and as of the time of the issuance of the Letter of Credit, are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, both before and immediately after giving effect to the issuance of the Letter of Credit in connection with which this Request for Issuance of Letter of Credit is given, and all applicable conditions set forth in

EXHIBIT G

FORM OF REVOLVING LOAN NOTE

US $[ ] [DATE]

FOR VALUE RECEIVED, the undersigned, CHICO’S FAS, INC., a Florida corporation (“Parent”), WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“WHBM”), CHICO’S RETAIL SERVICES, INC., a Florida corporation (“Chico’s Retail”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company (“Chico’s Distribution”), SOMA INTIMATES, LLC, a Florida limited liability company (“Soma”; Parent, WHBM, Chico’s Retail, Chico’s Distribution and Soma are referred to herein each individually as a “Borrower” and, collectively, as the “Borrowers”), hereby, jointly and severally, promise to pay to the order of [ ] (hereinafter, together with its successors and assigns, the “Lender”), at the office of the Administrative Agent (as defined below), in immediately available funds, the principal sum of [ and ___/100s DOLLARS ($ )] of United States funds, or, if less, so much thereof as may from time to time be advanced and outstanding as Revolving Loans by the Lender to the Borrowers hereunder, plus interest as hereinafter provided. Such Advances of Revolving Loans may be endorsed from time to time on the grid attached hereto, but the failure to make such notations shall not affect the validity of any of the Borrowers’ obligations to repay unpaid principal and interest hereunder.

This Note is one of the Revolving Loan Notes referred to in that certain Credit Agreement dated as of November 24, 2008 by and among the Borrowers, the Persons party thereto from time to time as Guarantors (if any), SunTrust Bank, as the Issuing Bank, the financial institutions party thereto from time to time as lenders (the “Lenders”) and SunTrust Bank, as the administrative agent (the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement except to the extent such capitalized terms are otherwise defined or limited herein.

All principal amounts and other Obligations then outstanding hereunder shall be due and payable in full on the Maturity Date, or such earlier date as the Revolving Loans shall be due and payable in full, whether by acceleration or otherwise, pursuant to the Credit Agreement. The Borrowers also shall repay the principal outstanding hereunder from time to time as provided in the Credit Agreement.

The Borrowers shall be entitled to borrow, repay and re-borrow funds hereunder pursuant to the terms and conditions of the Credit Agreement. Prepayment of the principal amount of any Revolving Loan may be made only as provided in the Credit Agreement.

The Borrowers hereby, jointly and severally, promise to pay interest on the unpaid principal amount hereof as provided in Article 2 of the Credit Agreement. Interest under this Note also shall be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or otherwise). Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s discretion or upon the request of the Majority

Lenders, the Obligations shall bear interest payable at the Default Rate in the manner and at the times provided in the Credit Agreement.

In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by Applicable Law, and in the event any such payment is inadvertently made by the Borrowers or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrowers shall notify the Lender in writing that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrowers not pay, and the Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may legally be paid by the Borrowers under Applicable Law.

The Borrowers hereby waive presentment for payment, demand, notice of non-payment or dishonor, protest, notice of protest and notice of any other kind whatsoever not expressly provided for in the Credit Agreement or any other Loan Document.

No delay or omission on the part of the Lender or any holder hereof in exercising its rights under this Note, or delay or omission on the part of the Lender, the Administrative Agent, the Majority Lenders or the Lender Group, or any of them, in exercising its or their rights under the Credit Agreement or under any other Loan Document, or course of conduct relating thereto, shall operate as a waiver of such rights or any other right of the Lender or any holder hereof, nor shall any waiver by the Lender, the Administrative Agent, the Majority Lenders or the Lender Group, or any of them, or any holder hereof, of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion.

The Borrowers hereby, jointly and severally, promise to pay all costs of collection, including, without limitation, reasonable attorneys’ fees, should this Note be collected by or through an attorney-at-law or under advice therefrom.

Time is of the essence in this Note.

This Note evidences the Lender’s portion of the Revolving Loans under, and is entitled to the benefits and subject to the terms of, the Credit Agreement, which contains provisions with respect to the acceleration of the maturity of this Note upon the happening of certain stated events, and provisions for prepayment and repayment. This Note is secured by and is also entitled to the benefits of the Loan Documents to the extent provided therein and any other agreement or instrument providing collateral for the Revolving Loans, whether now or hereafter in existence, and any filings, instruments, agreements and documents relating thereto and providing collateral for the Revolving Loans.

This Note shall be construed in accordance with and governed by the laws of the State of Georgia, without regard to the conflict of laws principles thereof.

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EXHIBIT H

FORM OF GUARANTY SUPPLEMENT

Reference is made to that certain Credit Agreement, dated as of November 24, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement), by and among CHICO’S FAS, INC., a Florida corporation (“Parent”), WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“WHBM”), CHICO’S RETAIL SERVICES, INC., a Florida corporation (“Chico’s Retail”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company (“Chico’s Distribution”), SOMA INTIMATES, LLC, a Florida limited liability company (“Soma”; Parent, WHBM, Chico’s Retail, Chico’s Distribution and Soma are referred to herein each individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party thereto from time to time as Guarantors (if any), SunTrust Bank, as Issuing Bank, the financial institutions party thereto from time to time as lenders (the “Lenders”), and SunTrust Bank, as the administrative agent (the “Administrative Agent”).

Whereas, pursuant to Section 6.20 of the Credit Agreement, a new Subsidiary (whether by acquisition, creation or designation) of any Borrower and Immaterial Subsidiaries that no longer satisfies the requirements of the definition of “Immaterial Subsidiary” are required to join the Credit Agreement as a Guarantor and become a Borrower Party by executing and delivering in favor of the Administrative Agent this Guaranty Supplement. Upon the execution and delivery of this Guaranty Supplement by such Subsidiary, such Subsidiary shall become a Guarantor of the Obligations and become a Borrower Party under the Credit Agreement with the same force and effect as if originally named as a Guarantor therein.

The undersigned (the “New Guarantor”) hereby agrees as follows:

1. In accordance with Section 6.20 of the Credit Agreement, the New Guarantor, by its signature below, becomes a “Guarantor” and a “Borrower Party” under the Credit Agreement with the same force and effect as if originally named therein as a “Guarantor” and as a “Borrower Party”, and the New Guarantor hereby agrees to all of the terms and provisions of the Credit Agreement applicable to it as a “Guarantor” and as a “Borrower Party” thereunder. In furtherance of the foregoing, the New Guarantor, as security for the payment and performance in full of the Obligations, does hereby guarantee, subject to the limitations set forth in Section 3.1(g) of the Credit Agreement, to the Administrative Agent, for the benefit of the Lender Group, the full and prompt payment of the Obligations, including, without limitation, any interest thereon (including, without limitation, interest, as provided in the Credit Agreement, accruing after the filing of a petition initiating any Insolvency Proceedings, whether or not such interest accrues or is recoverable against the Borrowers after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), plus reasonable attorneys’ fees and expenses if the obligations represented by the Credit Agreement are collected by

law, through an attorney-at-law, or under advice therefrom. Each reference to a “Guarantor” and “Borrower Party” in the Credit Agreement shall be deemed to include the New Guarantor. The Credit Agreement is incorporated herein by reference.

2. The New Guarantor represents and warrants to the Administrative Agent and the other members of the Lender Group that this Guaranty Supplement has been duly executed and delivered by the New Guarantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

3. This Guaranty Supplement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same agreement. In proving this Guaranty Supplement in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by other electronic shall be deemed an original signature hereto.

4. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

5. THIS GUARANTY SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA.

6. This Guaranty Supplement shall be considered a Loan Document for all purposes.

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EXHIBIT I

FORM OF NOTICE OF REQUESTED COMMITMENT INCREASE

, 20__

SunTrust Bank
303 Peachtree Street
23rd Floor
Mail Code 1981
Atlanta, GA 30308

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of November 24, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement), by and among CHICO’S FAS, INC., a Florida corporation (“Parent”), WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“WHBM”), CHICO’S RETAIL SERVICES, INC., a Florida corporation (“Chico’s Retail”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company (“Chico’s Distribution”), SOMA INTIMATES, LLC, a Florida limited liability company (“Soma”; Parent, WHBM, Chico’s Retail, Chico’s Distribution and Soma are referred to herein each individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party thereto from time to time as Guarantors (if any), the financial institutions party thereto from time to time as lenders (the “Lenders”), SunTrust Bank, as the Issuing Bank, and SunTrust Bank, as the administrative agent (the “Administrative Agent”). The undersigned hereby gives notice, pursuant to Section 2.17 of the Credit Agreement, that it hereby requests a Commitment Increase, and in connection therewith sets forth below the information relating to such requested Commitment Increase, as required by Section 2.17 of the Credit Agreement:

1. Parent, on behalf of the Borrowers, hereby requests the following Commitment Increase in the amount of $[ ].

2. The requested date of the proposed Commitment Increase is [ , 20___].

The undersigned hereby certifies, on behalf of the Borrowers, that the following statements are true on the date hereof:

(a) The representations and warranties contained in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of such date with the same effect as if made on and as of such date; except for any representation and warranty made as of an earlier

CHICO’S^®
Parent and Subsidiaries


Chico’s FAS, Inc.		Address
Federal ID # 59-2389435		11215 Metro Parkway
SIC Code: 5621		Fort Myers, FL 33966
NAICS: 448120		Main Phone: (239) 277-6200
Organizational ID: G72585		Fax: (239) 277-5237
Jurisdiction of Incorporation: Florida
d/b/a Chico’s

White House \| Black Market, Inc.		Address
Federal ID# 20-1606649		11215 Metro Parkway
SIC Code: 5621		Fort Myers, FL 33966
NAICS: 448120		Main Phone: (239) 277-6200
Organizational ID: P04000128399		Fax: (239) 277-5237
Jurisdiction of Incorporation: Florida
Wholly owned by Chico’s Retail Services, Inc.
d/b/a White House \| Black Market

Chico’s Retail Services, Inc.		Address
(Formerly Chico’s Distribution, Inc. — name change effective 1/27/03)		11215 Metro Parkway
Federal ID # 65-0882960		Fort Myers, FL 33966
SIC Code: 5137		Main Phone: (239) 277-6200
NAICS: 422300		Fax: (239) 277-5237
Organizational ID: P98000105999
Jurisdiction of Incorporation: Florida
Wholly owned by Chico’s FAS, Inc.
d/b/a CRS

Chico’s Distribution Services, LLC		Address
(Formerly Chico’s Real Estate, LLC — name change effective 1/30/03)		11215 Metro Parkway
Federal ID # 50-0007034		Fort Myers, FL 33966
SIC Code: 5961		Main Phone: (239) 277-6200
NAICS: 454110		Fax:(239) 274-4417
Organizational ID: 0214389
Sole Manager — Scott A. Edmonds
Jurisdiction of Incorporation: Georgia
Wholly owned by Chico’s FAS, Inc.

Soma Intimates, LLC		Address
(Formerly Soma by Chico’s, LLC — name change effective 6/20/07)		11215 Metro Parkway
Federal ID # 20-0816178		Fort Myers, FL 33966
SIC Code: 5621		Main Phone: (239) 277-6200
NAICS: 448120		Fax: (239) 277-5237
Organizational ID: L04000008599
Sole Manager — Scott A. Edmonds
Jurisdiction of Incorporation: Florida
Wholly owned by Chico’s FAS, Inc.
d/b/a Soma Intimates and Soma

Schedule 5.1 (c)-1

Material Contracts

Amended and Restated Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan (as filed with the United States Securities and Exchange Commission on July 2, 2008).

Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Director (as filed with the United States Securities and Exchange Commission on February 3, 2005).

Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan Restricted Stock Agreement (as filed with the United States Securities and Exchange Commission on February 3, 2005).

Employment Agreement by and between Chico’s FAS, Inc. and Patricia Darrow-Smith (as filed with the United States Securities and Exchange Commission on September 5, 2003).

Employment Agreement by and between Chico’s FAS, Inc. and Michelle Delahunty-Cloutier (as filed with the United States Securities and Exchange Commission on September 13, 2003).

Chico’s FAS, Inc. Executive Severance Plan (as filed with the United States Securities and Exchange Commission on September 27, 2007).

Chico’s FAS, Inc. 2005 Cash Bonus Incentive Plan (as filed with the United States Securities and Exchange Commission on February 3, 2005).

First Amendment to Chico’s FAS, Inc. 2005 Cash Bonus Incentive Plan (as filed with the United States Securities and Exchange Commission on April 5, 2006.

Second Amendment to Chico’s FAS, Inc. 2005 Cash Bonus Incentive Plan (as filed with the United States Securities and Exchange Commission on April 13, 2007.

Participation Agreement by and between Chico’s FAS, Inc. and Michael J. Kincaid (as filed with the United States Securities and Exchange Commission on March 6, 2008).

Participation Agreement by and between Chico’s FAS, Inc. and Kent A. Kleeberger (as filed with the United States Securities and Exchange Commission on March 6, 2008).

Indemnification Agreement by and between Chico’s FAS, Inc. and Charles L. Nesbit, Jr. (as filed with the United States Securities and Exchange Commission on May 2, 2006).

Indemnification Agreement by and between Chico’s FAS, Inc. and Betsy S. Atkins (as filed with the United States Securities and Exchange Commission on December 5, 2005).

Indemnification Agreement by and between Chico’s FAS, Inc. and John J. Mahoney (as filed with the United States Securities and Exchange Commission on July 25, 2008).

Schedule 5.1(h)


Nov. 13, 2008	CHICO’S FAS, INC. AS GUARANTOR
			Date of
Store #	Store Name	Location	Guaranty	Limitations
White House I Black Market, Inc. as Party

3083	Montgomery Village	Santa Rosa, CA 95405 Sonoma County	9/3/2003	Applicable through Term, renewals and assignments.

3079	The Shops at Somerset Square	Glastonbury, CT 06033 Hartford County	1/24/2005	Applicable through Term, renewals and assignments, except in the case of a Bankruptcy Proceeding.

3062	Mall of Georgia	Buford, GA 30519 Gwinnett County	6/8/2005	Through expiration of original term (Exp. 1/31/2011). Notwithstanding liabilities shall not exceed 1 year minimum rent.

3073	Plaza Las Americas	Hato Rey, PR 00917 San Juan	2/23/2005	Throughout term and all extensions.

3089	Manhattan Village	Manhattan Beach, CA 90266 Los Angeles County	1/31/2005	Throughout term of Lease, any renewal, extension, modification or amendment, any assignment or subletting of all or any portion of premises; and regardless of whether or not Tenant is or continues to be owned in whole or in part by Guarantor; and survives any expiration or earlier termination of Lease or occupancy.

3011	The Town Center	Boca Raton, FL 33431 Palm Beach County	6/8/2005	Throughout initial lease term (Exp. 7/31/2011); notwithstanding liabilities shall not exceed 1 year minimum rent, addl rent & all other charges & all expenses incurred by LL in an effort to collect or enforce the Liabilities or in enforcing the Guaranty.

3016	South Park Mall	Charlotte, NC 28211 Mecklenburg County	6/8/2005	Through original term (Exp 4/30/2017), notwithstanding liabilities shall not exceed 1 year minimum rent.

3390	Congressional Plaza	Rockville, MD 20852 Montgomery County	2/6/2008	Throughout the entire term and any renewal, extension, indulgence, modification and amendment; hold-over period & any assignment, subletting or other transfer of Tenant’s interest.

3028	John Ringling Blvd.	Sarasota, FL 34236 Sarasota County	1/21/2004	Throughout initial term of Lease excluding any renewals (Exp. 4/30/2014).

Soma Intimates, LLC as Party

5028	Plaza Las Americas	Hato Rey, PR 00917 San Juan	July-06	Throughout term and all extensions.

5060	Village Arcade	Houston, TX 77005 Harris County	12/21/2006	Throughout term and all extensions.

5003	Phipps Plaza	Atlanta, GA 30326 Fulton County	4/1/2004	Throughout term and all extensions or renewals.

5007	Preston Royal Village	Dallas, TX 75230 Dallas County	6/29/2004	Throughout term and all extensions or renewals.

5009	Annapolis Harbour Center	Annapolis, MD 21401 Anne Arundel County	6/14/2004	Throughout term and all extensions or renewals.

5015	Bellevue Square	Bellevue, WA 98004 King County	10/18/2005	Throughout entire term; Payment limitation shall not exceed 18 months minimum rent and other charges.

Chico’s Retail Services, Inc. as Party

SAT006	Expo at Brantley Units 1, 2 & 3	Fort Myers, FL 33907 Lee County	7/22/2005	Throughout term and all extensions or renewals, provided they exist and provided an affiliate of the guarantor is the tenant in possession of the premises at that time, except in the case of a release of Original Tenant from the performance of its own righ, shall likewise operate to realease Guarantor.

SAT007	Expo at Brantley Units 4-10	Fort Myers, FL 33907 Lee County	7/22/2005	Throughout term and all extensions or renewals, provided they exist and provided an affiliate of the guarantor is the tenant in possession of the premises at that time, except in the case of a release of Original Tenant from the performance of its own righ, shall likewise operate to realease Guarantor.

SAT002	Chico’s Satellite Office	158 West 27th Street New York, NY 10001 Bourough of Manhattan	3/18/2005	Throughout term and all extensions or renewals, alterations, modifications or amendment or by any assignment, subletting, hypothecation or other transfer of the Lease.

Schedule 5.1(m)

Brand

Store #

Location

Company Store Name

Address

City

ZIP

Chico’s

Periwinkle Place

Periwinkle/Sanibel FL0002

2075 Periwinkle Way, Ste 4

Sanibel

33957

Chico’s

Miromar Outlets

MiromarOutl/Estero FL0005

10801 Corkscrew Rd, Ste 336

Estero

33928

Chico’s

24 Coligny Plaza Shopping Center

Coligny/HiltonHead SC0006

#1 North Forest Bch

Hilton Head Island

29928

Chico’s

Guadalupe Station

Guadalupe/Santa Fe NM0007

328 Guadalupe St

Santa Fe

87501

Chico’s

The Rivercenter

Rivercenter/SanAnt TX0008

849 E Commerce St, Unit 527

San Antonio

78205

Chico’s

Palm Ridge Plaza

Palm Ridge/Sanlbel FL0009

2330 and 2440 Palm Ridge, #4

Sanibel Island

33957

Chico’s

Plaza Mercado

PlzaMercdo/SantaFe NM0010

112 W San Francisco St, Ste 114

Santa Fe

87501

Chico’s

The Shops at Jax Brewery

Jax Brwry/New Or LA0018

600 Decatur St, Ste 101

New Orleans

70130

Chico’s

St Augustine Premium Outlets

StAugustine Outlet FL0019

2700 State Road 16, Ste 908

Saint Augustine

32092

Chico’s

Union Station

UnionSta/Washngton DC0022

50 Massachusetts Ave NE, Box 3, Ste 227

Washington

20002

Chico’s

The Mall at Green Hills

GreenHills/Nshvlle TN0024

2132 Green Hills Village Dr, Ste 300

Nashville

37215

Chico’s

Boca Center

Boca Ctr/BocaRaton FL0026

5250 Town Center Dr, Ste 137

Boca Raton

33486

Chico’s

992 Farmington Avenue

FarmingtonAv/WHart CT0027

992 Farmington Ave

West Hartford

06107

Chico’s

Wheaton Town Square

Wheaton Town Sq IL0028

241 Town Square

Wheaton

60187

Chico’s

130 Thames Street

Thames St/Newport RI0029

130 Thames Street

Newport

02840

Chico’s

Harbour Bay Plaza

Harbour Bay/Stuart FL0030

3730 SE Ocean Blvd

Stuart

34996

Chico’s

Burlington Town Center

Burlington TownCtr VT0033

49 Church St, Ste 1052

Burlington

05401

Chico’s

Cascades at Isleworth

Cscd@lslwth/Orlndo FL0035

4848 S Apopka Vineland Rd, Ste 210

Orlando

32819

Chico’s

The Gardens Mall

Palm Beach Gardens FL0037

3101 PGA Blvd, Ste A-123

Palm Beach Gardens

33410

Chico’s

Pacific Place

PacficPlce/Seattle WA0038

600 Pine St, Ste 304

Seattle

98101

Chico’s

Water Tower Place

WaterTower/Chicago IL0039

835 N Michigan Ave, Ste 301

Chicago

60611

Chico’s

The Shops at Somerset Square

Somerset/Glastnbry CT0042

140 Glastonbury Blvd, Ste 158

Glastonbury

06033

Chico’s

Galleria of Mt. Lebanon

Galleria/Pittsburg PA0044

1500 Washington Rd, Ste 1503/1506

Pittsburgh

15228

Chico’s

South Park Mall

Southpark/Charltte NC0046

4400 Sharon Rd, Rm N07

Charlotte

28211

Chico’s

Riverwalk Marketplace

Riverwalk/New Orl LA0049

1 Poydras St, Spc 56

New Orleans

70130

Chico’s

Vacaville Premium Outlets

FactrySts/Vacville CA0051

131 Nut Tree Rd, Bldg 6 Spc 61

Vacaville

95687

Chico’s

Burlington Mall

Burlington Mall MA0052

75 Middlesex Turnpike

Burlington

01803

Chico’s

Bellevue Square

Bellevue Square WA0055

2016 Bellevue Sq

Bellevue

98004

Chico’s

The Mall at Chestnut Hill

Mall@Chestnut Hill MA0057

199 Boylston St

Chestnut Hill

02467

Chico’s

Grand Boulevard at San Destin

Grand Blvd/Destin FL0058

495 Grand Blvd, Ste 105

San Destin

32550

Chico’s

The Shops at Saddle Creek

SaddleCr/Germntown TN0060

7615 W Farmington Blvd, Sp. 3

Germantown

38138

Chico’s

One Pacific Place

PacificPlace/Omaha NE0061

10371 Pacific St

Omaha

68114

Chico’s

The Arboretum

Arboretum/Austin TX0062

10000 Research Blvd, Ste 111A

Austin

78759

Chico’s

River Oaks Center

River Oaks/Houston TX0064

2008 W Gray St

Houston

77019

Chico’s

The Pavilion on Lovers Lane

Lovers Lane/Dallas TX0065

5600 W Lovers Ln, Ste 147

Dallas

75209

Chico’s

The Borgata

Borgata/Scottsdale AZ0066

6166 N Scottsdale Rd, Ste 402

Scottsdale

85253

Chico’s

The Shops on El Paseo

EIPaseo/PalmDesert CA0067

73100 El Paseo Dr, Ste 4

Palm Desert

92260

Chico’s

Prime Outlets at Pleasant Prairie

Pleasant Prairie O WI0069

11211 120th Ave, Ste 30

Pleasant Prairie

53158

Chico’s

The Village on Venetian Bay

VenetianVlg/Naples FL0070

4320 Gulfshore Blvd N, #214,Bldg4320

Naples

34103

Chico’s

Duval Street

Duval St/Key West FL0071

400B Duval St

Key West

33040

Chico’s

The Galleria at Fort Lauderdale

Gallria/FtLaudrdle FL0072

2382 E Sunrise Blvd, Spc 2017

Fort Lauderdale

33304

Chico’s

The Shops at Bell Tower

BellTower/Ft Myers FL0073

13499 US 41 SE, Spc 175-177

Fort Myers

33907

Chico’s

The Boardwalk Shopping Center

Boardwlk/WBloomfld MI0074

6885 Orchard Lake Rd

West Bloomfield

48322

Chico’s

The Shops on Lane Avenue

LaneAve/UArlington OH0075

1655 W Lane Ave

Upper Arlington

43221

Chico’s

Aventura Mall

Aventura M/Miami FL0076

19501 Biscayne Blvd, Ste 17

Miami

33180

Chico’s

Cherry Creek North

CherryCreek/Denver CO0077

2829 E 3rd Ave

Denver

80206

Chico’s

1401 Mount Diablo Boulevard

MtDiablo/Walnut Cr CA0078

1401 Mount Diablo Blvd

Walnut Creek

94596

Chico’s

Del Mar Plaza

Del Mar Plaza CA0079

1555 Camino Del Mar, Unit 314

Del Mar

92014

Chico’s

John Ringling Boulevard

StArmands/Sarasota FL0080

443-445 John Ringling Blvd

Sarasota

34236

Chico’s

Mizner Park

MiznerPrk/BcaRaton FL0081

336 N Plaza Real

Boca Raton

33432

Chico’s

1314-1316 Montana Avenue

MontanaAv/Snt Mnca CA0084

1314-1316 Montana Ave, Spc 106, 107 &108

Santa Monica

90403

Chico’s

Pearl Street Mall

Pearl St M/Boulder CO0085

1215 Pearl St

Boulder

80302

Chico’s

Encino Place

Encino Place CA0086

16101 Ventura Blvd, Unit 140

Encino

91436

Chico’s

Waterside Shops at Pelican Bay

Waterside/Naples FL0087

5435 Tamiaml Trail N, Ste 404

Naples

34108

Chico’s

Beachwood Place

Beachwood Place OH0088

26300 Cedar Rd, Ste 185

Beachwood

44122

Chico’s

Stonestown Galleria

Stonestwn/SnFrnsco CA0091

3251 20th Ave, Ste 172

San Francisco

94132

Chico’s

Girard Ave

Girard Ave/LaJolla CA0093

7855 Girard Ave

La Jolla

92037

Chico’s

Westfield MainPlace

Mainplace/SantaAna CA0096

2800 N Main St, Ste 196A

Santa Ana

92705

Chico’s

Country Club Plaza

CoClPlz/KansasCity MO0097

602 W 48th St

Kansas City

64112

Chico’s

Phipps Plaza

Phipps Plz/Atlanta GA0098

3500 Peachtree Rd NE, Ste A22

Atlanta

30326

Chico’s

Paseo Nuevo

PaseoNuevo/SBarbra CA0099

703 Paseo Nuevo

Santa Barbara

93101

Chico’s

101

The Fashion Show

FashnShwM/LasVegas NV0101

3200 Las Vegas Blvd S, Ste 1180

Las Vegas

89109

Chico’s

102

Westfield San Francisco Centre

San Francisco SC CA0102

845 Market St, Ste 337

San Francisco

94103

Chico’s

103

The Shops at Georgetown Park

MStreet/Georgetown DC0103

3103 M Street NW

Washington

20007

Chico’s

104

Westfield UTC

Univ TC/San Diego CA0104

4545 La Jolla Village Dr, Ste C-5

San Diego

92122

Chico’s

105

Stony Brook Village Center

StonyBrook Village NY0105

139 Main St

Stony Brook

11790

Chico’s

106

Palmer Square

PalmerSq/Princeton NJ0106

45 Hulfish St

Princeton

08542

Chico’s

107

Garden City Shopping Center

GardenCity/Cranstn RI0107

64 Hillside Rd

Cranston

02920

Chico’s

108

The Mall in Columbia

Mall in Columbia MD0108

10300 Little Patuxent Pkwy

Columbia

21044

Chico’s

109

Kenwood Towne Center

KenwoodTC/Cncinnti OH0109

7875 Montgomery Rd, Sp. U-315

Cincinnati

45236

Chico’s

110

Paramus Park

Paramus Park NJ0110

1073-B Paramus Park Mall

Paramus

07652

Chico’s

111

Northbrook Court

Northbrook Court IL0111

2184 Northbrook Ct

Northbrook

60062

Chico’s

112

Barracks Road Shopping Center

BrracksRd/Chrlttsv VA0112

1123 Emmet St, Spc 23

Charlottesville

22903

Chico’s

113

The Shops at Riverside

RiversideM/Hcknsck NJ0113

91 Riverside Sq

Hackensack

07601

Chico’s

114

Prudential Tower

PrudentlCtr/Boston MA0114

800 Boylston St, Unit 125

Boston

02199

Chico’s

115

The Grove at Shrewsbury

Grove/Shrewsbury NJ0115

577 Route 35, Unit N16

Shrewsbury

07702

Chico’s

117

Baybrook Mall

Baybrook M/Houston TX0117

500 Baybrook Mall, Ste 1110

Friendswood

77546

Chico’s

118

Tanger Outlet Center

RivieraOutlt/FoleyAL0118

2601 S McKenzie St, Ste 468

Foley

36535

Chico’s

119

Westfield Old Orchard

Old Orchard/Skokie IL0119

26 Old Orchard Center

Skokie

60077

Chico’s

120

Saint Louis Galleria

St. Louis Galleria MO0120

1417 Saint Louis Galleria

Saint Louis

63117



Schedule 5.1 (x)-1	Chico’s	Page 2

Brand

Store #

Location

Company Store Name

Address

City

ZIP

—

Chico’s

123

West Town Mall

WstTownM/Knoxville TN0123

7600 Kingston Pike, Ste 1538A

Knoxville

37919

Chico’s

124

Crabtree Corner

CrbtreeCrnr/Jckson WY0124

86 East Broadway

Jackson

83001

Chico’s

125

Natick Collection

Natick Mall MA0125

1245 Worcester St, Ste 1140

Natick

01760

Chico’s

126

Stuyvesant Plaza

StyvesntPlz/Albany NY0126

1475 Western Ave, Ste 18C

Albany

12203

Chico’s

128

Woodfield Mall

WoodfieldM/Schambg IL0128

L-326 Woodfield Shopping Center

Schaumburg

60173

Chico’s

129

The Westchester

Wstchstr/WhitePlns NY0129

125 Westchester Ave, Ste 3250

White Plains

10601

Chico’s

130

Westfield Brandon

Brandon Town Centr FL0130

415 Brandon Town Center

Brandon

33511

Chico’s

131

Mall St. Matthews

MStMthws/Louisvlle KY0131

5000 Shelbyville Rd, Ste 1100

Louisville

40207

Chico’s

132

The Shops at Charleston Place

Shops @ Charleston SC0132

203 Meeting St, B-114

Charleston

29401

Chico’s

133

The Mall at Short Hills

Mall@Short Hills NJ0133

1200 Morris Tpk, Ste B-125

Short Hills

07078

Chico’s

134

30 Market Space

MrktSpce/Annapolis MD0134

30 Market Space

Annapolis

21401

Chico’s

135

Town Center Plaza

TownCtrPlz/Leawood KS0135

5032 W 119th St

Leawood

66209

Chico’s

136

Village Arcade Shopping Center

VllgeArcade/Houstn TX0136

2531 Amherst St

Houston

77005

Chico’s

137

Suburban Square

SuburbanSq/Ardmore PA0137

6 Coulter Ave

Ardmore

19003

Chico’s

138

The Falls Shopping Center

Miami Falls SC FL0138

8888 SW 136th St, Ste 275

Miami

33176

Chico’s

139

Worthington Square Mall

Worthington Mall OH0139

#122 Worthington Mall

Worthington

43085

Chico’s

140

Somerset Collection North

Somerset Coll/Troy MI0140

2800 W Blg Beaver Rd, Ste M-136

Troy

48084

Chico’s

141

Reston Town Center

Reston Town Center VA0141

11910 Market St

Reston

20190

Chico’s

145

The Court at King of Prussia

Crt@KingofPrussia PA0145

690 W Dekalb Pike, Ste 1030

King of Prussia

19406

Chico’s

146

The Shoppes at Farmington Valley

Sh@FrmgtnVl/Canton CT0146

110 Albany Turnpike, Ste 617

Canton

06019

Chico’s

147

Crabtree Valley Mall

CrbtreeVly/Raleigh NC0147

4325 Glenwood Ave, 212 C & D

Raleigh

27612

Chico’s

148

The Colonnade on 5th

Colonade5th/Naples FL0148

600 Fifth Ave, Ste 100

Naples

34102

Chico’s

149

Forest Avenue

ForestAv/LagunaBch CA0149

210 Forest Ave, Ste B

Laguna Beach

92651

Chico’s

150

The Mall at Shelter Cove

SheltrCove/Hltn Hd SC0150

24 Shelter Cove Lane, Unit D-11

Hilton Head Island

29928

Chico’s

151

Alamo Quarry Market

AlamoQ/SanAntonio TX0151

255 E Basse Rd, Ste 814

San Antonio

78209

Chico’s

152

Pointe Orlando

The Points/Orlando FL0152

9101 International Dr, Ste 1172

Orlando

32819

Chico’s

153

112 W Colorado Blvd

ColordoBlv/Pasdena CA0153

112 W Colorado Blvd

Pasadena

91105

Chico’s

154

The Summit Birmingham

Summit/Birmingham AL0154

139 Summit Blvd

Birmingham

35243

Chico’s

156

Lincoln Road Shopping Center

Lincoln Rd/Miami FL0156

714 Lincoln Rd

Miami Beach

33139

Chico’s

158

Westfield Southgate

SthgatePlz/Sarsota FL0158

3501 S Tamiami Tr, Store 1026

Sarasota

34239

Chico’s

161

Uptown Shopping Center

Uptown SC/Portland OR0161

2405 W Burnside St

Portland

97210

Chico’s

162

Redmond Town Center

Redmond Town Ctr WA0162

16532 NE 74th St

Redmond

98052

Chico’s

163

Woodbury Common

Woodbury Common NY0163

8285 Jericho Turnpike, Ste 11

Woodbury

11797

Chico’s

164

The Gateway

Gateway/SaltLkCty UT0164

11 N Rio Grande St

Salt Lake City

84101

Chico’s

165

8 Jobs Lane

JobsLn/Southampton NY0165

8 Jobs Lane

Southampton

11968

Chico’s

166

Potomac Village Shopping Center

Potomac Village SC MD0166

10121 River Rd

Potomac

20854

Chico’s

167

76 Elm Street

Elm St/Westfield NJ0167

76 Elm St

Westfield

07090

Chico’s

168

Perimeter Mall

PerimeterM/Atlanta GA0168

4400 Ashford Dunwoody Rd NE, Ste 3030

Atlanta

30346

Chico’s

169

28 West Main Street

Main Street/Mystic CT0169

28 W Main St

Mystic

06355

Chico’s

170

University Mall

UniversityMll/Orem UT0170

559 E University Pkwy

Orem

84097

Chico’s

171

Huebner Oaks Center

HuebnerOaks/SanAnt TX0171

11745 W Interstate Hwy 10, Ste 523

San Antonio

78230

Chico’s

172

The Shops at Sunset Place

Sunset Place/Miami FL0172

5701 Sunset Dr, Unit 223

Miami

33143

Chico’s

173

The Pavilions

Pavilions/Scrmento CA0173

514 Pavilions Ln

Sacramento

95825

Chico’s

174

Market Fair

MarketFair/Princtn NJ0174

3535 US Route 1, Spc 304

Princeton

08540

Chico’s

176

Stoneridge Shopping Center

Stonerdge/Pleasntn CA0176

2631 Stoneridge Mall Rd

Pleasanton

94588

Chico’s

177

404 Main Street

Main St/Ridgefield CT0177

404 Main St

Ridgefield

06877

Chico’s

178

Westfield Valencia Town Center

Valencia Town Ctr CA0178

24250 Town Center Dr, Unit 170

Valencia

91355

Chico’s

179

Sonoma Court Shops

Sonoma Court Shops CA0179

29 E Napa St

Sonoma

95476

Chico’s

180

Fig Garden Village

FigGardnVlg/Fresno CA0180

768 W Shaw Ave, Ste 109

Fresno

93704

Chico’s

181

Champions Forest Plaza

ChampnsFrst/Houstn TX0181

5448 FM 1960 West

Houston

77069

Chico’s

182

The Promenade at Bonita Bay

Prmnade/Bonita Spg FL0182

26811 S Bay Dr, Unit C-3

Bonita Springs

34134

Chico’s

183

802 King Street

King St/Alexandria VA0183

800 King Street

Alexandria

22314

Chico’s

184

Southlake Town Square

Southlake Town Sq TX0184

300 Grand Ave E

Southlake

76092

Chico’s

185

MacArthur Center

McArthurCtr/Norflk VA0185

300 Monticello Ave, Ste 216

Norfolk

23510

Chico’s

186

Easton Town Center

EastonTC/Columbus OH0186

4085 The Strand W, Ste 414

Columbus

43219

Chico’s

187

Westfield Citrus Park

Citrus Pk TC/Tampa FL0187

8048 Citrus Park TC

Tampa

33625

Chico’s

189

Clybourn Galleria

Clybrn Gall/Chicago IL0189

1851 N Clybourn Ave

Chicago

60614

Chico’s

190

131 W Jefferson Ave, #111

Jffrsn Av/Naprvlle lL0190

131 West Jefferson Avenue, #111

Naperville

60540

Chico’s

191

Old Town Center

OldTwnCtr/LosGatos CA0191

50 University Ave, Ste D200

Los Gatos

95030

Chico’s

192

198 Westwood Avenue

Westwood Avenue NJ0192

198 Westwood Ave

Westwood

07675

Chico’s

193

The Avenue East Cobb

East Cobb/Marietta GA0193

4475 Roswell Rd, Ste 1500

Marietta

30062

Chico’s

194

The Village Shopping Center

VllgeSC/Mandeville LA0194

2881 Hwy 190, Ste D1

Mandeville

70471

Chico’s

195

Bayshore Town Center

BayshorTC/Glendale WI0195

5735 N Centerpark Way

Glendale

53217

Chico’s

196

Birch Street Promenade

Birch St Prom/Brea CA0196

110 W Birch St, Unit B-6

Brea

92821

Chico’s

197

The Palladium at City Place

City Plc/WPalm Bch FL0197

701 S Rosemary Ave, Ste 131

West Palm Beach

33401

Chico’s

198

Marlton Square

Marlton Square NJ0198

300 State Route 73, Unit 9

Marlton

08053

Chico’s

199

Shops at Highland Park

HighlandPrk/Dallas TX0199

4250 Oak Lawn

Dallas

75219

Chico’s

200

Highland Village

HghlndVlge/Houston TX0200

4042 & 4048 Westheimer

Houston

77027

Chico’s

201

Shops at Mission Viejo

Shops@MissionViejo CA0201

127 The Shops at Mission Viejo

Mission Viejo

92691

Chico’s

202

Barefoot Landing

BareftLndg/NMyrtle SC0202

4812 Hwy 17 S

North Myrtle Beach

29582

Chico’s

203

Town & Country Village

T&CVillage/Houston TX0203

12850 Memorial Dr, Unit 426

Houston

77024

Chico’s

204

Preston Park Village

PrestnPkVlge/Plano TX0204

1900 Preston Rd, Ste 160

Plano

75093

Chico’s

205

University Park Village

UnivPrkVlg/FtWorth TX0205

1604 S University Dr, Ste 510

Fort Worth

76107

Chico’s

206

Corona Del Mar Plaza

CrnaDelMar/NwptBch CA0206

956 Avocado Ave

Newport Beach

92660

Chico’s

207

River Park Square

RiverPrkSq/Spokane WA0207

808 W Main Ave, Sp 101

Spokane

99201

Chico’s

208

La Fiesta Square

LaFiestaSq/Lafytte CA0208

3537 Mt. Diablo Blvd

Lafayette

94549

Chico’s

209

Mount Pleasant Towne Centre

Mt Pleasant T Ctr SC0209

1732 Towne Centre Way

Mount Pleasant

29464

Chico’s

210

142 West Maple Avenue

MapleAv/Birmingham MI0210

142 W Maple Ave

Birmingham

48009

Chico’s

211

Casa Paloma

CasaPaloma/Chandlr AZ0211

7131 W Ray Rd, Ste 34

Chandler

85226

Chico’s

212

2006 East 21st Street

East 21st St/Tulsa OK0212

2006 East 21st Street

Tulsa

74114



Schedule 5.1 (x)-1	Chico’s	Page 3

Brand

Store #

Location

Company Store Name

Address

City

ZIP

Chico’s

213

Tyson’s Galleria

Tysons Gall/McLean VA0213

1717 M International Dr

McLean

22102

Chico’s

214

Peachtree Battle Promenade

PchtreBttle/Atlnta GA0214

2385 Peachtree Rd, Ste A1CD

Atlanta

30305

Chico’s

215

McLean Center

McLean Center VA0215

6823 Redmond Dr, Unit B-5

McLean

22101

Chico’s

216

The Avenue of the Peninsula

PalosVerdes/RllngH CA0216

550 Deep Valley Dr, 177

Rolling Hills Estates

90274

Chico’s

217

833 East Las Olas Boulevard

LasOlasBI/Ft Laud FL0217

833 East Las Olas Blvd

Fort Lauderdale

33301

Chico’s

218

Plaza Mercado

PlzMrcdo/PalmSprgs CA0218

155 S Palm Canyon Dr, Unit B-4

Palm Springs

92262

Chico’s

219

Florida Mall

Florida M/Orlando FL0219

8001 S Orange Blossom Trl, Rm 1264

Orlando

32809

Chico’s

220

RiverTown Crossings

RvrtwnCr/Grandvlle MI0220

3700 River Town Pkwy, Ste 1148

Grandville

49418

Chico’s

221

Three Avenues

3 Avenues/Vero Bch FL0221

2055-2059 Indian River Blvd, Ste 102,104

Vero Beach

32960

Chico’s

222

StoneCrest at Piper Glen

PiperGlenSC/Chrlte NC0222

7808 Rea Rd, Ste B

Charlotte

28277

Chico’s

223

Kingsgate Center

KingsgateCtr/Lbbck TX0223

8201 Quaker Ave, Unit 122

Lubbock

79424

Chico’s

224

Pacific View

PacificView/Ventura CA0224

3301-1343 East Main Street

Ventura

93003

Chico’s

225

Kierland Commons

KierlandC/Scttsdle AZ0225

15211 N Kierland Blvd, Ste 100

Scottsdale

85254

Chico’s

226

The Shops at Friendly Center

FrndlyCtr/Grnsboro NC0226

3326 W Friendly Ave, Ste 106

Greensboro

27410

Chico’s

228

Renaissance Place

RnaissnceP/Highlnd IL0228

1849 Green Bay Rd, Ste 120

Highland Park

60035

Chico’s

229

Brook 35 Plaza

Brk35 Plz/Sea Girt NJ0229

2150 Hwy 35, Sp.E-19

Sea Girt

08750

Chico’s

230

14 North Main Street

MainSt/Chagrn Flls OH0230

14 North Main St

Chagrin Falls

44022

Chico’s

231

Countryside Mall

CntrysdeM/Clearwtr FL0231

27001 US Hwy 19 N, Ste 2054

Clearwater

33761

Chico’s

232

524 N Lamar Blvd, Ste 101

Lamar@6th/Austin TX0232

524 N Lamar Blvd, Ste 101

Austin

78703

Chico’s

234

Central Park Place

CentrlPrkPl/Okemos MI0234

5100 Marsh Rd, Ste E-2

Okemos

48864

Chico’s

235

Miracle Mile Shops @ Planet Hollyw

MrclMlPlntHllywd/LasVegas NV0

3663 Las Vegas Blvd S, Ste B009

Las Vegas

89109

Chico’s

236

Lincoln Square

LincolnSq/Arlngtn TX0236

586 Lincoln Sq

Arlington

76011

Chico’s

237

The Avenues Mall

AvenuesM/Jacksnvle FL0237

10300 Southside Blvd, Rm 1470

Jacksonville

32256

Chico’s

238

Spring Creek Plaza

SpringCrPlz/Edmond OK0238

1 460 S Bryant Ave

Edmond

73034

Chico’s

239

Acadiana Mall

AcadianaM/Lafyette LA0239

5725 Johnston St, Sp F-223

Lafayette

70503

Chico’s

240

Sawgrass Village

SawgrasVlg/PnteVdr FL0240

1550 Sawgrass Village Dr, Unit C-6

Ponte Vedra Beach

32082

Chico’s

241

5534 Walnut Street

WalnutSt/Pittsburg PA0241

5534 Walnut St

Pittsburgh

15232

Chico’s

242

Rookwood Commons

RookwoodC/Norwood OH0242

2679 Edmondson Rd

Norwood

45209

Chico’s

243

Riverchase Galleria

RivrchsGall/Hoover AL0243

2000 Riverchase Galleria. Sp 103

Hoover

35244

Chico’s

244

North Park Mall

NorthParkM/Ridglnd MS0244

1200 E County Line Rd, Ste 111

Ridgeland

39157

Chico’s

245

The Village at Corte Madera

Villge@CorteMadera CA0245

1506 Redwood Hwy

Corte Madera

94925

Chico’s

246

78 Middle Neck Road

MiddlNkRd/GreatNeck NY0246

78 Middle Neck Rd

Great Neck

11021

Chico’s

247

North East Mall

NorthEast M/Hurst TX0247

1101 Melbourne Rd, Ste 3078

Hurst

76053

Chico’s

248

WestShore Plaza

WestshorePlz/Tampa FL0248

280 WestShore Plaza

Tampa

33609

Chico’s

249

181 East Ridgewood Avenue

Ridgewood Avenue NJ0249

181 East Ridgewood Ave

Ridgewood

07450

Chico’s

250

Festival at Woodholme Shopping Ce

Festv@Woodh/Baltmr MD0250

1809 Reisterstown Rd, Ste 108

Baltimore

21208

Chico’s

251

Prairie Village Shops

PrairieVillageShps KS0251

3944-3950 W 69th Ter

Prairie Village

66208

Chico’s

253

Maine Mall

MaineM/So Portland ME0253

364 Maine Mall Rd

South Portland

04106

Chico’s

254

Village Shoppes

VillgShppes/Canton MA0254

95 Washington St

Canton

02021

Chico’s

255

The Village at Cambridge Crossing

CambrdgXng/MtLaurl NJ0255

4190 Dearborn Cir, Unit 114

Mount Laurel

08054

Chico’s

256

St Johns Town Center

StJohnsTC/Jacksnvl FL0256

4791 River City Dr, Ste 137

Jacksonville

32246

Chico’s

257

Deer Park Town Center

Deer Park Town Ctr IL0257

20530 N Rand Rd, Ste 332

Deer Park

60010

Chico’s

258

Town Center at Boca Raton

TownCtr@Boca Raton FL0258

6000 Glades Rd, Ste C1340

Boca Raton

33431

Chico’s

259

The Shoppes at Brinton Lake

BrintonLk/Cncrdvle PA0259

935 Baltimore Pike

Glen Mills

19342

Chico’s

260

39 South Moger Avenue

Moger Ave/Mt Kisco NY0260

39 South Moger Ave

Mount Kisco

10549

Chico’s

261

Commons at Calabasas

Commons@Calabasas CA0261

4719 Commons Way

Calabasas

91302

Chico’s

262

Foothill Village

FthillVlg/SaltLake UT0262

1340 Foothill Dr, Unit N1

Salt Lake City

84108

Chico’s

263

Lansdowne Shops

LansdowneSh/Lxngtn KY0263

3371 Tates Creek Pike, Unit 6-A

Lexington

40502

Chico’s

264

Pittsford Square

PittsfordSq/Rchstr NY0264

3240 Monroe Ave, Ste 200

Rochester

14618

Chico’s

265

South Coast Plaza

SoCstPlz/CostaMesa CA0265

3333 Bear St, Sp 201

Costa Mesa

92626

Chico’s

266

396 University Avenue

Univ Ave/Palo Alto CA0266

396 University Ave

Palo Alto

94301

Chico’s

267

6780 East Genesee Street

GeneseeSt/Syracuse NY0267

6780 East Genesee St

Fayetteville

13066

Chico’s

268

Pioneer Place

PioneerPl/Portland OR0268

700 SW Fifth Ave, Unit 1220

Portland

97204

Chico’s

269

Thoroughbred Village Shopping Cen

ThbredVllge/Frnkln TN0269

535 Cool Springs Blvd, Ste 115

Franklin

37067

Chico’s

270

BayWalk Shopping Center

Baywlk/StPetersbrg FL0270

103 Second Ave N, Sp 132

Saint Petersburg

33701

Chico’s

272

Cameron Village Shopping Center

Camron Vlg/Raleigh NC0272

440 Daniels Str, Ste 1-04

Raleigh

27605

Chico’s

273

Prime Oùtlets at Ellenton

PrimeOutl@Ellenton FL0273

5303 Factory Shops Blvd, Ste 500

Ellenton

34222

Chico’s

275

Pentagon Row

PentagnRow/Arlngtn DC0275

1101 S Joyce St, Ste B-14

Arlington

22202

Chico’s

276

31 South Main Street

Main St/Doylestown PA0276

31 S Main St

Doylestown

18901

Chico’s

277

Longmeadow Shops

Longmeadow Shops MA0277

690 Bliss Road, Unit 1

Longmeadow

01106

Chico’s

278

5151 Main Street, Unit 3

MainSt/Wlliamsvlle NY0278

5151 Main Street, Unit 3

Williamsville

14221

Chico’s

279

The Avenue Peachtree City

Ave Peachtree City GA0279

248 City Cir

Peachtree City

30269

Chico’s

280

16910 Kercheval Street

KerchvlSt/GrossePt MI0280

16910 Kercheval St

Grosse Pointe

48230

Chico’s

281

Fairfield Center

Fairfield Center CT0281

1499 Post Rd

Fairfield

06430

Chico’s

282

Shops at Old Mill

OldMillDistrt/Bend OR0282

325 SW Powerhouse Dr, Ste 120

Bend

97702

Chico’s

283

Brookhaven Village

BrookhavenV/Norman OK0283

3720 W Robinson, Ste 126

Norman

73072

Chico’s

284

Chenal Creek Shopping Center

ChenalCr/Lttle Rck AR0284

12800 Chenal Pkwy, Unit 1

Little Rock

72211

Chico’s

285

Mayfair Mall

MayfairM/Wauwatosa WI0285

2500 N Mayfair Rd, Ste 212A

Wauwatosa

53226

Chico’s

286

The Shops at Sumner Place

ShpsSumner/Bethsda MD0286

4611 Sangamore Rd, #P

Bethesda

20816

Chico’s

287

Cumberland Mall

CumberlandM/Atlanta GA0287

1634 Cumberland Mall SE

Atlanta

30339

Chico’s

288

River Road II

River Rd/Richmond VA0288

5027 Huguenot Rd

Richmond

23226

Chico’s

289

1056 N Highland Ave

HighlndAve/Atlanta GA0289

1056 N Highland Ave

Atlanta

30306

Chico’s

290

Montgomery Village Shopping Cente

MntgmryV/SantaRosa CA0290

713 Village Ct

Santa Rosa

95405

Chico’s

291

Bay Street

Bay St/Emeryville CA0291

5663 Bay St

Emeryville

94608

Chico’s

292

Stonebriar Centre

StnbriarCtr/Frisco TX0292

2601 Preston Rd, Ste 1082

Frisco

75034

Chico’s

293

56-58 Central Street

CentralSt/Wellesly MA0293

56-58 Central St

Wellesley

02482

Chico’s

294

Grapevine Mills

Grapevine Mills TX0294

3000 Grapevine Mills Pkwy, Sp 202

Grapevine

76051

Chico’s

295

Preston Royal Shopping Center

PrestnRoyal/Dallas TX0295

5959 Royal Ln, Ste 537

Dallas

75230

Chico’s

296

Belmont Square

BelmontSq/Long Bch CA0296

4725 E Second St, Ste E

Long Beach

90803

Chico’s

297

Tice’s Corner Marketplace

TicesCnr/WdcliffLk NJ0297

437 Chestnut Ridge Rd

Woodcliff Lake

07677



Schedule 5.1 (x)-1	Chico’s	Page 4

Brand

Store #

Location

Company Store Name

Address

City

ZIP

Chico’s

298

The Forum on Peachtree Parkway

ForumPchtr/Norcrss GA0298

5151 Peachtree Pkwy, Ste 720

Norcross

30092

Chico’s

299

Jefferson Pointe Shopping Center

JeffrsonPt/FtWayne IN0299

4120 W Jefferson Blvd, Ste H-1

Fort Wayne

46804

Chico’s

300

Mall of Louisiana

M ofLa/Baton Rouge LA0300

6401 Bluebonnet Blvd, 202

Baton Rouge

70836

Chico’s

301

Birkdale Village

BirkdleV/Hntersvle NC0301

16846 Birkdale Commons Pkwy, Ste B

Huntersville

28078

Chico’s

302

The Woodlands Mall

Woodlands Mall TX0302

1201 Lake Woodlands Dr, Ste 1044

The Woodlands

77380

Chico’s

303

Lake View Village

LakeVw/Lake Oswego OR0303

385 First St, Ste 119

Lake Oswego

97034

Chico’s

304

Lakeside Shopping Center

LakesdeSC/Metairie LA0304

3301 Veterans Memorial Blvd, Sp 107

Metaierie

70002

Chico’s

305

Laurel Village

LaurelV/Sn Frncsco CA0305

3505 California St

San Francisco

94118

Chico’s

306

Woodway Village

WoodwyVlg/Houston TX0306

6530 Woodway Dr

Houston

77057

Chico’s

307

Barton Creek Square

BartonCrkSq/Austin TX0307

2901 S Capitol of Texas Hwy, Ste B06

Austin

78746

Chico’s

308

University Village

UnivVillge/Seattle WA0308

2643 Village Ln

Seattle

98105

Chico’s

309

Casas Adobes

CasasAdobes/Tucson AZ0309

7003 N Oracle Rd, Sp C

Tucson

85704

Chico’s

310

Talbots Citadel Drive Center

CitadalDrCtr/Mdlnd TX0310

2300 W Loop 250 N, Ste 110

Midland

79705

Chico’s

312

Laurel Park Place

LaurelPkPl/Livonia MI0312

37638 West 6 Mile Rd

Livonia

48152

Chico’s

313

Mashpee Commons

Mashpee Commons MA0313

8 Market St

Mashpee

02649

Chico’s

314

Mohegan Sun Casino

MohegnSun/Uncasvle CT0314

1 Mohegan Sun Blvd, Ste 108

Uncasville

06382

Chico’s

315

The Summit Scottsdale

Summit/Scottsdale AZ0315

32421 N Scottsdale Rd, Ste A

Scottsdale

85262

Chico’s

316

Marco Walk

MarcoWalk/Marco Is FL0316

599 S Collier Blvd, Ste 311

Marco Island

34145

Chico’s

317

Del Monte Center

DelMonteCtr/Montry CA0317

460 Del Monte Center, Bldgs 4-39 & 4-40

Monterey

93940

Chico’s

318

The Mall at Wellington Green

Mall@Wellingtn Grn FL0318

10300 W Forest Hill Blvd, #258

Wellington

33414

Chico’s

319

Chandler Fashion Center

ChandlerFashionCtr AZ0319

3111 W Chandler Blvd, Ste 1180

Chandler

85226

Chico’s

320

Potomac Mills

PotomcMills/Wdbrdg VA0320

2700 Potomac Mills Cir, Ste 960

Woodbridge

22192

Chico’s

321

Gresham Station

Gresham Station OR0321

605 NW 12th St

Gresham

97030

Chico’s

322

61 Main Street

Main St/Westport CT0322

61 Main St

Westport

06880

Chico’s

323

The Market Common

MrktComn/Arlington VA0323

2700 Clarendon Blvd, Ste R-300

Arlington

22201

Chico’s

324

Geneva Commons

Geneva Commons IL0324

326 Commons Dr

Geneva

60134

Chico’s

325

Aspen Grove

AspenGrove/Littltn CO0325

7301 S Santa Fe Dr, Ste 526

Littleton

80120

Chico’s

326

Leesburg Corner Premium Outlets

LeesburgCornerOutl VA0326

241 Ft Evans Rd NE, Ste 1101

Leesburg

20176

Chico’s

327

Briarwood Mall

BriarwoodM/AnnArbr MI0327

402 Briarwood Cir

Ann Arbor

48108

Chico’s

328

Woodland Shopping Center

WdlndSC/Grand Rpds MI0328

3155 28th St SE, Ste G108

Grand Rapids

49512

Chico’s

329

Twelve Oaks Mall

12 Oaks Mall/Novi MI0329

27226 Novl Rd, Spc A119

Novi

48377

Chico’s

330

North Georgia Premium Outlets

N GA PrmOut/Dwsnvl GA0330

800 Hwy 400 S, Ste 250

Dawsonville

30534

Chico’s

331

The Promenade at Westlake

Prmde@Wstlk/ThOaks CA0331

4050 E Thousand Oaks Blvd, Ste C

Thousand Oaks

91362

Chico’s

332

Harbour Center

AnnapolisHarborCtr MD0332

2488 Solomons Island Rd, G-7

Annapolis

21401

Chico’s

333

Lamar Park Center

LamarPk/Corpus Chr TX0333

3844 S Alameda St, Sp 18

Corpus Christi

78411

Chico’s

334

Oakbrook Center

Oakbrook Center IL0334

452 Oakbrook Center

Oak Brook

60523

Chico’s

335

SouthPointe Pavilions Shopping Cen

S’point Pav/Lincin NE0335

2940 Pine Lake Rd, Ste L

Lincoln

68516

Chico’s

336

Shops at Amelia Island Plantation

Shops@Amelia Islnd FL0336

93 Amelia Village Cir

Amelia Island

32034

Chico’s

337

Oak Park Mall

OakPrkM/OverlandPk KS0337

11453 W 95th St

Overland Park

66214

Chico’s

338

Harvard Square

Harvard Sq/Brookfld WI0338

18000 W Bluemound Rd, Ste S

Brookfield

53045

Chico’s

340

Plaza Del Mar

PlzDelMar/Manalapn FL0340

266 S Ocean Blvd

Manalapan

33462

Chico’s

341

Penn Square Mall

PennSqM/OklaCity OK0341

1901 NW Expressway, Ste 1034

Oklahoma City

73118

Chico’s

343

Biltmore Fashion Park

Biltmre Fash/Phoenix AZ0343

2502 E Camelback Rd, Ste 183

Phoenix

85016

Chico’s

344

The Streets at Southpoint

Sts@S’point/Durham NC0344

6910 Fayetteville Rd, Ste 159

Durham

27713

Chico’s

345

The Grove at Farmers Market

Grove@Frm/LosAngls CA0345

189 The Grove Dr, Ste F-90

Los Angeles

90036

Chico’s

346

Fashion Valley

FashVlly/San Diego CA0346

7007 Friars Rd, Ste 300

San Diego

92108

Chico’s

347

Cherry Hill Mall

Cherry Hill Mall NJ0347

2000 Rte 38 W, Ste 1125

Cherry Hill

08002

Chico’s

348

The Oakwood Centre

Far HillsAv/Dayton OH0348

2500 Far Hills Ave

Dayton

45419

Chico’s

349

Dogwood Festival Market

DogwoodFest/Jacksn MS0349

112 Dogwood Blvd

Flowood

39232

Chico’s

350

Village of Rochester Hills

VlgofRochesterHlls MI0350

328 N Adams Rd

Rochester Hills

48309

Chico’s

351

377 Santana Row

SantanaRow/Sn Jose CA0351

377 Santana Row, Ste 1030

San Jose

95128

Chico’s

352

Park Meadows

PrkMeadows/Littletn CO0352

8505 Park Meadows Center Dr, Ste 123

Littleton

80124

Chico’s

353

8532 Germantown Avenue

GrmntnAv/Philadelp PA0353

8532 Germantown Ave

Philadelphia

19118

Chico’s

354

Arizona Mills

ArizonaMills/Tempe AZ0354

5000 Arizona Mills Cir, Sp 380

Tempe

85282

Chico’s

355

Gilroy Premium Outlets

Gilroy PremOutlets CA0355

8555 San Ysidro Ave, Ste 60

Gilroy

95020

Chico’s

356

Wrentham Village Premium Outlets

Wrentham VlgPrmOut MA0356

1 Premium Outlets Blvd, 485

Wrentham

02093

Chico’s

357

Powder Mill Square

PwdrMillSq/Grnvlle DE0357

3846 Kennett Pike

Greenville

19807

Chico’s

359

Woodland Hills Mall

WoodlndHills/Tulsa OK0359

7021 S Memorial Dr, Ste 225B

Tulsa

74133

Chico’s

360

Rampart Commons

RampartC/Las Vegas NV0360

1019 S Rampart Blvd

Las Vegas

89145

Chico’s

361

Paoli Shopping Center

Paoli Shopping Ctr PA0361

20 Paoli I Shopping Center

Paoli

19301

Chico’s

362

428 Railroad Avenue

Railrd Av/Danville CA0362

428 Rail road Ave

Danville

94526

Chico’s

363

Tanger Factory Outlet Center

TangerOutlt/Rivrhd NY0363

1947 Old Country Rd, #1010

Riverhead

11901

Chico’s

364

Colorado Mills

ColrdoMills/Lakewd CO0364

14500 W Colfax Ave, Ste 166

Lakewood

80401

Chico’s

365

Southbury Green Shopping Center

Southbury Green SC CT0365

775 Main St S

Southbury

06488

Chico’s

366

River Forest Town Center

River Forest Tn Ctr IL0366

7337 Lake St

River Forest

60305

Chico’s

367

Boonsboro Shopping Center

BnsboroSC/Lynchbrg VA0367

4925 Boonsboro Rd

Lynchburg

24503

Chico’s

368

Seventh Street Shoppes

7thStShps/GrdnCity NY0368

179 Seventh St

Garden City

11530

Chico’s

369

The Heritage Courtyard at Oakway

HeritgeCtyd/Eugene OR0369

40 Oakway Center

Eugene

97401

Chico’s

370

Manhattan Village Shopping Center

MnhttnVlg/ManhnBch CA0370

3200 N Sepulveda Blvd, Ste A-6

Manhattan Beach

90266

Chico’s

371

La Promenade Distinctive Shoppes

LaPromenade/VaBch VA0371

1860 Laskin Rd, 115A & 116

Virginia Beach

23454

Chico’s

372

Waterside Marina

MrinaWtrs/MrinaDR CA0372

4718-A Admiralty Way

Marina del Rey

90292

Chico’s

373

Triangle Town Center

TriangleTC/Raleigh NC0373

5959 Triangle Town Blvd

Raleigh

27616

Chico’s

374

Northshore Mall

NorthShreM/Peabody MA0374

210 Andover St, Spc E188

Peabody

01960

Chico’s

375

Mall at Solomon Pond

M@SolomnPond/Marlb MA0375

601 Donald Lynch Blvd, N111

Marlborough

01752

Chico’s

376

Cape Cod Mall

CapeCod M/Hyannis MA0376

793 lyannough Rd, Spc 145

Hyannis

02601

Chico’s

377

1310 Third Avenue

75th&3rd/Manhattan NY0377

1310 Third Avenue

New York

10021

Chico’s

378

Destin Commons

Destin Commons FL0378

4367 Legendary Dr, D102

Destin

32541

Chico’s

379

Augusta Mall

Augusta Mall GA0379

3450 Wrightboro Rd, Ste A230

Augusta

30909

Chico’s

380

The Village of Cross Keys

VlgCrossKeys/Bltmr MD0380

10 Village Sq

Baltimore

21210

Chico’s

381

Plaza Royale

PlzRoyale/Gainsvle FL0381

3842 Newberry Rd, Ste 1D

Gainesville

32607



Schedule 5.1 (x)-1	Chico’s	Page 5

Brand

Store #

Location

Company Store Name

Address

City

ZIP

Chico’s

382

Village of Merrick Park

MerrickPk/CriGbles FL0382

350 San Lorenzo Ave, Ste 2110

Coral Gables

33146

Chico’s

383

Ventura Boulevard

VntraBlv/StudioCty CA0383

12122 Ventura Blvd

Studio City

91604

Chico’s

384

Westfield West County

WCountyCt/DesPeres MO0384

14 West County Center, #1046

Des Peres

63131

Chico’s

385

Bridgewater Commons

Bridgewater Cmns NJ0385

400 Commons Way, Ste 103

Bridgewater

08807

Chico’s

386

Parkway Place

ParkwyPlc/Huntsvle AL0386

2801 Memorial Pkwy SW, Space 189

Huntsville

35801

Chico’s

387

North Point Village

NrthPtVlg/Alphrtta GA0387

7300 N Point Pkwy, Ste 115

Alpharetta

30022

Chico’s

388

The Trails Shopping Center

TrailsSC/OrmondBch FL0388

258 N Nova Rd

Ormond Beach

32174

Chico’s

389

Lynndale Shoppes

LynndleShps/Grnvle NC0389

511 Red Banks Rd, Ste D

Greenville

27858

Chico’s

390

Congressional Plaza

CngrsslPlz/Rckvlle MD0390

1603 Rockville Pike, Ste 30A

Rockville

20852

Chico’s

391

The Crossing at Smithfield

Crossing@Smithfield RI0391

371 Putnam Pike, Ste 310

Smithfield

02917

Chico’s

392

Sawgrass Mills Mall

SawgrassMls/Sunrise FL0392

12801 W Sunrise Blvd, #1031

Sunrise

33323

Chico’s

393

The Promenade Shops at Saucon

PromSh@Saucon Vally PA0393

2945 Center Valley Pkwy, Ste 309

Center Vally

18034

Chico’s

394

Crossroads Festival Shopping Center

CrossrdsFst/Tucson AZ0394

4811 E Grant Rd, #107

Tucson

85712

Chico’s

395

104-106 S Washington St

WashgtnSt/Hinsdale IL0395

104-106 S Washington St

Hinsdale

60521

Chico’s

396

Augusta Commons

AugustaCmns/Grnvle SC0396

2222 Augusta St, Ste 2

Greenville

29605

Chico’s

397

Creekside Place

Crkside Pl/Salt Lake UT0397

4862 S Highland Dr

Salt Lake City

84117

Chico’s

398

5418 Wisconsin Avenue

WscnsnAve/ChevyChs MD0398

5418 Wisconsin Ave

Chevy Chase

20815

Chico’s

399

Laurelwood Shopping Center

LaurelwdSC/Memphis TN0399

428 S Grove Park Rd

Memphis

38117

Chico’s

400

La Canada Plaza

La Canada Plaza CA0400

707 Foothill Blvd, Ste 3

La Canada

91011

Chico’s

401

Biltmore Village

BiltmreVlg/Ashvlle NC0401

10 Brook St, Ste 100

Asheville

28803

Chico’s

402

The Shoppes at EastChase

EastChase/Montgmry AL0402

6878 Eastchase Pkwy

Montgomery

36117

Chico’s

403

Scottsdale Center

ScttsdleCtr/Rogers AR0403

263 N 46th St

Rogers

72756

Chico’s

404

Dulaney Plaza

Dulaney Plz/Towson MD0404

820 Dulaney Valley Rd

Towson

21204

Chico’s

405

Brookside Shops

BrooksideShps/Acton MA0405

145 Great Rd, Spc 4

Acton

01720

Chico’s

406

The Shoppes at Bradley Park

Bradley Pk/Colmbus GA0406

6401 Whitesville Rd, Ste 200

Columbus

31904

Chico’s

407

The Bay Terrace at Bayside

BayTerrace@Bayside NY0407

2360 Bell Blvd

Bayside

11360

Chico’s

408

City Place at The Promenade

CityPlce/Edgewater NJ0408

74 The Promenade

Edgewater

07020

Chico’s

409

South Shore Plaza

SoShrPlz/Braintree MA0409

250 Granite St, #1051

Braintree

02184

Chico’s

410

Peddler’s Village

PddlersVlg/Lahaska PA0410

Peddler’s Village, Shop 72

Lahaska

18931

Chico’s

411

First Colony Mall

1stColonyM/Sgrland TX0411

16535 Southwest Freeway, Ste 2012

Sugar Land

77479

Chico’s

412

The Shoppes at Union Hill

Shps@UnionHl/Dnvle NJ0412

3056 State Rte 10 W, Ste O

Denville

07834

Chico’s

413

The Summit Louisville

Summit/Louisville KY0413

4214 Summit Plaza Dr

Louisville

40241

Chico’s

414

Plaza del Lago

PlzDelLago/Wlmette IL0414

1515 Sheridan Rd

Wilmette

60091

Chico’s

415

Plaza Frontenac

PlzFrntnc/St Louis MO0415

74 Plaza Frontenac

Saint Louis

63131

Chico’s

416

Camarillo Premium Outlets

Camarillo Outlet CA0416

990 Camarillo Center Dr, #1022

Camarillo

93010

Chico’s

417

Fashion Place at Uptown Central Pa

FashPl/Fredricksbg VA0417

1460 Central Park Blvd, #112

Fredericksburg

22401

Chico’s

418

The Village at Arrowhead

Vlg@Arrowhd/Glndle AZ0418

20022 N 67th Ave, Ste 112

Glendale

85308

Chico’s

419

The Gables

Gables/Springfield IL0419

2925 Plaza Dr

Springfield

62704

Chico’s

420

Woodbury Common Premium Outlet

WdbryOutl/CtrlVlly NY0420

111 Marigold Ct

Central Valley

10917

Chico’s

421

The Shoppes @ University Place

UnivPlOutl/Chrltte NC0421

9015-1 JM Keynes Dr

Charlotte

28262

Chico’s

422

The Shoppes at Grand Prairie

GrndPrairie/Peoria IL0422

5201 W War Memorial Dr, 430

Peoria

61615

Chico’s

423

Fox River Mall

FoxRiverM/Appleton WI0423

4301 W Wisconsin Ave, Ste 130

Appleton

54913

Chico’s

424

Franklin Terrace

FrnklnTer/JhnsnCty TN0424

3020 Franklin Terrace

Johnson City

37604

Chico’s

425

816 W Idaho St

West Idaho St/Boise ID0425

816 W Idaho St

Boise

83702

Chico’s

426

Las Vegas Premium Outlets

LasVegas Prem Outl NV0426

855 S Grand Central Pkwy, 1575

Las Vegas

89106

Chico’s

427

Belle Hollow Shopping Center

BelleHollow/Hickry NC0427

3006 N Center St

Hickory

28601

Chico’s

428

Merchants Square

MerchtsSq/Wllmsbrg VA0428

422 W Duke of Gloucester St

Williamsburg

23185

Chico’s

429

The Shops at Sea Island

Shps@Seals/StSimns GA0429

600 Sea Island Rd, Suite 26

Saint Simons Island

31522

Chico’s

430

The Forum at Soncy

Forum@Soncy/Amrilo TX0430

3350 S Soncy Rd, Ste 116

Amarillo

79121

Chico’s

431

Hillsdale Shopping Center

HillsdaleSC/SnMateo CA0431

269 Hillsdale Shopping Center

San Mateo

94403

Chico’s

432

Atlantic Plaza

Atl Plz/Delray Bch FL0432

777 E Atlantic Ave, Ste B1

Delray Beach

33483

Chico’s

433

The Marketplace

Mrktplce/Bakersfld CA0433

9000 Ming Ave, Ste 13

Bakersfield

93311

Chico’s

434

The Shops at Briargate

Briargate/Co Sprgs CO0434

1605 Briargate Pkwy, Ste 115

Colorado Springs

80920

Chico’s

435

Short Pump Town Center

ShortPump/Richmond VA0435

11800 W Broad St, Ste 2324

Richmond

23233

Chico’s

436

The Plaza at Foothills Mall

Plz@Fthls/FtCollns C000436

100 E Monroe Dr

Fort Collins

80525

Chico’s

437

Zona Rosa

ZonaRosa/KansasCty MO0437

8742 NW Prairie View Rd, Spc E115

Kansas City

64153

Chico’s

438

The Shops at Hamburg Village

HambrgVlg/Lexingtn KY0438

2308 Sir Barton Way, 140

Lexington

40509

Chico’s

439

The Avenue West Cobb

West Cobb/Marietta GA0439

3625 Dallas Hwy SW, Ste 620

Marietta

30064

Chico’s

440

North Towne Plaza Shopping Center

NoTwnPlz/Albuqrque NM0440

5901 Wyoming Blvd NE, Ste M

Albuquerque

87109

Chico’s

441

Westview Promenade

Wview Prom/Fredrck MD0441

5215 Buckeystown Pike

Frederick

21704

Chico’s

442

Greenway Station

GrnwaySt/Middleton WI0442

1651 Deming Way, Ste 102

Middleton

53562

Chico’s

443

The Shops at Clarkson Corner

ClrksnCnr/Chstrfld MO0443

1590 Clarkson Rd, Ste 106

Chesterfield

63017

Chico’s

444

The Shoppes at English Village

English Vlg/NWales PA0444

1460 Bethlehem Pike, 320

North Wales

19454

Chico’s

445

Kingwood Commons

Kingwood Commons TX0445

876 Kingwood Dr

Kingwood

77339

Chico’s

446

The Avenue

The Avenue/Monroe LA0446

1817 Avenue of America

Monroe

71201

Chico’s

447

Fairfax Corner

Fairfax Corner VA0447

4216 Fairfax Corner W Ave

Fairfax

22030

Chico’s

448

Rimrock Mall

Rimrock M/Billings MT0448

316 S 24th St W

Billings

59102

Chico’s

449

348 Main Street

Main St/Franklin TN0449

348 Main St

Franklin

37064

Chico’s

450

The Forum at Carlsbad

Forum at Carlsbad CA0450

1925 Calle Barcelona, Ste 161

Carlsbad

92009

Chico’s

451

Rehoboth Outlets Center 1

Rehoboth Outlets DE0451

35016 Midway Outlet Dr, Unit 324

Rehoboth Beach

19971

Chico’s

452

Colonial Promenade Beechwood

ColonialProm/Athns GA0452

196 Alps Rd, Ste 38

Athens

30606

Chico’s

453

Battlefield Mall

BattlfldM/Sprngfld MO0453

2825 S Glenstone Ave, Sp F17

Springfield

65804

Chico’s

454

Chelsea Square Shopping Center

ChelseaSq/Lancster PA0454

1645 Manheim Pike

Lancaster

17601

Chico’s

455

Eastgate Shopping Center

EastgteSC/ChplHill NC0455

1800 E Franklin St, Ste 5

Chapel Hill

27514

Chico’s

456

NorthPark Mall

NrthprkM/Davenport IA0456

320 W Kimberly Rd, Sp 24A

Davenport

52806

Chico’s

457

The Streets of West Chester

Sts of WestChester OH0457

9439 Civic Centre Blvd, Sp.D

West Chester

45069

Chico’s

458

Waterford Commons

Waterford Commons CT0458

915 Hartford Tpk, Ste G-4

Waterford

06385

Chico’s

459

Mission Promenade

MissionPrm/SnJuanC CA0459

26850 Ortega Hwy, Ste G and L

San Juan Capistrano

92675

Chico’s

460

The Shops at Pinon Pointe

Sh@PinonPnt/Sedona AZ0460

101 N Hwy 89A, Ste D-19

Sedona

86336

Chico’s

461

Meyerland Plaza

MyrlndPlzOutl/Hstn TX0461

380 Meyerland Plaza Mall

Houston

77096



Schedule 5.1 (x)-1	Chico’s	Page 6

Brand

Store #

Location

Company Store Name

Address

City

ZIP

Chico’s

462

Thruway Shopping Center

ThrwySC/Winst-Slm NC0462

416 S Stratford Rd, Ste 500

Winston-Salem

27103

Chico’s

463

19 W Eighth St, Unit 29

W 8th St/Holland MI0463

19 W Eighth St, Unit 29

Holland

49423

Chico’s

464

Carmel Mountain Ranch TC

CarmelMtR/SanDiego CA0464

11955 Carmel Mountain Rd,#703

San Diego

92128

Chico’s

465

Creekside Station

CrksdeSta/Winchstr VA0465

3103 Valley Ave, Ste 108

Winchester

22601

Chico’s

466

Mayfaire Towne Centre

Mayfaire TC/Wlmngtn NC0466

909 Inspiration Dr

Wilmington

28405

Chico’s

467

The District at Green Valley Ranch

GrnVlyRnch/LsVegas NV0467

2240 Village Walk Dr

Henderson

85092

Chico’s

468

Village Square at Dana Park

VlgSq@DanaPrk/Mesa AZ0468

1660 S Val Vista Dr, Ste 121

Mesa

85204

Chico’s

469

Bel Mar

Bel Mar/Lakewood CO0469

350 S Teller St

Lakewood

80226

Chico’s

470

Columbia Mall

Columbia Mall MO0470

2300 Bernadette Dr, Ste 110

Columbia

65203

Chico’s

471

Paducah Center

Paducah Center KY0471

2929 James Sanders Blvd, Ste G3 & G4

Paducah

42001

Chico’s

472

The Pines

Pines/BowlingGreen KY0472

2020 Scottsville Rd, Ste 104

Bowling Green

42104

Chico’s

473

Central Texas Marketplace

CentrlTxMktpl/Waco TX0473

2444 West Loop 340, Ste 13

Waco

76711

Chico’s

474

Commons at Issaquah

Commns at Issaquah WA0474

775 NW Gilman Blvd, Ste C13

Issaquah

98027

Chico’s

475

The Galleria at 41st Street

Gllria41/SiouxFlls SD0475

3308 S Louise Ave

Sioux Falls

57106

Chico’s

476

Gateway Station

GatewySC/CollegeSt TX0476

1501 University Dr E, Ste D

College Station

77840

Chico’s

477

Washingtonian Center

WashCtr/Gaithrsbrg MD0477

20 Grand Corner Ave, Ste B

Gaithersburg

20878

Chico’s

478

Chicago Premium Outlets

ChicagoOutl/Aurora IL0478

1650 Premium Outlet Blvd, #1161

Aurora

60504

Chico’s

479

Loehmann’s 5 Points Plaza

5PtsPlz/HuntgtnBch CA0479

18573 Main St

Huntington Beach

92648

Chico’s

480

Bradley Fair Shopping Center

BradlyFair/Wichita KS0480

2122 N Rock Rd

Wichita

67206

Chico’s

481

Derby Street Shoppes

DrbyStShps/Hingham MA0481

98 Derby St, Ste 409

Hingham

02043

Chico’s

482

Paseo Plaza Shopping Center

PaseoPlaza/McAllen TX0482

1700 S 10th St, Ste 190

McAllen

78503

Chico’s

483

Centennial Place

CentnlPl/Mishawaka IN0483

210 W Cleveland Rd

Granger

46530

Chico’s

484

Pine Tree Shoppes

PineTreeShps/Wxfrd PA0484

12083 Perry Hwy

Wexford

15090

Chico’s

485

Spanish Spring Town Square

SpnshSprTSq/Vllges FL0485

992 Del Mar Dr

The Villages

32159

Chico’s

486

199 Wayland Ave

WylndSq/Providence RI0486

199 Wayland Ave

Providence

02906

Chico’s

487

Jordan Creek Town Center

JrdnCrkTC/WDesMoin IA0487

101 Jordan Creek Pkwy, Ste 11370

West Des Moines

50266

Chico’s

488

445 Central Avenue

CentralAv/Cedrhrst NY0488

445 Central Ave

Cedarhurst

11516

Chico’s

489

Cornerstone Place

CrnrstnPl/Tllahsee FL0489

1460 Market St, Ste A

Tallahassee

32312

Chico’s

490

Village Pointe

VillagePoint/Omaha NE0490

17255 Davenport St, Ste 105

Omaha

68118

Chico’s

491

Charleston Town Center

ChstnTnCtr/Chrlstn WV0491

2005 Charleston Town Center

Charleston

25389

Chico’s

492

102 North Walnut Street

NWIntSt/Bloomngton IN0492

102 North Walnut St

Bloomington

47404

Chico’s

493

First & Main

First&Main/Hudson OH0493

92 1st St

Hudson

44236

Chico’s

494

Old Farm Shoppes

OldFarmSh/Chmpaign lL0494

1701-1703 W Kirby Ave

Champaign

61821

Chico’s

495

The Quarter at Tropicana

Qrtr@Trpcna/AtlCty NJ0495

2801 Pacific Ave, Ste 224

Atlantic City

08401

Chico’s

496

Crocker Park Shopping Center

CrockerPrk/Wstlake OH0496

129 Main St

Westlake

44145

Chico’s

497

The Town Center at Levis Commons

TC@LvsCmns/Prysbrg OH0497

3135 Levis Commons Blvd

Perrysburg

43551

Chico’s

498

The Streets of Tanasbourne

StsofTnsbrn/Hisbro OR0498

2115 NW Allie Ave, Ste 510

Hillsboro

97124

Chico’s

499

Shoppes at Bellemead

Shps@Bllmd/Shrvprt LA0499

6535 Youree Dr, Ste 100

Shreveport

71105

Chico’s

500

Algonquin Commons

Algonquin Commons lL0500

1960 S Randall Rd

Algonquin

60102

Chico’s

501

Simpson Plaza

SimpsonPlaza/Tyler TX0501

4249 South Broadway

Tyler

75701

Chico’s

502

The Eastern Shore Centre

EasternShC/SpnshFrt AL0502

30500 State Hwy 181, Ste 210

Spanish Fort

36527

Chico’s

503

The Shoppes at Susquehanna Marki

SusqhnaMktp/Hrsbrg PA0503

2585 Brindle Dr

Harrisburg

17110

Chico’s

504

The Crossroads

Crossroads/Portage MI0504

6650 S Westnedge, Ste 127

Portage

49024

Chico’s

505

Hamilton Corner

HmltnCrnr/Chtnooga TN0505

2115 Gunbarrel Rd

Chattanooga

37421

Chico’s

506

Main Street

MainStr/Los Altos CA0506

271 Main St

Los Altos

94022

Chico’s

507

Two Congress Park

2CngrsPk/SratgaSpr NY0507

329 Broadway

Saratoga Springs

12866

Chico’s

508

Victoria Gardens

VctrGdn/RnchoCcmng CA0508

12520 S Mainstreet

Rancho Cucamonga

91739

Chico’s

509

Oak Hollow Village Shopping Center

OakHlwVlgSC/HighPt NC0509

1231 Eastchester Dr, Ste 109

High Point

27265

Chico’s

510

Riverbend Center

RiverbendCtr/Rome GA0510

1460 Turner McCall Blvd SW

Rome

30161

Chico’s

511

Clay Terrace

ClayTerrace/Carmel IN0511

14390 Clay Terrace Blvd, Ste 110

Carmel

46032

Chico’s

512

Millwood Shopping Center

MillwdSC/Rock Hill SC0512

335 Herlong Ave, Ste 204

Rock Hill

29732

Chico’s

513

419 Beaver Street

BeaverSt/Sewickley PA0513

419 Beaver St

Sewickley

15143

Chico’s

514

The Shoppes at River Crossing

Sh@RvrCrssng/Macon GA 0514

5080 Riverside Dr, Ste 428

Macon

31210

Chico’s

515

Trenholm Plaza

TrnhlmPlz/Columbia SC0515

4840 Forest Dr, Ste 30

Columbia

29206

Chico’s

516

Old Galveston Square

OldGalvestonSquare TX0516

2215 Strand St, Ste 101

Galveston

77550

Chico’s

517

The Shoppes at Blackstone Valley

Shps@BlkstnV/Mlbry MA0517

70 Worcester Providence Tpk, Ste 615

Millbury

01527

Chico’s

518

Crossings Factory Outlet

CrsngsFOut/Tnrsvie PA0518

1000 Rte 611, Ste C-06

Tannersville

18372

Chico’s

519

Ulster Crossing

UlstrCrssng/Kngstn NY0519

1153 Ulster Ave

Kingston

12401

Chico’s

520

United Penn Plaza

UnitdPennPl/Kngstn PA0520

184 United Penn Plaza

Kingston

18704

Chico’s

521

Monroeville Mall

Monroeville Mall PA0521

709 Mall Circle Dr

Monroeville

15146

Chico’s

522

4325 Talmadge Road

Talmadge Rd/Toledo OH0522

4325 Talmadge Rd

Toledo

43623

Chico’s

523

The Village at Alderwood

Vlg@Alderwd/Lynnwd WA0523

3000 184th St SW, Ste 980

Lynnwood

98037

Chico’s

524

Court Street

CrtSt/SanLuisObspo CA0524

1080 Court St

San Luis Obispo

93401

Chico’s

525

The Avenue Viera

Avenue at Viera FL0525

2271 Town Center Ave, Ste 119

Viera

32940

Chico’s

526

Evansville Pavilion

EvansvillePavilion IN0526

6401 E Lloyd Expwy, Ste 14

Evansville

47715

Chico’s

527

Baederwood Shopping Center

BdrwdSC/Jenkintown PA0527

1661 The Fairway

Jenkintown

19046

Chico’s

528

271 Main Street

MainStr/Huntington NY0528

271 Main St

Huntington

11743

Chico’s

529

The Avenue at White Marsh

Ave@WhtMrsh/Baltmr MD0529

8129-H Honeygo Blvd

Baltimore

21236

Chico’s

530

Lawrence Farms Market Square

LrncFmMktSq/Fshkll NY0530

1083 US Rte 9

Fishkill

12524

Chico’s

531

Fashion Mall at Keystone

FshnMI@Keystn/lndy IN0531

8702 Keystone Crossing Dr, Ste 104

Indianapolis

46240

Chico’s

532

Tanger Outlet Center at Five Oaks

Sevierville Outlet TN0532

1645 Parkway, Ste 280

Sevierville

37862

Chico’s

533

Prescott Gateway

Prescott Gateway A20533

3250 Gateway Blvd, Ste 432

Prescott

86303

Chico’s

534

TalbotTown

TalbotTown/Easton MD0534

218 N Washington St, Ste 23

Easton

21601

Chico’s

535

Towne Center at Cedar Lodge

TC@CdrLdg/BtnRouge LA0535

7455 Corporate Blvd, Ste 400

Baton Rouge

70809

Chico’s

536

Independence Center

IndependenceCenter MO0536

2144 Independence Center Dr

Independence

64057

Chico’s

537

LaBoutique Shopping Center

LaBoutique/Merrick NY0537

1999 Merrick Rd

Merrick

11566

Chico’s

538

Bridgeport Village

BridgprtVlg/Tigard OR0538

7473 SW Bridgeport Rd

Tigard

97224

Chico’s

539

La Cumbre Plaza

LaCumbrP/SntaBrbra CA0539

120 S Hope Ave

Santa Barbara

93105

Chico’s

540

Shops on Mesa

ShopsonMesa/EIPaso TX0540

5860 N Mesa, Ste 102

El Paso

79912

Chico’s

541

University Square

UnivSq/W Lafayette IN0541

500 Sagamore Pkwy

West Lafayette

47906



Schedule 5.1 (x)-1	Chico’s	Page 7

Brand

Store #

Location

Company Store Name

Address

City

ZIP

Chico’s

542

Cornerstone Marketplace

CrnrstnMpl/HtSprgs AR0542

301 Cornerstone Marketplace

Hot Springs

71913

Chico’s

543

Chico’s, Southgate Mall

Southgate/Missoula MT0543

2901 Brooks Ave, Ste B13

Missoula

59801

Chico’s

544

Burnt Mills

BrntMlls/SlvrSprng MD0544

10733 Colesville Rd

Silver Spring

20901

Chico’s

545

Lincoln Center

LincolnCtr/Stckton CA0545

6545 Pacific Ave

Stockton

95207

Chico’s

546

Colonial University Village

ClnlUnivVlg/Auburn AL0546

1627 Opelika Rd, Ste 26

Auburn

36830

Chico’s

547

The Shoppes at College Hills

Shps@ClgHls/Normal IL0547

303 Veterans Pkwy, Ste 130

Normal

61761

Chico’s

548

Seattle Premium Outlets

Seattle PremOutlet WA0548

10600 Quil Ceda Blvd

Tulalip

98271

Chico’s

549

El Dorado Plaza

EldrdoPlz/McKinney TX0549

2750 S Central Exp’wy, Ste 104

McKinney

75070

Chico’s

550

Pier at Caesar’s

Pier@Cesrs/AtlCity NJ0550

1 Atlantic Ocean, Unit 1144

Atlantic City

08401

Chico’s

551

Abercorn Walk

AbrcrnWlk/Savannah GA0551

5525 Abercorn St, Ste 150

Savannah

31405

Chico’s

552

The Colonnade at State College

Clnd@State College PA0552

19 Colonnade Way

State College

16803

Chico’s

553

Flat Iron Crossing

FltlrnCrg/Broomfld CO0553

1 W Flatiron Crossing Dr, Ste 1010

Broomfield

80021

Chico’s

554

Hunt Valley Towne Center

Hunt Valley TC MD0554

116 Shawan Rd, Ste 10

Hunt Valley

21030

Chico’s

555

Crestview Hills Town Center

Crestview Hills TC KY0555

2836 Town Center Blvd

Crestview Hills

41017

Chico’s

556

Eaglewood Shops

EaglwdSh/N Andover MA0556

119 Turnpike St

North Andover

01845

Chico’s

557

Orland Park Crossing

Orland Park Crssng IL0557

9500 W 143rd St, Ste 214

Orland Park

60462

Chico’s

558

Metropolis

Metrpolis/Plainfld IN0558

351 Metropolis Mile, Ste 160

Plainfield

46168

Chico’s

559

Waldorf Market Place

Waldorf MarktPlace MD0559

3076 Waldorf Market Place

Waldorf

20603

Chico’s

560

643 Massachusetts St

Mass St/Lawrence KS0560

643 Massachusetts St

Lawrence

66044

Chico’s

561

Firewheel Town Center

FirewheelTC/Garland TX0561

275 Cedar Sage Dr

Garland

75040

Chico’s

562

The Shops at La Cantera

LaCntera/SnAntonio TX0562

15900 La Cantera Pkwy, Bldg 1 Ste 1190

San Antonio

78256

Chico’s

563

Main Street at Lakewood Ranch

LakewdRnch/Brdnton FL0563

8141 Lakewood Ranch Rd, Ste 106

Bradenton

34202

Chico’s

564

Westwood Village

WestwdVill/Seattle WA0564

2600 SW Barton St, Ste E2

Seattle

98126

Chico’s

565

NorthPark Center

NorthPrkCtr/Dallas TX0565

8687 N Central Expressway, Ste 1120

Dallas

75225

Chico’s

566

Woodburn Company Stores

Woodburn Co Stores OR0566

1001 N Arney Rd, Ste 402

Woodburn

97071

Chico’s

567

The Summit Sierra

Summit Sierra/Reno NV0567

13925 S Virginia St, Ste 224

Reno

89511

Chico’s

568

Simi Valley Town Center

Simi Valley TC CA0568

1555 Simi Valley Town Center Way, Unit 130

Simi Valley

93065

Chico’s

569

The Village at Bay Park

Vlg@BayPrk/GrenBay WI0569

760 Willard Dr, Ste 400

Ashwabenon

54304

Chico’s

570

The Avenue Carriage Crossing

AvCrgCrsg/Coliervl TN0570

4610 Merchants Park Cir, Ste 531

Collierville

38017

Chico’s

571

Lakeside Village

LakesdVlg/Lakeland FL0571

1425 Town Center Dr

Lakeland

33803

Chico’s

572

Washington Square

Washington Sq/Tigard OR0572

9318 SW Washington Square Rd

Tigard

97223

Chico’s

573

Lakeport Commons

LkprtCmns/SiouxCty IA0573

5001 Sergeant Rd, Ste 200

Sioux City

51106

Chico’s

574

Avalon Plaza Shopping Center

AvinPlzSC/Salsbury MD0574

2737-C N Salisbury Blvd

Salisbury

21801

Chico’s

575

Midtowne Shopping Center

MdtwnSC/Little Rock AR0575

201 N University Ave, Ste 210

Little Rock

72205

Chico’s

576

The Shops at Greenridge

Shps@Grnrdg/Grnvll SC0576

1125 Woodruff Rd, Ste 1701

Greenville

29607

Chico’s

577

Cielo Vista Mall

CieloVista/El Paso TX0577

8401 Gateway Blvd W, Sp. E05

El Paso

79925

Chico’s

578

Texarkana Pavilion

Texarkana Pavilion TX0578

4252 D Saint Michael Dr

Texarkana

75503

Chico’s

579

Prime Outlets Queenstown

PrimOut Queenstown MD0579

102 Outlet Center Dr, Ste F080

Queenstown

21658

Chico’s

580

Prime Outlets at San Marcos

PrmOutl San Marcos TX0580

3939 S IH 35, Ste 1300

San Marcos

78666

Chico’s

581

Rogue Valley Mall

RogueVllyM/Medford OR0581

1600 N Riverside Ave, Ste 3005

Medford

97501

Chico’s

582

Metropolis Shops on Dowlen

MtrplsShps/Beaumnt TX0582

3195 Dowlen Rd, Ste 102

Beaumont

77706

Chico’s

583

The Shops at Seven Oaks

Shp@70aks/Florence SC0583

1937 Hoffmeyer Rd

Florence

29501

Chico’s

584

Lighthouse Place Premium Outlets

LthsPlOut/MichCity IN0584

927 Lighthouse Place

Michigan City

46360

Chico’s

585

Steeplegate Mall

SteeplegtM/Concord NH0585

270 Loudon Rd, Ste 1160

Concord

03301

Chico’s

586

Nelson’s Crossing

NlsnsCrsng/Faytvle AR0586

745 E Joyce Blvd, Ste 101

Fayetteville

72703

Chico’s

587

Menlo Park Mall

MenloPrkMll/Edison NJ0587

496 Menlo Park

Edison

08837

Chico’s

588

Mesilla Valley Mall

MsllaVlyM/LsCruces NM0588

700 S Telshor Blvd, Ste 1342

Las Cruces

88011

Chico’s

589

The Shops at Atlas Park

Shps@AtlsPk/Glndle NY0589

80-40 Cooper Ave, Bldg 4, Sp 4-102

Glendale

11385

Chico’s

590

Staten Island Mall

Staten Island Mall NY0590

2655 Richmond Ave, Sp 2610

Staten Island

10314

Chico’s

591

The Shops at River Park

Shps@RvrPrk/Fresno CA0591

45 Via La Plata

Fresno

93720

Chico’s

592

Louisiana Boardwalk

LBrdwlk/BossierCty LA0592

505 Boardwalk Blvd

Bossier City

71111

Chico’s

593

The Orchard

Orchard Park NY0593

4005 N Buffalo Rd, Ste 400

Orchard Park

14127

Chico’s

594

North Park Crossing Shopping Center

NrthPrkCrsg/Joplin MO0594

320 Geneva Ave, Ste 400

Joplin

64801

Chico’s

595

Colonial Pinnacle at Turkey Creek

TurkeyCrk/Knoxvlle TN0595

11321 Parkside Dr

Knoxville

37934

Chico’s

596

Streets of Chester

Streets of Chester NJ0596

440 US Hwy 206 S

Chester

07930

Chico’s

597

Lincolnshire Commons

Lincolnshire Commons IL0597

970 Milwaukee Ave, Ste H

Lincolnshire

60069

Chico’s

598

Cary Towne Center

Cary Towne Center NC0598

1105 Walnut St, Ste 129

Cary

27511

Chico’s

599

Randolph Park Shopping Center

RandolphPrkSC/York PA0599

1722 S Queen St, Ste 220

York

17403

Chico’s

600

Houston Galleria

Houston Galleria TX0600

5061 Westheimer Rd, Ste 8080

Houston

77056

Chico’s

601

Coral Ridge Mall

CoralRg/Coralville IA0601

1451 Coral Ridge Ave, Ste 119

Coralville

52241

Chico’s

602

Galleria Dallas

Galleria Dallas TX0602

13350 Dallas Pkwy, Ste 2225

Dallas

75240

Chico’s

603

Plaza Las Américas

PlzLasAmer/HatoRey PR0603

525 Ave FD Roosevelt, Ste 448

Hato Rey

00918

Chico’s

604

5605 Magazine Street

MgznSt/New Orleans LA0604

5605 Magazine St

New Orleans

70115

Chico’s

605

The Greene

The Greene/Dayton OH0605

98 Plum St

Dayton

45440

Chico’s

607

Shops of Uptown Park Ridge

Uptown Park Ridge IL0607

158 N Northwest Hwy, Space A-4

Park Ridge

60068

Chico’s

608

Kent Station

Kent Station WA0608

441 Ramsay Wy, Ste 101

Kent

98032

Chico’s

609

Arden Fair

ArdnFair/Sacramnto CA0609

1698 Arden Way, Ste 1326

Sacramento

95815

Chico’s

610

LaCenterra at Cinco Ranch

LaCntra@CncoR/Katy TX0610

23501 Cinco Ranch Blvd, Ste G110

Katy

77494

Chico’s

612

The Promenade Shops at Dos Lagos

DosLagosCtr/Corona CA0612

2870 Cabot Dr, Ste 5-125

Corona

92883

Chico’s

613

Danbury Fair Mall

Danbury Fair Mall CT0613

7 Backus Ave, Ste 107

Danbury

06810

Chico’s

614

Columbia Center

ClmbiaCtr/Kenewick WA0614

1321 N Columbia Center Blvd, Ste 800

Kennewick

99336

Chico’s

615

The Avenue Webb Gin

AveWbGn/Snellville GA0615

1350 Scenic Hwy, Ste 308

Snellville

30078

Chico’s

616

ABQ Uptown

ABQUptown/Albuqurq NM0616

2241 Q Street NE, Ste 7B

Albuquerque

87110

Chico’s

617

The Promenade Shops at Centerra

Sh@Centera/Lovelnd CO0617

5865 Sky Pond Dr, Ste G112

Loveland

80538

Chico’s

618

Westfield Topanga

Topnga/Canoga Park CA0618

6600 Topanga Canyon Blvd, Unit 64

Canoga Park

91303

Chico’s

619

Branson Landing

Branson Landing MO0619

1003 Branson Landing Blvd

Branson

65616

Chico’s

620

Southlands

Southlands/Aurora CO0620

6235 S Main St, Unit C113

Aurora

80016

Chico’s

621

Towne Place at Greenbrier

TownPl@Grbr/Chsapk VA0621

725 Eden Wy, Ste 720

Chesapeake

23320

Chico’s

622

The Mall at Turtle Creek

M@TurtlCrk/Jonsbro AR0622

3000 E Highland Dr, Ste 501

Jonesboro

72401

Chico’s

623

Claremont Village

Claremont Village CA0623

101 N Indian Hill Blvd, Ste C1-100

Claremont

91711



Schedule 5.1 (x)-1	Chico’s	Page 8

Brand

Store #

Location

Company Store Name

Address

City

ZIP

Chico’s

624

205 Howard Street

GasLghtDst/Petosky MI0624

205 Howard St

Petoskey

49770

Chico’s

625

The Outlets at Hershey

Outlets at Hershey PA0625

57 Outlet Sq

Hershey

17033

Chico’s

626

Green Oak Village Place

GrnOakVIPI/Brightn MI0626

9660 Village Place Blvd

Brighton

48116

Chico’s

627

Westfield Capital Promenade

CapitlProm/Olympia WA0627

2511 4th Ave W, Ste 101

Olympia

98502

Chico’s

628

Prime Outlets Hagerstown

PrimOut Hagerstown MD0628

110 Prime Outlets Blvd

Hagerstown

21740

Chico’s

629

City Center at Oyster Point

CtyC@OystrP/NptNws VA0629

701 Mariners Row, Ste 112

Newport News

23606

Chico’s

630

Colonial Pinnacle at Tutwiler Farm

TutwirFrm/Birmnghm AL0630

5012 Pinnacle Sq, Ste 118

Birmingham

35235

Chico’s

631

Outlet at Silverthorne

Out@Silverthorne CO0631

125-D Stephens Way

Silverthorne

80498

Chico’s

632

The Shops at Coconut Point

Sh@CocontPt/Estero FL0632

23160 Fashion Dr, Ste 113

Estero

33928

Chico’s

633

Smith Haven Mall

SmithHavnM/LkGrove NY0633

638 Smith Haven Mall, R-09

Lake Grove

11755

Chico’s

634

Valley Square Shopping Center

VallySq/Warrington PA0634

1556 Main St, Spc 702

Warrington

18976

Chico’s

635

Park West

Parke West/Peoria AZ0635

9784 W Northern Ave, Ste 1200

Peoria

85345

Chico’s

636

Towne Center at Englewood

TC at Englewood NJ0636

14 W Palisade Ave

Englewood

07631

Chico’s

637

Winter Garden Village at Fowler Gro’

Winter Garden Vilg FL0637

3251 Daniels Rd, Ste 106

Winter Garden

34787

Chico’s

638

Town Center at Otay Ranch

OtayRnch/ChulaVsta CA0638

2015 Birch Rd, Ste 1705

Chula Vista

91913

Chico’s

639

50th & France

FranceAveS/Edina MN0639

4954 France Ave S

Edina

55410

Chico’s

640

Genesee Valley Center

Genesee VllyC/Flint MI0640

4364 Miller Rd, E2(a)

Flint

48507

Chico’s

641

Shoppes at Montage

Shp@Montage/Moosic PA0641

2321 Shoppes Blvd

Moosic

18507

Chico’s

642

Prime Outlets at Grove City

PrimOut Grove City PA0642

1911 Leesburg Grove City Rd, Spc 1050

Grove City

16127

Chico’s

643

Prime Outlets Jeffersonville

PrmOut Jeffersnvll OH0643

8000 Factory Shops Blvd, Ste. 8200

Jeffersonville

43128

Chico’s

644

Grand Avenue

GrandAve/St Paul MN0644

1062 Grand Ave

Saint Paul

55105

Chico’s

645

St. Clair Square

SH@StClrSq/FrvwHgts IL0645

6540 N Illinois St, Ste 101

Fairview Heights

62208

Chico’s

646

Arbor Lakes

ArbrLakes/MapleGrv MN0646

7817 Main St N

Maple Grove

55369

Chico’s

647

New Town Shops on Main

NewTwnSh/Willmsbrg VA0647

5106 Main St

Williamsburg

23188

Chico’s

648

Providence Marketplace

PrvdMktpl/MtJuliet TN0648

401 S Mt Juliet Rd, Ste 425

Mount Juliet

37122

Chico’s

649

Village at Colony Place

Vlg@ClnyP/Plymouth MA0649

156 Colony Place

Plymouth

02360

Chico’s

650

Ross Park Mall

RossPrk/Pittsburgh PA0650

1000 Ross Park Mall Dr, L15A

Pittsburgh

15237

Chico’s

651

The Shops at Rossmoor

Sh@Rssmoor/SealBch CA0651

12217 Seal Beach Blvd, Spc #217

Seal Beach

90740

Chico’s

652

The Shoppes at Pierce Hill

Sh@PierceHI/Vestal NY0652

1308 Vestal Pkwy E, Ste 1

Vestal

13850

Chico’s

653

Galleria

Galleria/Edina MN0653

3585 Galleria

Edina

55435

Chico’s

654

The Shops at Wailea

Shops at Wailea HI0654

3750 Wailea Alanui Dr, Ste B-4

Wailea, Maui

96753

Chico’s

655

Mall of Georgia

Mall of GA/Buford GA0655

3333 Buford Dr, Ste VC01A

Buford

30519

Chico’s

656

The Shoppes at Old Bridge

Shops @ Old Bridge NJ0656

3837 US Hwy 9, Spc I

Old Bridge

08857

Chico’s

657

Lehigh Valley Mall

LehiVlly/Whitehall PA0657

911 Lehigh Lifestyle Center

Whitehall

18052

Chico’s

658

Bridge Street Town Centre

BrdgStTC/Huntsvill AL0658

340 The Bridge St, Ste 100

Huntsville

35806

Chico’s

660

The Fountains

Fountains/Rosevlle CA0660

1013 Galleria Blvd, Ste 100

Roseville

95678

Chico’s

661

SouthPark

SthPrk/Strongville OH0661

500 Southpark Center, HL 82

Strongsville

44136

Chico’s

662

The Shops at Pembroke Gardens

Sh@PmbrkG/PmbrkPns FL0662

329 SW 145th Ter

Pembroke Pines

33027

Chico’s

663

The Streets of Cranberry

Sts of Cranberry PA0663

20412 Route 19, Ste 330

Cranberry Township

16066

Chico’s

664

East Lake Street

EastLakeSt/Wayzata MN0664

701 E Lake St

Wayzata

55391

Chico’s

665

The Mall at Rockingham Park

M@RocknghmPk/Salem NH066

I99 Rockingham Park Blvd, Spc E-217A

Salem

03079

Chico’s

666

Red Cliffs Mall

RedClffsM/StGeorge UT0666

446 N 1680 East, Ste 1300

St George

84790

Chico’s

667

Eden Prairie Center

Eden Prairie Centr MN0667

8251 Flying Cloud Dr, Ste 1288

Eden Prairie

55344

Chico’s

668

Greenwood Park Mall

Greenwood ParkMall IN0668

1251 US Hwy 31 N, Spc P100

Greenwood Park

46142

Chico’s

669

Town Square Las Vegas

Town Sq/Las Vegas NV0669

6671 Las Vegas Blvd S, Ste 116

Las Vegas

89119

Chico’s

670

Milford Marketplace

Milford Marktplace CT0670

1668 Boston Post Rd

Milford

06460

Chico’s

671

The District at CherryVale

Dst@ChrryVI/Rckfrd IL0671

7160 Harrison Ave, Ste 4

Rockford

61112

Chico’s

672

Centerplace Galleria

Centrplc/Rochester MN0672

111 S Broadway, Ste 216

Rochester

55904

Chico’s

673

Village at Stone Oak

Vl@StnOak/SnAntnio TX0673

22702 US Hwy 281 N, Ste 101

San Antonio

78259

Chico’s

674

Shops at Highland Village

Sh@HighlandVillage TX0674

4071 Deer Creek, Ste 110

Highland Village

75077

Chico’s

675

The Avenue Murfreesboro

Ave Murfreesboro TN0675

2615 Medical Center Pkwy, Ste 2060

Murfreesboro

37219

Chico’s

676

2300 Broadway

Broadway/New York NY0676

2300 Broadway

New York

10024

Chico’s

677

Westfield Horton Plaza

HortonPlz/SanDiego CA0677

324 Horton Plaza, Ste 101

San Diego

92101

Chico’s

678

Orchard Hills Retail Center

OrchardHlls/Irvine CA0678

3989 Portola Pkwy, Bldg 600C

Irvine

92602

Chico’s

679

Pulman Square

S@PulmnSq/Huntngtn WV0679

22 Pullman Sq

Huntington

25701

Chico’s

680

Center name N/A

ParkAve/WinterPark FL0680

214 South Park Ave

Winter Park

32789

Chico’s

681

Mansfield Crossing

Mansfield Crossing MA0681

280 School St, Ste F190

Mansfield

02408

Chico’s

682

Burr Ridge Village Center

Burr Ridge VillCtr IL0682

595 Village Center Dr

Burr Ridge

60527

Chico’s

683

The Orchard

Orchrd/NewHartford NY0683

8617 Clinton St

New Hartford

13413

Chico’s

684

The Shoppes at Wyomissing

Sh@Wyomssng/Reading PA068

742 Woodland Rd

Wyomissing

19610

Chico’s

685

Cordova Mall

CordovaM/Pensacola FL0685

5100 N 9th Ave, Spc E501B

Pensacola

32504

Chico’s

686

San Tan Village

SanTanVlge/Gilbert AZ0686

2168 E Williams Field Rd, Bldg 8 Ste 112

Gilbert

85295

Chico’s

687

Alamance Crossing

AlmncCrsng/Brlngtn NC0687

3169 Waltham Blvd, Spc G-1

Burlington

27215

Chico’s

688

The Streets of Indian Lake

StsoflndLk/Hndrsnv TN0688

300 Indian Lake Blvd., Bldg A, Suite 180

Hendersonville

37075

Chico’s

689

Watters Creek at Montgomery Farm

WattersCreek/Allen TX0689

827 Market Street

Allen

75013

Chico’s

690

Philadelphia Premium Outlets

PhilPrOut/Pitstown PA0690

18 Lightcap Rd, Ste 377

Pottstown

19464

Chico’s

691

Hill Country Galleria

HillCntryG/BeeCave TX0691

12700 Hill Country Blvd, Ste T-128

Bee Cave

78738

Chico’s

692

Stone Ridge Shopping Center

StoneRidgSC/Duluth MN0692

921 West Central Entrance

Duluth

55811

Chico’s

693

Uptown Gig Harbor

Uptown Gig Harbor WA0693

4735 Point Fosdick Dr NW, Ste 100

Gig Harbor

98335

Chico’s

694

Freehold Raceway Mall

Freehold Raceway M NJ0694

3710 Route 9, Ste 2704

Freehold

07728

Chico’s

695

2188 Fourth St

4thSt/WhiteBearLke MN0695

2188 Fourth St

White Bear Lake

55110

Chico’s

696

Orchard Shops at Riverside Plaza

OrchSh@RiversidePI CA0696

3639 Riverside Plaza Dr, Ste 500

Riverside

92506

Chico’s

697

Crossroads Center

Crssroads/St Cloud MN0697

4101 W Division St, Spc B20

Saint Cloud

56301

Chico’s

698

Tamarack Village

TamrackV1/Woodbury MN0698

8390 Tamarack Village, Ste 509

Woodbury

55125

Chico’s

699

Mall of America

M ofAmer/Bloomngtn MN0699

184 South Ave

Bloomington

55425

Chico’s

700

The Shops at Wiregrass

Sh@Wrgrss/WslyChpl FL0700

28329 Paseo Dr, Unit 110

Wesley Chapel

33543

Chico’s

701

The Shops at Evergreen Walk

Sh@EvrgrnWk/SWndsr CT0701

501 Evergreen Way

South Windsor

06074

Chico’s

702

The Streets of Brentwood

Strts of Brentwood CA0702

2455 Sand Creek Rd, Ste 124

Brentwood

94513

Chico’s

703

The Arboretum of South Barrington

Arbortm/S Barrngton IL0703

100 West Higgins Rd, Spc R-1

S Barrington

60010

Chico’s

704

West Acres Shopping Center

West AcresSC/Fargo ND0704

3902 13th Ave S, Ste 2325

Fargo

58103



Schedule 5.1 (x)-1	Chico’s	Page 9

Brand

Store #

Location

Company Store Name

Address

City

ZIP

Chico’s

705

Chico Mall

Chico Mall CA0705

1960 East 20th St

Chico

95928

Chico’s

706

Midtown Village

MdtwnVlg/Tscaloosa AL0706

1800 McFarland Blvd E, Ste 202

Tuscaloosa

35404

Chico’s

708

Renaissance at Colony Park

Ren@ClnyPk/Ridglnd MS0708

1000 Highland Colony Pkwy, Ste 2006

Ridgeland

39157

Chico’s

709

Anaheim Garden Walk

Anaheim GardenWalk CA0709

321 W Katella Ave, Spc 125

Anaheim

92802

Chico’s

710

The Shoppes at North Brunswick

Sh@North Brunswick NJ0710

758 Shoppes Blvd, Spc 11

North Brunswick

08902

Chico’s

714

Shadow Lake Towne Center

ShadwLkTC/Papilion NE0714

7640 Towne Center Pkwy, Ste 117

Papillion

68046

Chico’s

715

Prime Outlets Orlando

PrimeOutlt Orlando FL0715

4957 International Drive, Suite 1D-27

Orlando

32819

Chico’s

716

Pearland Town Center

Pearland Town Cntr TX0716

11200 Broadway Street, Suite 720

Pearland

77584

Chico’s

717

The Market Common Myrtle Beach

MktCmn MyrtleBeach SC0717

4000 Howard Avenue

Myrtle Beach

29577

Chico’s

718

Pier Park

PierPrk/PanamaCBch FL0718

200 Bluefish Dr, Ste 100

Panama City Beach

32413

Chico’s

719

Hamilton Town Center

HamltnTC/Noblsvlle IN0719

13185 Harrell Pkwy, Ste 100

Noblesville

46060

Chico’s

720

The Americana at Brand

Amrcna@Brnd/Glndle CA0720

839 Americana Way

Glendale

91210

Chico’s

723

Ala Moana Center

Ala Moana/Honolulu HI0723

1450 Ala Moana Blvd, Spc 3306

Honolulu

96814

Chico’s

725

Fashion Outlets of Niagara

FshnOutof NiagrFls NY0725

1902 Military Rd, Spc 45

Niagara Falls

14304

Chico’s

726

The Promenade at Coconut Creek

Pr@Lyons/CocontCrk FL0726

4467 Lyons Rd, Ste H1-105

Coconut Creek

33073

Chico’s

732

Mall at Millenia

Mll@Mllnia/Orlando FL0732

4200 Conroy Rd, Ste 205

Orlando

32839

Chico’s

733

The Orchard Town Center

OrchrdTC/Westmnstr CO0733

14647 Delaware St, Ste 400

Westminister

80023

Chico’s

735

Uptown Village at Cedar Hill

UptnVlg@Cedar Hill TX0735

305 West FM 1382, Spc 301

Cedar Hill

75104

Chico’s

737

The Mall at Partridge Creek

M@PrtrdgCrk/Clintn MI0737

17370 Hall Rd, Ste 126

Clinton Township

48038

Chico’s

738

The Avenue Forsyth

AveForsyth/Cumming GA0738

410 Peachtree Pkwy, Ste 4130

Cumming

30041

Chico’s

752

The Shoppes at Chino Hills

Shops@ Chino Hills CA0752

13850 City Center Dr, Ste 5055

Chino Hills

91709

Chico’s

758

Prime Outlets Birch Run

Prime@ut Birch Run MI0758

8825 Marketplace Dr, Ste F380

Birch Run

48415

Chico’s

759

The Meadows at Lake Saint Louis

Meadws/LakeStLouis MO0759

11 Meadows Circle Dr, Ste 428

Lake St Louis

63367

Chico’s

763

Prime Outlets Gaffney

Prime Outl Gaffney SC0763

100 Factory Shops Blvd, Ste 100

Gaffney

29341

664



Schedule 5.1 (x)-1	Chico’s	Page 10

Brand

Store #

Location

Company Store Name

Address

City

ZIP

WH|BM

3001

Harborplace

Harborplace/Baltimore MD3001

201 East Pratt St, Ste 30

Baltimore

21202

WH|BM

3003

The Shops at Georgetown Park

MStreet/Georgetown DC3003

3222 M Street NW

Washington

20007

WH|BM

3004

First Street Station

IstStSta/RhbthBch DE3004

70 Rehoboth Ave, Ste 115

Rehoboth Beach

19971

WH|BM

3005

Union Station

UnionSta/Washngton DC3005

50 Massachusetts Ave NE

Washington

20002

WH|BM

3009

CocoWalk

CocoWalk/CoconutGr FL3009

3015 Grand Ave, Spc 115

Coconut Grove

33133

WH|BM

3011

Town Center at Boca Raton

TownCtr@Boca Raton FL3011

6000 Glades Rd, Ste 1101

Boca Raton

33431

WH|BM

3012

The Shops at Charleston Place

Shops @ Charleston SC3012

128-12 Market Street

Charleston

29401

WH|BM

3013

Menlo Park Mall

MenloPrkMII/Edison NJ3013

374 Menlo Park, Ste 1280

Edison

08837

WH|BM

3015

Del Mar Plaza

SALE Del Mar Plaza CA3015

1555 Camino Del Mar, Ste 318

Del Mar

92014

WH|BM

3016

South Park Mall

Southpark/Charltte NC3016

4400 Sharon Rd, E09

Charlotte

28211

WH|BM

3019

Aventura Mall

Aventura M/Miami FL3019

19501 Biscayne Blvd, Ste 11

Miami

33180

WH|BM

3020

Glendale Galleria

GlndleGall/Glndale CA3020

2116 Glendale Galleria, Spc GU-05

Glendale

91210

WH|BM

3021

Park Place

Park Place/Tucson AZ3021

5870 E Broadway Blvd, Ste 422

Tucson

85711

WH|BM

3022

The Gardens Mall

Palm Beach Gardens FL3022

3101 PGA Blvd, Ste F-123

Palm Beach Gardens

33410

WH|BM

3023

Somerset Collection North

Somerset Coll/Troy MI3023

2800 W Big Beaver Rd, Ste U-227

Troy

48084

WH|BM

3027

Village Arcade Shopping Center

VllgeArcade/Houstn TX3027

5515 Kelvin, Ste 120

Houston

77005

WH|BM

3028

John Ringling Boulevard

StArmands/Sarasota FL3028

317 John Ringling Blvd

Sarasota

34236

WH|BM

3030

Stanford Shopping Center

StnfrdSC/Palo Alto CA3030

608 Stanford Shopping Center

Palo Alto

94304

WH|BM

3031

Scottsdale Fashion Square

Scottsdale Fshn Sq AZ3031

7014 East Camelback Rd, #1032

Scottsdale

85251

WH|BM

3032

Broadway Plaza

Brdwy Plz/WalnutCr CA3032

1236 Broadway Plaza

Walnut Creek

94596

WH|BM

3033

129 Main Street

Main St/Annapolis MD3033

129 Main St

Annapolis

21401

WH|BM

3034

Del Mar Plaza

Del Mar Plaza CA3034

1555 Camino Del Mar, Ste 313

Del Mar

92014

WH|BM

3036

Girard Ave

Girard Ave/LaJolla CA3036

7927 Girard Ave

La Jolla

92037

WH|BM

3037

The Shops at Greenridge

Shps@Grnrdg/Grnvll SC3037

1125 Woodruff Rd, Ste 103

Greenville

29607

WH|BM

3038

The Plaza at King of Prussia

Plz@KingofPrussia PA3038

160 North Gulph Rd, Ste 1187

King of Prussia

19406

WH|BM

3039

The Shops on El Paseo

EIPaseo/PalmDesert CA3039

73199 El Paseo Dr, Ste E, F, G

Palm Desert

92260

WH|BM

3046

The Galleria at Fort Lauderdale

Gallria/FtLaudrdle FL3046

2460 E Sunrise Blvd

Fort Lauderdale

33304

WH|BM

3049

Towson Town Center

Towson Town Center MD3049

825 Dulaney Valley Rd, Spc 3355

Towson

21204

WH|BM

3051

Perimeter Mall

PerimeterM/Atlanta GA3051

4400 Ashford Dunwoody Rd NE, Ste 2600

Atlanta

30346

WH|BM

3052

Town Center Plaza

TownCtrPlz/Leawood KS3052

5248 W 119th St

Leawood

66209

WH|BM

3053

The Avenue East Cobb

East Cobb/Marietta GA3053

4475 Roswell Rd, Ste 1400

Marietta

30062

WH|BM

3055

Florida Mall

Florida M/Orlando FL3055

8001 S Orange Blossom Trl, Ste 1262

Orlando

32809

WH|BM

3056

WestShore Plaza

WestshorePlz/Tampa FL3056

283 Westshore Plaza, Ste C-7

Tampa

33609

WH|BM

3057

Country Club Plaza

CoCIPIz/KansasCity MO3057

606 W 48th St

Kansas City

64112

WH|BM

3058

Casa Paloma

CasaPaloma/Chandlr AZ3058

7131 W Ray Rd, Ste 33

Chandler

85226

WH|BM

3059

The Westchester

Wstchstr/WhitePlns NY3059

125 Westchester Ave, Ste 2310

White Plains

10601

WH|BM

3060

Lincoln Road Shopping Center

Lincoln Rd/Miami FL3060

1106 Lincoln Rd, Ste C

Miami Beach

33139

WH|BM

3061

Mount Pleasant Towne Centre

Mt Pleasant T Ctr SC3061

1730 Towne Centre Way

Mount Pleasant

29464

WH|BM

3062

Mall of Georgia

Mall of GA/Buford GA3062

3333 Buford Dr, Ste 2027

Buford

30519

WH|BM

3063

Ala Moana Center

Ala Moana/Honolulu HI3063

1450 Ala Moana Blvd, Ste 3314

Honolulu

96814

WH|BM

3064

Saint Louis Galleria

St. Louis Galleria MO3064

1126 Saint Louis Galleria

Saint Louis

63117

WH|BM

3065

Cumberland Mall

CumberlandM/Atlanta GA 3065

1201 Cumberland Mall, Spc 120

Allanta

30339

WH|BM

3066

The Avenue of the Peninsula

PalosVerdes/RllngH CA3066

550 Deep Valley Dr, Ste 267

Rolling Hills Estates

90274

WH|BM

3067

Miracle Mile Shops

MirclMISh/LasVegas NV3067

3663 Las Vegas Blvd S, Ste 340

Las Vegas

89109

WH|BM

3068

Deer Park Town Center

Deer Park Town Ctr IL3068

20530 N Rand Rd, Ste 426

Deer Park

60010

WH|BM

3069

The Palladium at City Place

City Plc/WPalm Bch FL3069

550 S Rosemary Ave, Ste 148

West Palm Beach

33401

WH|BM

3070

The Shops at Wallea

Shops at Wailea HI3070

3750 Wailea Alanui Dr, Ste B-49

Wailea, Maui

96753

WH|BM

3071

Deerfield Square

Deerfield Square IL3071

720-E N Waukegan Rd, 3E

Deerfield

60015

WH|BM

3072

The Summit Birmingham

Summit/Birmingham AL3072

214 Summit Blvd, Ste 300

Birmingham

35243

WH|BM

3073

Plaza Las Américas

PIzLasAmer/HatoRey PR3073

525 Ave FD Roosevelt, Ste 406

Hato Rey

00918

WH|BM

3074

BayWalk Shopping Center

BaywIk/StPetersbrg FL3074

163 Second Ave N, Ste A-142

Saint Petersburg

33701

WH|BM

3075

The Shops at Canal Place

CanalPlce/NewOrlns LA3075

333 Canal Street, Suite 216

New Orleans

70130

WH|BM

3076

Preston Park Village

PrestnPkVlge/Plano TX3076

1900 Preston Rd, Ste 273

Plano

75093

WH|BM

3077

Festival at Woodholme Shopping C

Festv@Woodh/Baltmr MD3077

1809 Reisterstown Rd, Ste 109

Baltimore

21208

WH|BM

3078

Highland Village

HghlndVlge/Houston TX3078

4032 Westheimer St

Houston

77027

WH|BM

3079

The Shops at Somerset Square

Somerset/Glastnbry CT3079

150 Glastonbury Blvd, Bldg D

Glastonbury

06033

WH|BM

3081

The Promenade at Sagemore

Prom@Sagem/Marlton NJ3081

500 Route 73 S, Ste C-14

Marlton

08053

WH|BM

3082

Aspen Grove

AspenGrove/Littltn CO3082

7301 S Santa Fe Dr, Ste 524

Littleton

80120

WH|BM

3083

Montgomery Village Shopping Cent

MntgmryV/SantaRosa CA3083

706 Village Ct

Santa Rosa

95405

WH|BM

3084

The Summit Louisville

Summit/Louisville KY3084

4266 Summit Plaza Dr, Ste C-10

Louisville

40241

WH|BM

3085

The Streets at Southpoint

Sts@S’point/Durham NC3085

6910 Fayetteville Rd, Ste 176

Durham

27713

WH|BM

3086

Alamo Quarry Market

AlamoQ/SanAntonio TX3086

255 E Basse Rd, Ste 910

San Antonio

78209

WH|BM

3087

Rookwood Commons

Rookwood C/Norwood OH3087

2651 Edmondson Rd

Norwood

45209

WH|BM

3088

Utica Square

UticaSquare/Tulsa OK3088

1840 Utica Square

Tulsa

74114

WH|BM

3089

Manhattan Village Shopping Center

MnhttnVlg/ManhnBch CA3089

3200 N Sepulveda Blvd, Ste E6

Manhattan Beach

90266

WH|BM

3090

Woodbury Common

Woodbury Common NY3090

8285 Jericho Turnpike

Woodbury

11797

WH|BM

3091

Mall of America

M ofAmer/Bloomngtn MN3091

148 South Avenue

Bloomington

55425

WH|BM

3092

Geneva Commons

Geneva Commons IL3092

1428 Commons Dr

Geneva

60134

WH|BM

3093

Eastwood Town Center

Eastwood TC/Lansing MI3093

2955 Preyde Blvd

Lansing

48912

WH|BM

3094

Village of Rochester Hills

VlgofRochesterHlls MI3094

346 N Adams Rd

Rochester Hills

48309

WH|BM

3095

Birkdale Village

BirkdleV/Hntersvle NC3095

16835 Birkdale Commons Pkwy, Ste A

Huntersville

28078

WH|BM

3096

University Park Village

UnivPrkVlg/FtWorth TX3096

1600 S University Dr, Ste 606

Fort Worth

76107

WH|BM

3097

Crabtree Valley Mall

CrbtreeVly/Raleigh NC3097

4325 Glenwood Ave, Ste 1085

Raleigh

27612

WH|BM

3098

The Promenade at Bonita Bay

Prmnade/Bonita Spg FL3098

26821 S Bay Dr, Ste 116

Bonita Springs

34134

WH|BM

3100

Whaler’s Village

WhalersVlg/Lahaina HI3100

2435 Kaanapall Pkwy, Bldg D-6

Lahaina

96761

WH|BM

3101

Market Fair

MarketFair/Princtn NJ3101

3535 US Route 1, Ste 163/165

Princeton

08540

WH|BM

3102

The Fashion Show

FashnShwM/LasVegas NV3102

3200 Las Vegas Blvd S, Ste 1425

Las Vegas

89109

WH|BM

3103

Foothill Village

FthillVlg/SaltLakeUT3103

1330 Foothill Dr

Salt Lake City

84108

WH|BM

3104

Greenville Center

Greenville Center DE3104

3801 Kennett Pike, Ste E235

Greenville

19807

WH|BM

3105

Lakeside Shopping Center

LakesdeSC/Metairie LA3105

3301 Veterans Memorial Blvd, Ste 42

Metairie

70002

WH|BM

3106

Garden City Shopping Center

GardenCity/Cranstn RI3106

100 Midway Rd, #112

Cranston

02920

WH|BM

3107

The District at Monroeville

Monroeville Mall PA3107

200 Monroeville Mall, Ste B1

Monroeville

15146

WH|BM

3108

Worthington Square Mall

Worthington Mall OH3108

110 Worthington Square Mall

Worthington

43085

WH|BM

3109

Oak Park Mall

OakPrkM/OverlandPk KS3109

11227 W 95th St

Overland Park

66214

WH|BM

3110

Champions Forest Plaza

ChampnsFrst/Houstn TX3110

5446 FM 1960 West

Houston

77069

WH|BM

3111

Harbour Center

AnnapolisHarborCtr MD3111

2490 Solomons Island Rd

Annapolis

21401

WH|BM

3112

Memorial City Mall

Mem’ICityM/Houston TX3112

900 Gessner Rd, Ste 807

Houston

77024

WH|BM

3113

The Shops at Briargate

Briargate/Co Sprgs CO3113

1845 Briargate Pkwy, Ste 425

Colorado Springs

80920



Schedule 5.1 (x)-1	WHBM	Page 11

Brand

Store #

Location

Company Store Name

Address

City

ZIP

WH|BM

3114

The Shoppes at Arbor Lakes

Shps@ArbrLk/MGrove MN3114

12277 Elm Creek Blvd

Maple Grove

55369

WH|BM

3115

Short Pump Town Center

ShortPump/Richmond VA3115

11800 W Broad St, Ste 2118

Richmond

23233

WH|BM

3116

Stony Point

Stony Pt/Richmond VA3116

9200 Stonypoint Pkwy, Ste 109

Richmond

23235

WH|BM

3117

The Avenue West Cobb

West Cobb/Marietta GA3117

3625 Dallas Hwy SW, Ste 610

Marietta

30062

WH|BM

3118

The Shoppes at Grand Prairie

GrndPrairie/Peoria IL3118

5201 W War Memorial Dr, Ste 247

Peoria

61615

WH|BM

3119

Danbury Fair Mall

Danbury Fair Mall CT3119

7 Backus Ave, Ste C-112

Danbury

06810

WH|BM

3120

The Forum at Carlsbad

Forum at Carlsbad CA3120

1911 Calle Barcelona, Ste 157

Carlsbad

92009

WH|BM

3121

Destin Commons

Destin Commons FL3121

4363 Legendary Dr, D104

Destin

32541

WH|BM

3122

The Shops at Clarkson Corner

ClrksnCnr/Chstrfld MO3122

1590 Clarkson Road, Ste 105

Chesterfield

63017

WH|BM

3123

The Shops on Lane Avenue

LaneAve/UArlington OH3123

1665 W Lane Ave

Upper Arlington

43221

WH|BM

3124

Corona Del Mar Plaza

CrnaDelMar/NwptBch CA3124

840 Avocado Ave

Newport Beach

92660

WH|BM

3125

Kierland Commons

KierlandC/Scttsdle AZ3125

15044 N Scottsdale Rd, Ste 150

Scottsdale

85254

WH|BM

3126

The Forum on Peachtree Parkway

ForumPchtr/Norcrss GA3126

5135 Peachtree Pkwy, Ste 920

Norcross

30092

WH|BM

3127

North Point Village

NPointM/Alpharetta GA3127

1000 N Point Cir, Ste 2132

Alpharetta

30022

WH|BM

3128

Stonebriar Centre

StnbriarCtr/Frisco TX3128

2601 Preston Rd, Ste 2080

Frisco

75034

WH|BM

3129

Shops at Mission Viejo

Shops@Mission Viejo CA3129

836 The Shops at Mission Viejo

Mission Viejo

92691

WH|BM

3130

Houston Galleria

Houston Galleria TX3130

5135 W Alabama St, Ste 7070

Houston

77056

WH|BM

3131

Thoroughbred Village Shopping Ce

ThbredVllge/Frnkln TN3131

535 Cool Springs Blvd, Ste 110

Franklin

37067

WH|BM

3132

The District at Green Valley Ranch

GrnVlyRnch/LsVegas NV3132

2260 Village Walk Dr, Suite 118

Henderson

89052

WH|BM

3133

Mashpee Commons

Mashpee Commons MA3133

8 Market St, Bldg 7, Ste 106

Mashpee

02649

WH|BM

3134

The Village at Arrowhead

Vlg@Arrowhd/Glndle AZ3134

20004 N 67th Ave, Ste 506

Glendale

85308

WH|BM

3135

Village Square at Dana Park

VlgSq@DanaPrk/Mesa AZ3135

1660 S Val Vista Dr, Ste 119

Mesa

85204

WH|BM

3136

Bel Mar

Bel Mar/Lakewood CO3136

354 S Teller St

Lakewood

80226

WH|BM

3138

Spring Creek Plaza

SprCreekPlz/Edmond OK3138

1454 S Bryant Ave

Edmond

73034

WH|BM

3139

The Woodlands Mall

Woodlands Mall TX3139

1201 Lake Woodlands Dr, Ste 3014

The Woodlands

77380

WH|BM

3140

5265 East 2nd Street

2nd St/Long Beach CA3140

5265 East 2nd St.

Long Beach

90803

WH|BM

3141

Tysons Corner Center

TysonsCrnrC/McLean VA3141

8023L Tysons Corner Center, Ste A

McLean

22102

WH|BM

3142

Westfield Fashion Square

FashnSqM/ShermanOk CA3142

14006 Riverside Dr, Ste 73

Sherman Oaks

91423

WH|BM

3143

Barefoot Landing

BareftLndg/NMyrtle SC3143

4822 Hwy 17 S

North Myrtle Beach

29582

WH|BM

3144

Derby Street Shoppes

DrbyStShps/Hingham MA3144

92 Derby St, Ste 119

Hingham

02043

WH|BM

3145

The Shops at Saddle Creek

SaddleCr/Germntown TN3145

7615 W Farmington Blvd, Ste 19

Germantown

38138

WH|BM

3146

A Street Station

A StSta/LakeOswego OR3146

220 A Avenue, Ste 100

Lake Oswego

97034

WH|BM

3147

Bellevue Square

Bellevue Square WA3147

233 Bellevue Sq

Bellevue

98004

WH|BM

3148

The Mall at Green Hills

GreenHills/Nshvlle TN3148

2126 Abbott Martin Rd, Ste 276

Nashville

37215

WH|BM

3149

Legacy Village

LegacyVlg/Lyndhrst OH3149

25335 Cedar Road

Lyndhurst

44124

WH|BM

3150

Old Town Center

OldTwnCtr/LosGatos CA3150

50 University Ave, Ste D-220

Los Gatos

95030

WH|BM

3151

Fairfax Corner

Fairfax Corner VA3151

11945A Grand Commons Ave

Fairfax

22030

WH|BM

3152

Miromar Outlets

MiromarOutl/Estero FL3152

10801 Corkscrew Rd, Ste 413

Estero

33928

WH|BM

3153

180 Clayton Lane

ClaytonLane/Denver CO3153

180 Clayton Lane

Denver

80206

WH|BM

3154

Jordan Creek Town Center

JrdnCrkTC/WDesMoin IA3154

101 Jordan Creek Pkwy, Ste 11310

West Des Moines

50266

WH|BM

3155

The Quarter at Tropicana

Qrtr@Trpcna/AtlCty NJ3155

2801 Pacific Ave, Ste 210A

Atlantic City

08401

WH|BM

3156

Wheaton Town Square

Wheaton Town Sq IL3156

81 Town Square

Wheaton

60189

WH|BM

3157

Barton Creek Square

BartonCrkSq/Austin TX3157

2901 S Capital of Texas Hwy, Ste R09A

Austin

78746

WH|BM

3159

Shoppes at Bellemead

Shps@Bllmd/Shrvprt LA3159

6535 Youree Dr, 106

Shreveport

71105

WH|BM

3160

Inwood Village

InwoodVllge/Dallas TX3160

5350 W Lovers Lane, Ste 122

Dallas

75209

WH|BM

3161

Commons at Calabasas

Commons@Calabasas CA3161

4719 Commons Way, Ste K

Calabasas

91302

WH|BM

3162

Las Vegas Premium Outlets

LasVegasPremOutlet NV3162

875 S Grand Central Pkwy, Ste 1636

Las Vegas

89106

WH|BM

3163

Paradise at Seminole Hard Rock

Pardis@SHRC/Hllywd FL3163

5770 Seminole Way

Fort Lauderdale

33314

WH|BM

3164

Main Street Promenade

MnStProm/Napervlle IL3164

55 S Main St, Ste 159

Naperville

60540

WH|BM

3165

Phipps Plaza

Phipps Plz/Atlanta GA3165

3500 Peachtree Rd NE, Ste A19

Atlanta

30326

WH|BM

3166

Clay Terrace

ClayTerrace/Carmel IN3166

14390 Clay Terrace Blvd, Ste 130

Carmel

46032

WH|BM

3167

Easton Town Center

Easton TC/Columbus OH3167

3953 Easton Sq PI W, Ste 107

Columbus

43219

WH|BM

3168

Riverchase Galleria

RivrchsGall/Hoover AL3168

2000 Riverchase Galleria, Ste 125

Hoover

35244

WH|BM

3169

Westfield Valley Fair

VllyFair/SantaClra CA3169

2855 Stevens Creek Blvd, Ste 1111

Santa Clara

95050

WH|BM

3170

The Shops at Evergreen Walk

EvrgrnWlk/SthWndsr CT3170

201 Evergreen Way, Ste 225

South Windsor

06074

WH|BM

3171

The Village at Alderwood

Vlg@Alderwd/Lynnwd WA3171

3000 184th St SW, Ste 936

Lynnwood

98037

WH|BM

3172

The Shoppes at Farmington Valley

Sh@FrmgtnVI/Canton CT3172

110 Albany Turnpike, Ste 900

Canton

06019

WH|BM

3173

The Shops at Bell Tower

BellTower/Ft Myers FL3173

13499 US 41 SE, Ste 127

Fort Myers

33907

WH|BM

3175

North Towne Plaza Shopping

NoTwnPlz/Albuqrque NM3175

5901 Wyoming Blvd NE, Ste P-1

Albuquerque

87109

WH|BM

3176

Woodbury Lakes

Woodbury Lakes MN3176

9040 Hudson Rd, Ste 210

Woodbury Lakes

55125

WH|BM

3177

Victoria Gardens

VctrGdn/RnchoCcmng CA3177

12526 S Mainstreet, Ste 1725

Rancho Cucamonga

91739

WH|BM

3178

La Encantada

LaEncantada/Tucson AZ3178

2905 E Skyline Dr, Ste 190

Tucson

85718

WH|BM

3179

Preston Oaks Center

PrstnOaksCtr/Dllas TX3179

10720 Preston Rd, Ste 1100

Dallas

75230

WH|BM

3180

Village Pointe

VillagePoint/Omaha NE3180

17170 Davenport St, Ste 100

Omaha

68118

WH|BM

3181

Towne Center at Cedar Lodge

TC@CdrLdg/BtnRouge LA3181

7519 Corporate Blvd, Ste 330, Bdg C

Baton Rouge

70809

WH|BM

3182

The Trails Shopping Center

TrailsSC/OrmondBch FL3182

280 N Nova Rd

Ormond Beach

32174

WH|BM

3183

Louisiana Boardwalk

LBrdwlk/BossierCty LA3183

344 Boardwalk Blvd

Bossier City

71111

WH|BM

3184

Greenway Station

GrnwaySt/Middleton WI3184

1621 Deming Way, Ste 106

Middleton

53562

WH|BM

3185

Algonquin Commons

Algonquin Commons IL3185

1972 S Randall Rd

Algonquin

60102

WH|BM

3186

The Streets of Tanasboume

StsofTnsbrn/Hisbro OR3186

2035 NWAllie Ave, 110

Hillsboro

97124

WH|BM

3187

Natick Collection

Natick Mall MA3187

1245 Worcester St, Ste 1136

Natick

01760

WH|BM

3188

Pacific Place

PacficPlce/Seattle WA3188

600 Pine St, Ste 301

Seattle

98101

WH|BM

3189

Baybrook Mall

Baybrook M/Houston TX3189

116 Baybrook Mall

Friendswood

77546

WH|BM

3190

Suburban Square

SuburbanSq/Ardmore PA3190

60 Coulter Ave

Ardmore

19003

WH|BM

3191

Arundel Mills

ArndlMills/Hanover MD3191

7000 Arundel Mills Cir, Sp. 458

Hanover

21076

WH|BM

3192

Deerfield Towne Center

Deerfield TC/Mason OH3192

5565 Deerfield Blvd, Ste 3060

Mason

45040

WH|BM

3193

Crocker Park Shopping Center

CrockerPrk/Wstlake OH3193

197 Main St

Westlake

44145

WH|BM

3194

St Johns Town Center

StJohnsTC/Jacksnvl FL3194

4813 River City Dr, Ste 119

Jacksonville

32246

WH|BM

3195

Melbourne Square Mall

Melbourne Square FL3195

1700 W Haven Ave, Ste 761A

Melbourne

32904

WH|BM

3196

Chandler Fashion Center

ChandlerFashionCtr AZ3196

3111 W Chandler Blvd, Ste 2060

Chandler

85226

WH|BM

3197

Prime Outlets at San Marcos

PrmOutl San Marcos TX3197

3939 S IH 35, Ste 1235

San Marcos

78666

WH|BM

3198

Penn Square Mall

PennSqM/OklaCity OK3198

1901 NW Expressway, Ste 1043B

Oklahoma City

73118

WH|BM

3199

Palisades Center

PalisdesCtr WNyack NY3199

1000 Palisades Center Dr, Ste B-116

West Nyack

10994

WH|BM

3200

Westfield West County

WCountyCt/DesPeres MO3200

44 West County Center, #1160

Des Peres

63131

WH|BM

3201

Firewheel Town Center

FirewheelTC/Garlnd TX3201

485 Coneflower Dr, Spc B15

Garland

75040

WH|BM

3202

The Lakes at Thousand Oaks

Lakes@ThousandOaks CA3202

2200 Thous Oaks Blvd, Ste. 100

Thousand Oaks

91362

WH|BM

3203

Westview Promenade

Wview Prom/Fredrck MD3203

5249 Buckeystown Plke

Frederick

21703

WH|BM

3204

Abercom Walk

AbrcmWlk/Savannah GA3204

5525 Abercorn St, Ste 140

Savannah

31405



Schedule 5.1 (x)-1	WHBM	Page 12

Brand

Store #

Location

Company Store Name

Address

City

ZIP

WH|BM

3205

Waterside Marina

MrinaWtrs/MrinaDR CA3205

4726 Admiralty Way, Spc B1

Marina del Rey

90292

WH|BM

3206

The Shoppes at Susquehanna Marl

SusqhnaMktp/Hrsbrg PA3206

2587 Brindle Dr

Harrisburg

17110

WH|BM

3207

Waterside Shops at Pelican Bay

Waterside/Naples FL3207

5485 Tamiami Trail N, Ste 9

Naples

34108

WH|BM

3208

The Avenue Carriage Crossing

AvCrgCrsg/Coliervl TN3208

4610 Merchants Park Cir, Ste 54

Collierville

38017

WH|BM

3209

Hunt Valley Towne Center

Hunt Valley TC MD3209

116 Shawan Rd, Ste 2

Hunt Valley

21030

WH|BM

3210

Orland Park Crossing

Orland Park Crssng IL3210

14215 S La Grange Rd, Ste 122

Orland Park

60462

WH|BM

3211

The Shops at La Cantera

LaCntera/SnAntonio TX3211

15900 La Cantera Pkwy, Bldg 11

San Antonio

78256

WH|BM

3212

Irvine Spectrum Center

Irvine SpectrumCtr CA3212

85 Fortune Dr, Ste 321

Irvine

92618

WH|BM

3213

Arden Fair

ArdnFair/Sacramnto CA3213

1689 Arden Way, Ste 1126

Sacramento

95815

WH|BM

3214

Atlantic Station

AtlanticSt/Atlanta GA3214

265 18th St, Ste 4170

Atlanta

30363

WH|BM

3215

NorthPark Center

NorthPrkCtr/Dallas TX3215

8687 N Central Expressway, Ste 1124

Dallas

75225

WH|BM

3216

Woodburn Company Stores

Woodbum Co Stores OR3216

1001 N Arney Rd, Ste 802

Woodburn

97071

WH|BM

3217

The Summit Sierra

Summit Sierra/Reno NV3217

13945 S Virginia St, Ste 608

Reno

89511

WH|BM

3218

Oakbrook Center

Oakbrook Center IL3218

74 Oakbrook Center

Oak Brook

60523

WH|BM

3219

Washington Square

Washington Sq/Tigard OR3219

9336 SW Washington Square Rd

Tigard

97223

WH|BM

3220

Bridgeport Village

BridgprtVlg/Tigard OR3220

7349 SW Bridgeport Rd

Tigard

97224

WH|BM

3221

The Shops at Hamburg Village

HambrgVlg/Lexingtn KY3221

2304 Sir Barton Way, Ste 160

Lexington

40509

WH|BM

3222

136 5th Avenue

FlatironDst/NewYrk NY3222

136 Fifth Ave

New York

10011

WH|BM

3223

Pier at Caesar’s

Pier@Cesrs/AtlCity NJ3223

1 Atlantic Ocean, Unit 1230

Atlantic City

08401

WH|BM

3224

Crestview Hills Town Center

Crestview Hills TC KY3224

2840 Town Center Blvd

Crestview Hills

41017

WH|BM

3225

Prime Outlets Queenstown

PrimOut Queenstown MD3225

105 Outlet Center Dr, Ste F060

Queenstown

21658

WH|BM

3226

Water Tower Place

WaterTower/Chicago IL3226

835 N Michigan Ave, Ste 306

Chicago

60611

WH|BM

3227

Midtowne Shopping Center

MdtwnSC/LittleRock AR3227

201 N University Ave, Ste 190

Little Rock

72205

WH|BM

3228

Redmond Town Center

Redmond Town Ctr WA3228

16417 NE 74th St

Redmond

98052

WH|BM

3229

City Place at the Promenade

CityPlce/Edgewater NJ3229

66 The Promenade, Suite C4A

Edgewater

07020

WH|BM

3230

The Shops at Atlas Park

Shps@AtlsPk/Glndle NY3230

7103 80th St, Spc 7-104

Glendale

11385

WH|BM

3231

Simi Valley Town Center

Simi Valley TC CA3231

1555 Simi Valley Town Center Way, Ste 160

Simi Valley

93065

WH|BM

3232

Tanger Outlet Center

RivieraOutlt/Foley AL3232

2601 S McKenzie St, Ste W7

Foley

36535

WH|BM

3233

The Promenade Shops at Dos

DosLagosCtr/Corona CA3233

2780 Cabot Dr, Ste 5-155

Corona

92883

WH|BM

3234

Southlake Town Square

Southlake Town Sq TX3234

303 Grand Ave E

Southlake

76092

WH|BM

3235

Prime Outlets Jeffersonville

PrmOut Jeffersnvll OH3235

8565 Factory Shops Blvd

Jeffersonville

43218

WH|BM

3236

Streets of Chester

Streets of Chester NJ3236

450 US Highway 206 S

Chester

07930

WH|BM

3237

North Georgia Premium Outlets

N GA PrmOut/Dwsnvl GA3237

800 Hwy 400 S, Ste 440

Dawsonville

30534

WH|BM

3238

Southside Works

SouthsdWks/Pttsbrg PA3238

2724 Sidney St

Pittsburgh

15203

WH|BM

3239

Branson Landing

Branson Landing MO3239

911 Branson Landing Blvd

Branson

65616

WH|BM

3240

Southcenter

Southcentr/Seattle WA3240

656 Southcenter Mall, Spc 1130

Tukwila

98188

WH|BM

3241

Northbrook Court

Northbrook Court IL3241

2200 Northbrook Ct

Northbrook

60062

WH|BM

3242

La Plaza Mall

La Plaza/McAllen TX3242

2200 South 10th St, Ste H08

McAllen

78503

WH|BM

3243

BoDo

BoDo/Boise ID3243

836 W Broad St

Boise

83702

WH|BM

3244

The Village at Corte Madera

Villge@CorteMadera CA3244

1518 Redwood Hwy

Corte Madera

94925

WH|BM

3246

Mayfaire Towne Centre

MayfaireTC/Wlmngtn NC3246

872 Inspiration Dr

Wilmington

28405

WH|BM

3247

Willowbrook Mall

Willowbrk Ml/Wayne NJ3247

1100 Willowbrook Mall

Wayne

07470

WH|BM

3248

Miami International

Miami Intrnl/Doral FL3248

1455 NW 107th Ave, Ste 350A

Doral

33172

WH|BM

3249

Twenty Ninth Street

29th Street/Boulder CO3249

1805 29th Street

Boulder

80301

WH|BM

3250

Southlands

Southlands/Aurora CO3250

6200 S Main St, Unit J102

Aurora

80016

WH|BM

3251

Pinnacle Hills Promenade

PnnclHlsPrm/Rogers AR3251

2203 South Promenade Blvd, Ste 9100

Rogers

72758

WH|BM

3252

Ridgedale Center

RidgdlC/Minnetonka MN3252

12721 Wayzata Blvd.

Minnetonka

55305

WH|BM

3253

Wrentham Village Premium Outlets

Wrentham VlgPrmOut MA3253

1 Premium Outlets Blvd, 480

Wrentham

02093

WH|BM

3254

Blakeney

Blakeney/Charlotte NC3254

9852 Rea Rd, Ste G

Charlotte

28277

WH|BM

3255

ABQ Uptown

ABQUptown/Albuqurq NM3255

2241 Q Street NE, Ste 7E

Albuquerque

87110

WH|BM

3256

The Greene

The Greene/Dayton OH3256

94 Plum St

Dayton

45440

WH|BM

3257

The Avenue Webb Gin

AveWbGn/Snellville GA3257

1350 Scenic Hwy, Ste 312

Snellville

30078

WH|BM

3258

The Shops at Riverside

RiversideM/Hcknsck NJ3258

259 Riverside Sq

Hackensack

07601

WH|BM

3259

The Shops at Coconut Point

Sh@CocontPt/Estero FL3259

23161 Fashion Dr, Ste 105

Estero

33928

WH|BM

3260

Birch Street Promenade

Birch St Prom/Brea CA3260

110 W Birch St, Unit B-6

Brea

92821

WH|BM

3261

Battlefield Mall

BattlfldM/Sprngfld MO3261

2825 S Glenstone Ave, Ste H10

Springfield

65804

WH|BM

3262

Prime Outlets at Pleasant Prairie

Pleasant Prairie O WI3262

11601 108th St, Ste 585

Pleasant Prairie

53158

WH|BM

3263

Prime Outlets at Ellenton

PrimeOutl@Ellenton FL3263

5621 Factory Shops Blvd, Ste B425

Ellenton

34222

WH|BM

3264

First Colony Mall

1stColonyM/Sgrland TX3264

16535 Southwest Freeway, Ste 4004

Sugar Land

77479

WH|BM

3265

Shadyside

Shadysd/Pittsburgh PA3265

5533 Walnut St

Pittsburgh

15232

WH|BM

3266

Town Center at Otay Ranch

OtayRnch/ChulaVsta CA3266

2015 Birch Rd, Ste 901

Chula Vista

91913

WH|BM

3267

The Shops at Friendly Center

FrndlyCtr/Grnsboro NC3267

3326 W Friendly Ave, Ste 110

Greensboro

27408

WH|BM

3268

Green Oak Village Place

GrnOakVIPI/Brightn MI3268

9650 Village Place Blvd

Brighton

48116

WH|BM

3269

The Village at Bridgewater Common

Vlg@Bridgewtr Cmns NJ3269

620 Commons Way, Ste 4180

Bridgewater

08807

WH|BM

3270

Round Rock Premium Outlet

RndRckPrem/RndRock TX3270

4401 N IH-35, Ste 573

Round Rock

78664

WH|BM

3271

Fox River Mall

FoxRiverM/Appleton WI3271

4301 W Wisconsin Ave, Ste 123

Appleton

54913

WH|BM

3272

Fig Garden Village

FigGardnVlg/Fresno CA3272

714 W Shaw Ave

Fresno

93704

WH|BM

3274

LaCenterra at Cinco Ranch

LaCntra@CncoR/Katy TX3274

23501 Cinco Ranch Blvd, Ste G100

Katy

77494

WH|BM

3275

Regency Court

RegencyCt/Omaha NE3275

120 Regency Pkwy, Ste 154

Omaha

68114

WH|BM

3276

Yacht Haven Grande

YachtHvnG/StThomas VI3276

5316 Yacht Haven Grande, Ste 116

Saint Thomas

00802

WH|BM

3277

River Park Square

RiverPrkSq/Spokane WA3277

808 W Main Ave, Ste 104

Spokane

99201

WH|BM

3278

Mall at Millenia

Mllf@Mllnia/Orlando FL3278

4200 Conroy Rd, Ste 230

Orlando

32839

WH|BM

3279

Westfield Topanga

Topnga/Canoga Park CA3279

6600 Topanga Canyon Blvd, Unit 1076

Canoga Park

91303

WH|BM

3280

Mayfair Mall

MayfairM/Wauwatosa WI3280

2500 N Mayfair Rd, Spc 030

Wauwatosa

53226

WH|BM

3281

Altamonte Mall

Altamonte Springs FL3281

451 E Altamonte Dr, Ste 2341

Altamonte Springs

32701

WH|BM

3282

Laurel Park Place

LaurelPkPI/Livonia MI3282

37558 West 6 Mile Rd

Livonia

48152

WH|BM

3283

Bayshore Town Center

Bayshore/Glendale WI3283

5683 N Centerpark Way

Glendale

53217

WH|BM

3284

The Heritage Courtyard at Oakway

HeritgeCtyd/Eugene OR3284

2 Oakway Center

Eugene

97401

WH|BM

3285

Fashion Place

Fashion Plc/Murray UT3285

6191 S State St, Ste 217

Murray

84107

WH|BM

3286

The Oaks Mall

Oaks M/Gainesville FL3286

6287 Newberry Rd, F-1

Gainesville

32605

WH|BM

3287

Westfield Valencia Town Center

Valencia Town Ctr CA3287

24251 Town Center Dr, Ste 135

Valencia

91355

WH|BM

3288

Stonestown Galleria

Stonestwn/SnFrnsco CA3288

3251 20th Ave, Ste 227

San Francisco

94132

WH|BM

3289

Eastview Mall

EastviewMll/Victor NY3289

168 Eastview Mall

Victor

14564

WH|BM

3290

Lincolnshire Commons

Lincolnshire Commons IL3290

970 Milwaukee Ave, Ste G

Lincolnshire

60069

WH|BM

3291

206 East Broad Street

Broad St/Westfield NJ3291

206 East Broad St

Westfield

07090

WH|BM

3292

The Promenade Shops at Centerra

Sh@Centera/Lovelnd CO3292

5943 Sky Pond Dr, Unit 178

Loveland

80538

WH|BM

3293

The Avenue Peachtree City

Ave Peachtree City GA3293

254 City Cir, Ste 1220

Peachtree City

30269

WH|BM

3294

Smith Haven Mall

SmithHavnM/LkGrove NY3294

634 Smith Haven Mall, R-05

Lake Grove

11755



Schedule 5.1 (x)-1	WHBM	Page 13

Brand

Store #

Location

Company Store Name

Address

City

ZIP

WH|BM

3295

The Falls Shopping Center

Miami Falls SC FL3295

8888 SW 136th St, Ste 308

Miami

33176

WH|BM

3296

Westfield Brandon

Brandon Town Center FL3296

872 Brandon Town Center

Brandon

33511

WH|BM

3297

The Mall in Columbia

Mall in Columbia MD3297

10300 Little Patuxent Pkwy, Ste 2730

Columbia

21044

WH|BM

3299

Valley Square Shopping Center

VallySq/Warrington PA3299

1558 Main St, Bldg 6, Suite 605

Warrington

18976

WH|BM

3300

The Outlets at Hershey

Outlets at Hershey PA3300

58 Outlet Sq

Hershey

17033

WH|BM

3301

The Orchard

Orchard Park NY3301

4005 N Buffalo Rd, Ste 300

Orchard Park

14127

WH|BM

3302

Shops at Highland Village

Sh@HighlandVillage TX3302

1501 Cottonwood Creek, Ste 160

Highland Village

75077

WH|BM

3303

Village at Stone Oak

VI@StnOak/SnAntnio TX3303

22714 US Hwy 281 N, Ste 101

San Antonio

78258

WH|BM

3304

Heritage Square

HeritageSq/Granger IN3304

7220 Heritage Square Dr, Ste 565

Granger

46530

WH|BM

3305

The Shops at Pembroke Gardens

Sh@PmbrkG/PmbrkPns FL3305

428 SW 145th Ter

Pembroke Pines

33027

WH|BM

3306

Bridge Street Town Centre

BrdgStTC/Huntsvill AL3306

320 The Bridge St, Ste 124

Huntsville

35806

WH|BM

3307

Hill Country Galleria

HillCntryG/BeeCave TX3307

12821 Hill Country Blvd, Ste C2-105

Bee Cave

78738

WH|BM

3308

San Tan Village

SanTanVlge/Gilbert AZ3308

2168 E Williams Field Rd, Bldg 8 Ste 109

Gilbert

85295

WH|BM

3309

The Shoppes at Old Bridge

Shops @ Old Bridge NJ3309

3873 US Hwy 9, Spc R

Old Bridge

08857

WH|BM

3310

Queens Center

QueensCtr/Elmhurst NY3310

90-15 Queens Blvd, 1061

Elmhurst

11373

WH|BM

3311

Blackhawk Plaza

BlackhwkPlz/Danvll CA3311

3416 Blackhawk Plaza Cir

Danville

94506

WH|BM

3312

Cambridgeside Galleria

CmbrdgSdG/Cambrdge MA3312

100 Cambridgeside Pl, E308

Cambridge

02141

WH|BM

3313

New Town Shops on Main

NewTwnSh/Willmsbrg VA3313

5110 Main St

Williamsburg

23188

WH|BM

3314

Lehigh Valley Mall

LehiVlly/Whitehall PA3314

935 Lehigh Lifestyle Center

Whitehall

18052

WH|BM

3315

Shoppes of Burr Ridge

Burr Ridge VillCtr IL3315

575 Village Center Dr

Burr Ridge

60527

WH|BM

3316

Town Square Las Vegas

Town Sq/Las Vegas NV3316

6671 Las Vegas Blvd S, Ste 115 Bldg D

Las Vegas

89119

WH|BM

3317

The Streets of Cranberry

Sts of Cranberry PA3317

20412 Route 19, Ste 320

Cranberry Township

16066

WH|BM

3318

Perkins Rowe

PrknsRw/BatonRouge LA3318

10155 Perkins Rowe, Ste 190

Baton Rouge

70810

WH|BM

3319

Mall St. Matthews

MStMthws/Louisvlle KY3319

5000 Shelbyville Rd, Ste 1245

Louisville

40207

WH|BM

3320

The Shops at Fallen Timbers

FallnTimbrs/Maumee OH3320

3100 Main Street, Ste 520

Maumee

43537

WH|BM

3321

Fashion Mall at Keystone

FshnMI@Keystn/lndy IN3321

8702 Keystone Crossing Dr, Ste 122

Indianapolls

46240

WH|BM

3322

Dadeland Mall

DadelandMall/Miami FL3322

7449 N Kendall Dr, Ste 1850

Miami

33156

WH|BM

3323

Freehold Raceway Mall

Freehold Raceway NJ3323

3710 Route 9, Ste 2820

Freehold

07728

WH|BM

3324

Bradley Fair Shopping Center

BradleyFair/Wichita KS3324

1900 N Rock Rd, Ste 138

Wichita

67206

WH|BM

3325

Paseo Nuevo

PaseoNuevo/SBarbra CA3325

317 Paseo Nuevo

Santa Barbara

93101

WH|BM

3326

Prime Outlets at Grove City

PrimOut Grove City PA3326

1911 Leesburg Grove City Rd, Spc 400

Grove City

16127

WH|BM

3327

Town & Country Village

T&CVillage/Houston TX3327

12850 Memorial Dr, Ste 300

Houston

77024

WH|BM

3328

The Fountains

Fountains/Rosevlle CA3328

1182 Roseville Pkwy, Ste 180

Roseville

95678

WH|BM

3329

The Domain

The Domain/Austin TX3329

11401 Century Oaks Ter, Ste 121

Austin

78758

WH|BM

3330

Park City Center

ParkCtyCntr/Lancaster PA3330

357 Park City Center, Ste C357

Lancaster

17601

WH|BM

3331

Greenwood Park Mall

Greenwood ParkMall IN3331

1251 US Hwy 31 N, Spc P110

Greenwood Park

46142

WH|BM

3332

Blue Back Square

BlueBackSq/WHrtfrd CT3332

69 Memorial Rd, Spc C10

West Hartford

06107

WH|BM

3333

Clackamas Town Center

Clackmas TC/Portlnd OR3333

11860 SE 82nd Ave, Ste 3005

Happy Valley

97086

WH|BM

3334

Willow Grove Park Mall

Willow Grove Park PA3334

2500 Moreland Rd, Ste 2032

Willow Grove

19090

WH|BM

3335

The Avenue Murfreesboro

Ave Murfreesboro TN3335

2615 Medical Center Pkwy, Ste 1420

Murfreesboro

37219

WH|BM

3336

The Shoppes at North Brunswick

Sh@North Brunswick NJ3336

527 Shoppes Blvd, Spc E1

North Brunswick

08902

WH|BM

3337

Royal Hawailan Shopping Center

RoylHwianSC/Wakiki HI3337

2233 Kalakaua Avenue

Honolulu

96815

WH|BM

3338

South Hills Village

SthHIsVlg/Pittsbrg PA3338

301 South Hills Village, Sp. #1220

Pittsburgh

15241

WH|BM

3339

West Town Mall

WstTownM/Knoxville TN3339

7600 Kingston Pike

Knoxville

37919

WH|BM

3340

Tustin Marketplace

Tustin Marketplace CA3340

2991 El Camino Real

Tustin

92782

WH|BM

3341

Arlington Highlands

Arlington Highlnds TX3341

3900 Arlington Highlands Blvd, Ste 189

Arlington

76018

WH|BM

3342

Del Monte Center

DelMonteCtr/Montry CA3342

226 Del Monte Center, 2-1B

Monterey

93940

WH|BM

3343

University Mall

UniversityMll/Orem UT3343

575 E University Pkwy, Spc N241

Orem

84097

WH|BM

3344

Milford Marketplace

Milford Marktplace CT3344

1666 Boston Post Rd

Milford

06460

WH|BM

3345

Atrium Mall

AtriumM/ChestntHll MA3345

300 Boylston St, Space D434B

Chestnut Hill

02467

WH|BM

3346

Stuyvesant Plaza

StyvesntPlz/Albany NY3346

1475 Western Ave, Ste 23E

Albany

12203

WH|BM

3347

Philadelphia Premium Outlets

PhilPrOut/Pitstown PA3347

18 Lightcap Rd, Ste 1123

Pottstown

19464

WH|BM

3348

Shops at Old Mill

OldMillDistrt/Bend OR3348

325 SW Powerhouse Dr, Ste 110

Bend

97702

WH|BM

3349

Augusta Mall

Augusta Mall GA3349

3450 Wrightsboro Rd, Ste B220

Augusta

30909

WH|BM

3351

Westfield San Francisco Centre

San Francisco SC CA3351

865 Market St, Ste 326

San Francisco

94103

WH|BM

3352

The Shops at River Park

Shps@RvrPrk/Fresno CA3352

7753 Via Del Rio

Fresno

93720

WH|BM

3353

Columbiana Centre

Columbiana/Colmbia SC3353

100 Columbiana Cir, Suite 1328

Columbia

29212

WH|BM

3354

Prime Outlets Orlando

PrimeOutlt Orlando FL3354

4965 Legendary Dr, #103

Orlando

32819

WH|BM

3356

Westfield Old Orchard

Old Orchard/Skokie IL3356

4999 Old Orchard Center, Ste L19

Skokie

60077

WH|BM

3357

Westfield Horton Plaza

HortonPlz/SanDiego CA3357

324 Horton Plaza, Ste 103

San Diego

92101

WH|BM

3358

Westfield North Bridge

NrthBridge/Chicago IL3358

520 N Michigan Ave, Ste 223

Chicago

60611

WH|BM

3359

Biltmore Village

BiltmreVlg/Ashvlle NC3359

3 Kitchen Place

Asheville

28803

WH|BM

3360

Kenwood Towne Center

KenwoodTC/Cncinnti OH3360

7875 Montgomery Rd, Spc R035

Cincinnati

45236

WH|BM

3361

Roosevelt Field Mall

RoosvltF/GardnCity NY3361

630 Old Country Road, Space #1111

Garden City

11530

WH|BM

3362

The Streets of Brentwood

Strts of Brentwood CA3362

2455 Sand Creek Rd, Ste 120

Brentwood

94513

WH|BM

3364

The Shops at Wiregrass

Sh@Wrgrss/WslyChpl FL3364

28250 Paseo Dr, Unit 140

Wesley Chapel

33543

WH|BM

3368

The Market Common Myrtle Beach

MktCmn MyrtleBeach SC3368

3097 Howard Avenue

Myrtle Beach

29577

WH|BM

3372

Rosedale Center

RsdleCtr/Roseville MN3372

177 Rosedale Center

Roseville

55113

WH|BM

3373

Hamilton Town Center

HamltnTC/Noblsvlle IN3373

13170 Harrell Pkwy, Ste 300

Noblesville

46060

WH|BM

3374

Treasure Coast Square

TrsrCstSq/JensnBch FL3374

3040 NW Federal Hwy

Jensen Beach

34957

WH|BM

3376

Renaissance at Colony Park

Ren@ClnyPk/Ridglnd MS3376

1000 Highland Colony Pkwy, Ste 9014

Ridgeland

39157

WH|BM

3379

Anaheim Garden Walk

Anaheim GardenWalk CA3379

321 W Katella Ave, Spc 136

Anaheim

92802

WH|BM

3380

Ross Park Mall

RossPrk/Pittsburgh PA3380

1000 Ross Park Mall Dr, M05A

Pittsburgh

15237

WH|BM

3382

Tice’s Corner Marketplace

TicesCnr/WdcliffLk NJ3382

439 Chestnut Ridge Road, Unit #439

Woodcliff Lake

07677

WH|BM

3384

Cameron Village Shopping Center

Camron Vlg/Raleigh NC3384

501 Daniels St

Raleigh

27605

WH|BM

3386

Mall at Solomon Pond

M@SolomnPond/Marlb MA3386

601 Donald Lynch Blvd, N245

Marlborough

01752

WH|BM

3390

Congressional Plaza

CngrsslPlz/Rckvlle MD3390

1603 Rockville Pike, Ste 30

Rockville

20852

WH|BM

3391

The Avenue Forsyth

AveForsyth/Cumming GA3391

410 Peachtree Parkway, Suite 132

Cumming

30041

WH|BM

3394

Woodland Hills Mall

WoodlndHills/Tulsa OK3394

7021 S Memorial Dr, Ste 186

Tulsa

74133

WH|BM

3395

The Shoppes at Chino Hills

Shops@ Chino Hills CA3395

13855 City Center Drive, Ste, 3035

Chino Hills

91709

WH|BM

3397

Watters Creek at Montgomery Farn

WattersCreek/Allen TX3397

880 Market Street

Allen

75013

WH|BM

3401

The Promenade at Coconut Creek

Pr@Lyons/CocontCrk FL3401

4419 Lyons Road, Suite C2-101

Coconut Creek

33073

WH|BM

3402

Park Meadows

PrkMeadows/Littletn CO3402

8505 Park Meadows Center Dr, Ste 2104

Lone Tree

80124

WH|BM

3411

Barracks Road Shopping Center

BrracksRd/Chrittsv VA3411

1041 Emmet Street, Space #17

Chariottesville

22903

348



Schedule 5.1 (x)-1	WHBM	Page 14

Brand

Store #

Location

Company Store Name

Address

City

ZIP

Soma

5001

The Shops at Bell Tower

BellTower/Ft Myers FL5001

13499 US 41 SE, Ste 131

Fort Myers

33907

Soma

5002

Kierland Commons

KierlandC/Scttsdle AZ5002

7030 E Greenway Pkwy, Ste 185

Scottsdale

85254

Soma

5003

Phipps Plaza

Phipps Plz/Atlanta GA5003

3500 Peachtree Rd NE, Ste A25

Atlanta

30326

Soma

5006

The Pavilion on Lovers Lane

Lovers Lane/Dallas TX5006

5600 W Lovers Ln, Ste 150

Dallas

75209

Soma

5007

Preston Royal Shopping Center

PrestnRoyal/Dallas TX5007

533 Preston Royal Shopping Center

Dallas

75230

Soma

5008

John Ringling Boulevard

StArmands/Sarasota FL5008

443-445 John Ringling Blvd

Sarasota

34236

Soma

5009

Harbour Center

AnnapollsHarborCtr MD5009

2508 Solomons Island Rd

Annapolis

21401

Soma

5010

Highland Village

HghlndVlge/Houston TX5010

4036 Westheimer

Houston

77027

Soma

5011

Town Center Plaza

TownCtrPlz/Leawood KS5011

5036 W 119th St, Spc 410

Leawood

66209

Soma

5012

The Fashion Show

FashnShwM/LasVegas NV5012

3200 Las Vegas Blvd S, Ste 1175

Las Vegas

89109

Soma

5013

Water Tower Place

WaterTower/Chicago IL5013

835 N Michigan Ave, Ste 302

Chicago

60611

Soma

5014

Preston Park Village

PrestnPkVlge/Plano TX5014

1900 Preston Rd, Ste 160

Piano

75093

Soma

5015

Bellevue Square

Bellevue Square WA5015

2012 Bellevue Sq

Bellevue

98004

Soma

5016

Oakbrook Center

Oakbrook Center IL5016

424 Oakbrook Center

Oak Brook

60523

Soma

5017

Washington Square

Washington Sq/Tigard OR5017

9330 SW Washington Square Rd

Tigard

97223

Soma

5018

Southlake Town Square

Southlake Town Sq TX5018

301 Grand Ave W

Southlake

76092

Soma

5019

Mayfair Mall

MayfairM/Wauwatosa WI5019

2500 N Mayfair Rd, Ste 212B

Wauwatosa

53226

Soma

5020

Northbrook Court

Northbrook Court IL5020

2146 Northbrook Ct

Northbrook

60062

Soma

5021

ABQ Uptown

ABQUptown/Albuqurq NM5021

2241 Q Street NE, Ste 7C

Albuquerque

87110

Soma

5022

Fig Garden Village

FigGardnVlg/Fresno CA5022

768 W Shaw Ave, Ste 105

Fresno

93704

Soma

5023

The Shoppes at English Village

English Vlg/NWales PA5023

1460 Bethlehem Pike, Ste 340

North Wales

19454

Soma

5024

Perimeter Mall

PerimeterM/Atlanta GA5024

4400 Ashford Dunwoody Rd NE, Ste 3025

Atlanta

30346

Soma

5025

Chenal Creek Shopping Center

ChenalCr/Lttle Rck AR5025

12800 Chenal Pkwy, Ste 3

Little Rock

72211

Soma

5026

The Shops at Friendly Center

FrndlyCtr/Grnsboro NC5026

3326 W Friendly Ave, Ste 108

Greensboro

27410

Soma

5028

Plaza Las Américas

PlzLasAmer/HatoRey PR5028

525 Ave FD Roosevelt, Ste 450

Hato Rey

00918

Soma

5029

The Streets at Southpoint

Sts@S’point/Durham NC5029

6910 Fayetteville Rd, Ste 463

Durham

27713

Soma

5030

Westfield Topanga

Topnga/Canoga Park CA5030

6600 Topanga Canyon Blvd, Unit 63

Canoga Park

91303

Soma

5031

The Shops at Riverside

RiversideM/Hcknsck NJ5031

91 Riverside Sq

Hackensack

07601

Soma

5032

Paramus Park

Paramus Park NJ5032

1073-B Paramus Park Mall

Paramus

07652

Soma

5034

Cary Towne Center

Cary Towne Center NC5034

1105 Walnut St, Ste 129A

Cary

27511

Soma

5035

Danbury Fair Mall

Danbury Fair Mall CT5035

7 Backus Ave, Ste 106

Danbury

06810

Soma

5036

Somerset Collection North

Somerset Coll/Troy MI5036

2800 W Big Beaver Rd, Ste M-134

Troy

48084

Soma

5037

The Shops at Coconut Point

Sh@CocontPt/Estero FL5037

23160 Fashion Dr, Ste 109

Estero

33928

Soma

5038

Laurel Park Place

LaurelPkPl/Livonia MI5038

37630 West 6 Mile Rd

Livonia

48152

Soma

5039

Menlo Park Mall

MenloPrkMll/Edison NJ5039

312 Menlo Park

Edison

08837

Soma

5040

Bridgewater Commons

Bridgewater Cmns NJ5040

400 Commons Way, Ste 109

Bridgewater

08807

Soma

5041

Del Monte Center

DelMonteCtr/Montry CA5041

460 Del Monte Center

Monterey

93940

Soma

5042

Cumberland Mall

CumberlandM/Atlanta GA5042

1636 Cumberland Mall SE

Atlanta

30339

Soma

5044

The Avenue Peachtree City

Ave Peachtree City GA5044

250 City Cir

Peachtree City

30269

Soma

5045

First Colony Mall

1stColonyM/Sgrland TX5045

16535 Southwest Freeway, Ste 2010

Sugar Land

77479

Soma

5046

Stonebriar Centre

StnbriarCtr/Frisco TX5046

2601 Preston Rd, Ste 1198

Frisco

75034

Soma

5047

University Park Village

UnivPrkVlg/FtWorth TX5047

1604 S University Dr, Ste 509

Fort Worth

76107

Soma

5048

Smith Haven Mall

SmithHavnM/LkGrove NY5048

636 Smith Haven Mall, R-07

Lake Grove

11755

Soma

5050

Arden Fair

ArdnFair/Sacramnto CA5050

1689 Arden Way, Ste 1326-B

Sacramento

95815

Soma

5051

Alamo Quarry Market

AlamoQ/SanAntonio TX5051

255 E Basse Rd, Ste 812

San Antonio

78209

Soma

5052

Stoneridge Shopping Center

Stonerdge/Pleasntn CA5052

2625 Stoneridge Mall Rd

Pleasanton

94588

Soma

5053

Town & Country Village

T&CVillage/Houston TX5053

12850 Memorial Dr, Ste 426A

Houston

77024

Soma

5054

Westfield MainPlace

Mainplace/SantaAna CA5054

2800 N Main St, Ste 196B

Santa Ana

92705

Soma

5055

The Shops on El Paseo

ElPaseo/PalmDesert CA5055

73100 El Paseo Dr, Ste 3

Palm Desert

92260

Soma

5056

The Greene

The Greene/Dayton OH5056

102 Plum Street, Spc D-104

Dayton

45440

Soma

5057

Destin Commons

Destin Commons FL5057

4365 Legendary Dr, D103

Destin

32541

Soma

5058

Arboretum at Great Hills

Arboretum/Austin TX5058

10000 Research Blvd, Ste 111A

Austin

78759

Soma

5059

Manhattan Village Shopping Center

MnhttnVlg/ManhnBch CA5059

3200 N Sepulveda Blvd, Ste A-6

Manhattan Beach

90266

Soma

5060

Village Arcade Shopping Center

VllgeArcade/Houstn TX5060

2521 Amherst St

Houston

77005

Soma

5061

North Point Village

NrthPtVlg/Alphrtta GA5061

7300 N Point Pkwy, Ste 116

Alpharetta

30022

Soma

5062

Miromar Outlets

MiromarOutl/Estero FL5062

10801 Corkscrew Rd, Ste 407

Estero

33928

Soma

5063

The Woodlands Mall

Woodlands Mall TX5063

1201 Lake Woodlands Dr, Ste 1046

The Woodlands

77380

Soma

5064

Westfield West County

WCountyCt/DesPeres MO5064

46 West County Center

Des Peres

63131

Soma

5065

Ross Park Mall

RossPrk/Pittsburgh PA5065

1000 Ross Park Mall Dr, L15B

Pittsburgh

15237

Soma

5066

San Tan Village

SanTanVlge/Gilbert AZ5066

2168 E Williams Field Rd, Bldg 8 Ste 114

Gilbert

85295

Soma

5067

WestShore Plaza

WestshorePlz/Tampa FL5067

282 WestShore Plaza, Sp.B5

Tampa

33609

Soma

5068

The Forum at Carlsbad

Forum at Carlsbad CA5068

1925 Calle Barcelona, Ste 162

Carlsbad

92009

Soma

5070

Mall of Louisiana

M ofLa/Baton Rouge LA5070

6401 Bluebonnet Blvd, B202

Baton Rouge

70836

Soma

5071

The Shops at Pembroke Gardens

Sh@PmbrkG/PmbrkPns FL5071

331 SW 145th Ter

Pembroke Pines

33027

Soma

5072

Lehigh Valley Mall

LehiVlly/Whitehall PA5072

909 Lehigh Lifestyle Center

Whitehall

18052

Soma

5073

St Johns Town Center

StJohnsTC/Jacksnvl FL5073

4751 River City Dr, Ste 112

Jacksonville

32246

Soma

5075

Town Square Las Vegas

Town Sq/Las Vegas NV5075

6671 Las Vegas Blvd S, Ste 117

Las Vegas

89119

Soma

5077

The Galleria at Fort Lauderdale

Gallria/FtLaudrdle FL5077

2380 E Sunrise Blvd, Spc 2015

Fort Lauderdale

33304

Soma

5080

South Park Mall

Southpark/Charltte NC5080

4400 Sharon Rd, Ste G07

Charlotte

28211

Soma

5091

The Fountains

Fountains/Rosevlle CA5091

1013 Galleria Blvd, Ste 120

Roseville

95678

Soma

5117

The Market Common Myrtle Beach

MktCmn MyrtleBeach SC5117

4004 Howard Avenue

Myrtle Beach

29577

Soma

5123

The Promenade at Coconut Creek

Pr@Lyons/CocontCrk FL5123

4467 Lyons Road, Suite H1-104

Coconut Creek

33073

Soma

5143

Riverchase Galleria

RivrchsGall/Hoover AL5143

2000 Riverchase Galleria, Ste 101

Hoover

35244



Schedule 5.1 (x)-1	Soma	Page 15


BORROWERS: CHICO’S FAS, INC.
By:	/s/ Kent A. Kleeberger
	Name:	Kent A. Kleeberger
	Title:	Executive Vice President — Chief Financial Officer and Treasurer

WHITE HOUSE \| BLACK MARKET, INC.
By:	/s/ Kent A. Kleeberger
	Name:	Kent A. Kleeberger
	Title:	Executive Vice President — Chief Financial Officer and Treasurer

CHICO’S RETAIL SERVICES, INC.
By:	/s/ Kent A. Kleeberger
	Name:	Kent A. Kleeberger
	Title:	Executive Vice President — Chief Financial Officer and Treasurer

CHICO’S DISTRIBUTION SERVICES, LLC
By:	/s/ Kent A. Kleeberger
	Name:	Kent A. Kleeberger
	Title:	Executive Vice President — Chief Financial Officer and Treasurer

SOMA INTIMATES, LLC
By:	/s/ Kent A. Kleeberger
	Name:	Kent A. Kleeberger
	Title:	Executive Vice President — Chief Financial Officer and Treasurer



By:	/s/ J. Haynes Gentry, III
	Name:	J. Haynes Gentry, III
	Title:	Vice President


		[NAME OF ASSIGNOR], as the Assignor

		By:

		Name:

		Title:


		Date: , 20

		[NAME OF ASSIGNEE], as the Assignee

		By:

		Name:

		Title:


		Date: , 20


ACCEPTED AND APPROVED THIS DAY OF , 20 :

SUNTRUST BANK, as the Administrative Agent

By:

Name:

Title:


[If no Event of Default exists:

CHICO’S FAS, INC., as
Administrative Borrower

By:

Name:

Title:			]


Revolving Loan Commitment of Assignor prior to assignment:	$

Revolving Loan Commitment assigned to Assignee:	$

Revolving Loan Commitment of Assignor after assignment:	$

Revolving Loan Commitment Ratio of Assignee after assignment:			%

The Assignee’s Domestic Lending Office:



The Assignee’s Eurodollar Lending Office:



Effective Date (if other than date of acceptance by the Administrative Agent):		, 20


		Page
ARTICLE 1. DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER INTERPRETIVE MATTERS			1
Section 1.1	Definitions		1
Section 1.2	Accounting Principles		31
Section 1.3	Other Interpretive Matters		32

ARTICLE 2. THE LOANS AND THE LETTERS OF CREDIT			32
Section 2.1	Extension of Credit		32
Section 2.2	Manner of Borrowing and Disbursement of Loans		35
Section 2.3	Interest		39
Section 2.4	Fees		41
Section 2.5	Prepayment/Reduction of Commitment		42
Section 2.6	Repayment		43
Section 2.7	Notes; Loan Accounts		44
Section 2.8	Manner of Payment		45
Section 2.9	Reimbursement		48
Section 2.10	Pro Rata Treatment		48
Section 2.11	Application of Payments		49
Section 2.12	Use of Proceeds		51
Section 2.13	All Obligations to Constitute One Obligation		51
Section 2.14	Maximum Rate of Interest		51
Section 2.15	Letters of Credit		52
Section 2.16	Bank Products		56
Section 2.17	Additional Increase of Commitments; Additional Lenders		56

ARTICLE 3. GUARANTY			58
Section 3.1	Guaranty		58
Section 3.2	Special Provisions Applicable to Subsidiary Guarantors		62

ARTICLE 4. CONDITIONS PRECEDENT			63
Section 4.1	Conditions Precedent to Closing		63


Section 4.2	Conditions Precedent to Initial Advance	65
Section 4.3	Conditions Precedent to Each Advance	66
Section 4.4	Conditions Precedent to Each Letter of Credit	67

ARTICLE 5. REPRESENTATIONS AND WARRANTIES		68
Section 5.1	General Representations and Warranties	68
Section 5.2	Representations and Warranties Relating to Eligible Credit Card Receivables	77
Section 5.3	Representations and Warranties Relating to Inventory	77
Section 5.4	Survival of Representations and Warranties, etc.	77

ARTICLE 6. GENERAL COVENANTS		77
Section 6.1	Preservation of Existence and Similar Matters	77
Section 6.2	Compliance with Applicable Law	78
Section 6.3	Maintenance of Properties	78
Section 6.4	Accounting Methods and Financial Records	78
Section 6.5	Insurance	78
Section 6.6	Payment of Taxes and Claims	79
Section 6.7	Visits and Inspections	79
Section 6.8	Conduct of Business	80
Section 6.9	ERISA	80
Section 6.10	Lien Perfection	80
Section 6.11	Location of Collateral	80
Section 6.12	Protection of Collateral	81
Section 6.13	Assignments and Records of Accounts	81
Section 6.14	Administration of Accounts	82
Section 6.15	The Blocked Account	83
Section 6.16	Further Assurances	83
Section 6.17	Broker’s Claims	84
Section 6.18	Indemnity	84
Section 6.19	Environmental Matters	84
Section 6.20	Formation of Subsidiaries	85

ARTICLE 7. INFORMATION COVENANTS		85


Section 7.1	Monthly and Quarterly Financial Statements and Information	86
Section 7.2	Annual Financial Statements and Information; Certificate of No Default.	86
Section 7.3	Compliance Certificates	87
Section 7.4	Intentionally Omitted	87
Section 7.5	Additional Reports	87
Section 7.6	Notice of Litigation and Other Matters	89

ARTICLE 8. NEGATIVE COVENANTS		91
Section 8.1	Funded Debt	91
Section 8.2	Guaranties	91
Section 8.3	Liens	92
Section 8.4	Restricted Payments and Purchases	92
Section 8.5	Investments	92
Section 8.6	Affiliate Transactions	93
Section 8.7	Liquidation; Change in Ownership, Name, or Year; Disposition or Acquisition of Assets; Etc	93
Section 8.8	Intentionally Omitted	95
Section 8.9	Intentionally Omitted	95
Section 8.10	Fixed Charge Coverage Ratio	95
Section 8.11	Conduct of Business	95
Section 8.12	Sales and Leasebacks	95
Section 8.13	Amendment and Waiver	95
Section 8.14	ERISA Liability	95
Section 8.15	Prepayments	96
Section 8.16	Negative Pledge	96
Section 8.17	Inconsistent Agreements	96

ARTICLE 9. DEFAULT		96
Section 9.1	Events of Default	96
Section 9.2	Remedies	99

ARTICLE 10. THE ADMINISTRATIVE AGENT		100
Section 10.1	Appointment and Authorization	100


Section 10.2	Interest Holders	101
Section 10.3	Consultation with Counsel	101
Section 10.4	Documents	101
Section 10.5	Administrative Agent and Affiliates	101
Section 10.6	Responsibility of the Administrative Agent	101
Section 10.7	Action by Administrative Agent	102
Section 10.8	Notice of Default	102
Section 10.9	Responsibility Disclaimed	102
Section 10.10	Indemnification	103
Section 10.11	Credit Decision	103
Section 10.12	Successor Administrative Agent	104
Section 10.13	Administrative Agent May File Proofs of Claim	104
Section 10.14	Collateral	105
Section 10.15	Release of Collateral	105

ARTICLE 11. MISCELLANEOUS		106
Section 11.1	Notices	106
Section 11.2	Expenses	107
Section 11.3	Waivers	108
Section 11.4	Set-Off	109
Section 11.5	Assignment	109
Section 11.6	Counterparts	112
Section 11.7	Under Seal; Governing Law	112
Section 11.8	Severability	112
Section 11.9	Headings	112
Section 11.10	Source of Funds	112
Section 11.11	Entire Agreement	112
Section 11.12	Amendments and Waivers	113
Section 11.13	Other Relationships	114
Section 11.14	Pronouns	114
Section 11.15	Disclosure	114
Section 11.16	Replacement of Lender	114


Section 11.17	Confidentiality	115
Section 11.18	Revival and Reinstatement of Obligations	115
Section 11.19	Electronic Transmissions	116

ARTICLE 12. YIELD PROTECTION		117
Section 12.1	Eurodollar Rate Basis Determination	117
Section 12.2	Illegality	117
Section 12.3	Increased Costs	117
Section 12.4	Effect On Other Advances	119
Section 12.5	Capital Adequacy	119

ARTICLE 13. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL		120
Section 13.1	Jurisdiction and Service of Process	120
Section 13.2	Consent to Venue	121
Section 13.3	Waiver of Jury Trial	121
Section 13.4	The Administrative Borrower	121
Section 13.5	All Obligations to Constitute Joint and Several Obligations	122


Exhibit A	—	Form of Assignment and Acceptance
Exhibit B	—	Form of Borrowing Base Certificate
Exhibit C	—	Form of Compliance Certificate
Exhibit D	—	Form of Notice of Conversion/Continuation
Exhibit E	—	Form of Request for Advance
Exhibit F	—	Form of Request for Issuance of Letter of Credit
Exhibit G	—	Form of Revolving Loan Note
Exhibit H	—	Form of Guaranty Supplement
Exhibit I	—	Form of Notice of Requested Commitment Increase


Schedule E-1	—	Existing Letters of Credit
Schedule 1(a)	—	Commitment Ratios
Schedule 1(b)	—	Liens
Schedule 5.1(c)-1	—	Subsidiaries
Schedule 5.1(c)-2	—	Partnerships/Joint Ventures
Schedule 5.1(d)	—	Outstanding Capital Stock Ownership
Schedule 5.1(h)	—	Material Contracts
Schedule 5.1(i)	—	Labor Matters
Schedule 5.1(j)	—	Taxes
Schedule 5.1(m)	—	Investments/Guaranties as of the Agreement Date
Schedule 5.1(n)	—	Litigation
Schedule 5.1(o)		ERISA
Schedule 5.1(p)	—	Intellectual Property; Licenses and Certifications
Schedule 5.1(v)	—	Insurance
Schedule 5.1(x)-1	—	Leased Real Property
Schedule 5.1(x)-2	—	Owned Real Property
Schedule 5.1(y)	—	Environmental Matters
Schedule 5.1(aa)	—	Name Change of Borrower Parties
Schedule 6.11	—	Location of Collateral
Schedule 6.15	—	Bank and Investment Accounts
Schedule 8.1	—	Outstanding Indebtedness as of the Agreement Date
Schedule 8.5	—	Existing Investments
Schedule 8.6	—	Affiliate Transactions
Schedule 8.12	—	Permitted Sale Leasebacks


		SunTrust Bank 303 Peachtree Street Twenty Third Floor Atlanta, Georgia 30308 Attn: Chico’s Account Manager Telecopy No.: (404) 588-7061 Email: haynes.gentry@suntrust.com with a copy to: Chris D Molen, Esq. Paul, Hastings, Janofsky & Walker LLP 600 Peachtree Street, N.E. Suite 2400 Atlanta, Georgia 30308 Telecopy No.: (404) 815-2424 Email: chrismolen@paulhastings.com


1.	Credit Card Receivables:

	a.	Amount of Eligible Credit Card Receivables (as detailed on Schedule 1 attached hereto and incorporated herein by this reference):	$

	b.	Advance rate against Eligible Credit Card Receivables:	90%

		item 1(a) times item 1(b) =			$

2.	Inventory:

	a.	Value of Eligible Inventory (as detailed on Schedule 2 attached hereto and incorporated herein by this reference):	$

	b.	Advance rate against Eligible Inventory:		60%

	c.	item 2(a) times item 2(b):	$

	d.	NOLV of Eligible Inventory (as detailed on Schedule 3 attached hereto and incorporated herein by this reference):	$ [N/A]

	e.	Advance rate against NOLV of Eligible Inventory:		85%

	f.	Item 2(d) times item 2(e)	$ [N/A]

		If Availability is less than the greater of (x) 30% of the Revolving Loan Commitment or (y) $20,000,000, the lesser of item 2(c) or item 2(f), otherwise, the amount of item 2(c)=			$

3.	Qualified Cash:


	a.	Amount of Qualified Cash:	$

	b.	Maximum permitted amount of Qualified Cash:	$	5,000,000

		The lesser of item 3(a) or item 3(b) =			$

4.	Reserves				$

5.	1, plus item 2, plus item 3 minus item 4 =				$



In compliance?		o Yes o No


DATE	AMOUNT OF	TYPE OF	AMOUNT OF	NOTATION
	REVOLVING	REVOLVING	PRINCIPAL	MADE
	LOAN	LOAN	PAID OR
	ADVANCE	ADVANCE	PREPAID


	CHICO’S FAS, INC., as Administrative Borrower
	By:
		Name:
		Title:


	CHICO’S FAS, INC., as the Administrative Borrower
	By:
		Name:
		Title:


A.	Compliance Calculation Section 8.10 – Fixed Charge Coverage Ratio

		(a	)	Net Income for such period	$

		(b	)	To the extent deducted in determining Net Income for such period, Interest Expense	$

		(c	)	To the extent deducted in determining Net Income for such period, income tax expense	$

		(d	)	To the extent deducted in determining Net Income for such period, Lease Expense	$

		(e	)	To the extent deducted in determining Net Income for such period, the amount of any non-cash compensation as a result of any grant of Equity Interests	$

		(f	)	To the extent deducted in determining Net Income for such period, depreciation and amortization expense	$

		(g	)	EBITDAR¹ ((a) + (b) + (c) + (d) + (e) + (f))	$

		(h	)	Capital Expenditures paid in cash during such period	$

		(i	)	Cash tax payments for such period	$

		(j	)	(h) + (i)	$

		(k	)	The greater of (1) (g) minus (j) and (2) zero	$

		(1	)	Interest Expense for such period	$


¹		provided, however, that if any such calculation includes any period in which an acquisition or sale of a Person or all or substantially all of the assets of a Person occurred, then such calculation shall be made on a Pro Forma Basis.


(m)	Lease Expense for such period

(n)	Scheduled principal payments made with respect to Funded Debt during such period	$

(o)	Restricted Payments and Restricted Purchase paid during such period	$

(P)	Fixed Charges ((l) + (m) + (n) + (o))	$

(q)	Ratio of (k) to (p)		:


	CHICO’S FAS, INC., a Florida corporation, as the Administrative Borrower
	By:
		Name:
		Title:


	CHICO’S FAS, INC., as the Administrative Borrower
	By:
		Name:
		Title:


	CHICO’S FAS, INC., a Florida corporation
	By:
		Name:
		Title:

	WHITE HOUSE \| BLACK MARKET, INC., a Florida corporation
	By:
		Name:
		Title:

	CHICO’S RETAIL SERVICES, INC., a Florida corporation
	By:
		Name:
		Title:

	CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company
	By:
		Name:
		Title:

	SOMA INTIMATES, LLC, a Florida limited liability company
	By:
		Name:
		Title:


	CHICO’S FAS, INC., for itself and on behalf of the other Borrowers
	By:
		Name:
		Title:


			Revolving					Aggregate
	Revolving Loan		Commitment			Aggregate		Commitment
Lender	Commitment		Ratio			Commitment		Ratio
SunTrust Bank	$	55,000,000		100.00	%	$	55,000,000		100.00	%

Totals	$	55,000,000		100	%	$	55,000,000		100	%


Company	Business Unit	Address	Parcel #	Location	City	ST	ZIP
2	09652	11215 Metro Pywy	07-45-25-00-00002.0000	Main campus	Fort Myers	FL	33966
2	09655	6100-6190 Mid Metro	07-45-25-00-00002.0070	North campus	Fort Myers	FL	33966
2	09652	11100 Plantation	07-45-25-00-00002.0020	Vacant north campus	Fort Myers	FL	33966
2	09652	11235 Metro Pkwy	07-45-25-00-00006.0030	WHBM Bldg	Fort Myers	FL	33966
2	09652	6130 Idlewild Street	07-45-25-00-00002.001D	6130 Idlewild Street	Fort Myers	FL	33966
2	09652	6132 Idlewild Street	07-45-25-00-00002.001E	6132 Idlewild Street	Fort Myers	FL	33966
2	09652	5490 Avon Park Ct - Bldg#76 Unit#101	25-45-24-09-00076.0101	Bell Tower Condo - Bldg#76 Unit#101	Fort Myers	FL	33912
2	09652	5492 Avon Park Ct - Bldg#76 Unit#102	25-45-24-09-00076.0102	Bell Tower Condo - Bldg#76 Unit#102	Fort Myers	FL	33912
2	09652	5496 Avon Park Ct - Bldg#77 Unit#101	25-45-24-09-00077.0101	Bell Tower Condo - Bldg#77 Unit#101	Fort Myers	FL	33912
2	09652	5498 Avon Park Ct - Bldg#77 Unit#102	25-45-24-09-00077.0102	Bell Tower Condo - Bldg#77 Unit#102	Fort Myers	FL	33912
2	09652	13951 Avon Park Ct - Bldg#78 Unit#101	25-45-24-09-00078.0101	Bell Tower Condo-Bldg#78 Unit#101	Fort Myers	FL	33912
2	09652	11600 Court of Palms	30-45-24-13-00003.0503	Palmas Del Sol - CONDO	Fort Myers	FL	33908
5	09001	1020 Barrow Industrial Park	XX043 004	GA Warehouse	Winder	GA	30680
5	09001	Barrow Industrial Park	XX043 005A	GA Warehouse	Winder	GA	30680
5	09001	Barrow Industrial Park	XX043 005B	GA Warehouse	Winder	GA	30680
5	09002	815 Progress Drive	XX043 005	GA Warehouse	Winder	GA	30680

	16