EX-10.1



 Exhibit 10.1 

Execution Copy  
 CREDIT AGREEMENT 
 by and among 

CHICO’S FAS, INC., 
 WHITE HOUSE | BLACK MARKET, INC., 
 CHICO’S RETAIL SERVICES, INC., 

CHICO’S DISTRIBUTION SERVICES, LLC and 
 SOMA INTIMATES, LLC 
 as the Borrowers, 

The Persons party hereto as the Guarantors, 
 The financial institutions party hereto as the Lenders, 
 SUNTRUST BANK, 

as the Issuing Bank, 
 SUNTRUST BANK, 
 as the Administrative Agent, 

and 
 SUNTRUST
ROBINSON HUMPHREY, INC., 
 as Lead Arranger 
 November 24, 2008 







 Execution Copy  

INDEX 
  

							
	 	 	 	  	Page	 
	 ARTICLE 1. DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER INTERPRETIVE MATTERS
	  	 	1	  
	 Section 1.1
	 	Definitions	  	 	1	  
	 Section 1.2
	 	Accounting Principles	  	 	33	  
	 Section 1.3
	 	Other Interpretive Matters	  	 	34	  
		
	 ARTICLE 2. THE LOANS AND THE LETTERS OF CREDIT
	  	 	35	  
	 Section 2.1
	 	Extension of Credit	  	 	35	  
	 Section 2.2
	 	Manner of Borrowing and Disbursement of Loans	  	 	37	  
	 Section 2.3
	 	Interest	  	 	42	  
	 Section 2.4
	 	Fees	  	 	43	  
	 Section 2.5
	 	Prepayment/Reduction of Commitment	  	 	44	  
	 Section 2.6
	 	Repayment	  	 	45	  
	 Section 2.7
	 	Notes; Loan Accounts	  	 	47	  
	 Section 2.8
	 	Manner of Payment	  	 	48	  
	 Section 2.9
	 	Reimbursement	  	 	50	  
	 Section 2.10
	 	Pro Rata Treatment	  	 	51	  
	 Section 2.11
	 	Application of Payments	  	 	53	  
	 Section 2.12
	 	Use of Proceeds	  	 	53	  
	 Section 2.13
	 	All Obligations to Constitute One Obligation	  	 	53	  
	 Section 2.14
	 	Maximum Rate of Interest	  	 	53	  
	 Section 2.15
	 	Letters of Credit	  	 	54	  
	 Section 2.16
	 	Bank Products	  	 	59	  
	 Section 2.17
	 	Additional Increase of Commitments; Additional Lenders	  	 	59	  
		
	 ARTICLE 3. GUARANTY
	  	 	61	  
	 Section 3.1
	 	Guaranty	  	 	61	  
	 Section 3.2
	 	Special Provisions Applicable to Subsidiary Guarantors	  	 	65	  
		
	 ARTICLE 4. CONDITIONS PRECEDENT
	  	 	66	  
	 Section 4.1
	 	Conditions Precedent to Closing	  	 	66	  









							
	 Section 4.2
	 	Conditions Precedent to Initial Advance	  	 	68	  
	 Section 4.3
	 	Conditions Precedent to Each Advance	  	 	69	  
	 Section 4.4
	 	Conditions Precedent to Each Letter of Credit	  	 	70	  
		
	 ARTICLE 5. REPRESENTATIONS AND WARRANTIES
	  	 	71	  
	 Section 5.1
	 	General Representations and Warranties	  	 	71	  
	 Section 5.2
	 	Representations and Warranties Relating to Eligible Credit Card Receivables	  	 	80	  
	 Section 5.3
	 	Representations and Warranties Relating to Inventory	  	 	81	  
	 Section 5.4
	 	Survival of Representations and Warranties, etc.	  	 	81	  
		
	 ARTICLE 6. GENERAL COVENANTS
	  	 	81	  
	 Section 6.1
	 	Preservation of Existence and Similar Matters	  	 	81	  
	 Section 6.2
	 	Compliance with Applicable Law	  	 	81	  
	 Section 6.3
	 	Maintenance of Properties	  	 	82	  
	 Section 6.4
	 	Accounting Methods and Financial Records	  	 	82	  
	 Section 6.5
	 	Insurance	  	 	82	  
	 Section 6.6
	 	Payment of Taxes and Claims	  	 	83	  
	 Section 6.7
	 	Visits and Inspections	  	 	83	  
	 Section 6.8
	 	Conduct of Business	  	 	84	  
	 Section 6.9
	 	ERISA	  	 	84	  
	 Section 6.10
	 	Lien Perfection	  	 	84	  
	 Section 6.11
	 	Location of Collateral	  	 	84	  
	 Section 6.12
	 	Protection of Collateral	  	 	85	  
	 Section 6.13
	 	Assignments and Records of Accounts	  	 	85	  
	 Section 6.14
	 	Administration of Accounts	  	 	85	  
	 Section 6.15
	 	The Blocked Account	  	 	87	  
	 Section 6.16
	 	Further Assurances	  	 	88	  
	 Section 6.17
	 	Broker’s Claims	  	 	88	  
	 Section 6.18
	 	Indemnity	  	 	88	  
	 Section 6.19
	 	Environmental Matters	  	 	89	  
	 Section 6.20
	 	Formation of Subsidiaries	  	 	89	  
		
	 ARTICLE 7. INFORMATION COVENANTS
	  	 	90	  


  
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	 Section 7.1
	 	Monthly and Quarterly Financial Statements and Information	  	 	90	  
	 Section 7.2
	 	Annual Financial Statements and Information; Certificate of No Default.	  	 	91	  
	 Section 7.3
	 	Compliance Certificates	  	 	91	  
	 Section 7.4
	 	Intentionally Omitted	  	 	92	  
	 Section 7.5
	 	Additional Reports	  	 	92	  
	 Section 7.6
	 	Notice of Litigation and Other Matters	  	 	93	  
		
	 ARTICLE 8. NEGATIVE COVENANTS
	  	 	95	  
	 Section 8.1
	 	Funded Debt	  	 	95	  
	 Section 8.2
	 	Guaranties	  	 	96	  
	 Section 8.3
	 	Liens	  	 	96	  
	 Section 8.4
	 	Restricted Payments and Purchases	  	 	96	  
	 Section 8.5
	 	Investments	  	 	97	  
	 Section 8.6
	 	Affiliate Transactions	  	 	98	  
	 Section 8.7
	 	Liquidation; Change in Ownership, Name, or Year; Disposition or Acquisition of Assets; Etc	  	 	98	  
	 Section 8.8
	 	Intentionally Omitted	  	 	100	  
	 Section 8.9
	 	Intentionally Omitted	  	 	100	  
	 Section 8.10
	 	Fixed Charge Coverage Ratio	  	 	100	  
	 Section 8.11
	 	Conduct of Business	  	 	100	  
	 Section 8.12
	 	Sales and Leasebacks	  	 	100	  
	 Section 8.13
	 	Amendment and Waiver	  	 	100	  
	 Section 8.14
	 	ERISA Liability	  	 	101	  
	 Section 8.15
	 	Prepayments	  	 	101	  
	 Section 8.16
	 	Negative Pledge	  	 	101	  
	 Section 8.17
	 	Inconsistent Agreements	  	 	101	  
		
	 ARTICLE 9. DEFAULT
	  	 	102	  
	 Section 9.1
	 	Events of Default	  	 	102	  
	 Section 9.2
	 	Remedies	  	 	105	  
		
	 ARTICLE 10. THE ADMINISTRATIVE AGENT
	  	 	106	  
	 Section 10.1
	 	Appointment and Authorization	  	 	106	  


  
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	 Section 10.2
	 	Interest Holders	  	 	107	  
	 Section 10.3
	 	Consultation with Counsel	  	 	107	  
	 Section 10.4
	 	Documents	  	 	107	  
	 Section 10.5
	 	Administrative Agent and Affiliates	  	 	107	  
	 Section 10.6
	 	Responsibility of the Administrative Agent	  	 	107	  
	 Section 10.7
	 	Action by Administrative Agent	  	 	108	  
	 Section 10.8
	 	Notice of Default	  	 	108	  
	 Section 10.9
	 	Responsibility Disclaimed	  	 	108	  
	 Section 10.10
	 	Indemnification	  	 	109	  
	 Section 10.11
	 	Credit Decision	  	 	109	  
	 Section 10.12
	 	Successor Administrative Agent	  	 	110	  
	 Section 10.13
	 	Administrative Agent May File Proofs of Claim	  	 	110	  
	 Section 10.14
	 	Collateral	  	 	111	  
	 Section 10.15
	 	Release of Collateral	  	 	111	  
		
	 ARTICLE 11. MISCELLANEOUS
	  	 	112	  
	 Section 11.1
	 	Notices	  	 	112	  
	 Section 11.2
	 	Expenses	  	 	113	  
	 Section 11.3
	 	Waivers	  	 	114	  
	 Section 11.4
	 	Set-Off	  	 	115	  
	 Section 11.5
	 	Assignment	  	 	115	  
	 Section 11.6
	 	Counterparts	  	 	118	  
	 Section 11.7
	 	Under Seal; Governing Law	  	 	118	  
	 Section 11.8
	 	Severability	  	 	118	  
	 Section 11.9
	 	Headings	  	 	118	  
	 Section 11.10
	 	Source of Funds	  	 	118	  
	 Section 11.11
	 	Entire Agreement	  	 	118	  
	 Section 11.12
	 	Amendments and Waivers	  	 	119	  
	 Section 11.13
	 	Other Relationships	  	 	120	  
	 Section 11.14
	 	Pronouns	  	 	120	  
	 Section 11.15
	 	Disclosure	  	 	120	  
	 Section 11.16
	 	Replacement of Lender	  	 	120	  


  
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	 Section 11.17
	 	Confidentiality	  	 	121	  
	 Section 11.18
	 	Revival and Reinstatement of Obligations	  	 	121	  
	 Section 11.19
	 	Electronic Transmissions	  	 	122	  
		
	 ARTICLE 12. YIELD PROTECTION
	  	 	123	  
	 Section 12.1
	 	Eurodollar Rate Basis Determination	  	 	123	  
	 Section 12.2
	 	Illegality	  	 	123	  
	 Section 12.3
	 	Increased Costs	  	 	123	  
	 Section 12.4
	 	Effect On Other Advances	  	 	125	  
	 Section 12.5
	 	Capital Adequacy	  	 	125	  
		
	 ARTICLE 13. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL
	  	 	126	  
	 Section 13.1
	 	Jurisdiction and Service of Process	  	 	126	  
	 Section 13.2
	 	Consent to Venue	  	 	127	  
	 Section 13.3
	 	Waiver of Jury Trial	  	 	127	  
	 Section 13.4
	 	The Administrative Borrower	  	 	127	  
	 Section 13.5
	 	All Obligations to Constitute Joint and Several Obligations	  	 	128	  

 EXHIBITS 
  

							
	 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


  
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 SCHEDULES 
  

					
	 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


  
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 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. 

  
 2 








 “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. 

  
 3 








 “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. 

  
 4 








 “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. 

  
 5 








 “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. 


  
 6 








 “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. 

  
 7 








 “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. 

  
 8 








 “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. 

  
 9 








 “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. 

  
 10 









 “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; 

  
 11 









 (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: 

  
 12 









 (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; 

  
 13 









 (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. 

  
 14 









 “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). 

  
 15 









 “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 

  
 16 









 
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. 

  
 17 









 “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. 

  
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 “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). 

  
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 “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. 

  
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 “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 

  
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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. 

  
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 “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. 

  
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 “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). 

  
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 “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. 

  
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 “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 

  
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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; 

  
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 (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. 

  
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 “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. 

  
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 “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. 

  
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 “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. 

  
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 “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 

  
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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; 

  
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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.


  
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 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


  
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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. 

  
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 (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)

  
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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. 
 (c) Eurodollar Advances.  

(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. 

  
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 (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 

  
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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). 

  
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 (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 

  
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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. 

  
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 (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. 

  
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 (c) Letter of Credit Fees.  

(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


  
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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. 

  
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 (b) Intentionally Omitted. 

(c) Other Mandatory Repayments.  
 (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). 

  
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 (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. 

  
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 (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 

  
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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. 

  
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 (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, 

  
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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: 

  
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 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); 

  
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 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 

  
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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. 

  
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 (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 

  
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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: 

  
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 (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; 

  
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 (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. 

  
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 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 

  
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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. 

  
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 (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. 

  
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 (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 

  
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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. 

  
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 (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. 

  
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 (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. 

  
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 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


  
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(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. 

  
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 (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. 

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

 (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). 

  
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 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): 

  
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 (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. 

  
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 (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 

  
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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. 

  
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 (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


  
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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


  
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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. 

  
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 (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 

  
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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. 

  
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 (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. 

  
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 (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. 

  
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 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. 

  
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 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 

  
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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. 

  
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 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.


  
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 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.  

  
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 (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. 

  
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 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. 

  
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 (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 

  
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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 

  
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 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 

  
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(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; 

  
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 (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. 

  
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 (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.  

  
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 (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; 

  
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 (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 
 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: 

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; 

  
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 (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,


  
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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 

  
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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 

  
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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;


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

  
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 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; 

  
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 (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 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. 

  
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 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 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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 (ii) If to the Administrative Agent, to it at: 

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 
 (iii) If to the Lenders, to them at the addresses set forth on the signature pages of this Agreement; and 
 (iv) If to the Issuing Bank, at the address set forth on the signature pages of this Agreement. 
 (b) Any party hereto may change the address to which notices shall be directed under this Section 11.1 by giving ten (10) days’ written notice of such change to the other
parties. 
 (c) The Borrowers may make delivery of the items required by Sections 7.1, 7.2 and 7.3
via Electronic Transmission to the Lender Group. 
 Section 11.2 Expenses. The Borrowers agree to promptly pay or
promptly reimburse: 
 (a) All reasonable out-of-pocket costs and expenses of the Administrative Agent and its Affiliates in
connection with the preparation, negotiation, execution, delivery and syndication of this Agreement, the other Loan Documents and the Bank Products Documents, the transactions contemplated hereunder and thereunder, and the making of the initial
Advance hereunder, including, but not limited to, the reasonable fees and disbursements of counsel for the Administrative Agent and its Affiliates; 

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

  
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 (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 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. 

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

  
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 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. 

  
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 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 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. 
 [remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers, all as of the day and year first above written. 
  

					
	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










							
	 ADMINISTRATIVE AGENT,
 ISSUING
BANK AND LENDER:
	 		 	SUNTRUST BANK, as the Administrative Agent, the Issuing Bank, a Lender and the Swing Bank
				
		 		 	By:	 	/s/     J. Haynes Gentry, III
		 		 		 	Name: J. Haynes Gentry, III
		 		 		 	Title:Vice President








 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


  
 A-1









 
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. 

[Remainder of this page intentionally left blank] 

  
 A-2









 IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Acceptance
to be executed by their authorized signatory as of the date specified thereon. 
  

			
	[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:
	 	 	 	]


  
 A-3









 SCHEDULE 1  

ASSIGNMENT AND ACCEPTANCE  
  

					
	 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__	  


  
 A-4









 Exhibit B 

  








 EXHIBIT B  

FORM OF BORROWING BASE CERTIFICATE 
 SunTrust Bank, as Administrative Agent 
 303 Peachtree Street 

Twenty Third Floor 
 Atlanta, Georgia 30308

 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 undersigned, the [            ] of the Administrative Borrower,
pursuant to [Section 7.5(a) / Section 7.5(b)] of the Credit Agreement, hereby certifies to the Administrative Agent that the following items, calculated in accordance with the terms set forth in the Credit Agreement, are true
and correct, and that the Borrowers are in compliance with and, after giving effect to any currently requested Advances, will be in compliance with the terms, conditions, and provisions of the Credit Agreement. 







 Effective Date of Calculation:
                     
 Borrowing
Base Calculation 
  

									
	 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:
	  				 			


  
 2 









									
	 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 =
	  				  	$	                	  
		  				  	  
	  
	 


  
 - 3 -









 The undersigned hereby certifies that all of the foregoing is true and correct as of the
effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement. 

 

			
	 CHICO’S FAS, INC., as Administrative Borrower

		
	 By:
	 	 
		 	Name:
		 	Title:



  
 - 4 -









 Schedule 1 

(Eligible Credit Card Receivables)  







 Schedule 2 

(Value of Eligible Inventory)  







 Schedule 3 

(NOLV of Eligible Inventory)  

  
 - 7 -









 Exhibit C 







 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] 







 IN WITNESS WHEREOF, I have executed this Compliance Certificate as of
                    , 20     . 

 

			
	 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)
	  	 	____:___	  

  

					
	 In compliance?
	  	 ̈	 Yes        
	 ̈ No 








 Exhibit D 








                       
    , 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 
 (c) no Default has occurred and is continuing. 
 The foregoing instructions shall
be irrevocable. This Notice of Conversion/Continuation shall be a Loan Document for all purposes. 

  
 1 








 Dated as of this
                    day
of                     , 20         . 

 

			
	 CHICO’S FAS, INC., a Florida corporation,

as the Administrative Borrower

		
	 By:
	 	 
		 	Name:
		 	Title:



  
 2 








 Exhibit E 







 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, and all applicable conditions set forth in Section[s] [4.2 and]1 4.3 of the Credit Agreement have been satisfied or appropriately waived in writing by all Lenders. 







 4. The incumbency of persons authorized by the Administrative Borrower to sign documents is
as stated in the certificate of incumbency most recently delivered by the Administrative Borrower to the Administrative Agent. 

5. No Default or Event of Default exists or will exist immediately after giving effect to this Request for Advance. 

[remainder of page intentionally left blank] 

 

	1 	 For initial Advance only. 



  
 2 








 Dated as of this
                    day
of                     , 20         . 

 

			
	 CHICO’S FAS, INC., as the

Administrative Borrower

		
	 By:
	 	 
		 	Name:
		 	Title:



  
 3 








 Exhibit F 







 EXHIBIT F  

FORM OF REQUEST FOR ISSUANCE OF LETTER OF CREDIT  
 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 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 Section 4.4 of the Credit Agreement have
been satisfied or waived in writing by all Lenders. 

  
 1 








 5. The incumbency of persons authorized by the Administrative Borrower
to sign documents is as stated in the certificate of incumbency most recently delivered to the Administrative Agent. 
 6. No Default exists or will exist immediately after giving effect to this Request for Issuance of Letter of Credit. 
 [remainder of page intentionally left blank] 

  
 2 








 Dated as of this
                     day of                 ,
20     . 
  

			
	CHICO’S FAS, INC., as the Administrative Borrower
		
	 By:
	 	 
		 	 Name:

Title:




  
 3 








 Exhibit G 







 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. 
 [remainder of this page intentionally left blank] 

  
 -2-









 IN WITNESS WHEREOF, a duly authorized officer of each Borrower, as Authorized Signatory, has
executed this Note under seal as of the day and year first above written. 
  

					
	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:	 	









 REVOLVING LOAN ADVANCES 

 

									
	DATE	  	 AMOUNT OF
REVOLVING
 LOAN
 ADVANCE
	  	 TYPE OF
 REVOLVING
 LOAN

ADVANCE
	  	 AMOUNT OF
PRINCIPAL
 PAID OR
 PREPAID
	  	 NOTATION
 MADE









 Exhibit H 







 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. 

[remainder of this page intentionally left blank] 







 IN WITNESS WHEREOF, the New Guarantor has duly executed this Guaranty Supplement as of the
day and year first above written. 
 NEW GUARANTOR:
                                        

  

			
	By:	 	 
	Name:	 	 
	Title:	 	 









 Exhibit I 







 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 date, which representation and warranty shall remain true and correct in all material respects (unless such representation or warranty is qualified as to materiality,
in which case such representation and warranty shall be true and correct in all respects) as of such earlier date; 







 (b) No law, regulation, order judgment, or decree of any Governmental Authority exists,
and no action, suit, investigation, litigation or proceeding is pending or, to the knowledge of any Borrower, threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or
otherwise affect the making of the Commitment Increase requested hereby or (ii) has or has a reasonable likelihood of having a Materially Adverse Effect. 
 (c) No Default or Event of Default has occurred and is continuing, or would result from such proposed Commitment Increase. 
 Parent, on behalf of Borrowers, has caused this Notice of Requested Commitment Increase to be executed and delivered by its duly authorized representatives, this
             day of                             ,
20        . 
  

					
	CHICO’S FAS, INC., for itself and on behalf of the other Borrowers
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	









 SCHEDULES 







 Schedule E-l 








			
	 Imports Outstanding Liability: By Bank Reference
	 	21 Nov 2008
		
	 Chico
	 	3:49 PM

  

																													
	 Chicos Reference
	 	Bank Reference	 	 	 Beneficiary Name
	 	Beneficiary Country	 	Issue
Date	 	 	Expiry
Date	 	 	Outstanding
Liability
Amount	 	 	Outstanding
Liability USD	 
	 OC2I151309
	 	 	00000005193152	  	 	ZHEJLANG JIANLIMEI KNITTING	 	CHINA	 	 	07 Aug 2008	  	 	 	06 Nov 2008	 	 	 	272.65	  	 	 	USD	  	 	 	272.65	  
	 OC2I323073
	 	 	00000005193165	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	14 Aug 2008	  	 	 	13 Nov 2008	  	 	 	2,931.39	  	 	 	USD	  	 	 	2,931.39	  
	 OC2I322755
	 	 	00000005193168	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	03 Sep 2008	  	 	 	24 Nov 2008	  	 	 	2,673.05	  	 	 	USD	  	 	 	2,673.05	  
	 OC2I322792
	 	 	00000005193169	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	14 Aug 2008	  	 	 	13 Nov 2008	  	 	 	7.86	  	 	 	USD	  	 	 	7.86	  
	 OC2II45268
	 	 	00000005193174	  	 	BINHAI SALES CO LTD	 	CHINA	 	 	02 Sep 2008	  	 	 	27 Nov 2008	  	 	 	1,542.00	  	 	 	USD	  	 	 	1,542.00	  
	 OC2I145256
	 	 	00000005193175	  	 	BINHAI SALES CO LTD	 	CHINA	 	 	02 Sep 2008	  	 	 	17 Nov 2008	  	 	 	2,385.00	  	 	 	USD	  	 	 	2,385.00	  
	 OC2I145264
	 	 	00000005214461	  	 	BINHAI SALES CO LTD	 	CHINA	 	 	02 Sep 2008	  	 	 	17 Nov 2008	  	 	 	1,711.00	  	 	 	USD	  	 	 	1,711.00	  
	 OC2I145265
	 	 	00000005214462	  	 	BINHAI SALES CO LTD	 	CHINA	 	 	02 Sep 2008	  	 	 	17 Nov 2008	  	 	 	2,602.50	  	 	 	USD	  	 	 	2,602.50	  
	 OC2I145255
	 	 	00000005214463	  	 	BINHAI SALES CO LTD	 	CHINA	 	 	02 Sep 2008	  	 	 	17 Nov 2008	  	 	 	1,086.80	  	 	 	USD	  	 	 	1,086.80	  
	 OC2I145251
	 	 	00000005214464	  	 	BINHAI SALES CO LTD	 	CHINA	 	 	02 Sep 2008	  	 	 	17 Nov 2008	  	 	 	2,691.00	  	 	 	USD	  	 	 	2,691.00	  
	 OC2I145266
	 	 	00000005214465	  	 	BINHAI SALES CO LTD	 	CHINA	 	 	02 Sep 2008	  	 	 	17 Nov 2008	  	 	 	8,856.30	  	 	 	USD	  	 	 	8,856.30	  
	 OC2I145267
	 	 	00000005214466	  	 	BINHAI SALES CO LTD	 	CHINA	 	 	02 Sep 2008	  	 	 	17 Nov 2008	  	 	 	4,975.50	  	 	 	USD	  	 	 	4,975.50	  
	 OC2I323142
	 	 	00000005214467	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	27 Oct 2008	  	 	 	03 Dec 2008	  	 	 	113,463.02	  	 	 	USD	  	 	 	113,463.02	  
	 OC2I323196
	 	 	00000005214469	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	23 Sep 2008	  	 	 	10 Dec 2008	  	 	 	166,985.09	  	 	 	USD	  	 	 	166,985.09	  
	 OC2I323192
	 	 	00000005214471	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	17 Sep 2008	  	 	 	03 Dec 2008	  	 	 	2,208.00	  	 	 	USD	  	 	 	2,208.00	  
	 OC2I323194
	 	 	00000005214472	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	23 Sep 2008	  	 	 	10 Dec 2008	  	 	 	321.51	  	 	 	USD	  	 	 	321.51	  
	 OC2I147810
	 	 	00000005214474	  	 	NASIGN CO., LTD	 	KOREA (SOUTH)	 	 	25 Sep 2008	  	 	 	11 Dec 2008	  	 	 	31,920.00	  	 	 	USD	  	 	 	31,920.00	  
	 OC2I4500169681
	 	 	00000005214475	  	 	HUEI- YUU GARMENT MFG. LTD	 	TAIWAN	 	 	10 Oct 2008	  	 	 	17 Dec 2008	  	 	 	149.93	  	 	 	USD	  	 	 	149.93	  
	 OC2I4500169682
	 	 	00000005214476	  	 	JOCK VAN GARMENT IND. CO. LTD	 	TAIWAN	 	 	10 Oct 2008	  	 	 	24 Dec 2008	  	 	 	71,252.14	  	 	 	USD	  	 	 	71,252.14	  
	 OC2I4500180096
	 	 	00000005214477	  	 	ZHEJIANG JIANLIMEI KNITTING	 	CHINA	 	 	17 Sep 2008	  	 	 	03 Dec 2008	  	 	 	1,000.61	  	 	 	USD	  	 	 	1,000.61	  
	 OC2I323734
	 	 	00000005214478	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	16 Oct 2008	  	 	 	08 Jan 2009	  	 	 	198,090.47	  	 	 	USD	  	 	 	198,090.47	  
	 OC2I323779
	 	 	00000005214479	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	16 Oct 2008	  	 	 	08 Jan 2009	  	 	 	47,893.11	  	 	 	USD	  	 	 	47,893.11	  
	 OC2I148497
	 	 	00000005214480	  	 	THAI GARMENT EXPORT CO LTD	 	THAILAND	 	 	29 Oct 2008	  	 	 	17 Dec 2008	  	 	 	127,940.72	  	 	 	USD	  	 	 	127,940.72	  
	 OC2I148496
	 	 	00000005214481	  	 	THAI GARMENT EXPORT CO LTD	 	THAILAND	 	 	19 Nov 2008	  	 	 	15 Jan 2009	  	 	 	81,928.98	  	 	 	USD	  	 	 	81,928.98	  
	 OC2I323894
	 	 	00000005214482	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	05 Nov 2008	  	 	 	06 Feb 2009	  	 	 	120,044.82	  	 	 	USD	  	 	 	120,044.82	  
	 OC2I324027
	 	 	00000005214484	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	20 Nov 2008	  	 	 	25 Feb 2009	  	 	 	36,724.13	  	 	 	USD	  	 	 	36,724.13	  
	 OC2I324025
	 	 	00000005214485	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	20 Nov 2008	  	 	 	23 Feb 2009	  	 	 	225,223.17	  	 	 	USD	  	 	 	225,223.17	  
	 OC2I324023
	 	 	00000005214486	  	 	DIRECT SOURCE FAR EAST LTD	 	HONG KONG	 	 	20 Nov 2008	  	 	 	23 Feb 2009	  	 	 	41,055.00	  	 	 	USD	  	 	 	41,055.00	  
	 OC2I4500183603
	 	 	00000005214487	  	 	HUEI- YUU GARMENT MFG. LTD	 	TAIWAN	 	 	03 Nov 2008	  	 	 	05 Feb 2009	  	 	 	43,648.50	  	 	 	USD	  	 	 	43,648.50	  
	 OC2I4500183601
	 	 	00000005214488	  	 	JOCK VAN GARMENT IND. CO. LTD	 	TAIWAN	 	 	13 Nov 2008	  	 	 	08 Feb 2009	  	 	 	201,815.41	  	 	 	USD	  	 	 	201,815.41	  
	 OC2I4500176608
	 	 	00000005214489	  	 	ZHEJIANG JIANLIMEI KNITTING	 	CHINA	 	 	04 Nov 2008	  	 	 	05 Feb 2009	  	 	 	108,800.63	  	 	 	USD	  	 	 	108,800.63	  
	 OC2I4500190479
	 	 	00000005214490	  	 	SILVERTEX INTERNATIONAL CORP.	 	TAIWAN	 	 	13 Nov 2008	  	 	 	05 Feb 2009	  	 	 	13,813.80	  	 	 	USD	  	 	 	13,813.80	  
		 				 		 		 				 				 				 				 	  
	  
	 
	 Selection Criteria:
	 				 		 		 				 				 	 	Grand Total:	  	 				 	 	1,666,014.09	  


  

			
	Page 1 of 1	 	ILCLIBBK.RPT










			
	 Standby Outstanding Liability: By Bank Reference
	  	21 Nov 2008
		
		  	3:50 PM

  

																							
	 Chicos Reference
	  	Bank Reference	 	  	 Beneficiary Name
	  	Beneficiary Country	 	  	Issue Date	  	Expiry Date	  	Outstanding
Liability Amount	  	Outstanding
Liability USD	 
	 Chico
	  				  		  				  		  		  		 		  			
	 Currency: USD
	  				  		  				  		  		  		 		  			
	 00000003049863
	  	 	00000003049863	  	  	HARTFORD FIRE INSURANCE COMPANY	  	 	UNITED STATES	  	  	27 Jun 2002	  	01 Apr 2009	  	50,000.00	 	USD	  	 	50,000.00	  
	 00000068012670
	  	 	00000068012670	  	  	136 FIFTH AVENUE, LLC.	  	 	UNITED STATES	  	  	19 May 2006	  	21 May 2009	  	550,000.00	 	USD	  	 	550,000.00	  
	 CHICO’S
	  	 	00000068027380	  	  	27TH STREET HOLDINGS LLC	  	 	UNITED STATES	  	  	02 Jul 2008	  	01 Jul 2009	  	69,237.17	 	USD	  	 	69,237.17	  
		  				  		  				  		  	Subtotal:	  	669,237.17	 	USD	  	 	669,237.17	  
		  				  		  				  		  		  	Chico Subtotal:	  	 	669,237.17	  
		  				  		  				  		  		  	    Grand Total:	  	 	669,237.17	  

 Selection Criteria: 

  

			
	Page 1 of 1	  	SLCLIBBK.RPT









 Schedule 1(a) 

Commitment Ratios 
  

																					
	 Lender
	  	Revolving Loan
Commitment	 	  	Revolving
Commitment
Ratio	 	 	Aggregate
Commitment	 	  	Aggregate
Commitment
Ratio	 
	 SunTrust Bank
	  	$	55,000,000	  	  		  	 	100.00	% 	 	$	55,000,000	  	  		  	 	100.00	% 
	 Totals
	  	$	55,000,000	  	  		  	 	100	% 	 	$	55,000,000	  	  		  	 	100	% 








 Liens 
 NONE 
 Schedule 1(b) 







 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 







 None 
 Schedule 5.1 (c)-2 







 Outstanding Capital Stock Ownership 

Current ownership and the authorized and outstanding shares of Borrower Parties are as follows: 
 Chico’s FAS, Inc.  
 Shareholders: Publicly traded 

Authorized Shares: 400,000,000 shares of common stock and 2,500,000 shares of preferred stock 
 Outstanding Shares as of 11/1/08: 176,525,054 of common stock and 0 shares of preferred stock. 

Chico’s Retail Services, Inc.  

Shareholders: Wholly owned by Chico’s FAS, Inc 
 Authorized Shares: 10,000 shares 
 Outstanding Shares: 1,000 shares 

White House | Black Market, Inc.  

Shareholders: Wholly owned by Chico’s Retail Services, Inc 
 Authorized Shares: 10,000 shares 
 Outstanding Shares: 1,000 shares 

Chico’s Distribution Services, LLC  

Shareholders: Wholly owned by Chico’s FAS, Inc 
 Authorized Shares: None 
 Outstanding Shares: None 

Soma Intimates, LLC  
 Shareholders:
Wholly owned by Chico’s FAS, Inc 
 Authorized Shares: None 
 Outstanding Shares: None 
 Schedule 5.1(d) 







 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)








 Indemnification Agreement by and between Chico’s FAS, Inc. and David F. Dyer (as filed with the United
States Securities and Exchange Commission on July 25, 2008). 
 Employment Transition, Resignation, and Release Agreement by and between
Chico’s FAS, Inc. and James P. Frain (as filed with the United States Securities and Exchange Commission on August 2, 2005). 

Employment Transition, Resignation, and Release Agreement by and between Chico’s FAS, Inc. and James P. Frain (as filed with the United States
Securities and Exchange Commission on March 15, 2006). 
 Schedule 5.1(h) 







 None 
 Schedule 5.1(i) 







 None 
 Schedule 5.1(j) 








									
	Nov. 13, 2008	  	CHICO’S FAS, INC. AS GUARANTOR

  

									
	 Store #
	 	 Store Name
	 	 Location
	 	 Date of
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) 








	ITEM 1.	LEGAL PROCEEDINGS 

 The
Company was named as defendant in a putative class action filed in June 2008 in the Superior Court for the State of California, County of San Diego, Michele L. Massey Haefner v. Chico’s FAS, Inc. The Complaint alleges that the
Company, in violation of California law, requested or required customers to provide personal information in conjunction with credit card transactions. The Company filed an answer denying the material allegations of the Complaint. The Company
believes that the case is wholly without merit and, thus, does not believe that the case should have any material adverse effect on the Company’s financial condition or results of operations. 

The Company is not a party to any other legal proceedings, other than various claims and lawsuits arising in the normal course of
business, none of which the Company believes should have a material adverse effect on its financial condition or results of operations. 

Schedule 5.1(n) 







 None 
 Schedule 5.1(o) 







 None 
 Schedule 5.1(p) 







 Integro — CHICO’S Schedule of Insurance 

 

											
	 Coverage
	  	Policy
Period	  	 Carrier
	  	Policy
Number	  	 Limits and Description
	  	Deductible/
Retention
	 Property
	  	4/1/08 - 4/1/09	  	Lexington Insurance	  	8756905	  	$200,000.000
Subject to various sub-limits	  	$250,000
Subject to various
	 Surety
	  	9/1/2008-09	  	Zurich	  	08143192	  	$13,500 NV Tax Bond	  	Nil
	 Surety
	  	9/10/2008-09	  	Zurich	  	08142719	  	$18,900 NV Tax Bond	  	Nil
	 Surety
	  	2/12/2008-09	  	Zurich	  	07589004	  	$10,287 Mechanic’s Lien	  	Nil
	 Surety
	  	2/12/2008-09	  	Zurich	  	07589002	  	$20,020 Mechanic’s Lien	  	Nil
	 Surety
	  	2/12/2008-09	  	Zurich	  	07589003	  	$274,328.07 Mechanic’s Lien	  	Nil
	 Surety
	  	2/22/2008-09	  	Zurich	  	08920659	  	$2.5mm Customs Bond	  	Nil
	 Surety
	  	4/5/2008-09	  	Hartford	  	83BSBFA2869	  	$11,700 NV Tax Bond	  	Nil
	 D&O — Primary
	  	7/18/08 - 7/18/09	  	Chubb	  	8171-8442	  	$15,000,000	  	$2,500,000/
$1,500,000
	 D&O — 1st excess
	  	7/18/08 - 7/18/09	  	Travelers	  	EC09001862	  	$15,000,000	  	N/A
	 D&O — 2nd excess
	  	7/18/08 - 7/18/09	  	Hudson Specialty	  	HS-0303-2263	  	$5,000,000	  	N/A
	 D&O — 3rd excess
	  	7/18/08 - 7/18/09	  	Ariel Re	  	ADA-000118	  	$5,000,000	  	N/A
	 D&O — 4th excess
	  	7/18/08 - 7/18/09	  	Liberty Mutual	  	078473-018	  	$10,000,000	  	N/A
	 D&O — 5th excess
	  	7/18/08 - 7/18/09	  	Axis	  	MNN715260/0
1/2008	  	$10,000,000	  	N/A
	 D&O — 6th excess
	  	7/18/08 - 7/18/09	  	RSUI	  	NHS629912	  	$10,000,000	  	N/A
	 D&O — 7th excess
	  	7/18/08 - 7/18/09	  	XL	  	ELU106037- 08	  	$10,000,000	  	N/A
	 D&O — Side-A/DIC
	  	7/18/08 - 7/18/09	  	The Hartford	  	00 MM
0234173 08	  	$5,000,000	  	N/A


  

					
	Schedule 5.1(v)	  	Page 1	  	11/21/2008










	

 Integro - CHICO’S Schedule of Insurance 

 

													
	 Coverage
	  	Policy
Period	 	  	Carrier	 	Policy Number	  	Limits and Description	  	Deductible/
Retention
	 D&O — 1st excess
	  	 	7/18/08 - 7/18/09	  	  	Hudson Specialty	 	HS-0303-2264	  	$5,000,000	  	
	 D&O — 2nd excess
	  	 	7/18/08 - 7/18/09	  	  	Chubb	 	6803-0281	  	$10,000,000	  	N/A
	 D&O — 3rd excess
	  	 	7/18/08 - 7/18/09	  	  	Ariel Re	 	ADA-000119	  	$10,000,000	  	N/A
	 Fiduciary — Primary
	  	 	7/18/08 - 7/18/09	  	  	Chubb	 	8171-8442	  	$10,000,000	  	$10,000
	 Fiduciary — 1st excess
	  	 	7/18/08 - 7/18/09	  	  	XL	 	ELU106035-08	  	$10,000,000	  	N/A
	 EPL — Primary
	  	 	7/18/08 - 7/18/09	  	  	Zurich	 	EOC5431727-04	  	$10,000,000	  	$250,000
	 EPL — 1st excess
	  	 	7/18/08 - 7/18/09	  	  	Travelers	 	EC09001861	  	$10,000,000	  	N/A
	 EPL — 2nd excess
	  	 	7/18/08 - 7/18/09	  	  	Chubb	 	8208-7163	  	$10,000,000	  	N/A
	 Special Coverage - Primary
	  	 	7/18/08 - 7/18/09	  	  	Chubb	 	8171-8442	  	$20,000,000	  	Nil
	 Special Coverage - 
1st excess
	  	 	7/18/08 - 7/18/09	  	  	Travelers	 	KR09000032	  	$10,000,000	  	N/A
	 Crime
	  	 	7/18/08 - 7/18/09	  	  	Zurich	 	CCP005773906	  	$5,000,000	  	$500,000
	 E-Risk
	  	 	7/18/08 - 7/18/09	  	  	Zurich	 	ERK4879899-09	  	$6,000,000	  	$50,000
	 International DIC
	  	 	4/1/08 to 4/1/09	  	  	ACE American
Insurance Company	 	PHFD37282686	  	Primary International
Coverage	  	Nil
	 Umbrella Liability
	  	 	4/1/08 to 4/1/09	  	  	American Guarantee	 	AUC-	  	$25M Umbrella
Policy	  	Nil
		  	 	4/1/09	  	  	and Liability Insurance
Company (Zurich)	 	9258682-01	  		  	
	 Excess Liability
	  	 	4/1/08 to 4/1/09	  	  	Federal insurance
Company (Chubb)	 	93636149	  	$25M Excess of
$25M	  	N/A


  

					
	Schedule 5.1(v)	  	Page 2	  	11/21/2008









 Integro - CHICO’S Schedule of Insurance 

 
  

											
	 Coverage
	  	 Policy

Period
	  	 Carrier
	  	Policy
Number	  	 Limits and Description
	  	 Deductible/
Retention

	Non-Owned Aircraft
Liability	  	 06/11/08 -
 06/11/10
	  	StarNet Insurance Co through Berkley Aviation	  	BA08N1356
 S
	  	$25ML CSL — Non-Owned Aircraft
Liability is a liability coverage
designed to protect you against
claims arising from bodily injury or
property damage
made against
you
by third parties when using a non-
owned aircraft.	  	Nil
						
	 Coverage
	  	 Policy

Period
	  	 Carrier
	  	Policy
Number	  	 Limits and Description
	  	 Deductible/
Retention

	Environmental
Liability	  	10/19/2005 to 10/19/2008	  	Steadfast Insurance Company (Zurich)	  	REL 9211521 - 00	  	 $3M Each Claim
 $9M Policy Aggregate
	  	
						
	 Marine Cargo
	  	4/1/08 to 4/1/09	  	Fireman’s Fund Insurance Company	  	OC - 96523000	  	$7,500,000 any one conveyance;
$15,000,000 for named NY Processing
Locations; $2,500,000 for Guatemala
Processing Location; $500,000 unnamed
worldwide
storage and processing;
$1,500,000 annual aggregate of all
Mayflower Van Lines and Eagle Logistics
Locations; $1,000,000 annual aggregate
for all unnamed locations for the perils of
flood, earthquake and windstorm.	  	$50,000


  

					
	Schedule 5.1(v)	  	Page 3	  	11/21/2008









 THIS IS A BRIEF DESCRIPTION OF PROTECTION AVAILABLE OBVIOUSLY, THE STATEMENTS OF INSURANCE ARE SUBJECT TO
CERTAIN EXCLUSIONS AND CONDITIONS ONTAINED IN THE POLICY FORMS. PLEASE REVER TO THE ACTUAL POLICY FOR
DETAIL.                                        
                                         
                       1 
 DATE: November 25, 2008 
  

			
	



	  	 OSWALD, TRIPPE AND COMPANY, INC.

13515 BELL TOWER DRIVE, POST OFFICE BOX 60139, FORT MYERS, FLORIDA 33906-0139
 TELEPHONE:
239-433-4535                                       
         FAX: 239-433-4148


 SCHEDULE OF INSURANCE FOR: CHICO’S FAS, INC. and its subsidiaries 

 

											
	 COVERAGE
	  	COMPANY	  	POLICY
NUMBER	  	 LIMITS/DESCRIPTION NAMED INSURED:
	 	TERM	  	PREMIUM
						
	 General Liability
	  	Zurich	  	CPO2779830-08	  	Named Insured: Chico’s FAS Inc. and its subsidiaries: Chico’s FAS Inc. Stock Purchase Plan: Chico’s FAS Inc. Stock Option Plan: Chico’s FAS Inc.	 	04/01/08-04/01/09	  	$389,998,00

PL Assessments
$5,154,23

						
		  		  		  	Profit Sharing Plan: Chico’s FAS Inc. Group Life & Health Plan; Chico’s FAS Inc. 401 (k) Plan; Chico’s FAS Inc. Long Term Disability Plan: PAZO Inc.; Chico’s
Retail Services Inc.; Chico’s Distribution Services LLC; White House Black Market Inc.; Soma by Chico’s LLC: Soma Intimates LLC;	 		  	
						
		  		  		  	 Chico’s FAS Inc. (Chico’s) Directly and through its wholly owned subsidiaries, Chico’s Charities Inc. (non-profit
organization): Fit AppCo. d/b/a Fitigues
	 		  	
						
		  		  		  	 General Aggregate $2,000,000

Each Occurrence $2,000,000
 Personal Injury
Advertising $1,000,000
 Fire Legal Liability $1,000,000
 Medical Payments $10,000
 Employee Benefits Liability $1,000,000

Employee Benefits Aggregate $1,000,000
 Includes
Full Prior Acts Coverage for Employee Benefits Liability
 Bodily Injury Deductible $50,000 Property Damage Deductible Per Claim $50,000 Personal
Injury Deductible Per Claim $50,000
 Employer’s Liability Stop Gap; Ohio, Washington, West Virginia, Wyoming, Nevada, North Dakota Premium
Basis Sales $200,000,000
	 		  	

 General Liability 







 THIS IS A BRIEF DESCRIPTION OF PROTECTION AVAILABLE OBVIOUSLY, THE STATEMENTS OF INSURANCE ARE SUBJECT TO
CERTAIN EXCLUSIONS AND CONDITIONS ONTAINED IN THE POLICY FORMS. PLEASE REVER TO THE ACTUAL POLICY FOR DETAIL. 
  

											
	COVERAGE	  	COMPANY	  	POLICY NUMBER	  	LIMITS/DESCRIPTION	  	TERM	  	PREMIUM
						
	 continued
	  		  		  	Symbol I Any Automobile	  		  	$25,505.00
						
	Commercial Automobile	  	Zurich	  	CPO2779830-08	  	 Liability Each Accident $1,000,000
 Hired Liability $1,000,000
 Non-Owned Liability $1,000,000

Medical Payments $5,000
 Personal Injury
Protection $10,000
 Uninsured Motorists $1,000,000
 Underinsured Motorists $1,000,000
 Comprehensive Deductible $1,000

Collision Deductible $1,000
 Rental reimbursement
$50 per day for
 30 days, max $1,500 for Vehicles
 1,2,4,7,8,9,11,14,15,16, Employees as insured’s
 Vehicles Schedule:

1995 GMC Box Van #J8DB 4BIK
 187008593

1998 Chevrolet G250 #

IGCFG25M9W1063596
 2002 Ford F150 #
IFTRF
 17W32NB04395
 2005 Ford Explorer
#IFMZU
 62K25UA38385
 2005 Ford F250
#
 IFTNF20525EB82693
 2005 Ford
Explorer #
 IFMZU62K95UA57824
 2004 L
& I Service Trailer M500A #
 IL9CK07264F292324
 2006 Ford E350 #
 IFDSS34S36HA91965
 2006 Rolls Rite Trailer #
 IR9BF32206M356310

2001 Sterling Acterra #

2FZAAUCS91A198907
 2006 Lincoln Town Car
#
 ILNHM84W06Y631194
 2003 Ford
Excursion #
 IFMNU42S43EA92135
 2000
Ford F150 #
 IFTRF17W4YNA68628
 2007
Mitsubishi #
 JL6CCEIS07K001429
	  	04/01/08-04/01/09	  	
						
	Worker’s Compensation	  	 The Hartford
	  	21WNMS8200	  	 MASTER FEIN59-2389435 Pre-funded

Deductible Program $250K deductible
 w.1 step
up
 Employer’s Liability Each Accident — $1,000,000
 Disease Policy Limit — $1,000,000
 Disease Each Employee —
$1,000,000
	  	04-01-08-09	  	 $515,484.00
 Premium excluding
Pre-Fund










			
	THIS IS A BRIEF DESCRIPTION OF PROTECTION AVAILABLE OBVIOUSLY, THE STATEMENTS OF INSURANCE ARE SUBJECT TO CERTAIN EXCLUSIONS AND CONDITIONS ONTAINED IN THE POLICY FORMS. PLEASE
REVER TO THE ACTUAL POLICY FOR DETAIL.	  	3

  

											
	 COVERAGE
	 	COMPANY	 	POLICY
NUMBER	 	 LIMITS/DESCRIPTION
	 	TERM	 	PREMIUM
	Worker’s Compensation
Continued	 	The Hartford	 	21WNMS8200	 	 Terrorism Included
 60 Day
Prior Notice of Cancellation
 NCCI ID#917470456
	 	04/01/08 -
04/01/09	 	 
	Worker’s Compensation
Continued	 	The Hartford	 	21WBRMS8201	 	 Paid Loss Retrospective Rating Plan Wisconsin
Employer’s Liability Each
Accident — $1,000,000
 Disease Policy Limit — $1,000,000

Disease Each Employee — $1,000,000
 Intrastate Experience Modification 1.12
 Terrorism Included
	 	04/01/08 -
04/01/09	 	$5.958.00








 Leased Real Property 

See Attached 
 All Chico’s
branded stores are leased by Chico’s FAS, Inc. 
 All White House | Black Market branded stores are leased by White House | Black
Market, Inc. 
 All Soma Intimates and Soma branded stores are leased by Soma Intimates, LLC 

Schedule 5.1 (x)-1 








													
	 	  	 	  	Location	  	Address	  	City	  	ST	  	ZIP
	 CALLCTR1
	  	OFFICE	  	Bridge Plaza —Call Center	  	12901 McGregor Blvd, Unit 1A	  	Fort Myers	  	FL	  	33919
	 NEW YORK
	  	APT	  	New York Apartment	  	150 East 57th Street	  	New York	  	NY	  	10022
	 SAT002
	  	OFFICE	  	New York Marketing Office	  	158 West 27th Street —8th Floor	  	New York	  	NY	  	10001
	 SAT005
	  	OFFICE	  	Atlanta Satellite Office	  	Two Ravinia Dr, Ste 950	  	Atlanta	  	GA	  	30346
	 SAT006
	  	OFFICE	  	Expo at Brantley	  	1901 Brantley Rd, Units 1,2 & 3	  	Fort Myers	  	FL	  	33907
	 SAT007
	  	OFFICE	  	Expo at Brantley	  	1901 Brantley Rd, Units 4-10	  	Fort Myers	  	FL	  	33907
	 SAT008
	  	OFFICE	  	Solana Beach Satellite Office	  	140 Lomas Santa Fe Dr, #203	  	Solana Beach	  	CA	  	92075
	 SAT009
	  	OFFICE	  	Metro/Plantation Warehouse	  	6321 Metro Plantation Road	  	Fort Myers	  	FL	  	33966
	 SAT010
	  	OFFICE	  	New York Marketing Office	  	158 West 27th Street —6th Floor	  	New York	  	NY	  	10166
		  	  
	  		  		  		  		  	
		  	9	  		  		  		  		  	
		  	  
	  		  		  		  		  	

 All locations leased by Chico’s Fas, Inc. except CALLCTR1, SAT006, SAT007, AND SAT009 which are leased by
Chico’s Retail Services, Inc. 
  

					
	 Schedule 5.1 (x)-1
	  	 	Page 1	  









																	
	 Brand
	  	Store #	 	  	Location	  	Company Store Name	  	Address	  	City	  	ST	  	ZIP
	 Chico’s
	  	 	2	  	  	Periwinkle Place	  	Periwinkle/Sanibel FL0002	  	2075 Periwinkle Way, Ste 4	  	Sanibel	  	FL	  	33957
	 Chico’s
	  	 	5	  	  	Miromar Outlets	  	MiromarOutl/Estero FL0005	  	10801 Corkscrew Rd, Ste 336	  	Estero	  	FL	  	33928
	 Chico’s
	  	 	6	  	  	24 Coligny Plaza Shopping Center	  	Coligny/HiltonHead SC0006	  	#1 North Forest Bch	  	Hilton Head Island	  	SC	  	29928
	 Chico’s
	  	 	7	  	  	Guadalupe Station	  	Guadalupe/Santa Fe NM0007	  	328 Guadalupe St	  	Santa Fe	  	NM	  	87501
	 Chico’s
	  	 	8	  	  	The Rivercenter	  	Rivercenter/SanAnt TX0008	  	849 E Commerce St, Unit 527	  	San Antonio	  	TX	  	78205
	 Chico’s
	  	 	9	  	  	Palm Ridge Plaza	  	Palm Ridge/Sanlbel FL0009	  	2330 and 2440 Palm Ridge, #4	  	Sanibel Island	  	FL	  	33957
	 Chico’s
	  	 	10	  	  	Plaza Mercado	  	PlzaMercdo/SantaFe NM0010	  	112 W San Francisco St, Ste 114	  	Santa Fe	  	NM	  	87501
	 Chico’s
	  	 	18	  	  	The Shops at Jax Brewery	  	Jax Brwry/New Or LA0018	  	600 Decatur St, Ste 101	  	New Orleans	  	LA	  	70130
	 Chico’s
	  	 	19	  	  	St Augustine Premium Outlets	  	StAugustine Outlet FL0019	  	2700 State Road 16, Ste 908	  	Saint Augustine	  	FL	  	32092
	 Chico’s
	  	 	22	  	  	Union Station	  	UnionSta/Washngton DC0022	  	50 Massachusetts Ave NE, Box 3, Ste 227	  	Washington	  	DC	  	20002
	 Chico’s
	  	 	24	  	  	The Mall at Green Hills	  	GreenHills/Nshvlle TN0024	  	2132 Green Hills Village Dr, Ste 300	  	Nashville	  	TN	  	37215
	 Chico’s
	  	 	26	  	  	Boca Center	  	Boca Ctr/BocaRaton FL0026	  	5250 Town Center Dr, Ste 137	  	Boca Raton	  	FL	  	33486
	 Chico’s
	  	 	27	  	  	992 Farmington Avenue	  	FarmingtonAv/WHart CT0027	  	992 Farmington Ave	  	West Hartford	  	CT	  	06107
	 Chico’s
	  	 	28	  	  	Wheaton Town Square	  	Wheaton Town Sq IL0028	  	241 Town Square	  	Wheaton	  	IL	  	60187
	 Chico’s
	  	 	29	  	  	130 Thames Street	  	Thames St/Newport RI0029	  	130 Thames Street	  	Newport	  	RI	  	02840
	 Chico’s
	  	 	30	  	  	Harbour Bay Plaza	  	Harbour Bay/Stuart FL0030	  	3730 SE Ocean Blvd	  	Stuart	  	FL	  	34996
	 Chico’s
	  	 	33	  	  	Burlington Town Center	  	Burlington TownCtr VT0033	  	49 Church St, Ste 1052	  	Burlington	  	VT	  	05401
	 Chico’s
	  	 	35	  	  	Cascades at Isleworth	  	Cscd@lslwth/Orlndo FL0035	  	4848 S Apopka Vineland Rd, Ste 210	  	Orlando	  	FL	  	32819
	 Chico’s
	  	 	37	  	  	The Gardens Mall	  	Palm Beach Gardens FL0037	  	3101 PGA Blvd, Ste A-123	  	Palm Beach Gardens	  	FL	  	33410
	 Chico’s
	  	 	38	  	  	Pacific Place	  	PacficPlce/Seattle WA0038	  	600 Pine St, Ste 304	  	Seattle	  	WA	  	98101
	 Chico’s
	  	 	39	  	  	Water Tower Place	  	WaterTower/Chicago IL0039	  	835 N Michigan Ave, Ste 301	  	Chicago	  	IL	  	60611
	 Chico’s
	  	 	42	  	  	The Shops at Somerset Square	  	Somerset/Glastnbry CT0042	  	140 Glastonbury Blvd, Ste 158	  	Glastonbury	  	CT	  	06033
	 Chico’s
	  	 	44	  	  	Galleria of Mt. Lebanon	  	Galleria/Pittsburg PA0044	  	1500 Washington Rd, Ste 1503/1506	  	Pittsburgh	  	PA	  	15228
	 Chico’s
	  	 	46	  	  	South Park Mall	  	Southpark/Charltte NC0046	  	4400 Sharon Rd, Rm N07	  	Charlotte	  	NC	  	28211
	 Chico’s
	  	 	49	  	  	Riverwalk Marketplace	  	Riverwalk/New Orl LA0049	  	1 Poydras St, Spc 56	  	New Orleans	  	LA	  	70130
	 Chico’s
	  	 	51	  	  	Vacaville Premium Outlets	  	FactrySts/Vacville CA0051	  	131 Nut Tree Rd, Bldg 6 Spc 61	  	Vacaville	  	CA	  	95687
	 Chico’s
	  	 	52	  	  	Burlington Mall	  	Burlington Mall MA0052	  	75 Middlesex Turnpike	  	Burlington	  	MA	  	01803
	 Chico’s
	  	 	55	  	  	Bellevue Square	  	Bellevue Square WA0055	  	2016 Bellevue Sq	  	Bellevue	  	WA	  	98004
	 Chico’s
	  	 	57	  	  	The Mall at Chestnut Hill	  	Mall@Chestnut Hill MA0057	  	199 Boylston St	  	Chestnut Hill	  	MA	  	02467
	 Chico’s
	  	 	58	  	  	Grand Boulevard at San Destin	  	Grand Blvd/Destin FL0058	  	495 Grand Blvd, Ste 105	  	San Destin	  	FL	  	32550
	 Chico’s
	  	 	60	  	  	The Shops at Saddle Creek	  	SaddleCr/Germntown TN0060	  	7615 W Farmington Blvd, Sp. 3	  	Germantown	  	TN	  	38138
	 Chico’s
	  	 	61	  	  	One Pacific Place	  	PacificPlace/Omaha NE0061	  	10371 Pacific St	  	Omaha	  	NE	  	68114
	 Chico’s
	  	 	62	  	  	The Arboretum	  	Arboretum/Austin TX0062	  	10000 Research Blvd, Ste 111A	  	Austin	  	TX	  	78759
	 Chico’s
	  	 	64	  	  	River Oaks Center	  	River Oaks/Houston TX0064	  	2008 W Gray St	  	Houston	  	TX	  	77019
	 Chico’s
	  	 	65	  	  	The Pavilion on Lovers Lane	  	Lovers Lane/Dallas TX0065	  	5600 W Lovers Ln, Ste 147	  	Dallas	  	TX	  	75209
	 Chico’s
	  	 	66	  	  	The Borgata	  	Borgata/Scottsdale AZ0066	  	6166 N Scottsdale Rd, Ste 402	  	Scottsdale	  	AZ	  	85253
	 Chico’s
	  	 	67	  	  	The Shops on El Paseo	  	EIPaseo/PalmDesert CA0067	  	73100 El Paseo Dr, Ste 4	  	Palm Desert	  	CA	  	92260
	 Chico’s
	  	 	69	  	  	Prime Outlets at Pleasant Prairie	  	Pleasant Prairie O WI0069	  	11211 120th Ave, Ste 30	  	Pleasant Prairie	  	WI	  	53158
	 Chico’s
	  	 	70	  	  	The Village on Venetian Bay	  	VenetianVlg/Naples FL0070	  	4320 Gulfshore Blvd N, #214,Bldg4320	  	Naples	  	FL	  	34103
	 Chico’s
	  	 	71	  	  	Duval Street	  	Duval St/Key West FL0071	  	400B Duval St	  	Key West	  	FL	  	33040
	 Chico’s
	  	 	72	  	  	The Galleria at Fort Lauderdale	  	Gallria/FtLaudrdle FL0072	  	2382 E Sunrise Blvd, Spc 2017	  	Fort Lauderdale	  	FL	  	33304
	 Chico’s
	  	 	73	  	  	The Shops at Bell Tower	  	BellTower/Ft Myers FL0073	  	13499 US 41 SE, Spc 175-177	  	Fort Myers	  	FL	  	33907
	 Chico’s
	  	 	74	  	  	The Boardwalk Shopping Center	  	Boardwlk/WBloomfld MI0074	  	6885 Orchard Lake Rd	  	West Bloomfield	  	MI	  	48322
	 Chico’s
	  	 	75	  	  	The Shops on Lane Avenue	  	LaneAve/UArlington OH0075	  	1655 W Lane Ave	  	Upper Arlington	  	OH	  	43221
	 Chico’s
	  	 	76	  	  	Aventura Mall	  	Aventura M/Miami FL0076	  	19501 Biscayne Blvd, Ste 17	  	Miami	  	FL	  	33180
	 Chico’s
	  	 	77	  	  	Cherry Creek North	  	CherryCreek/Denver CO0077	  	2829 E 3rd Ave	  	Denver	  	CO	  	80206
	 Chico’s
	  	 	78	  	  	1401 Mount Diablo Boulevard	  	MtDiablo/Walnut Cr CA0078	  	1401 Mount Diablo Blvd	  	Walnut Creek	  	CA	  	94596
	 Chico’s
	  	 	79	  	  	Del Mar Plaza	  	Del Mar Plaza CA0079	  	1555 Camino Del Mar, Unit 314	  	Del Mar	  	CA	  	92014
	 Chico’s
	  	 	80	  	  	John Ringling Boulevard	  	StArmands/Sarasota FL0080	  	443-445 John Ringling Blvd	  	Sarasota	  	FL	  	34236
	 Chico’s
	  	 	81	  	  	Mizner Park	  	MiznerPrk/BcaRaton FL0081	  	336 N Plaza Real	  	Boca Raton	  	FL	  	33432
	 Chico’s
	  	 	84	  	  	1314-1316 Montana Avenue	  	MontanaAv/Snt Mnca CA0084	  	1314-1316 Montana Ave, Spc 106, 107 &108	  	Santa Monica	  	CA	  	90403
	 Chico’s
	  	 	85	  	  	Pearl Street Mall	  	Pearl St M/Boulder CO0085	  	1215 Pearl St	  	Boulder	  	CO	  	80302
	 Chico’s
	  	 	86	  	  	Encino Place	  	Encino Place CA0086	  	16101 Ventura Blvd, Unit 140	  	Encino	  	CA	  	91436
	 Chico’s
	  	 	87	  	  	Waterside Shops at Pelican Bay	  	Waterside/Naples FL0087	  	5435 Tamiaml Trail N, Ste 404	  	Naples	  	FL	  	34108
	 Chico’s
	  	 	88	  	  	Beachwood Place	  	Beachwood Place OH0088	  	26300 Cedar Rd, Ste 185	  	Beachwood	  	OH	  	44122
	 Chico’s
	  	 	91	  	  	Stonestown Galleria	  	Stonestwn/SnFrnsco CA0091	  	3251 20th Ave, Ste 172	  	San Francisco	  	CA	  	94132
	 Chico’s
	  	 	93	  	  	Girard Ave	  	Girard Ave/LaJolla CA0093	  	7855 Girard Ave	  	La Jolla	  	CA	  	92037
	 Chico’s
	  	 	96	  	  	Westfield MainPlace	  	Mainplace/SantaAna CA0096	  	2800 N Main St, Ste 196A	  	Santa Ana	  	CA	  	92705
	 Chico’s
	  	 	97	  	  	Country Club Plaza	  	CoClPlz/KansasCity MO0097	  	602 W 48th St	  	Kansas City	  	MO	  	64112
	 Chico’s
	  	 	98	  	  	Phipps Plaza	  	Phipps Plz/Atlanta GA0098	  	3500 Peachtree Rd NE, Ste A22	  	Atlanta	  	GA	  	30326
	 Chico’s
	  	 	99	  	  	Paseo Nuevo	  	PaseoNuevo/SBarbra CA0099	  	703 Paseo Nuevo	  	Santa Barbara	  	CA	  	93101
	 Chico’s
	  	 	101	  	  	The Fashion Show	  	FashnShwM/LasVegas NV0101	  	3200 Las Vegas Blvd S, Ste 1180	  	Las Vegas	  	NV	  	89109
	 Chico’s
	  	 	102	  	  	Westfield San Francisco Centre	  	San Francisco SC CA0102	  	845 Market St, Ste 337	  	San Francisco	  	CA	  	94103
	 Chico’s
	  	 	103	  	  	The Shops at Georgetown Park	  	MStreet/Georgetown DC0103	  	3103 M Street NW	  	Washington	  	DC	  	20007
	 Chico’s
	  	 	104	  	  	Westfield UTC	  	Univ TC/San Diego CA0104	  	4545 La Jolla Village Dr, Ste C-5	  	San Diego	  	CA	  	92122
	 Chico’s
	  	 	105	  	  	Stony Brook Village Center	  	StonyBrook Village NY0105	  	139 Main St	  	Stony Brook	  	NY	  	11790
	 Chico’s
	  	 	106	  	  	Palmer Square	  	PalmerSq/Princeton NJ0106	  	45 Hulfish St	  	Princeton	  	NJ	  	08542
	 Chico’s
	  	 	107	  	  	Garden City Shopping Center	  	GardenCity/Cranstn RI0107	  	64 Hillside Rd	  	Cranston	  	RI	  	02920
	 Chico’s
	  	 	108	  	  	The Mall in Columbia	  	Mall in Columbia MD0108	  	10300 Little Patuxent Pkwy	  	Columbia	  	MD	  	21044
	 Chico’s
	  	 	109	  	  	Kenwood Towne Center	  	KenwoodTC/Cncinnti OH0109	  	7875 Montgomery Rd, Sp. U-315	  	Cincinnati	  	OH	  	45236
	 Chico’s
	  	 	110	  	  	Paramus Park	  	Paramus Park NJ0110	  	1073-B Paramus Park Mall	  	Paramus	  	NJ	  	07652
	 Chico’s
	  	 	111	  	  	Northbrook Court	  	Northbrook Court IL0111	  	2184 Northbrook Ct	  	Northbrook	  	IL	  	60062
	 Chico’s
	  	 	112	  	  	Barracks Road Shopping Center	  	BrracksRd/Chrlttsv VA0112	  	1123 Emmet St, Spc 23	  	Charlottesville	  	VA	  	22903
	 Chico’s
	  	 	113	  	  	The Shops at Riverside	  	RiversideM/Hcknsck NJ0113	  	91 Riverside Sq	  	Hackensack	  	NJ	  	07601
	 Chico’s
	  	 	114	  	  	Prudential Tower	  	PrudentlCtr/Boston MA0114	  	800 Boylston St, Unit 125	  	Boston	  	MA	  	02199
	 Chico’s
	  	 	115	  	  	The Grove at Shrewsbury	  	Grove/Shrewsbury NJ0115	  	577 Route 35, Unit N16	  	Shrewsbury	  	NJ	  	07702
	 Chico’s
	  	 	117	  	  	Baybrook Mall	  	Baybrook M/Houston TX0117	  	500 Baybrook Mall, Ste 1110	  	Friendswood	  	TX	  	77546
	 Chico’s
	  	 	118	  	  	Tanger Outlet Center	  	RivieraOutlt/FoleyAL0118	  	2601 S McKenzie St, Ste 468	  	Foley	  	AL	  	36535
	 Chico’s
	  	 	119	  	  	Westfield Old Orchard	  	Old Orchard/Skokie IL0119	  	26 Old Orchard Center	  	Skokie	  	IL	  	60077
	 Chico’s
	  	 	120	  	  	Saint Louis Galleria	  	St. Louis Galleria MO0120	  	1417 Saint Louis Galleria	  	Saint Louis	  	MO	  	63117

  

					
	Schedule 5.1 (x)-1	  	Chico’s	  	Page 2









																	
	 Brand
	  	Store #	 	  	Location	 	Company Store Name	  	Address	 	City	  	ST	  	ZIP
	 Chico’s
	  	 	123	  	  	West Town Mall	 	WstTownM/Knoxville TN0123	  	7600 Kingston Pike, Ste 1538A	 	Knoxville	  	TN	  	37919
	 Chico’s
	  	 	124	  	  	Crabtree Corner	 	CrbtreeCrnr/Jckson WY0124	  	86 East Broadway	 	Jackson	  	WY	  	83001
	 Chico’s
	  	 	125	  	  	Natick Collection	 	Natick Mall MA0125	  	1245 Worcester St, Ste 1140	 	Natick	  	MA	  	01760
	 Chico’s
	  	 	126	  	  	Stuyvesant Plaza	 	StyvesntPlz/Albany NY0126	  	1475 Western Ave, Ste 18C	 	Albany	  	NY	  	12203
	 Chico’s
	  	 	128	  	  	Woodfield Mall	 	WoodfieldM/Schambg IL0128	  	L-326 Woodfield Shopping Center	 	Schaumburg	  	IL	  	60173
	 Chico’s
	  	 	129	  	  	The Westchester	 	Wstchstr/WhitePlns NY0129	  	125 Westchester Ave, Ste 3250	 	White Plains	  	NY	  	10601
	 Chico’s
	  	 	130	  	  	Westfield Brandon	 	Brandon Town Centr FL0130	  	415 Brandon Town Center	 	Brandon	  	FL	  	33511
	 Chico’s
	  	 	131	  	  	Mall St. Matthews	 	MStMthws/Louisvlle KY0131	  	5000 Shelbyville Rd, Ste 1100	 	Louisville	  	KY	  	40207
	 Chico’s
	  	 	132	  	  	The Shops at Charleston Place	 	Shops @ Charleston SC0132	  	203 Meeting St, B-114	 	Charleston	  	SC	  	29401
	 Chico’s
	  	 	133	  	  	The Mall at Short Hills	 	Mall@Short Hills NJ0133	  	1200 Morris Tpk, Ste B-125	 	Short Hills	  	NJ	  	07078
	 Chico’s
	  	 	134	  	  	30 Market Space	 	MrktSpce/Annapolis MD0134	  	30 Market Space	 	Annapolis	  	MD	  	21401
	 Chico’s
	  	 	135	  	  	Town Center Plaza	 	TownCtrPlz/Leawood KS0135	  	5032 W 119th St	 	Leawood	  	KS	  	66209
	 Chico’s
	  	 	136	  	  	Village Arcade Shopping Center	 	VllgeArcade/Houstn TX0136	  	2531 Amherst St	 	Houston	  	TX	  	77005
	 Chico’s
	  	 	137	  	  	Suburban Square	 	SuburbanSq/Ardmore PA0137	  	6 Coulter Ave	 	Ardmore	  	PA	  	19003
	 Chico’s
	  	 	138	  	  	The Falls Shopping Center	 	Miami Falls SC FL0138	  	8888 SW 136th St, Ste 275	 	Miami	  	FL	  	33176
	 Chico’s
	  	 	139	  	  	Worthington Square Mall	 	Worthington Mall OH0139	  	#122 Worthington Mall	 	Worthington	  	OH	  	43085
	 Chico’s
	  	 	140	  	  	Somerset Collection North	 	Somerset Coll/Troy MI0140	  	2800 W Blg Beaver Rd, Ste M-136	 	Troy	  	MI	  	48084
	 Chico’s
	  	 	141	  	  	Reston Town Center	 	Reston Town Center VA0141	  	11910 Market St	 	Reston	  	VA	  	20190
	 Chico’s
	  	 	145	  	  	The Court at King of Prussia	 	Crt@KingofPrussia PA0145	  	690 W Dekalb Pike, Ste 1030	 	King of Prussia	  	PA	  	19406
	 Chico’s
	  	 	146	  	  	The Shoppes at Farmington Valley	 	Sh@FrmgtnVl/Canton CT0146	  	110 Albany Turnpike, Ste 617	 	Canton	  	CT	  	06019
	 Chico’s
	  	 	147	  	  	Crabtree Valley Mall	 	CrbtreeVly/Raleigh NC0147	  	4325 Glenwood Ave, 212 C & D	 	Raleigh	  	NC	  	27612
	 Chico’s
	  	 	148	  	  	The Colonnade on 5th	 	Colonade5th/Naples FL0148	  	600 Fifth Ave, Ste 100	 	Naples	  	FL	  	34102
	 Chico’s
	  	 	149	  	  	Forest Avenue	 	ForestAv/LagunaBch CA0149	  	210 Forest Ave, Ste B	 	Laguna Beach	  	CA	  	92651
	 Chico’s
	  	 	150	  	  	The Mall at Shelter Cove	 	SheltrCove/Hltn Hd SC0150	  	24 Shelter Cove Lane, Unit D-11	 	Hilton Head Island	  	SC	  	29928
	 Chico’s
	  	 	151	  	  	Alamo Quarry Market	 	AlamoQ/SanAntonio TX0151	  	255 E Basse Rd, Ste 814	 	San Antonio	  	TX	  	78209
	 Chico’s
	  	 	152	  	  	Pointe Orlando	 	The Points/Orlando FL0152	  	9101 International Dr, Ste 1172	 	Orlando	  	FL	  	32819
	 Chico’s
	  	 	153	  	  	112 W Colorado Blvd	 	ColordoBlv/Pasdena CA0153	  	112 W Colorado Blvd	 	Pasadena	  	CA	  	91105
	 Chico’s
	  	 	154	  	  	The Summit Birmingham	 	Summit/Birmingham AL0154	  	139 Summit Blvd	 	Birmingham	  	AL	  	35243
	 Chico’s
	  	 	156	  	  	Lincoln Road Shopping Center	 	Lincoln Rd/Miami FL0156	  	714 Lincoln Rd	 	Miami Beach	  	FL	  	33139
	 Chico’s
	  	 	158	  	  	Westfield Southgate	 	SthgatePlz/Sarsota FL0158	  	3501 S Tamiami Tr, Store 1026	 	Sarasota	  	FL	  	34239
	 Chico’s
	  	 	161	  	  	Uptown Shopping Center	 	Uptown SC/Portland OR0161	  	2405 W Burnside St	 	Portland	  	OR	  	97210
	 Chico’s
	  	 	162	  	  	Redmond Town Center	 	Redmond Town Ctr WA0162	  	16532 NE 74th St	 	Redmond	  	WA	  	98052
	 Chico’s
	  	 	163	  	  	Woodbury Common	 	Woodbury Common NY0163	  	8285 Jericho Turnpike, Ste 11	 	Woodbury	  	NY	  	11797
	 Chico’s
	  	 	164	  	  	The Gateway	 	Gateway/SaltLkCty UT0164	  	11 N Rio Grande St	 	Salt Lake City	  	UT	  	84101
	 Chico’s
	  	 	165	  	  	8 Jobs Lane	 	JobsLn/Southampton NY0165	  	8 Jobs Lane	 	Southampton	  	NY	  	11968
	 Chico’s
	  	 	166	  	  	Potomac Village Shopping Center	 	Potomac Village SC MD0166	  	10121 River Rd	 	Potomac	  	MD	  	20854
	 Chico’s
	  	 	167	  	  	76 Elm Street	 	Elm St/Westfield NJ0167	  	76 Elm St	 	Westfield	  	NJ	  	07090
	 Chico’s
	  	 	168	  	  	Perimeter Mall	 	PerimeterM/Atlanta GA0168	  	4400 Ashford Dunwoody Rd NE, Ste 3030	 	Atlanta	  	GA	  	30346
	 Chico’s
	  	 	169	  	  	28 West Main Street	 	Main Street/Mystic CT0169	  	28 W Main St	 	Mystic	  	CT	  	06355
	 Chico’s
	  	 	170	  	  	University Mall	 	UniversityMll/Orem UT0170	  	559 E University Pkwy	 	Orem	  	UT	  	84097
	 Chico’s
	  	 	171	  	  	Huebner Oaks Center	 	HuebnerOaks/SanAnt TX0171	  	11745 W Interstate Hwy 10, Ste 523	 	San Antonio	  	TX	  	78230
	 Chico’s
	  	 	172	  	  	The Shops at Sunset Place	 	Sunset Place/Miami FL0172	  	5701 Sunset Dr, Unit 223	 	Miami	  	FL	  	33143
	 Chico’s
	  	 	173	  	  	The Pavilions	 	Pavilions/Scrmento CA0173	  	514 Pavilions Ln	 	Sacramento	  	CA	  	95825
	 Chico’s
	  	 	174	  	  	Market Fair	 	MarketFair/Princtn NJ0174	  	3535 US Route 1, Spc 304	 	Princeton	  	NJ	  	08540
	 Chico’s
	  	 	176	  	  	Stoneridge Shopping Center	 	Stonerdge/Pleasntn CA0176	  	2631 Stoneridge Mall Rd	 	Pleasanton	  	CA	  	94588
	 Chico’s
	  	 	177	  	  	404 Main Street	 	Main St/Ridgefield CT0177	  	404 Main St	 	Ridgefield	  	CT	  	06877
	 Chico’s
	  	 	178	  	  	Westfield Valencia Town Center	 	Valencia Town Ctr CA0178	  	24250 Town Center Dr, Unit 170	 	Valencia	  	CA	  	91355
	 Chico’s
	  	 	179	  	  	Sonoma Court Shops	 	Sonoma Court Shops CA0179	  	29 E Napa St	 	Sonoma	  	CA	  	95476
	 Chico’s
	  	 	180	  	  	Fig Garden Village	 	FigGardnVlg/Fresno CA0180	  	768 W Shaw Ave, Ste 109	 	Fresno	  	CA	  	93704
	 Chico’s
	  	 	181	  	  	Champions Forest Plaza	 	ChampnsFrst/Houstn TX0181	  	5448 FM 1960 West	 	Houston	  	TX	  	77069
	 Chico’s
	  	 	182	  	  	The Promenade at Bonita Bay	 	Prmnade/Bonita Spg FL0182	  	26811 S Bay Dr, Unit C-3	 	Bonita Springs	  	FL	  	34134
	 Chico’s
	  	 	183	  	  	802 King Street	 	King St/Alexandria VA0183	  	800 King Street	 	Alexandria	  	VA	  	22314
	 Chico’s
	  	 	184	  	  	Southlake Town Square	 	Southlake Town Sq TX0184	  	300 Grand Ave E	 	Southlake	  	TX	  	76092
	 Chico’s
	  	 	185	  	  	MacArthur Center	 	McArthurCtr/Norflk VA0185	  	300 Monticello Ave, Ste 216	 	Norfolk	  	VA	  	23510
	 Chico’s
	  	 	186	  	  	Easton Town Center	 	EastonTC/Columbus OH0186	  	4085 The Strand W, Ste 414	 	Columbus	  	OH	  	43219
	 Chico’s
	  	 	187	  	  	Westfield Citrus Park	 	Citrus Pk TC/Tampa FL0187	  	8048 Citrus Park TC	 	Tampa	  	FL	  	33625
	 Chico’s
	  	 	189	  	  	Clybourn Galleria	 	Clybrn Gall/Chicago IL0189	  	1851 N Clybourn Ave	 	Chicago	  	IL	  	60614
	 Chico’s
	  	 	190	  	  	131 W Jefferson Ave, #111	 	Jffrsn Av/Naprvlle lL0190	  	131 West Jefferson Avenue, #111	 	Naperville	  	IL	  	60540
	 Chico’s
	  	 	191	  	  	Old Town Center	 	OldTwnCtr/LosGatos CA0191	  	50 University Ave, Ste D200	 	Los Gatos	  	CA	  	95030
	 Chico’s
	  	 	192	  	  	198 Westwood Avenue	 	Westwood Avenue NJ0192	  	198 Westwood Ave	 	Westwood	  	NJ	  	07675
	 Chico’s
	  	 	193	  	  	The Avenue East Cobb	 	East Cobb/Marietta GA0193	  	4475 Roswell Rd, Ste 1500	 	Marietta	  	GA	  	30062
	 Chico’s
	  	 	194	  	  	The Village Shopping Center	 	VllgeSC/Mandeville LA0194	  	2881 Hwy 190, Ste D1	 	Mandeville	  	LA	  	70471
	 Chico’s
	  	 	195	  	  	Bayshore Town Center	 	BayshorTC/Glendale WI0195	  	5735 N Centerpark Way	 	Glendale	  	WI	  	53217
	 Chico’s
	  	 	196	  	  	Birch Street Promenade	 	Birch St Prom/Brea CA0196	  	110 W Birch St, Unit B-6	 	Brea	  	CA	  	92821
	 Chico’s
	  	 	197	  	  	The Palladium at City Place	 	City Plc/WPalm Bch FL0197	  	701 S Rosemary Ave, Ste 131	 	West Palm Beach	  	FL	  	33401
	 Chico’s
	  	 	198	  	  	Marlton Square	 	Marlton Square NJ0198	  	300 State Route 73, Unit 9	 	Marlton	  	NJ	  	08053
	 Chico’s
	  	 	199	  	  	Shops at Highland Park	 	HighlandPrk/Dallas TX0199	  	4250 Oak Lawn	 	Dallas	  	TX	  	75219
	 Chico’s
	  	 	200	  	  	Highland Village	 	HghlndVlge/Houston TX0200	  	4042 & 4048 Westheimer	 	Houston	  	TX	  	77027
	 Chico’s
	  	 	201	  	  	Shops at Mission Viejo	 	Shops@MissionViejo CA0201	  	127 The Shops at Mission Viejo	 	Mission Viejo	  	CA	  	92691
	 Chico’s
	  	 	202	  	  	Barefoot Landing	 	BareftLndg/NMyrtle SC0202	  	4812 Hwy 17 S	 	North Myrtle Beach	  	SC	  	29582
	 Chico’s
	  	 	203	  	  	Town & Country Village	 	T&CVillage/Houston TX0203	  	12850 Memorial Dr, Unit 426	 	Houston	  	TX	  	77024
	 Chico’s
	  	 	204	  	  	Preston Park Village	 	PrestnPkVlge/Plano TX0204	  	1900 Preston Rd, Ste 160	 	Plano	  	TX	  	75093
	 Chico’s
	  	 	205	  	  	University Park Village	 	UnivPrkVlg/FtWorth TX0205	  	1604 S University Dr, Ste 510	 	Fort Worth	  	TX	  	76107
	 Chico’s
	  	 	206	  	  	Corona Del Mar Plaza	 	CrnaDelMar/NwptBch CA0206	  	956 Avocado Ave	 	Newport Beach	  	CA	  	92660
	 Chico’s
	  	 	207	  	  	River Park Square	 	RiverPrkSq/Spokane WA0207	  	808 W Main Ave, Sp 101	 	Spokane	  	WA	  	99201
	 Chico’s
	  	 	208	  	  	La Fiesta Square	 	LaFiestaSq/Lafytte CA0208	  	3537 Mt. Diablo Blvd	 	Lafayette	  	CA	  	94549
	 Chico’s
	  	 	209	  	  	Mount Pleasant Towne Centre	 	Mt Pleasant T Ctr SC0209	  	1732 Towne Centre Way	 	Mount Pleasant	  	SC	  	29464
	 Chico’s
	  	 	210	  	  	142 West Maple Avenue	 	MapleAv/Birmingham MI0210	  	142 W Maple Ave	 	Birmingham	  	MI	  	48009
	 Chico’s
	  	 	211	  	  	Casa Paloma	 	CasaPaloma/Chandlr AZ0211	  	7131 W Ray Rd, Ste 34	 	Chandler	  	AZ	  	85226
	 Chico’s
	  	 	212	  	  	2006 East 21st Street	 	East 21st St/Tulsa OK0212	  	2006 East 21st Street	 	Tulsa	  	OK	  	74114

  

					
	Schedule 5.1 (x)-1	  	Chico’s	  	Page 3









																			
	 Brand
	  	Store #	 	  	Location	  	Company Store Name	  	Address	 	City	  	ST	  	ZIP	 
	 Chico’s
	  	 	213	  	  	Tyson’s Galleria	  	Tysons Gall/McLean VA0213	  	1717 M International Dr	 	McLean	  	VA	  	 	22102	  
	 Chico’s
	  	 	214	  	  	Peachtree Battle Promenade	  	PchtreBttle/Atlnta GA0214	  	2385 Peachtree Rd, Ste A1CD	 	Atlanta	  	GA	  	 	30305	  
	 Chico’s
	  	 	215	  	  	McLean Center	  	McLean Center VA0215	  	6823 Redmond Dr, Unit B-5	 	McLean	  	VA	  	 	22101	  
	 Chico’s
	  	 	216	  	  	The Avenue of the Peninsula	  	PalosVerdes/RllngH CA0216	  	550 Deep Valley Dr, 177	 	Rolling Hills Estates	  	CA	  	 	90274	  
	 Chico’s
	  	 	217	  	  	833 East Las Olas Boulevard	  	LasOlasBI/Ft Laud FL0217	  	833 East Las Olas Blvd	 	Fort Lauderdale	  	FL	  	 	33301	  
	 Chico’s
	  	 	218	  	  	Plaza Mercado	  	PlzMrcdo/PalmSprgs CA0218	  	155 S Palm Canyon Dr, Unit B-4	 	Palm Springs	  	CA	  	 	92262	  
	 Chico’s
	  	 	219	  	  	Florida Mall	  	Florida M/Orlando FL0219	  	8001 S Orange Blossom Trl, Rm 1264	 	Orlando	  	FL	  	 	32809	  
	 Chico’s
	  	 	220	  	  	RiverTown Crossings	  	RvrtwnCr/Grandvlle MI0220	  	3700 River Town Pkwy, Ste 1148	 	Grandville	  	MI	  	 	49418	  
	 Chico’s
	  	 	221	  	  	Three Avenues	  	3 Avenues/Vero Bch FL0221	  	2055-2059 Indian River Blvd, Ste 102,104	 	Vero Beach	  	FL	  	 	32960	  
	 Chico’s
	  	 	222	  	  	StoneCrest at Piper Glen	  	PiperGlenSC/Chrlte NC0222	  	7808 Rea Rd, Ste B	 	Charlotte	  	NC	  	 	28277	  
	 Chico’s
	  	 	223	  	  	Kingsgate Center	  	KingsgateCtr/Lbbck TX0223	  	8201 Quaker Ave, Unit 122	 	Lubbock	  	TX	  	 	79424	  
	 Chico’s
	  	 	224	  	  	Pacific View	  	PacificView/Ventura CA0224	  	3301-1343 East Main Street	 	Ventura	  	CA	  	 	93003	  
	 Chico’s
	  	 	225	  	  	Kierland Commons	  	KierlandC/Scttsdle AZ0225	  	15211 N Kierland Blvd, Ste 100	 	Scottsdale	  	AZ	  	 	85254	  
	 Chico’s
	  	 	226	  	  	The Shops at Friendly Center	  	FrndlyCtr/Grnsboro NC0226	  	3326 W Friendly Ave, Ste 106	 	Greensboro	  	NC	  	 	27410	  
	 Chico’s
	  	 	228	  	  	Renaissance Place	  	RnaissnceP/Highlnd IL0228	  	1849 Green Bay Rd, Ste 120	 	Highland Park	  	IL	  	 	60035	  
	 Chico’s
	  	 	229	  	  	Brook 35 Plaza	  	Brk35 Plz/Sea Girt NJ0229	  	2150 Hwy 35, Sp.E-19	 	Sea Girt	  	NJ	  	 	08750	  
	 Chico’s
	  	 	230	  	  	14 North Main Street	  	MainSt/Chagrn Flls OH0230	  	14 North Main St	 	Chagrin Falls	  	OH	  	 	44022	  
	 Chico’s
	  	 	231	  	  	Countryside Mall	  	CntrysdeM/Clearwtr FL0231	  	27001 US Hwy 19 N, Ste 2054	 	Clearwater	  	FL	  	 	33761	  
	 Chico’s
	  	 	232	  	  	524 N Lamar Blvd, Ste 101	  	Lamar@6th/Austin TX0232	  	524 N Lamar Blvd, Ste 101	 	Austin	  	TX	  	 	78703	  
	 Chico’s
	  	 	234	  	  	Central Park Place	  	CentrlPrkPl/Okemos MI0234	  	5100 Marsh Rd, Ste E-2	 	Okemos	  	MI	  	 	48864	  
	 Chico’s
	  	 	235	  	  	Miracle Mile Shops @ Planet Hollyw	  	MrclMlPlntHllywd/LasVegas NV0	  	3663 Las Vegas Blvd S, Ste B009	 	Las Vegas	  	NV	  	 	89109	  
	 Chico’s
	  	 	236	  	  	Lincoln Square	  	LincolnSq/Arlngtn TX0236	  	586 Lincoln Sq	 	Arlington	  	TX	  	 	76011	  
	 Chico’s
	  	 	237	  	  	The Avenues Mall	  	AvenuesM/Jacksnvle FL0237	  	10300 Southside Blvd, Rm 1470	 	Jacksonville	  	FL	  	 	32256	  
	 Chico’s
	  	 	238	  	  	Spring Creek Plaza	  	SpringCrPlz/Edmond OK0238	  	1 460 S Bryant Ave	 	Edmond	  	OK	  	 	73034	  
	 Chico’s
	  	 	239	  	  	Acadiana Mall	  	AcadianaM/Lafyette LA0239	  	5725 Johnston St, Sp F-223	 	Lafayette	  	LA	  	 	70503	  
	 Chico’s
	  	 	240	  	  	Sawgrass Village	  	SawgrasVlg/PnteVdr FL0240	  	1550 Sawgrass Village Dr, Unit C-6	 	Ponte Vedra Beach	  	FL	  	 	32082	  
	 Chico’s
	  	 	241	  	  	5534 Walnut Street	  	WalnutSt/Pittsburg PA0241	  	5534 Walnut St	 	Pittsburgh	  	PA	  	 	15232	  
	 Chico’s
	  	 	242	  	  	Rookwood Commons	  	RookwoodC/Norwood OH0242	  	2679 Edmondson Rd	 	Norwood	  	OH	  	 	45209	  
	 Chico’s
	  	 	243	  	  	Riverchase Galleria	  	RivrchsGall/Hoover AL0243	  	2000 Riverchase Galleria. Sp 103	 	Hoover	  	AL	  	 	35244	  
	 Chico’s
	  	 	244	  	  	North Park Mall	  	NorthParkM/Ridglnd MS0244	  	1200 E County Line Rd, Ste 111	 	Ridgeland	  	MS	  	 	39157	  
	 Chico’s
	  	 	245	  	  	The Village at Corte Madera	  	Villge@CorteMadera CA0245	  	1506 Redwood Hwy	 	Corte Madera	  	CA	  	 	94925	  
	 Chico’s
	  	 	246	  	  	78 Middle Neck Road	  	MiddlNkRd/GreatNeck NY0246	  	78 Middle Neck Rd	 	Great Neck	  	NY	  	 	11021	  
	 Chico’s
	  	 	247	  	  	North East Mall	  	NorthEast M/Hurst TX0247	  	1101 Melbourne Rd, Ste 3078	 	Hurst	  	TX	  	 	76053	  
	 Chico’s
	  	 	248	  	  	WestShore Plaza	  	WestshorePlz/Tampa FL0248	  	280 WestShore Plaza	 	Tampa	  	FL	  	 	33609	  
	 Chico’s
	  	 	249	  	  	181 East Ridgewood Avenue	  	Ridgewood Avenue NJ0249	  	181 East Ridgewood Ave	 	Ridgewood	  	NJ	  	 	07450	  
	 Chico’s
	  	 	250	  	  	Festival at Woodholme Shopping
Ce	  	Festv@Woodh/Baltmr MD0250	  	1809 Reisterstown Rd, Ste 108	 	Baltimore	  	MD	  	 	21208	  
	 Chico’s
	  	 	251	  	  	Prairie Village Shops	  	PrairieVillageShps KS0251	  	3944-3950 W 69th Ter	 	Prairie Village	  	KS	  	 	66208	  
	 Chico’s
	  	 	253	  	  	Maine Mall	  	MaineM/So Portland ME0253	  	364 Maine Mall Rd	 	South Portland	  	ME	  	 	04106	  
	 Chico’s
	  	 	254	  	  	Village Shoppes	  	VillgShppes/Canton MA0254	  	95 Washington St	 	Canton	  	MA	  	 	02021	  
	 Chico’s
	  	 	255	  	  	The Village at Cambridge
Crossing	  	CambrdgXng/MtLaurl NJ0255	  	4190 Dearborn Cir, Unit 114	 	Mount Laurel	  	NJ	  	 	08054	  
	 Chico’s
	  	 	256	  	  	St Johns Town Center	  	StJohnsTC/Jacksnvl FL0256	  	4791 River City Dr, Ste 137	 	Jacksonville	  	FL	  	 	32246	  
	 Chico’s
	  	 	257	  	  	Deer Park Town Center	  	Deer Park Town Ctr IL0257	  	20530 N Rand Rd, Ste 332	 	Deer Park	  	IL	  	 	60010	  
	 Chico’s
	  	 	258	  	  	Town Center at Boca Raton	  	TownCtr@Boca Raton FL0258	  	6000 Glades Rd, Ste C1340	 	Boca Raton	  	FL	  	 	33431	  
	 Chico’s
	  	 	259	  	  	The Shoppes at Brinton Lake	  	BrintonLk/Cncrdvle PA0259	  	935 Baltimore Pike	 	Glen Mills	  	PA	  	 	19342	  
	 Chico’s
	  	 	260	  	  	39 South Moger Avenue	  	Moger Ave/Mt Kisco NY0260	  	39 South Moger Ave	 	Mount Kisco	  	NY	  	 	10549	  
	 Chico’s
	  	 	261	  	  	Commons at Calabasas	  	Commons@Calabasas CA0261	  	4719 Commons Way	 	Calabasas	  	CA	  	 	91302	  
	 Chico’s
	  	 	262	  	  	Foothill Village	  	FthillVlg/SaltLake UT0262	  	1340 Foothill Dr, Unit N1	 	Salt Lake City	  	UT	  	 	84108	  
	 Chico’s
	  	 	263	  	  	Lansdowne Shops	  	LansdowneSh/Lxngtn KY0263	  	3371 Tates Creek Pike, Unit 6-A	 	Lexington	  	KY	  	 	40502	  
	 Chico’s
	  	 	264	  	  	Pittsford Square	  	PittsfordSq/Rchstr NY0264	  	3240 Monroe Ave, Ste 200	 	Rochester	  	NY	  	 	14618	  
	 Chico’s
	  	 	265	  	  	South Coast Plaza	  	SoCstPlz/CostaMesa CA0265	  	3333 Bear St, Sp 201	 	Costa Mesa	  	CA	  	 	92626	  
	 Chico’s
	  	 	266	  	  	396 University Avenue	  	Univ Ave/Palo Alto CA0266	  	396 University Ave	 	Palo Alto	  	CA	  	 	94301	  
	 Chico’s
	  	 	267	  	  	6780 East Genesee Street	  	GeneseeSt/Syracuse NY0267	  	6780 East Genesee St	 	Fayetteville	  	NY	  	 	13066	  
	 Chico’s
	  	 	268	  	  	Pioneer Place	  	PioneerPl/Portland OR0268	  	700 SW Fifth Ave, Unit 1220	 	Portland	  	OR	  	 	97204	  
	 Chico’s
	  	 	269	  	  	Thoroughbred Village Shopping Cen	  	ThbredVllge/Frnkln TN0269	  	535 Cool Springs Blvd, Ste 115	 	Franklin	  	TN	  	 	37067	  
	 Chico’s
	  	 	270	  	  	BayWalk Shopping Center	  	Baywlk/StPetersbrg FL0270	  	103 Second Ave N, Sp 132	 	Saint Petersburg	  	FL	  	 	33701	  
	 Chico’s
	  	 	272	  	  	Cameron Village Shopping Center	  	Camron Vlg/Raleigh NC0272	  	440 Daniels Str, Ste 1-04	 	Raleigh	  	NC	  	 	27605	  
	 Chico’s
	  	 	273	  	  	Prime Oùtlets at Ellenton	  	PrimeOutl@Ellenton FL0273	  	5303 Factory Shops Blvd, Ste 500	 	Ellenton	  	FL	  	 	34222	  
	 Chico’s
	  	 	275	  	  	Pentagon Row	  	PentagnRow/Arlngtn DC0275	  	1101 S Joyce St, Ste B-14	 	Arlington	  	VA	  	 	22202	  
	 Chico’s
	  	 	276	  	  	31 South Main Street	  	Main St/Doylestown PA0276	  	31 S Main St	 	Doylestown	  	PA	  	 	18901	  
	 Chico’s
	  	 	277	  	  	Longmeadow Shops	  	Longmeadow Shops MA0277	  	690 Bliss Road, Unit 1	 	Longmeadow	  	MA	  	 	01106	  
	 Chico’s
	  	 	278	  	  	5151 Main Street, Unit 3	  	MainSt/Wlliamsvlle NY0278	  	5151 Main Street, Unit 3	 	Williamsville	  	NY	  	 	14221	  
	 Chico’s
	  	 	279	  	  	The Avenue Peachtree City	  	Ave Peachtree City GA0279	  	248 City Cir	 	Peachtree City	  	GA	  	 	30269	  
	 Chico’s
	  	 	280	  	  	16910 Kercheval Street	  	KerchvlSt/GrossePt MI0280	  	16910 Kercheval St	 	Grosse Pointe	  	MI	  	 	48230	  
	 Chico’s
	  	 	281	  	  	Fairfield Center	  	Fairfield Center CT0281	  	1499 Post Rd	 	Fairfield	  	CT	  	 	06430	  
	 Chico’s
	  	 	282	  	  	Shops at Old Mill	  	OldMillDistrt/Bend OR0282	  	325 SW Powerhouse Dr, Ste 120	 	Bend	  	OR	  	 	97702	  
	 Chico’s
	  	 	283	  	  	Brookhaven Village	  	BrookhavenV/Norman OK0283	  	3720 W Robinson, Ste 126	 	Norman	  	OK	  	 	73072	  
	 Chico’s
	  	 	284	  	  	Chenal Creek Shopping Center	  	ChenalCr/Lttle Rck AR0284	  	12800 Chenal Pkwy, Unit 1	 	Little Rock	  	AR	  	 	72211	  
	 Chico’s
	  	 	285	  	  	Mayfair Mall	  	MayfairM/Wauwatosa WI0285	  	2500 N Mayfair Rd, Ste 212A	 	Wauwatosa	  	WI	  	 	53226	  
	 Chico’s
	  	 	286	  	  	The Shops at Sumner Place	  	ShpsSumner/Bethsda MD0286	  	4611 Sangamore Rd, #P	 	Bethesda	  	MD	  	 	20816	  
	 Chico’s
	  	 	287	  	  	Cumberland Mall	  	CumberlandM/Atlanta GA0287	  	1634 Cumberland Mall SE	 	Atlanta	  	GA	  	 	30339	  
	 Chico’s
	  	 	288	  	  	River Road II	  	River Rd/Richmond VA0288	  	5027 Huguenot Rd	 	Richmond	  	VA	  	 	23226	  
	 Chico’s
	  	 	289	  	  	1056 N Highland Ave	  	HighlndAve/Atlanta GA0289	  	1056 N Highland Ave	 	Atlanta	  	GA	  	 	30306	  
	 Chico’s
	  	 	290	  	  	Montgomery Village Shopping
Cente	  	MntgmryV/SantaRosa CA0290	  	713 Village Ct	 	Santa Rosa	  	CA	  	 	95405	  
	 Chico’s
	  	 	291	  	  	Bay Street	  	Bay St/Emeryville CA0291	  	5663 Bay St	 	Emeryville	  	CA	  	 	94608	  
	 Chico’s
	  	 	292	  	  	Stonebriar Centre	  	StnbriarCtr/Frisco TX0292	  	2601 Preston Rd, Ste 1082	 	Frisco	  	TX	  	 	75034	  
	 Chico’s
	  	 	293	  	  	56-58 Central Street	  	CentralSt/Wellesly MA0293	  	56-58 Central St	 	Wellesley	  	MA	  	 	02482	  
	 Chico’s
	  	 	294	  	  	Grapevine Mills	  	Grapevine Mills TX0294	  	3000 Grapevine Mills Pkwy, Sp 202	 	Grapevine	  	TX	  	 	76051	  
	 Chico’s
	  	 	295	  	  	Preston Royal Shopping Center	  	PrestnRoyal/Dallas TX0295	  	5959 Royal Ln, Ste 537	 	Dallas	  	TX	  	 	75230	  
	 Chico’s
	  	 	296	  	  	Belmont Square	  	BelmontSq/Long Bch CA0296	  	4725 E Second St, Ste E	 	Long Beach	  	CA	  	 	90803	  
	 Chico’s
	  	 	297	  	  	Tice’s Corner Marketplace	  	TicesCnr/WdcliffLk NJ0297	  	437 Chestnut Ridge Rd	 	Woodcliff Lake	  	NJ	  	 	07677	  

  

					
	Schedule 5.1 (x)-1	  	Chico’s	  	Page 4









																			
	 Brand
	  	Store #	 	  	Location	  	Company Store Name	  	Address	 	City	  	ST	  	ZIP	 
	 Chico’s
	  	 	298	  	  	The Forum on Peachtree Parkway	  	ForumPchtr/Norcrss GA0298	  	5151 Peachtree Pkwy, Ste 720	 	Norcross	  	GA	  	 	30092	  
	 Chico’s
	  	 	299	  	  	Jefferson Pointe Shopping Center	  	JeffrsonPt/FtWayne IN0299	  	4120 W Jefferson Blvd, Ste H-1	 	Fort Wayne	  	IN	  	 	46804	  
	 Chico’s
	  	 	300	  	  	Mall of Louisiana	  	M ofLa/Baton Rouge LA0300	  	6401 Bluebonnet Blvd, 202	 	Baton Rouge	  	LA	  	 	70836	  
	 Chico’s
	  	 	301	  	  	Birkdale Village	  	BirkdleV/Hntersvle NC0301	  	16846 Birkdale Commons Pkwy, Ste B	 	Huntersville	  	NC	  	 	28078	  
	 Chico’s
	  	 	302	  	  	The Woodlands Mall	  	Woodlands Mall TX0302	  	1201 Lake Woodlands Dr, Ste 1044	 	The Woodlands	  	TX	  	 	77380	  
	 Chico’s
	  	 	303	  	  	Lake View Village	  	LakeVw/Lake Oswego OR0303	  	385 First St, Ste 119	 	Lake Oswego	  	OR	  	 	97034	  
	 Chico’s
	  	 	304	  	  	Lakeside Shopping Center	  	LakesdeSC/Metairie LA0304	  	3301 Veterans Memorial Blvd, Sp 107	 	Metaierie	  	LA	  	 	70002	  
	 Chico’s
	  	 	305	  	  	Laurel Village	  	LaurelV/Sn Frncsco CA0305	  	3505 California St	 	San Francisco	  	CA	  	 	94118	  
	 Chico’s
	  	 	306	  	  	Woodway Village	  	WoodwyVlg/Houston TX0306	  	6530 Woodway Dr	 	Houston	  	TX	  	 	77057	  
	 Chico’s
	  	 	307	  	  	Barton Creek Square	  	BartonCrkSq/Austin TX0307	  	2901 S Capitol of Texas Hwy, Ste B06	 	Austin	  	TX	  	 	78746	  
	 Chico’s
	  	 	308	  	  	University Village	  	UnivVillge/Seattle WA0308	  	2643 Village Ln	 	Seattle	  	WA	  	 	98105	  
	 Chico’s
	  	 	309	  	  	Casas Adobes	  	CasasAdobes/Tucson AZ0309	  	7003 N Oracle Rd, Sp C	 	Tucson	  	AZ	  	 	85704	  
	 Chico’s
	  	 	310	  	  	Talbots Citadel Drive Center	  	CitadalDrCtr/Mdlnd TX0310	  	2300 W Loop 250 N, Ste 110	 	Midland	  	TX	  	 	79705	  
	 Chico’s
	  	 	312	  	  	Laurel Park Place	  	LaurelPkPl/Livonia MI0312	  	37638 West 6 Mile Rd	 	Livonia	  	MI	  	 	48152	  
	 Chico’s
	  	 	313	  	  	Mashpee Commons	  	Mashpee Commons MA0313	  	8 Market St	 	Mashpee	  	MA	  	 	02649	  
	 Chico’s
	  	 	314	  	  	Mohegan Sun Casino	  	MohegnSun/Uncasvle CT0314	  	1 Mohegan Sun Blvd, Ste 108	 	Uncasville	  	CT	  	 	06382	  
	 Chico’s
	  	 	315	  	  	The Summit Scottsdale	  	Summit/Scottsdale AZ0315	  	32421 N Scottsdale Rd, Ste A	 	Scottsdale	  	AZ	  	 	85262	  
	 Chico’s
	  	 	316	  	  	Marco Walk	  	MarcoWalk/Marco Is FL0316	  	599 S Collier Blvd, Ste 311	 	Marco Island	  	FL	  	 	34145	  
	 Chico’s
	  	 	317	  	  	Del Monte Center	  	DelMonteCtr/Montry CA0317	  	460 Del Monte Center, Bldgs 4-39 & 4-40	 	Monterey	  	CA	  	 	93940	  
	 Chico’s
	  	 	318	  	  	The Mall at Wellington Green	  	Mall@Wellingtn Grn FL0318	  	10300 W Forest Hill Blvd, #258	 	Wellington	  	FL	  	 	33414	  
	 Chico’s
	  	 	319	  	  	Chandler Fashion Center	  	ChandlerFashionCtr AZ0319	  	3111 W Chandler Blvd, Ste 1180	 	Chandler	  	AZ	  	 	85226	  
	 Chico’s
	  	 	320	  	  	Potomac Mills	  	PotomcMills/Wdbrdg VA0320	  	2700 Potomac Mills Cir, Ste 960	 	Woodbridge	  	VA	  	 	22192	  
	 Chico’s
	  	 	321	  	  	Gresham Station	  	Gresham Station OR0321	  	605 NW 12th St	 	Gresham	  	OR	  	 	97030	  
	 Chico’s
	  	 	322	  	  	61 Main Street	  	Main St/Westport CT0322	  	61 Main St	 	Westport	  	CT	  	 	06880	  
	 Chico’s
	  	 	323	  	  	The Market Common	  	MrktComn/Arlington VA0323	  	2700 Clarendon Blvd, Ste R-300	 	Arlington	  	VA	  	 	22201	  
	 Chico’s
	  	 	324	  	  	Geneva Commons	  	Geneva Commons IL0324	  	326 Commons Dr	 	Geneva	  	IL	  	 	60134	  
	 Chico’s
	  	 	325	  	  	Aspen Grove	  	AspenGrove/Littltn CO0325	  	7301 S Santa Fe Dr, Ste 526	 	Littleton	  	CO	  	 	80120	  
	 Chico’s
	  	 	326	  	  	Leesburg Corner Premium Outlets	  	LeesburgCornerOutl VA0326	  	241 Ft Evans Rd NE, Ste 1101	 	Leesburg	  	VA	  	 	20176	  
	 Chico’s
	  	 	327	  	  	Briarwood Mall	  	BriarwoodM/AnnArbr MI0327	  	402 Briarwood Cir	 	Ann Arbor	  	MI	  	 	48108	  
	 Chico’s
	  	 	328	  	  	Woodland Shopping Center	  	WdlndSC/Grand Rpds MI0328	  	3155 28th St SE, Ste G108	 	Grand Rapids	  	MI	  	 	49512	  
	 Chico’s
	  	 	329	  	  	Twelve Oaks Mall	  	12 Oaks Mall/Novi MI0329	  	27226 Novl Rd, Spc A119	 	Novi	  	MI	  	 	48377	  
	 Chico’s
	  	 	330	  	  	North Georgia Premium Outlets	  	N GA PrmOut/Dwsnvl GA0330	  	800 Hwy 400 S, Ste 250	 	Dawsonville	  	GA	  	 	30534	  
	 Chico’s
	  	 	331	  	  	The Promenade at Westlake	  	Prmde@Wstlk/ThOaks CA0331	  	4050 E Thousand Oaks Blvd, Ste C	 	Thousand Oaks	  	CA	  	 	91362	  
	 Chico’s
	  	 	332	  	  	Harbour Center	  	AnnapolisHarborCtr MD0332	  	2488 Solomons Island Rd, G-7	 	Annapolis	  	MD	  	 	21401	  
	 Chico’s
	  	 	333	  	  	Lamar Park Center	  	LamarPk/Corpus Chr TX0333	  	3844 S Alameda St, Sp 18	 	Corpus Christi	  	TX	  	 	78411	  
	 Chico’s
	  	 	334	  	  	Oakbrook Center	  	Oakbrook Center IL0334	  	452 Oakbrook Center	 	Oak Brook	  	IL	  	 	60523	  
	 Chico’s
	  	 	335	  	  	SouthPointe Pavilions Shopping Cen	  	S’point Pav/Lincin NE0335	  	2940 Pine Lake Rd, Ste L	 	Lincoln	  	NE	  	 	68516	  
	 Chico’s
	  	 	336	  	  	Shops at Amelia Island Plantation	  	Shops@Amelia Islnd FL0336	  	93 Amelia Village Cir	 	Amelia Island	  	FL	  	 	32034	  
	 Chico’s
	  	 	337	  	  	Oak Park Mall	  	OakPrkM/OverlandPk KS0337	  	11453 W 95th St	 	Overland Park	  	KS	  	 	66214	  
	 Chico’s
	  	 	338	  	  	Harvard Square	  	Harvard Sq/Brookfld WI0338	  	18000 W Bluemound Rd, Ste S	 	Brookfield	  	WI	  	 	53045	  
	 Chico’s
	  	 	340	  	  	Plaza Del Mar	  	PlzDelMar/Manalapn FL0340	  	266 S Ocean Blvd	 	Manalapan	  	FL	  	 	33462	  
	 Chico’s
	  	 	341	  	  	Penn Square Mall	  	PennSqM/OklaCity OK0341	  	1901 NW Expressway, Ste 1034	 	Oklahoma City	  	OK	  	 	73118	  
	 Chico’s
	  	 	343	  	  	Biltmore Fashion Park	  	Biltmre Fash/Phoenix AZ0343	  	2502 E Camelback Rd, Ste 183	 	Phoenix	  	AZ	  	 	85016	  
	 Chico’s
	  	 	344	  	  	The Streets at Southpoint	  	Sts@S’point/Durham NC0344	  	6910 Fayetteville Rd, Ste 159	 	Durham	  	NC	  	 	27713	  
	 Chico’s
	  	 	345	  	  	The Grove at Farmers Market	  	Grove@Frm/LosAngls CA0345	  	189 The Grove Dr, Ste F-90	 	Los Angeles	  	CA	  	 	90036	  
	 Chico’s
	  	 	346	  	  	Fashion Valley	  	FashVlly/San Diego CA0346	  	7007 Friars Rd, Ste 300	 	San Diego	  	CA	  	 	92108	  
	 Chico’s
	  	 	347	  	  	Cherry Hill Mall	  	Cherry Hill Mall NJ0347	  	2000 Rte 38 W, Ste 1125	 	Cherry Hill	  	NJ	  	 	08002	  
	 Chico’s
	  	 	348	  	  	The Oakwood Centre	  	Far HillsAv/Dayton OH0348	  	2500 Far Hills Ave	 	Dayton	  	OH	  	 	45419	  
	 Chico’s
	  	 	349	  	  	Dogwood Festival Market	  	DogwoodFest/Jacksn MS0349	  	112 Dogwood Blvd	 	Flowood	  	MS	  	 	39232	  
	 Chico’s
	  	 	350	  	  	Village of Rochester Hills	  	VlgofRochesterHlls MI0350	  	328 N Adams Rd	 	Rochester Hills	  	MI	  	 	48309	  
	 Chico’s
	  	 	351	  	  	377 Santana Row	  	SantanaRow/Sn Jose CA0351	  	377 Santana Row, Ste 1030	 	San Jose	  	CA	  	 	95128	  
	 Chico’s
	  	 	352	  	  	Park Meadows	  	PrkMeadows/Littletn CO0352	  	8505 Park Meadows Center Dr, Ste 123	 	Littleton	  	CO	  	 	80124	  
	 Chico’s
	  	 	353	  	  	8532 Germantown Avenue	  	GrmntnAv/Philadelp PA0353	  	8532 Germantown Ave	 	Philadelphia	  	PA	  	 	19118	  
	 Chico’s
	  	 	354	  	  	Arizona Mills	  	ArizonaMills/Tempe AZ0354	  	5000 Arizona Mills Cir, Sp 380	 	Tempe	  	AZ	  	 	85282	  
	 Chico’s
	  	 	355	  	  	Gilroy Premium Outlets	  	Gilroy PremOutlets CA0355	  	8555 San Ysidro Ave, Ste 60	 	Gilroy	  	CA	  	 	95020	  
	 Chico’s
	  	 	356	  	  	Wrentham Village Premium Outlets	  	Wrentham VlgPrmOut MA0356	  	1 Premium Outlets Blvd, 485	 	Wrentham	  	MA	  	 	02093	  
	 Chico’s
	  	 	357	  	  	Powder Mill Square	  	PwdrMillSq/Grnvlle DE0357	  	3846 Kennett Pike	 	Greenville	  	DE	  	 	19807	  
	 Chico’s
	  	 	359	  	  	Woodland Hills Mall	  	WoodlndHills/Tulsa OK0359	  	7021 S Memorial Dr, Ste 225B	 	Tulsa	  	OK	  	 	74133	  
	 Chico’s
	  	 	360	  	  	Rampart Commons	  	RampartC/Las Vegas NV0360	  	1019 S Rampart Blvd	 	Las Vegas	  	NV	  	 	89145	  
	 Chico’s
	  	 	361	  	  	Paoli Shopping Center	  	Paoli Shopping Ctr PA0361	  	20 Paoli I Shopping Center	 	Paoli	  	PA	  	 	19301	  
	 Chico’s
	  	 	362	  	  	428 Railroad Avenue	  	Railrd Av/Danville CA0362	  	428 Rail road Ave	 	Danville	  	CA	  	 	94526	  
	 Chico’s
	  	 	363	  	  	Tanger Factory Outlet Center	  	TangerOutlt/Rivrhd NY0363	  	1947 Old Country Rd, #1010	 	Riverhead	  	NY	  	 	11901	  
	 Chico’s
	  	 	364	  	  	Colorado Mills	  	ColrdoMills/Lakewd CO0364	  	14500 W Colfax Ave, Ste 166	 	Lakewood	  	CO	  	 	80401	  
	 Chico’s
	  	 	365	  	  	Southbury Green Shopping Center	  	Southbury Green SC CT0365	  	775 Main St S	 	Southbury	  	CT	  	 	06488	  
	 Chico’s
	  	 	366	  	  	River Forest Town Center	  	River Forest Tn Ctr IL0366	  	7337 Lake St	 	River Forest	  	IL	  	 	60305	  
	 Chico’s
	  	 	367	  	  	Boonsboro Shopping Center	  	BnsboroSC/Lynchbrg VA0367	  	4925 Boonsboro Rd	 	Lynchburg	  	VA	  	 	24503	  
	 Chico’s
	  	 	368	  	  	Seventh Street Shoppes	  	7thStShps/GrdnCity NY0368	  	179 Seventh St	 	Garden City	  	NY	  	 	11530	  
	 Chico’s
	  	 	369	  	  	The Heritage Courtyard at Oakway	  	HeritgeCtyd/Eugene OR0369	  	40 Oakway Center	 	Eugene	  	OR	  	 	97401	  
	 Chico’s
	  	 	370	  	  	Manhattan Village Shopping Center	  	MnhttnVlg/ManhnBch CA0370	  	3200 N Sepulveda Blvd, Ste A-6	 	Manhattan Beach	  	CA	  	 	90266	  
	 Chico’s
	  	 	371	  	  	La Promenade Distinctive Shoppes	  	LaPromenade/VaBch VA0371	  	1860 Laskin Rd, 115A & 116	 	Virginia Beach	  	VA	  	 	23454	  
	 Chico’s
	  	 	372	  	  	Waterside Marina	  	MrinaWtrs/MrinaDR CA0372	  	4718-A Admiralty Way	 	Marina del Rey	  	CA	  	 	90292	  
	 Chico’s
	  	 	373	  	  	Triangle Town Center	  	TriangleTC/Raleigh NC0373	  	5959 Triangle Town Blvd	 	Raleigh	  	NC	  	 	27616	  
	 Chico’s
	  	 	374	  	  	Northshore Mall	  	NorthShreM/Peabody MA0374	  	210 Andover St, Spc E188	 	Peabody	  	MA	  	 	01960	  
	 Chico’s
	  	 	375	  	  	Mall at Solomon Pond	  	M@SolomnPond/Marlb MA0375	  	601 Donald Lynch Blvd, N111	 	Marlborough	  	MA	  	 	01752	  
	 Chico’s
	  	 	376	  	  	Cape Cod Mall	  	CapeCod M/Hyannis MA0376	  	793 lyannough Rd, Spc 145	 	Hyannis	  	MA	  	 	02601	  
	 Chico’s
	  	 	377	  	  	1310 Third Avenue	  	75th&3rd/Manhattan NY0377	  	1310 Third Avenue	 	New York	  	NY	  	 	10021	  
	 Chico’s
	  	 	378	  	  	Destin Commons	  	Destin Commons FL0378	  	4367 Legendary Dr, D102	 	Destin	  	FL	  	 	32541	  
	 Chico’s
	  	 	379	  	  	Augusta Mall	  	Augusta Mall GA0379	  	3450 Wrightboro Rd, Ste A230	 	Augusta	  	GA	  	 	30909	  
	 Chico’s
	  	 	380	  	  	The Village of Cross Keys	  	VlgCrossKeys/Bltmr MD0380	  	10 Village Sq	 	Baltimore	  	MD	  	 	21210	  
	 Chico’s
	  	 	381	  	  	Plaza Royale	  	PlzRoyale/Gainsvle FL0381	  	3842 Newberry Rd, Ste 1D	 	Gainesville	  	FL	  	 	32607	  

  

					
	 Schedule 5.1 (x)-1
	  	Chico’s	  	Page 5









																			
	 Brand
	  	Store #	 	  	Location	  	Company Store Name	  	Address	 	City	  	ST	  	ZIP	 
	 Chico’s
	  	 	382	  	  	Village of Merrick Park	  	MerrickPk/CriGbles FL0382	  	350 San Lorenzo Ave, Ste 2110	 	Coral Gables	  	FL	  	 	33146	  
	 Chico’s
	  	 	383	  	  	Ventura Boulevard	  	VntraBlv/StudioCty CA0383	  	12122 Ventura Blvd	 	Studio City	  	CA	  	 	91604	  
	 Chico’s
	  	 	384	  	  	Westfield West County	  	WCountyCt/DesPeres MO0384	  	14 West County Center, #1046	 	Des Peres	  	MO	  	 	63131	  
	 Chico’s
	  	 	385	  	  	Bridgewater Commons	  	Bridgewater Cmns NJ0385	  	400 Commons Way, Ste 103	 	Bridgewater	  	NJ	  	 	08807	  
	 Chico’s
	  	 	386	  	  	Parkway Place	  	ParkwyPlc/Huntsvle AL0386	  	2801 Memorial Pkwy SW, Space 189	 	Huntsville	  	AL	  	 	35801	  
	 Chico’s
	  	 	387	  	  	North Point Village	  	NrthPtVlg/Alphrtta GA0387	  	7300 N Point Pkwy, Ste 115	 	Alpharetta	  	GA	  	 	30022	  
	 Chico’s
	  	 	388	  	  	The Trails Shopping Center	  	TrailsSC/OrmondBch FL0388	  	258 N Nova Rd	 	Ormond Beach	  	FL	  	 	32174	  
	 Chico’s
	  	 	389	  	  	Lynndale Shoppes	  	LynndleShps/Grnvle NC0389	  	511 Red Banks Rd, Ste D	 	Greenville	  	NC	  	 	27858	  
	 Chico’s
	  	 	390	  	  	Congressional Plaza	  	CngrsslPlz/Rckvlle MD0390	  	1603 Rockville Pike, Ste 30A	 	Rockville	  	MD	  	 	20852	  
	 Chico’s
	  	 	391	  	  	The Crossing at Smithfield	  	Crossing@Smithfield RI0391	  	371 Putnam Pike, Ste 310	 	Smithfield	  	RI	  	 	02917	  
	 Chico’s
	  	 	392	  	  	Sawgrass Mills Mall	  	SawgrassMls/Sunrise FL0392	  	12801 W Sunrise Blvd, #1031	 	Sunrise	  	FL	  	 	33323	  
	 Chico’s
	  	 	393	  	  	The Promenade Shops at Saucon	  	PromSh@Saucon Vally PA0393	  	2945 Center Valley Pkwy, Ste 309	 	Center Vally	  	PA	  	 	18034	  
	 Chico’s
	  	 	394	  	  	Crossroads Festival Shopping Center	  	CrossrdsFst/Tucson AZ0394	  	4811 E Grant Rd, #107	 	Tucson	  	AZ	  	 	85712	  
	 Chico’s
	  	 	395	  	  	104-106 S Washington St	  	WashgtnSt/Hinsdale IL0395	  	104-106 S Washington St	 	Hinsdale	  	IL	  	 	60521	  
	 Chico’s
	  	 	396	  	  	Augusta Commons	  	AugustaCmns/Grnvle SC0396	  	2222 Augusta St, Ste 2	 	Greenville	  	SC	  	 	29605	  
	 Chico’s
	  	 	397	  	  	Creekside Place	  	Crkside Pl/Salt Lake UT0397	  	4862 S Highland Dr	 	Salt Lake City	  	UT	  	 	84117	  
	 Chico’s
	  	 	398	  	  	5418 Wisconsin Avenue	  	WscnsnAve/ChevyChs MD0398	  	5418 Wisconsin Ave	 	Chevy Chase	  	MD	  	 	20815	  
	 Chico’s
	  	 	399	  	  	Laurelwood Shopping Center	  	LaurelwdSC/Memphis TN0399	  	428 S Grove Park Rd	 	Memphis	  	TN	  	 	38117	  
	 Chico’s
	  	 	400	  	  	La Canada Plaza	  	La Canada Plaza CA0400	  	707 Foothill Blvd, Ste 3	 	La Canada	  	CA	  	 	91011	  
	 Chico’s
	  	 	401	  	  	Biltmore Village	  	BiltmreVlg/Ashvlle NC0401	  	10 Brook St, Ste 100	 	Asheville	  	NC	  	 	28803	  
	 Chico’s
	  	 	402	  	  	The Shoppes at EastChase	  	EastChase/Montgmry AL0402	  	6878 Eastchase Pkwy	 	Montgomery	  	AL	  	 	36117	  
	 Chico’s
	  	 	403	  	  	Scottsdale Center	  	ScttsdleCtr/Rogers AR0403	  	263 N 46th St	 	Rogers	  	AR	  	 	72756	  
	 Chico’s
	  	 	404	  	  	Dulaney Plaza	  	Dulaney Plz/Towson MD0404	  	820 Dulaney Valley Rd	 	Towson	  	MD	  	 	21204	  
	 Chico’s
	  	 	405	  	  	Brookside Shops	  	BrooksideShps/Acton MA0405	  	145 Great Rd, Spc 4	 	Acton	  	MA	  	 	01720	  
	 Chico’s
	  	 	406	  	  	The Shoppes at Bradley Park	  	Bradley Pk/Colmbus GA0406	  	6401 Whitesville Rd, Ste 200	 	Columbus	  	GA	  	 	31904	  
	 Chico’s
	  	 	407	  	  	The Bay Terrace at Bayside	  	BayTerrace@Bayside NY0407	  	2360 Bell Blvd	 	Bayside	  	NY	  	 	11360	  
	 Chico’s
	  	 	408	  	  	City Place at The Promenade	  	CityPlce/Edgewater NJ0408	  	74 The Promenade	 	Edgewater	  	NJ	  	 	07020	  
	 Chico’s
	  	 	409	  	  	South Shore Plaza	  	SoShrPlz/Braintree MA0409	  	250 Granite St, #1051	 	Braintree	  	MA	  	 	02184	  
	 Chico’s
	  	 	410	  	  	Peddler’s Village	  	PddlersVlg/Lahaska PA0410	  	Peddler’s Village, Shop 72	 	Lahaska	  	PA	  	 	18931	  
	 Chico’s
	  	 	411	  	  	First Colony Mall	  	1stColonyM/Sgrland TX0411	  	16535 Southwest Freeway, Ste 2012	 	Sugar Land	  	TX	  	 	77479	  
	 Chico’s
	  	 	412	  	  	The Shoppes at Union Hill	  	Shps@UnionHl/Dnvle NJ0412	  	3056 State Rte 10 W, Ste O	 	Denville	  	NJ	  	 	07834	  
	 Chico’s
	  	 	413	  	  	The Summit Louisville	  	Summit/Louisville KY0413	  	4214 Summit Plaza Dr	 	Louisville	  	KY	  	 	40241	  
	 Chico’s
	  	 	414	  	  	Plaza del Lago	  	PlzDelLago/Wlmette IL0414	  	1515 Sheridan Rd	 	Wilmette	  	IL	  	 	60091	  
	 Chico’s
	  	 	415	  	  	Plaza Frontenac	  	PlzFrntnc/St Louis MO0415	  	74 Plaza Frontenac	 	Saint Louis	  	MO	  	 	63131	  
	 Chico’s
	  	 	416	  	  	Camarillo Premium Outlets	  	Camarillo Outlet CA0416	  	990 Camarillo Center Dr, #1022	 	Camarillo	  	CA	  	 	93010	  
	 Chico’s
	  	 	417	  	  	Fashion Place at Uptown Central Pa	  	FashPl/Fredricksbg VA0417	  	1460 Central Park Blvd, #112	 	Fredericksburg	  	VA	  	 	22401	  
	 Chico’s
	  	 	418	  	  	The Village at Arrowhead	  	Vlg@Arrowhd/Glndle AZ0418	  	20022 N 67th Ave, Ste 112	 	Glendale	  	AZ	  	 	85308	  
	 Chico’s
	  	 	419	  	  	The Gables	  	Gables/Springfield IL0419	  	2925 Plaza Dr	 	Springfield	  	IL	  	 	62704	  
	 Chico’s
	  	 	420	  	  	Woodbury Common Premium Outlet	  	WdbryOutl/CtrlVlly NY0420	  	111 Marigold Ct	 	Central Valley	  	NY	  	 	10917	  
	 Chico’s
	  	 	421	  	  	The Shoppes @ University Place	  	UnivPlOutl/Chrltte NC0421	  	9015-1 JM Keynes Dr	 	Charlotte	  	NC	  	 	28262	  
	 Chico’s
	  	 	422	  	  	The Shoppes at Grand Prairie	  	GrndPrairie/Peoria IL0422	  	5201 W War Memorial Dr, 430	 	Peoria	  	IL	  	 	61615	  
	 Chico’s
	  	 	423	  	  	Fox River Mall	  	FoxRiverM/Appleton WI0423	  	4301 W Wisconsin Ave, Ste 130	 	Appleton	  	WI	  	 	54913	  
	 Chico’s
	  	 	424	  	  	Franklin Terrace	  	FrnklnTer/JhnsnCty TN0424	  	3020 Franklin Terrace	 	Johnson City	  	TN	  	 	37604	  
	 Chico’s
	  	 	425	  	  	816 W Idaho St	  	West Idaho St/Boise ID0425	  	816 W Idaho St	 	Boise	  	ID	  	 	83702	  
	 Chico’s
	  	 	426	  	  	Las Vegas Premium Outlets	  	LasVegas Prem Outl NV0426	  	855 S Grand Central Pkwy, 1575	 	Las Vegas	  	NV	  	 	89106	  
	 Chico’s
	  	 	427	  	  	Belle Hollow Shopping Center	  	BelleHollow/Hickry NC0427	  	3006 N Center St	 	Hickory	  	NC	  	 	28601	  
	 Chico’s
	  	 	428	  	  	Merchants Square	  	MerchtsSq/Wllmsbrg VA0428	  	422 W Duke of Gloucester St	 	Williamsburg	  	VA	  	 	23185	  
	 Chico’s
	  	 	429	  	  	The Shops at Sea Island	  	Shps@Seals/StSimns GA0429	  	600 Sea Island Rd, Suite 26	 	Saint Simons Island	  	GA	  	 	31522	  
	 Chico’s
	  	 	430	  	  	The Forum at Soncy	  	Forum@Soncy/Amrilo TX0430	  	3350 S Soncy Rd, Ste 116	 	Amarillo	  	TX	  	 	79121	  
	 Chico’s
	  	 	431	  	  	Hillsdale Shopping Center	  	HillsdaleSC/SnMateo CA0431	  	269 Hillsdale Shopping Center	 	San Mateo	  	CA	  	 	94403	  
	 Chico’s
	  	 	432	  	  	Atlantic Plaza	  	Atl Plz/Delray Bch FL0432	  	777 E Atlantic Ave, Ste B1	 	Delray Beach	  	FL	  	 	33483	  
	 Chico’s
	  	 	433	  	  	The Marketplace	  	Mrktplce/Bakersfld CA0433	  	9000 Ming Ave, Ste 13	 	Bakersfield	  	CA	  	 	93311	  
	 Chico’s
	  	 	434	  	  	The Shops at Briargate	  	Briargate/Co Sprgs CO0434	  	1605 Briargate Pkwy, Ste 115	 	Colorado Springs	  	CO	  	 	80920	  
	 Chico’s
	  	 	435	  	  	Short Pump Town Center	  	ShortPump/Richmond VA0435	  	11800 W Broad St, Ste 2324	 	Richmond	  	VA	  	 	23233	  
	 Chico’s
	  	 	436	  	  	The Plaza at Foothills Mall	  	Plz@Fthls/FtCollns C000436	  	100 E Monroe Dr	 	Fort Collins	  	CO	  	 	80525	  
	 Chico’s
	  	 	437	  	  	Zona Rosa	  	ZonaRosa/KansasCty MO0437	  	8742 NW Prairie View Rd, Spc E115	 	Kansas City	  	MO	  	 	64153	  
	 Chico’s
	  	 	438	  	  	The Shops at Hamburg Village	  	HambrgVlg/Lexingtn KY0438	  	2308 Sir Barton Way, 140	 	Lexington	  	KY	  	 	40509	  
	 Chico’s
	  	 	439	  	  	The Avenue West Cobb	  	West Cobb/Marietta GA0439	  	3625 Dallas Hwy SW, Ste 620	 	Marietta	  	GA	  	 	30064	  
	 Chico’s
	  	 	440	  	  	North Towne Plaza Shopping Center	  	NoTwnPlz/Albuqrque NM0440	  	5901 Wyoming Blvd NE, Ste M	 	Albuquerque	  	NM	  	 	87109	  
	 Chico’s
	  	 	441	  	  	Westview Promenade	  	Wview Prom/Fredrck MD0441	  	5215 Buckeystown Pike	 	Frederick	  	MD	  	 	21704	  
	 Chico’s
	  	 	442	  	  	Greenway Station	  	GrnwaySt/Middleton WI0442	  	1651 Deming Way, Ste 102	 	Middleton	  	WI	  	 	53562	  
	 Chico’s
	  	 	443	  	  	The Shops at Clarkson Corner	  	ClrksnCnr/Chstrfld MO0443	  	1590 Clarkson Rd, Ste 106	 	Chesterfield	  	MO	  	 	63017	  
	 Chico’s
	  	 	444	  	  	The Shoppes at English Village	  	English Vlg/NWales PA0444	  	1460 Bethlehem Pike, 320	 	North Wales	  	PA	  	 	19454	  
	 Chico’s
	  	 	445	  	  	Kingwood Commons	  	Kingwood Commons TX0445	  	876 Kingwood Dr	 	Kingwood	  	TX	  	 	77339	  
	 Chico’s
	  	 	446	  	  	The Avenue	  	The Avenue/Monroe LA0446	  	1817 Avenue of America	 	Monroe	  	LA	  	 	71201	  
	 Chico’s
	  	 	447	  	  	Fairfax Corner	  	Fairfax Corner VA0447	  	4216 Fairfax Corner W Ave	 	Fairfax	  	VA	  	 	22030	  
	 Chico’s
	  	 	448	  	  	Rimrock Mall	  	Rimrock M/Billings MT0448	  	316 S 24th St W	 	Billings	  	MT	  	 	59102	  
	 Chico’s
	  	 	449	  	  	348 Main Street	  	Main St/Franklin TN0449	  	348 Main St	 	Franklin	  	TN	  	 	37064	  
	 Chico’s
	  	 	450	  	  	The Forum at Carlsbad	  	Forum at Carlsbad CA0450	  	1925 Calle Barcelona, Ste 161	 	Carlsbad	  	CA	  	 	92009	  
	 Chico’s
	  	 	451	  	  	Rehoboth Outlets Center 1	  	Rehoboth Outlets DE0451	  	35016 Midway Outlet Dr, Unit 324	 	Rehoboth Beach	  	DE	  	 	19971	  
	 Chico’s
	  	 	452	  	  	Colonial Promenade Beechwood	  	ColonialProm/Athns GA0452	  	196 Alps Rd, Ste 38	 	Athens	  	GA	  	 	30606	  
	 Chico’s
	  	 	453	  	  	Battlefield Mall	  	BattlfldM/Sprngfld MO0453	  	2825 S Glenstone Ave, Sp F17	 	Springfield	  	MO	  	 	65804	  
	 Chico’s
	  	 	454	  	  	Chelsea Square Shopping Center	  	ChelseaSq/Lancster PA0454	  	1645 Manheim Pike	 	Lancaster	  	PA	  	 	17601	  
	 Chico’s
	  	 	455	  	  	Eastgate Shopping Center	  	EastgteSC/ChplHill NC0455	  	1800 E Franklin St, Ste 5	 	Chapel Hill	  	NC	  	 	27514	  
	 Chico’s
	  	 	456	  	  	NorthPark Mall	  	NrthprkM/Davenport IA0456	  	320 W Kimberly Rd, Sp 24A	 	Davenport	  	IA	  	 	52806	  
	 Chico’s
	  	 	457	  	  	The Streets of West Chester	  	Sts of WestChester OH0457	  	9439 Civic Centre Blvd, Sp.D	 	West Chester	  	OH	  	 	45069	  
	 Chico’s
	  	 	458	  	  	Waterford Commons	  	Waterford Commons CT0458	  	915 Hartford Tpk, Ste G-4	 	Waterford	  	CT	  	 	06385	  
	 Chico’s
	  	 	459	  	  	Mission Promenade	  	MissionPrm/SnJuanC CA0459	  	26850 Ortega Hwy, Ste G and L	 	San Juan Capistrano	  	CA	  	 	92675	  
	 Chico’s
	  	 	460	  	  	The Shops at Pinon Pointe	  	Sh@PinonPnt/Sedona AZ0460	  	101 N Hwy 89A, Ste D-19	 	Sedona	  	AZ	  	 	86336	  
	 Chico’s
	  	 	461	  	  	Meyerland Plaza	  	MyrlndPlzOutl/Hstn TX0461	  	380 Meyerland Plaza Mall	 	Houston	  	TX	  	 	77096	  

  

					
	Schedule 5.1 (x)-1	  	Chico’s	  	Page 6









																			
	 Brand
	  	Store #	 	  	Location	  	Company Store Name	  	Address	 	City	  	ST	  	ZIP	 
	 Chico’s
	  	 	462	  	  	Thruway Shopping Center	  	ThrwySC/Winst-Slm NC0462	  	416 S Stratford Rd, Ste 500	 	Winston-Salem	  	NC	  	 	27103	  
	 Chico’s
	  	 	463	  	  	19 W Eighth St, Unit 29	  	W 8th St/Holland MI0463	  	19 W Eighth St, Unit 29	 	Holland	  	MI	  	 	49423	  
	 Chico’s
	  	 	464	  	  	Carmel Mountain Ranch TC	  	CarmelMtR/SanDiego CA0464	  	11955 Carmel Mountain Rd,#703	 	San Diego	  	CA	  	 	92128	  
	 Chico’s
	  	 	465	  	  	Creekside Station	  	CrksdeSta/Winchstr VA0465	  	3103 Valley Ave, Ste 108	 	Winchester	  	VA	  	 	22601	  
	 Chico’s
	  	 	466	  	  	Mayfaire Towne Centre	  	Mayfaire TC/Wlmngtn NC0466	  	909 Inspiration Dr	 	Wilmington	  	NC	  	 	28405	  
	 Chico’s
	  	 	467	  	  	The District at Green Valley Ranch	  	GrnVlyRnch/LsVegas NV0467	  	2240 Village Walk Dr	 	Henderson	  	NV	  	 	85092	  
	 Chico’s
	  	 	468	  	  	Village Square at Dana Park	  	VlgSq@DanaPrk/Mesa AZ0468	  	1660 S Val Vista Dr, Ste 121	 	Mesa	  	AZ	  	 	85204	  
	 Chico’s
	  	 	469	  	  	Bel Mar	  	Bel Mar/Lakewood CO0469	  	350 S Teller St	 	Lakewood	  	CO	  	 	80226	  
	 Chico’s
	  	 	470	  	  	Columbia Mall	  	Columbia Mall MO0470	  	2300 Bernadette Dr, Ste 110	 	Columbia	  	MO	  	 	65203	  
	 Chico’s
	  	 	471	  	  	Paducah Center	  	Paducah Center KY0471	  	2929 James Sanders Blvd, Ste G3 & G4	 	Paducah	  	KY	  	 	42001	  
	 Chico’s
	  	 	472	  	  	The Pines	  	Pines/BowlingGreen KY0472	  	2020 Scottsville Rd, Ste 104	 	Bowling Green	  	KY	  	 	42104	  
	 Chico’s
	  	 	473	  	  	Central Texas Marketplace	  	CentrlTxMktpl/Waco TX0473	  	2444 West Loop 340, Ste 13	 	Waco	  	TX	  	 	76711	  
	 Chico’s
	  	 	474	  	  	Commons at Issaquah	  	Commns at Issaquah WA0474	  	775 NW Gilman Blvd, Ste C13	 	Issaquah	  	WA	  	 	98027	  
	 Chico’s
	  	 	475	  	  	The Galleria at 41st Street	  	Gllria41/SiouxFlls SD0475	  	3308 S Louise Ave	 	Sioux Falls	  	SD	  	 	57106	  
	 Chico’s
	  	 	476	  	  	Gateway Station	  	GatewySC/CollegeSt TX0476	  	1501 University Dr E, Ste D	 	College Station	  	TX	  	 	77840	  
	 Chico’s
	  	 	477	  	  	Washingtonian Center	  	WashCtr/Gaithrsbrg MD0477	  	20 Grand Corner Ave, Ste B	 	Gaithersburg	  	MD	  	 	20878	  
	 Chico’s
	  	 	478	  	  	Chicago Premium Outlets	  	ChicagoOutl/Aurora IL0478	  	1650 Premium Outlet Blvd, #1161	 	Aurora	  	IL	  	 	60504	  
	 Chico’s
	  	 	479	  	  	Loehmann’s 5 Points Plaza	  	5PtsPlz/HuntgtnBch CA0479	  	18573 Main St	 	Huntington Beach	  	CA	  	 	92648	  
	 Chico’s
	  	 	480	  	  	Bradley Fair Shopping Center	  	BradlyFair/Wichita KS0480	  	2122 N Rock Rd	 	Wichita	  	KS	  	 	67206	  
	 Chico’s
	  	 	481	  	  	Derby Street Shoppes	  	DrbyStShps/Hingham MA0481	  	98 Derby St, Ste 409	 	Hingham	  	MA	  	 	02043	  
	 Chico’s
	  	 	482	  	  	Paseo Plaza Shopping Center	  	PaseoPlaza/McAllen TX0482	  	1700 S 10th St, Ste 190	 	McAllen	  	TX	  	 	78503	  
	 Chico’s
	  	 	483	  	  	Centennial Place	  	CentnlPl/Mishawaka IN0483	  	210 W Cleveland Rd	 	Granger	  	IN	  	 	46530	  
	 Chico’s
	  	 	484	  	  	Pine Tree Shoppes	  	PineTreeShps/Wxfrd PA0484	  	12083 Perry Hwy	 	Wexford	  	PA	  	 	15090	  
	 Chico’s
	  	 	485	  	  	Spanish Spring Town Square	  	SpnshSprTSq/Vllges FL0485	  	992 Del Mar Dr	 	The Villages	  	FL	  	 	32159	  
	 Chico’s
	  	 	486	  	  	199 Wayland Ave	  	WylndSq/Providence RI0486	  	199 Wayland Ave	 	Providence	  	RI	  	 	02906	  
	 Chico’s
	  	 	487	  	  	Jordan Creek Town Center	  	JrdnCrkTC/WDesMoin IA0487	  	101 Jordan Creek Pkwy, Ste 11370	 	West Des Moines	  	IA	  	 	50266	  
	 Chico’s
	  	 	488	  	  	445 Central Avenue	  	CentralAv/Cedrhrst NY0488	  	445 Central Ave	 	Cedarhurst	  	NY	  	 	11516	  
	 Chico’s
	  	 	489	  	  	Cornerstone Place	  	CrnrstnPl/Tllahsee FL0489	  	1460 Market St, Ste A	 	Tallahassee	  	FL	  	 	32312	  
	 Chico’s
	  	 	490	  	  	Village Pointe	  	VillagePoint/Omaha NE0490	  	17255 Davenport St, Ste 105	 	Omaha	  	NE	  	 	68118	  
	 Chico’s
	  	 	491	  	  	Charleston Town Center	  	ChstnTnCtr/Chrlstn WV0491	  	2005 Charleston Town Center	 	Charleston	  	WV	  	 	25389	  
	 Chico’s
	  	 	492	  	  	102 North Walnut Street	  	NWIntSt/Bloomngton IN0492	  	102 North Walnut St	 	Bloomington	  	IN	  	 	47404	  
	 Chico’s
	  	 	493	  	  	First & Main	  	First&Main/Hudson OH0493	  	92 1st St	 	Hudson	  	OH	  	 	44236	  
	 Chico’s
	  	 	494	  	  	Old Farm Shoppes	  	OldFarmSh/Chmpaign lL0494	  	1701-1703 W Kirby Ave	 	Champaign	  	IL	  	 	61821	  
	 Chico’s
	  	 	495	  	  	The Quarter at Tropicana	  	Qrtr@Trpcna/AtlCty NJ0495	  	2801 Pacific Ave, Ste 224	 	Atlantic City	  	NJ	  	 	08401	  
	 Chico’s
	  	 	496	  	  	Crocker Park Shopping Center	  	CrockerPrk/Wstlake OH0496	  	129 Main St	 	Westlake	  	OH	  	 	44145	  
	 Chico’s
	  	 	497	  	  	The Town Center at Levis Commons	  	TC@LvsCmns/Prysbrg OH0497	  	3135 Levis Commons Blvd	 	Perrysburg	  	OH	  	 	43551	  
	 Chico’s
	  	 	498	  	  	The Streets of Tanasbourne	  	StsofTnsbrn/Hisbro OR0498	  	2115 NW Allie Ave, Ste 510	 	Hillsboro	  	OR	  	 	97124	  
	 Chico’s
	  	 	499	  	  	Shoppes at Bellemead	  	Shps@Bllmd/Shrvprt LA0499	  	6535 Youree Dr, Ste 100	 	Shreveport	  	LA	  	 	71105	  
	 Chico’s
	  	 	500	  	  	Algonquin Commons	  	Algonquin Commons lL0500	  	1960 S Randall Rd	 	Algonquin	  	IL	  	 	60102	  
	 Chico’s
	  	 	501	  	  	Simpson Plaza	  	SimpsonPlaza/Tyler TX0501	  	4249 South Broadway	 	Tyler	  	TX	  	 	75701	  
	 Chico’s
	  	 	502	  	  	The Eastern Shore Centre	  	EasternShC/SpnshFrt AL0502	  	30500 State Hwy 181, Ste 210	 	Spanish Fort	  	AL	  	 	36527	  
	 Chico’s
	  	 	503	  	  	The Shoppes at Susquehanna Marki	  	SusqhnaMktp/Hrsbrg PA0503	  	2585 Brindle Dr	 	Harrisburg	  	PA	  	 	17110	  
	 Chico’s
	  	 	504	  	  	The Crossroads	  	Crossroads/Portage MI0504	  	6650 S Westnedge, Ste 127	 	Portage	  	MI	  	 	49024	  
	 Chico’s
	  	 	505	  	  	Hamilton Corner	  	HmltnCrnr/Chtnooga TN0505	  	2115 Gunbarrel Rd	 	Chattanooga	  	TN	  	 	37421	  
	 Chico’s
	  	 	506	  	  	Main Street	  	MainStr/Los Altos CA0506	  	271 Main St	 	Los Altos	  	CA	  	 	94022	  
	 Chico’s
	  	 	507	  	  	Two Congress Park	  	2CngrsPk/SratgaSpr NY0507	  	329 Broadway	 	Saratoga Springs	  	NY	  	 	12866	  
	 Chico’s
	  	 	508	  	  	Victoria Gardens	  	VctrGdn/RnchoCcmng CA0508	  	12520 S Mainstreet	 	Rancho Cucamonga	  	CA	  	 	91739	  
	 Chico’s
	  	 	509	  	  	Oak Hollow Village Shopping Center	  	OakHlwVlgSC/HighPt NC0509	  	1231 Eastchester Dr, Ste 109	 	High Point	  	NC	  	 	27265	  
	 Chico’s
	  	 	510	  	  	Riverbend Center	  	RiverbendCtr/Rome GA0510	  	1460 Turner McCall Blvd SW	 	Rome	  	GA	  	 	30161	  
	 Chico’s
	  	 	511	  	  	Clay Terrace	  	ClayTerrace/Carmel IN0511	  	14390 Clay Terrace Blvd, Ste 110	 	Carmel	  	IN	  	 	46032	  
	 Chico’s
	  	 	512	  	  	Millwood Shopping Center	  	MillwdSC/Rock Hill SC0512	  	335 Herlong Ave, Ste 204	 	Rock Hill	  	SC	  	 	29732	  
	 Chico’s
	  	 	513	  	  	419 Beaver Street	  	BeaverSt/Sewickley PA0513	  	419 Beaver St	 	Sewickley	  	PA	  	 	15143	  
	 Chico’s
	  	 	514	  	  	The Shoppes at River Crossing	  	Sh@RvrCrssng/Macon GA 0514	  	5080 Riverside Dr, Ste 428	 	Macon	  	GA	  	 	31210	  
	 Chico’s
	  	 	515	  	  	Trenholm Plaza	  	TrnhlmPlz/Columbia SC0515	  	4840 Forest Dr, Ste 30	 	Columbia	  	SC	  	 	29206	  
	 Chico’s
	  	 	516	  	  	Old Galveston Square	  	OldGalvestonSquare TX0516	  	2215 Strand St, Ste 101	 	Galveston	  	TX	  	 	77550	  
	 Chico’s
	  	 	517	  	  	The Shoppes at Blackstone Valley	  	Shps@BlkstnV/Mlbry MA0517	  	70 Worcester Providence Tpk, Ste 615	 	Millbury	  	MA	  	 	01527	  
	 Chico’s
	  	 	518	  	  	Crossings Factory Outlet	  	CrsngsFOut/Tnrsvie PA0518	  	1000 Rte 611, Ste C-06	 	Tannersville	  	PA	  	 	18372	  
	 Chico’s
	  	 	519	  	  	Ulster Crossing	  	UlstrCrssng/Kngstn NY0519	  	1153 Ulster Ave	 	Kingston	  	NY	  	 	12401	  
	 Chico’s
	  	 	520	  	  	United Penn Plaza	  	UnitdPennPl/Kngstn PA0520	  	184 United Penn Plaza	 	Kingston	  	PA	  	 	18704	  
	 Chico’s
	  	 	521	  	  	Monroeville Mall	  	Monroeville Mall PA0521	  	709 Mall Circle Dr	 	Monroeville	  	PA	  	 	15146	  
	 Chico’s
	  	 	522	  	  	4325 Talmadge Road	  	Talmadge Rd/Toledo OH0522	  	4325 Talmadge Rd	 	Toledo	  	OH	  	 	43623	  
	 Chico’s
	  	 	523	  	  	The Village at Alderwood	  	Vlg@Alderwd/Lynnwd WA0523	  	3000 184th St SW, Ste 980	 	Lynnwood	  	WA	  	 	98037	  
	 Chico’s
	  	 	524	  	  	Court Street	  	CrtSt/SanLuisObspo CA0524	  	1080 Court St	 	San Luis Obispo	  	CA	  	 	93401	  
	 Chico’s
	  	 	525	  	  	The Avenue Viera	  	Avenue at Viera FL0525	  	2271 Town Center Ave, Ste 119	 	Viera	  	FL	  	 	32940	  
	 Chico’s
	  	 	526	  	  	Evansville Pavilion	  	EvansvillePavilion IN0526	  	6401 E Lloyd Expwy, Ste 14	 	Evansville	  	IN	  	 	47715	  
	 Chico’s
	  	 	527	  	  	Baederwood Shopping Center	  	BdrwdSC/Jenkintown PA0527	  	1661 The Fairway	 	Jenkintown	  	PA	  	 	19046	  
	 Chico’s
	  	 	528	  	  	271 Main Street	  	MainStr/Huntington NY0528	  	271 Main St	 	Huntington	  	NY	  	 	11743	  
	 Chico’s
	  	 	529	  	  	The Avenue at White Marsh	  	Ave@WhtMrsh/Baltmr MD0529	  	8129-H Honeygo Blvd	 	Baltimore	  	MD	  	 	21236	  
	 Chico’s
	  	 	530	  	  	Lawrence Farms Market Square	  	LrncFmMktSq/Fshkll NY0530	  	1083 US Rte 9	 	Fishkill	  	NY	  	 	12524	  
	 Chico’s
	  	 	531	  	  	Fashion Mall at Keystone	  	FshnMI@Keystn/lndy IN0531	  	8702 Keystone Crossing Dr, Ste 104	 	Indianapolis	  	IN	  	 	46240	  
	 Chico’s
	  	 	532	  	  	Tanger Outlet Center at Five Oaks	  	Sevierville Outlet TN0532	  	1645 Parkway, Ste 280	 	Sevierville	  	TN	  	 	37862	  
	 Chico’s
	  	 	533	  	  	Prescott Gateway	  	Prescott Gateway A20533	  	3250 Gateway Blvd, Ste 432	 	Prescott	  	AZ	  	 	86303	  
	 Chico’s
	  	 	534	  	  	TalbotTown	  	TalbotTown/Easton MD0534	  	218 N Washington St, Ste 23	 	Easton	  	MD	  	 	21601	  
	 Chico’s
	  	 	535	  	  	Towne Center at Cedar Lodge	  	TC@CdrLdg/BtnRouge LA0535	  	7455 Corporate Blvd, Ste 400	 	Baton Rouge	  	LA	  	 	70809	  
	 Chico’s
	  	 	536	  	  	Independence Center	  	IndependenceCenter MO0536	  	2144 Independence Center Dr	 	Independence	  	MO	  	 	64057	  
	 Chico’s
	  	 	537	  	  	LaBoutique Shopping Center	  	LaBoutique/Merrick NY0537	  	1999 Merrick Rd	 	Merrick	  	NY	  	 	11566	  
	 Chico’s
	  	 	538	  	  	Bridgeport Village	  	BridgprtVlg/Tigard OR0538	  	7473 SW Bridgeport Rd	 	Tigard	  	OR	  	 	97224	  
	 Chico’s
	  	 	539	  	  	La Cumbre Plaza	  	LaCumbrP/SntaBrbra CA0539	  	120 S Hope Ave	 	Santa Barbara	  	CA	  	 	93105	  
	 Chico’s
	  	 	540	  	  	Shops on Mesa	  	ShopsonMesa/EIPaso TX0540	  	5860 N Mesa, Ste 102	 	El Paso	  	TX	  	 	79912	  
	 Chico’s
	  	 	541	  	  	University Square	  	UnivSq/W Lafayette IN0541	  	500 Sagamore Pkwy	 	West Lafayette	  	IN	  	 	47906	  

  

					
	Schedule 5.1 (x)-1	  	Chico’s	  	Page 7









																			
	 Brand
	  	Store #	 	  	Location	  	Company Store Name	  	Address	  	City	  	ST	  	ZIP	 
	 Chico’s
	  	 	542	  	  	Cornerstone Marketplace	  	CrnrstnMpl/HtSprgs AR0542	  	301 Cornerstone Marketplace	  	Hot Springs	  	AR	  	 	71913	  
	 Chico’s
	  	 	543	  	  	Chico’s, Southgate Mall	  	Southgate/Missoula MT0543	  	2901 Brooks Ave, Ste B13	  	Missoula	  	MT	  	 	59801	  
	 Chico’s
	  	 	544	  	  	Burnt Mills	  	BrntMlls/SlvrSprng MD0544	  	10733 Colesville Rd	  	Silver Spring	  	MD	  	 	20901	  
	 Chico’s
	  	 	545	  	  	Lincoln Center	  	LincolnCtr/Stckton CA0545	  	6545 Pacific Ave	  	Stockton	  	CA	  	 	95207	  
	 Chico’s
	  	 	546	  	  	Colonial University Village	  	ClnlUnivVlg/Auburn AL0546	  	1627 Opelika Rd, Ste 26	  	Auburn	  	AL	  	 	36830	  
	 Chico’s
	  	 	547	  	  	The Shoppes at College Hills	  	Shps@ClgHls/Normal IL0547	  	303 Veterans Pkwy, Ste 130	  	Normal	  	IL	  	 	61761	  
	 Chico’s
	  	 	548	  	  	Seattle Premium Outlets	  	Seattle PremOutlet WA0548	  	10600 Quil Ceda Blvd	  	Tulalip	  	WA	  	 	98271	  
	 Chico’s
	  	 	549	  	  	El Dorado Plaza	  	EldrdoPlz/McKinney TX0549	  	2750 S Central Exp’wy, Ste 104	  	McKinney	  	TX	  	 	75070	  
	 Chico’s
	  	 	550	  	  	Pier at Caesar’s	  	Pier@Cesrs/AtlCity NJ0550	  	1 Atlantic Ocean, Unit 1144	  	Atlantic City	  	NJ	  	 	08401	  
	 Chico’s
	  	 	551	  	  	Abercorn Walk	  	AbrcrnWlk/Savannah GA0551	  	5525 Abercorn St, Ste 150	  	Savannah	  	GA	  	 	31405	  
	 Chico’s
	  	 	552	  	  	The Colonnade at State College	  	Clnd@State College PA0552	  	19 Colonnade Way	  	State College	  	PA	  	 	16803	  
	 Chico’s
	  	 	553	  	  	Flat Iron Crossing	  	FltlrnCrg/Broomfld CO0553	  	1 W Flatiron Crossing Dr, Ste 1010	  	Broomfield	  	CO	  	 	80021	  
	 Chico’s
	  	 	554	  	  	Hunt Valley Towne Center	  	Hunt Valley TC MD0554	  	116 Shawan Rd, Ste 10	  	Hunt Valley	  	MD	  	 	21030	  
	 Chico’s
	  	 	555	  	  	Crestview Hills Town Center	  	Crestview Hills TC KY0555	  	2836 Town Center Blvd	  	Crestview Hills	  	KY	  	 	41017	  
	 Chico’s
	  	 	556	  	  	Eaglewood Shops	  	EaglwdSh/N Andover MA0556	  	119 Turnpike St	  	North Andover	  	MA	  	 	01845	  
	 Chico’s
	  	 	557	  	  	Orland Park Crossing	  	Orland Park Crssng IL0557	  	9500 W 143rd St, Ste 214	  	Orland Park	  	IL	  	 	60462	  
	 Chico’s
	  	 	558	  	  	Metropolis	  	Metrpolis/Plainfld IN0558	  	351 Metropolis Mile, Ste 160	  	Plainfield	  	IN	  	 	46168	  
	 Chico’s
	  	 	559	  	  	Waldorf Market Place	  	Waldorf MarktPlace MD0559	  	3076 Waldorf Market Place	  	Waldorf	  	MD	  	 	20603	  
	 Chico’s
	  	 	560	  	  	643 Massachusetts St	  	Mass St/Lawrence KS0560	  	643 Massachusetts St	  	Lawrence	  	KS	  	 	66044	  
	 Chico’s
	  	 	561	  	  	Firewheel Town Center	  	FirewheelTC/Garland TX0561	  	275 Cedar Sage Dr	  	Garland	  	TX	  	 	75040	  
	 Chico’s
	  	 	562	  	  	The Shops at La Cantera	  	LaCntera/SnAntonio TX0562	  	15900 La Cantera Pkwy, Bldg 1 Ste 1190	  	San Antonio	  	TX	  	 	78256	  
	 Chico’s
	  	 	563	  	  	Main Street at Lakewood Ranch	  	LakewdRnch/Brdnton FL0563	  	8141 Lakewood Ranch Rd, Ste 106	  	Bradenton	  	FL	  	 	34202	  
	 Chico’s
	  	 	564	  	  	Westwood Village	  	WestwdVill/Seattle WA0564	  	2600 SW Barton St, Ste E2	  	Seattle	  	WA	  	 	98126	  
	 Chico’s
	  	 	565	  	  	NorthPark Center	  	NorthPrkCtr/Dallas TX0565	  	8687 N Central Expressway, Ste 1120	  	Dallas	  	TX	  	 	75225	  
	 Chico’s
	  	 	566	  	  	Woodburn Company Stores	  	Woodburn Co Stores OR0566	  	1001 N Arney Rd, Ste 402	  	Woodburn	  	OR	  	 	97071	  
	 Chico’s
	  	 	567	  	  	The Summit Sierra	  	Summit Sierra/Reno NV0567	  	13925 S Virginia St, Ste 224	  	Reno	  	NV	  	 	89511	  
	 Chico’s
	  	 	568	  	  	Simi Valley Town Center	  	Simi Valley TC CA0568	  	1555 Simi Valley Town Center Way, Unit 130	  	Simi Valley	  	CA	  	 	93065	  
	 Chico’s
	  	 	569	  	  	The Village at Bay Park	  	Vlg@BayPrk/GrenBay WI0569	  	760 Willard Dr, Ste 400	  	Ashwabenon	  	WI	  	 	54304	  
	 Chico’s
	  	 	570	  	  	The Avenue Carriage Crossing	  	AvCrgCrsg/Coliervl TN0570	  	4610 Merchants Park Cir, Ste 531	  	Collierville	  	TN	  	 	38017	  
	 Chico’s
	  	 	571	  	  	Lakeside Village	  	LakesdVlg/Lakeland FL0571	  	1425 Town Center Dr	  	Lakeland	  	FL	  	 	33803	  
	 Chico’s
	  	 	572	  	  	Washington Square	  	Washington Sq/Tigard OR0572	  	9318 SW Washington Square Rd	  	Tigard	  	OR	  	 	97223	  
	 Chico’s
	  	 	573	  	  	Lakeport Commons	  	LkprtCmns/SiouxCty IA0573	  	5001 Sergeant Rd, Ste 200	  	Sioux City	  	IA	  	 	51106	  
	 Chico’s
	  	 	574	  	  	Avalon Plaza Shopping Center	  	AvinPlzSC/Salsbury MD0574	  	2737-C N Salisbury Blvd	  	Salisbury	  	MD	  	 	21801	  
	 Chico’s
	  	 	575	  	  	Midtowne Shopping Center	  	MdtwnSC/Little Rock AR0575	  	201 N University Ave, Ste 210	  	Little Rock	  	AR	  	 	72205	  
	 Chico’s
	  	 	576	  	  	The Shops at Greenridge	  	Shps@Grnrdg/Grnvll SC0576	  	1125 Woodruff Rd, Ste 1701	  	Greenville	  	SC	  	 	29607	  
	 Chico’s
	  	 	577	  	  	Cielo Vista Mall	  	CieloVista/El Paso TX0577	  	8401 Gateway Blvd W, Sp. E05	  	El Paso	  	TX	  	 	79925	  
	 Chico’s
	  	 	578	  	  	Texarkana Pavilion	  	Texarkana Pavilion TX0578	  	4252 D Saint Michael Dr	  	Texarkana	  	TX	  	 	75503	  
	 Chico’s
	  	 	579	  	  	Prime Outlets Queenstown	  	PrimOut Queenstown MD0579	  	102 Outlet Center Dr, Ste F080	  	Queenstown	  	MD	  	 	21658	  
	 Chico’s
	  	 	580	  	  	Prime Outlets at San Marcos	  	PrmOutl San Marcos TX0580	  	3939 S IH 35, Ste 1300	  	San Marcos	  	TX	  	 	78666	  
	 Chico’s
	  	 	581	  	  	Rogue Valley Mall	  	RogueVllyM/Medford OR0581	  	1600 N Riverside Ave, Ste 3005	  	Medford	  	OR	  	 	97501	  
	 Chico’s
	  	 	582	  	  	Metropolis Shops on Dowlen	  	MtrplsShps/Beaumnt TX0582	  	3195 Dowlen Rd, Ste 102	  	Beaumont	  	TX	  	 	77706	  
	 Chico’s
	  	 	583	  	  	The Shops at Seven Oaks	  	Shp@70aks/Florence SC0583	  	1937 Hoffmeyer Rd	  	Florence	  	SC	  	 	29501	  
	 Chico’s
	  	 	584	  	  	Lighthouse Place Premium Outlets	  	LthsPlOut/MichCity IN0584	  	927 Lighthouse Place	  	Michigan City	  	IN	  	 	46360	  
	 Chico’s
	  	 	585	  	  	Steeplegate Mall	  	SteeplegtM/Concord NH0585	  	270 Loudon Rd, Ste 1160	  	Concord	  	NH	  	 	03301	  
	 Chico’s
	  	 	586	  	  	Nelson’s Crossing	  	NlsnsCrsng/Faytvle AR0586	  	745 E Joyce Blvd, Ste 101	  	Fayetteville	  	AR	  	 	72703	  
	 Chico’s
	  	 	587	  	  	Menlo Park Mall	  	MenloPrkMll/Edison NJ0587	  	496 Menlo Park	  	Edison	  	NJ	  	 	08837	  
	 Chico’s
	  	 	588	  	  	Mesilla Valley Mall	  	MsllaVlyM/LsCruces NM0588	  	700 S Telshor Blvd, Ste 1342	  	Las Cruces	  	NM	  	 	88011	  
	 Chico’s
	  	 	589	  	  	The Shops at Atlas Park	  	Shps@AtlsPk/Glndle NY0589	  	80-40 Cooper Ave, Bldg 4, Sp 4-102	  	Glendale	  	NY	  	 	11385	  
	 Chico’s
	  	 	590	  	  	Staten Island Mall	  	Staten Island Mall NY0590	  	2655 Richmond Ave, Sp 2610	  	Staten Island	  	NY	  	 	10314	  
	 Chico’s
	  	 	591	  	  	The Shops at River Park	  	Shps@RvrPrk/Fresno CA0591	  	45 Via La Plata	  	Fresno	  	CA	  	 	93720	  
	 Chico’s
	  	 	592	  	  	Louisiana Boardwalk	  	LBrdwlk/BossierCty LA0592	  	505 Boardwalk Blvd	  	Bossier City	  	LA	  	 	71111	  
	 Chico’s
	  	 	593	  	  	The Orchard	  	Orchard Park NY0593	  	4005 N Buffalo Rd, Ste 400	  	Orchard Park	  	NY	  	 	14127	  
	 Chico’s
	  	 	594	  	  	North Park Crossing Shopping Center	  	NrthPrkCrsg/Joplin MO0594	  	320 Geneva Ave, Ste 400	  	Joplin	  	MO	  	 	64801	  
	 Chico’s
	  	 	595	  	  	Colonial Pinnacle at Turkey Creek	  	TurkeyCrk/Knoxvlle TN0595	  	11321 Parkside Dr	  	Knoxville	  	TN	  	 	37934	  
	 Chico’s
	  	 	596	  	  	Streets of Chester	  	Streets of Chester NJ0596	  	440 US Hwy 206 S	  	Chester	  	NJ	  	 	07930	  
	 Chico’s
	  	 	597	  	  	Lincolnshire Commons	  	Lincolnshire Commons IL0597	  	970 Milwaukee Ave, Ste H	  	Lincolnshire	  	IL	  	 	60069	  
	 Chico’s
	  	 	598	  	  	Cary Towne Center	  	Cary Towne Center NC0598	  	1105 Walnut St, Ste 129	  	Cary	  	NC	  	 	27511	  
	 Chico’s
	  	 	599	  	  	Randolph Park Shopping Center	  	RandolphPrkSC/York PA0599	  	1722 S Queen St, Ste 220	  	York	  	PA	  	 	17403	  
	 Chico’s
	  	 	600	  	  	Houston Galleria	  	Houston Galleria TX0600	  	5061 Westheimer Rd, Ste 8080	  	Houston	  	TX	  	 	77056	  
	 Chico’s
	  	 	601	  	  	Coral Ridge Mall	  	CoralRg/Coralville IA0601	  	1451 Coral Ridge Ave, Ste 119	  	Coralville	  	IA	  	 	52241	  
	 Chico’s
	  	 	602	  	  	Galleria Dallas	  	Galleria Dallas TX0602	  	13350 Dallas Pkwy, Ste 2225	  	Dallas	  	TX	  	 	75240	  
	 Chico’s
	  	 	603	  	  	Plaza Las Américas	  	PlzLasAmer/HatoRey PR0603	  	525 Ave FD Roosevelt, Ste 448	  	Hato Rey	  	PR	  	 	00918	  
	 Chico’s
	  	 	604	  	  	5605 Magazine Street	  	MgznSt/New Orleans LA0604	  	5605 Magazine St	  	New Orleans	  	LA	  	 	70115	  
	 Chico’s
	  	 	605	  	  	The Greene	  	The Greene/Dayton OH0605	  	98 Plum St	  	Dayton	  	OH	  	 	45440	  
	 Chico’s
	  	 	607	  	  	Shops of Uptown Park Ridge	  	Uptown Park Ridge IL0607	  	158 N Northwest Hwy, Space A-4	  	Park Ridge	  	IL	  	 	60068	  
	 Chico’s
	  	 	608	  	  	Kent Station	  	Kent Station WA0608	  	441 Ramsay Wy, Ste 101	  	Kent	  	WA	  	 	98032	  
	 Chico’s
	  	 	609	  	  	Arden Fair	  	ArdnFair/Sacramnto CA0609	  	1698 Arden Way, Ste 1326	  	Sacramento	  	CA	  	 	95815	  
	 Chico’s
	  	 	610	  	  	LaCenterra at Cinco Ranch	  	LaCntra@CncoR/Katy TX0610	  	23501 Cinco Ranch Blvd, Ste G110	  	Katy	  	TX	  	 	77494	  
	 Chico’s
	  	 	612	  	  	The Promenade Shops at Dos Lagos	  	DosLagosCtr/Corona CA0612	  	2870 Cabot Dr, Ste 5-125	  	Corona	  	CA	  	 	92883	  
	 Chico’s
	  	 	613	  	  	Danbury Fair Mall	  	Danbury Fair Mall CT0613	  	7 Backus Ave, Ste 107	  	Danbury	  	CT	  	 	06810	  
	 Chico’s
	  	 	614	  	  	Columbia Center	  	ClmbiaCtr/Kenewick WA0614	  	1321 N Columbia Center Blvd, Ste 800	  	Kennewick	  	WA	  	 	99336	  
	 Chico’s
	  	 	615	  	  	The Avenue Webb Gin	  	AveWbGn/Snellville GA0615	  	1350 Scenic Hwy, Ste 308	  	Snellville	  	GA	  	 	30078	  
	 Chico’s
	  	 	616	  	  	ABQ Uptown	  	ABQUptown/Albuqurq NM0616	  	2241 Q Street NE, Ste 7B	  	Albuquerque	  	NM	  	 	87110	  
	 Chico’s
	  	 	617	  	  	The Promenade Shops at Centerra	  	Sh@Centera/Lovelnd CO0617	  	5865 Sky Pond Dr, Ste G112	  	Loveland	  	CO	  	 	80538	  
	 Chico’s
	  	 	618	  	  	Westfield Topanga	  	Topnga/Canoga Park CA0618	  	6600 Topanga Canyon Blvd, Unit 64	  	Canoga Park	  	CA	  	 	91303	  
	 Chico’s
	  	 	619	  	  	Branson Landing	  	Branson Landing MO0619	  	1003 Branson Landing Blvd	  	Branson	  	MO	  	 	65616	  
	 Chico’s
	  	 	620	  	  	Southlands	  	Southlands/Aurora CO0620	  	6235 S Main St, Unit C113	  	Aurora	  	CO	  	 	80016	  
	 Chico’s
	  	 	621	  	  	Towne Place at Greenbrier	  	TownPl@Grbr/Chsapk VA0621	  	725 Eden Wy, Ste 720	  	Chesapeake	  	VA	  	 	23320	  
	 Chico’s
	  	 	622	  	  	The Mall at Turtle Creek	  	M@TurtlCrk/Jonsbro AR0622	  	3000 E Highland Dr, Ste 501	  	Jonesboro	  	AR	  	 	72401	  
	 Chico’s
	  	 	623	  	  	Claremont Village	  	Claremont Village CA0623	  	101 N Indian Hill Blvd, Ste C1-100	  	Claremont	  	CA	  	 	91711	  

  

					
	Schedule 5.1 (x)-1	  	Chico’s	  	Page 8









																					
	 Brand
	  	Store #	 	  	Location	  	Company Store Name	  	Address	 	City	  	ST	 	  	ZIP	 
	 Chico’s
	  	 	624	  	  	205 Howard Street	  	GasLghtDst/Petosky MI0624	  	205 Howard St	 	Petoskey	  	 	MI	  	  	 	49770	  
	 Chico’s
	  	 	625	  	  	The Outlets at Hershey	  	Outlets at Hershey PA0625	  	57 Outlet Sq	 	Hershey	  	 	PA	  	  	 	17033	  
	 Chico’s
	  	 	626	  	  	Green Oak Village Place	  	GrnOakVIPI/Brightn MI0626	  	9660 Village Place Blvd	 	Brighton	  	 	MI	  	  	 	48116	  
	 Chico’s
	  	 	627	  	  	Westfield Capital Promenade	  	CapitlProm/Olympia WA0627	  	2511 4th Ave W, Ste 101	 	Olympia	  	 	WA	  	  	 	98502	  
	 Chico’s
	  	 	628	  	  	Prime Outlets Hagerstown	  	PrimOut Hagerstown MD0628	  	110 Prime Outlets Blvd	 	Hagerstown	  	 	MD	  	  	 	21740	  
	 Chico’s
	  	 	629	  	  	City Center at Oyster Point	  	CtyC@OystrP/NptNws VA0629	  	701 Mariners Row, Ste 112	 	Newport News	  	 	VA	  	  	 	23606	  
	 Chico’s
	  	 	630	  	  	Colonial Pinnacle at Tutwiler Farm	  	TutwirFrm/Birmnghm AL0630	  	5012 Pinnacle Sq, Ste 118	 	Birmingham	  	 	AL	  	  	 	35235	  
	 Chico’s
	  	 	631	  	  	Outlet at Silverthorne	  	Out@Silverthorne CO0631	  	125-D Stephens Way	 	Silverthorne	  	 	CO	  	  	 	80498	  
	 Chico’s
	  	 	632	  	  	The Shops at Coconut Point	  	Sh@CocontPt/Estero FL0632	  	23160 Fashion Dr, Ste 113	 	Estero	  	 	FL	  	  	 	33928	  
	 Chico’s
	  	 	633	  	  	Smith Haven Mall	  	SmithHavnM/LkGrove NY0633	  	638 Smith Haven Mall, R-09	 	Lake Grove	  	 	NY	  	  	 	11755	  
	 Chico’s
	  	 	634	  	  	Valley Square Shopping Center	  	VallySq/Warrington PA0634	  	1556 Main St, Spc 702	 	Warrington	  	 	PA	  	  	 	18976	  
	 Chico’s
	  	 	635	  	  	Park West	  	Parke West/Peoria AZ0635	  	9784 W Northern Ave, Ste 1200	 	Peoria	  	 	AZ	  	  	 	85345	  
	 Chico’s
	  	 	636	  	  	Towne Center at Englewood	  	TC at Englewood NJ0636	  	14 W Palisade Ave	 	Englewood	  	 	NJ	  	  	 	07631	  
	 Chico’s
	  	 	637	  	  	Winter Garden Village at Fowler Gro’	  	Winter Garden Vilg FL0637	  	3251 Daniels Rd, Ste 106	 	Winter Garden	  	 	FL	  	  	 	34787	  
	 Chico’s
	  	 	638	  	  	Town Center at Otay Ranch	  	OtayRnch/ChulaVsta CA0638	  	2015 Birch Rd, Ste 1705	 	Chula Vista	  	 	CA	  	  	 	91913	  
	 Chico’s
	  	 	639	  	  	50th & France	  	FranceAveS/Edina MN0639	  	4954 France Ave S	 	Edina	  	 	MN	  	  	 	55410	  
	 Chico’s
	  	 	640	  	  	Genesee Valley Center	  	Genesee VllyC/Flint MI0640	  	4364 Miller Rd, E2(a)	 	Flint	  	 	MI	  	  	 	48507	  
	 Chico’s
	  	 	641	  	  	Shoppes at Montage	  	Shp@Montage/Moosic PA0641	  	2321 Shoppes Blvd	 	Moosic	  	 	PA	  	  	 	18507	  
	 Chico’s
	  	 	642	  	  	Prime Outlets at Grove City	  	PrimOut Grove City PA0642	  	1911 Leesburg Grove City Rd, Spc 1050	 	Grove City	  	 	PA	  	  	 	16127	  
	 Chico’s
	  	 	643	  	  	Prime Outlets Jeffersonville	  	PrmOut Jeffersnvll OH0643	  	8000 Factory Shops Blvd, Ste. 8200	 	Jeffersonville	  	 	OH	  	  	 	43128	  
	 Chico’s
	  	 	644	  	  	Grand Avenue	  	GrandAve/St Paul MN0644	  	1062 Grand Ave	 	Saint Paul	  	 	MN	  	  	 	55105	  
	 Chico’s
	  	 	645	  	  	St. Clair Square	  	SH@StClrSq/FrvwHgts IL0645	  	6540 N Illinois St, Ste 101	 	Fairview Heights	  	 	IL	  	  	 	62208	  
	 Chico’s
	  	 	646	  	  	Arbor Lakes	  	ArbrLakes/MapleGrv MN0646	  	7817 Main St N	 	Maple Grove	  	 	MN	  	  	 	55369	  
	 Chico’s
	  	 	647	  	  	New Town Shops on Main	  	NewTwnSh/Willmsbrg VA0647	  	5106 Main St	 	Williamsburg	  	 	VA	  	  	 	23188	  
	 Chico’s
	  	 	648	  	  	Providence Marketplace	  	PrvdMktpl/MtJuliet TN0648	  	401 S Mt Juliet Rd, Ste 425	 	Mount Juliet	  	 	TN	  	  	 	37122	  
	 Chico’s
	  	 	649	  	  	Village at Colony Place	  	Vlg@ClnyP/Plymouth MA0649	  	156 Colony Place	 	Plymouth	  	 	MA	  	  	 	02360	  
	 Chico’s
	  	 	650	  	  	Ross Park Mall	  	RossPrk/Pittsburgh PA0650	  	1000 Ross Park Mall Dr, L15A	 	Pittsburgh	  	 	PA	  	  	 	15237	  
	 Chico’s
	  	 	651	  	  	The Shops at Rossmoor	  	Sh@Rssmoor/SealBch CA0651	  	12217 Seal Beach Blvd, Spc #217	 	Seal Beach	  	 	CA	  	  	 	90740	  
	 Chico’s
	  	 	652	  	  	The Shoppes at Pierce Hill	  	Sh@PierceHI/Vestal NY0652	  	1308 Vestal Pkwy E, Ste 1	 	Vestal	  	 	NY	  	  	 	13850	  
	 Chico’s
	  	 	653	  	  	Galleria	  	Galleria/Edina MN0653	  	3585 Galleria	 	Edina	  	 	MN	  	  	 	55435	  
	 Chico’s
	  	 	654	  	  	The Shops at Wailea	  	Shops at Wailea HI0654	  	3750 Wailea Alanui Dr, Ste B-4	 	Wailea, Maui	  	 	HI	  	  	 	96753	  
	 Chico’s
	  	 	655	  	  	Mall of Georgia	  	Mall of GA/Buford GA0655	  	3333 Buford Dr, Ste VC01A	 	Buford	  	 	GA	  	  	 	30519	  
	 Chico’s
	  	 	656	  	  	The Shoppes at Old Bridge	  	Shops @ Old Bridge NJ0656	  	3837 US Hwy 9, Spc I	 	Old Bridge	  	 	NJ	  	  	 	08857	  
	 Chico’s
	  	 	657	  	  	Lehigh Valley Mall	  	LehiVlly/Whitehall PA0657	  	911 Lehigh Lifestyle Center	 	Whitehall	  	 	PA	  	  	 	18052	  
	 Chico’s
	  	 	658	  	  	Bridge Street Town Centre	  	BrdgStTC/Huntsvill AL0658	  	340 The Bridge St, Ste 100	 	Huntsville	  	 	AL	  	  	 	35806	  
	 Chico’s
	  	 	660	  	  	The Fountains	  	Fountains/Rosevlle CA0660	  	1013 Galleria Blvd, Ste 100	 	Roseville	  	 	CA	  	  	 	95678	  
	 Chico’s
	  	 	661	  	  	SouthPark	  	SthPrk/Strongville OH0661	  	500 Southpark Center, HL 82	 	Strongsville	  	 	OH	  	  	 	44136	  
	 Chico’s
	  	 	662	  	  	The Shops at Pembroke Gardens	  	Sh@PmbrkG/PmbrkPns FL0662	  	329 SW 145th Ter	 	Pembroke Pines	  	 	FL	  	  	 	33027	  
	 Chico’s
	  	 	663	  	  	The Streets of Cranberry	  	Sts of Cranberry PA0663	  	20412 Route 19, Ste 330	 	Cranberry Township	  	 	PA	  	  	 	16066	  
	 Chico’s
	  	 	664	  	  	East Lake Street	  	EastLakeSt/Wayzata MN0664	  	701 E Lake St	 	Wayzata	  	 	MN	  	  	 	55391	  
	 Chico’s
	  	 	665	  	  	The Mall at Rockingham Park	  	M@RocknghmPk/Salem NH066	  	I99 Rockingham Park Blvd, Spc E-217A	 	Salem	  	 	NH	  	  	 	03079	  
	 Chico’s
	  	 	666	  	  	Red Cliffs Mall	  	RedClffsM/StGeorge UT0666	  	446 N 1680 East, Ste 1300	 	St George	  	 	UT	  	  	 	84790	  
	 Chico’s
	  	 	667	  	  	Eden Prairie Center	  	Eden Prairie Centr MN0667	  	8251 Flying Cloud Dr, Ste 1288	 	Eden Prairie	  	 	MN	  	  	 	55344	  
	 Chico’s
	  	 	668	  	  	Greenwood Park Mall	  	Greenwood ParkMall IN0668	  	1251 US Hwy 31 N, Spc P100	 	Greenwood Park	  	 	IN	  	  	 	46142	  
	 Chico’s
	  	 	669	  	  	Town Square Las Vegas	  	Town Sq/Las Vegas NV0669	  	6671 Las Vegas Blvd S, Ste 116	 	Las Vegas	  	 	NV	  	  	 	89119	  
	 Chico’s
	  	 	670	  	  	Milford Marketplace	  	Milford Marktplace CT0670	  	1668 Boston Post Rd	 	Milford	  	 	CT	  	  	 	06460	  
	 Chico’s
	  	 	671	  	  	The District at CherryVale	  	Dst@ChrryVI/Rckfrd IL0671	  	7160 Harrison Ave, Ste 4	 	Rockford	  	 	IL	  	  	 	61112	  
	 Chico’s
	  	 	672	  	  	Centerplace Galleria	  	Centrplc/Rochester MN0672	  	111 S Broadway, Ste 216	 	Rochester	  	 	MN	  	  	 	55904	  
	 Chico’s
	  	 	673	  	  	Village at Stone Oak	  	Vl@StnOak/SnAntnio TX0673	  	22702 US Hwy 281 N, Ste 101	 	San Antonio	  	 	TX	  	  	 	78259	  
	 Chico’s
	  	 	674	  	  	Shops at Highland Village	  	Sh@HighlandVillage TX0674	  	4071 Deer Creek, Ste 110	 	Highland Village	  	 	TX	  	  	 	75077	  
	 Chico’s
	  	 	675	  	  	The Avenue Murfreesboro	  	Ave Murfreesboro TN0675	  	2615 Medical Center Pkwy, Ste 2060	 	Murfreesboro	  	 	TN	  	  	 	37219	  
	 Chico’s
	  	 	676	  	  	2300 Broadway	  	Broadway/New York NY0676	  	2300 Broadway	 	New York	  	 	NY	  	  	 	10024	  
	 Chico’s
	  	 	677	  	  	Westfield Horton Plaza	  	HortonPlz/SanDiego CA0677	  	324 Horton Plaza, Ste 101	 	San Diego	  	 	CA	  	  	 	92101	  
	 Chico’s
	  	 	678	  	  	Orchard Hills Retail Center	  	OrchardHlls/Irvine CA0678	  	3989 Portola Pkwy, Bldg 600C	 	Irvine	  	 	CA	  	  	 	92602	  
	 Chico’s
	  	 	679	  	  	Pulman Square	  	S@PulmnSq/Huntngtn WV0679	  	22 Pullman Sq	 	Huntington	  	 	WV	  	  	 	25701	  
	 Chico’s
	  	 	680	  	  	Center name N/A	  	ParkAve/WinterPark FL0680	  	214 South Park Ave	 	Winter Park	  	 	FL	  	  	 	32789	  
	 Chico’s
	  	 	681	  	  	Mansfield Crossing	  	Mansfield Crossing MA0681	  	280 School St, Ste F190	 	Mansfield	  	 	MA	  	  	 	02408	  
	 Chico’s
	  	 	682	  	  	Burr Ridge Village Center	  	Burr Ridge VillCtr IL0682	  	595 Village Center Dr	 	Burr Ridge	  	 	IL	  	  	 	60527	  
	 Chico’s
	  	 	683	  	  	The Orchard	  	Orchrd/NewHartford NY0683	  	8617 Clinton St	 	New Hartford	  	 	NY	  	  	 	13413	  
	 Chico’s
	  	 	684	  	  	The Shoppes at Wyomissing	  	Sh@Wyomssng/Reading PA068	  	742 Woodland Rd	 	Wyomissing	  	 	PA	  	  	 	19610	  
	 Chico’s
	  	 	685	  	  	Cordova Mall	  	CordovaM/Pensacola FL0685	  	5100 N 9th Ave, Spc E501B	 	Pensacola	  	 	FL	  	  	 	32504	  
	 Chico’s
	  	 	686	  	  	San Tan Village	  	SanTanVlge/Gilbert AZ0686	  	2168 E Williams Field Rd, Bldg 8 Ste 112	 	Gilbert	  	 	AZ	  	  	 	85295	  
	 Chico’s
	  	 	687	  	  	Alamance Crossing	  	AlmncCrsng/Brlngtn NC0687	  	3169 Waltham Blvd, Spc G-1	 	Burlington	  	 	NC	  	  	 	27215	  
	 Chico’s
	  	 	688	  	  	The Streets of Indian Lake	  	StsoflndLk/Hndrsnv TN0688	  	300 Indian Lake Blvd., Bldg A, Suite 180	 	Hendersonville	  	 	TN	  	  	 	37075	  
	 Chico’s
	  	 	689	  	  	Watters Creek at Montgomery Farm	  	WattersCreek/Allen TX0689	  	827 Market Street	 	Allen	  	 	TX	  	  	 	75013	  
	 Chico’s
	  	 	690	  	  	Philadelphia Premium Outlets	  	PhilPrOut/Pitstown PA0690	  	18 Lightcap Rd, Ste 377	 	Pottstown	  	 	PA	  	  	 	19464	  
	 Chico’s
	  	 	691	  	  	Hill Country Galleria	  	HillCntryG/BeeCave TX0691	  	12700 Hill Country Blvd, Ste T-128	 	Bee Cave	  	 	TX	  	  	 	78738	  
	 Chico’s
	  	 	692	  	  	Stone Ridge Shopping Center	  	StoneRidgSC/Duluth MN0692	  	921 West Central Entrance	 	Duluth	  	 	MN	  	  	 	55811	  
	 Chico’s
	  	 	693	  	  	Uptown Gig Harbor	  	Uptown Gig Harbor WA0693	  	4735 Point Fosdick Dr NW, Ste 100	 	Gig Harbor	  	 	WA	  	  	 	98335	  
	 Chico’s
	  	 	694	  	  	Freehold Raceway Mall	  	Freehold Raceway M NJ0694	  	3710 Route 9, Ste 2704	 	Freehold	  	 	NJ	  	  	 	07728	  
	 Chico’s
	  	 	695	  	  	2188 Fourth St	  	4thSt/WhiteBearLke MN0695	  	2188 Fourth St	 	White Bear Lake	  	 	MN	  	  	 	55110	  
	 Chico’s
	  	 	696	  	  	Orchard Shops at Riverside Plaza	  	OrchSh@RiversidePI CA0696	  	3639 Riverside Plaza Dr, Ste 500	 	Riverside	  	 	CA	  	  	 	92506	  
	 Chico’s
	  	 	697	  	  	Crossroads Center	  	Crssroads/St Cloud MN0697	  	4101 W Division St, Spc B20	 	Saint Cloud	  	 	MN	  	  	 	56301	  
	 Chico’s
	  	 	698	  	  	Tamarack Village	  	TamrackV1/Woodbury MN0698	  	8390 Tamarack Village, Ste 509	 	Woodbury	  	 	MN	  	  	 	55125	  
	 Chico’s
	  	 	699	  	  	Mall of America	  	M ofAmer/Bloomngtn MN0699	  	184 South Ave	 	Bloomington	  	 	MN	  	  	 	55425	  
	 Chico’s
	  	 	700	  	  	The Shops at Wiregrass	  	Sh@Wrgrss/WslyChpl FL0700	  	28329 Paseo Dr, Unit 110	 	Wesley Chapel	  	 	FL	  	  	 	33543	  
	 Chico’s
	  	 	701	  	  	The Shops at Evergreen Walk	  	Sh@EvrgrnWk/SWndsr CT0701	  	501 Evergreen Way	 	South Windsor	  	 	CT	  	  	 	06074	  
	 Chico’s
	  	 	702	  	  	The Streets of Brentwood	  	Strts of Brentwood CA0702	  	2455 Sand Creek Rd, Ste 124	 	Brentwood	  	 	CA	  	  	 	94513	  
	 Chico’s
	  	 	703	  	  	The Arboretum of South Barrington	  	Arbortm/S Barrngton IL0703	  	100 West Higgins Rd, Spc R-1	 	S Barrington	  	 	IL	  	  	 	60010	  
	 Chico’s
	  	 	704	  	  	West Acres Shopping Center	  	West AcresSC/Fargo ND0704	  	3902 13th Ave S, Ste 2325	 	Fargo	  	 	ND	  	  	 	58103	  

  

					
	Schedule 5.1 (x)-1	  	Chico’s	  	Page 9









																			
	 Brand
	  	Store #	 	  	Location	  	Company Store Name	  	Address	  	City	  	ST	  	ZIP	 
	 Chico’s
	  	 	705	  	  	Chico Mall	  	Chico Mall CA0705	  	1960 East 20th St	  	Chico	  	CA	  	 	95928	  
	 Chico’s
	  	 	706	  	  	Midtown Village	  	MdtwnVlg/Tscaloosa AL0706	  	1800 McFarland Blvd E, Ste 202	  	Tuscaloosa	  	AL	  	 	35404	  
	 Chico’s
	  	 	708	  	  	Renaissance at Colony Park	  	Ren@ClnyPk/Ridglnd MS0708	  	1000 Highland Colony Pkwy, Ste 2006	  	Ridgeland	  	MS	  	 	39157	  
	 Chico’s
	  	 	709	  	  	Anaheim Garden Walk	  	Anaheim GardenWalk CA0709	  	321 W Katella Ave, Spc 125	  	Anaheim	  	CA	  	 	92802	  
	 Chico’s
	  	 	710	  	  	The Shoppes at North Brunswick	  	Sh@North Brunswick NJ0710	  	758 Shoppes Blvd, Spc 11	  	North Brunswick	  	NJ	  	 	08902	  
	 Chico’s
	  	 	714	  	  	Shadow Lake Towne Center	  	ShadwLkTC/Papilion NE0714	  	7640 Towne Center Pkwy, Ste 117	  	Papillion	  	NE	  	 	68046	  
	 Chico’s
	  	 	715	  	  	Prime Outlets Orlando	  	PrimeOutlt Orlando FL0715	  	4957 International Drive, Suite 1D-27	  	Orlando	  	FL	  	 	32819	  
	 Chico’s
	  	 	716	  	  	Pearland Town Center	  	Pearland Town Cntr TX0716	  	11200 Broadway Street, Suite 720	  	Pearland	  	TX	  	 	77584	  
	 Chico’s
	  	 	717	  	  	The Market Common Myrtle Beach	  	MktCmn MyrtleBeach SC0717	  	4000 Howard Avenue	  	Myrtle Beach	  	SC	  	 	29577	  
	 Chico’s
	  	 	718	  	  	Pier Park	  	PierPrk/PanamaCBch FL0718	  	200 Bluefish Dr, Ste 100	  	Panama City Beach	  	FL	  	 	32413	  
	 Chico’s
	  	 	719	  	  	Hamilton Town Center	  	HamltnTC/Noblsvlle IN0719	  	13185 Harrell Pkwy, Ste 100	  	Noblesville	  	IN	  	 	46060	  
	 Chico’s
	  	 	720	  	  	The Americana at Brand	  	Amrcna@Brnd/Glndle CA0720	  	839 Americana Way	  	Glendale	  	CA	  	 	91210	  
	 Chico’s
	  	 	723	  	  	Ala Moana Center	  	Ala Moana/Honolulu HI0723	  	1450 Ala Moana Blvd, Spc 3306	  	Honolulu	  	HI	  	 	96814	  
	 Chico’s
	  	 	725	  	  	Fashion Outlets of Niagara	  	FshnOutof NiagrFls NY0725	  	1902 Military Rd, Spc 45	  	Niagara Falls	  	NY	  	 	14304	  
	 Chico’s
	  	 	726	  	  	The Promenade at Coconut Creek	  	Pr@Lyons/CocontCrk FL0726	  	4467 Lyons Rd, Ste H1-105	  	Coconut Creek	  	FL	  	 	33073	  
	 Chico’s
	  	 	732	  	  	Mall at Millenia	  	Mll@Mllnia/Orlando FL0732	  	4200 Conroy Rd, Ste 205	  	Orlando	  	FL	  	 	32839	  
	 Chico’s
	  	 	733	  	  	The Orchard Town Center	  	OrchrdTC/Westmnstr CO0733	  	14647 Delaware St, Ste 400	  	Westminister	  	CO	  	 	80023	  
	 Chico’s
	  	 	735	  	  	Uptown Village at Cedar Hill	  	UptnVlg@Cedar Hill TX0735	  	305 West FM 1382, Spc 301	  	Cedar Hill	  	TX	  	 	75104	  
	 Chico’s
	  	 	737	  	  	The Mall at Partridge Creek	  	M@PrtrdgCrk/Clintn MI0737	  	17370 Hall Rd, Ste 126	  	Clinton Township	  	MI	  	 	48038	  
	 Chico’s
	  	 	738	  	  	The Avenue Forsyth	  	AveForsyth/Cumming GA0738	  	410 Peachtree Pkwy, Ste 4130	  	Cumming	  	GA	  	 	30041	  
	 Chico’s
	  	 	752	  	  	The Shoppes at Chino Hills	  	Shops@ Chino Hills CA0752	  	13850 City Center Dr, Ste 5055	  	Chino Hills	  	CA	  	 	91709	  
	 Chico’s
	  	 	758	  	  	Prime Outlets Birch Run	  	Prime@ut Birch Run MI0758	  	8825 Marketplace Dr, Ste F380	  	Birch Run	  	MI	  	 	48415	  
	 Chico’s
	  	 	759	  	  	The Meadows at Lake Saint Louis	  	Meadws/LakeStLouis MO0759	  	11 Meadows Circle Dr, Ste 428	  	Lake St Louis	  	MO	  	 	63367	  
	 Chico’s
	  	 	763	  	  	Prime Outlets Gaffney	  	Prime Outl Gaffney SC0763	  	100 Factory Shops Blvd, Ste 100	  	Gaffney	  	SC	  	 	29341	  
		  	  
	  
	 	  		  		  		  		  		  			
		  	 	664	 	  		  		  		  		  		  			
		  	  
	  
	 	  		  		  		  		  		  			

  

					
	Schedule 5.1 (x)-1	  	Chico’s	  	Page 10









	


																			
	 Brand
	  	Store #	 	  	 Location
	  	 Company Store Name
	  	 Address
	  	 City
	  	ST	  	ZIP	 
	WH|BM	  	 	3001	  	  	Harborplace	  	Harborplace/Baltimore MD3001	  	201 East Pratt St, Ste 30	  	Baltimore	  	MD	  	 	21202	  
	WH|BM	  	 	3003	  	  	The Shops at Georgetown Park	  	MStreet/Georgetown DC3003	  	3222 M Street NW	  	Washington	  	DC	  	 	20007	  
	WH|BM	  	 	3004	  	  	First Street Station	  	IstStSta/RhbthBch DE3004	  	70 Rehoboth Ave, Ste 115	  	Rehoboth Beach	  	DE	  	 	19971	  
	WH|BM	  	 	3005	  	  	Union Station	  	UnionSta/Washngton DC3005	  	50 Massachusetts Ave NE	  	Washington	  	DC	  	 	20002	  
	WH|BM	  	 	3009	  	  	CocoWalk	  	CocoWalk/CoconutGr FL3009	  	3015 Grand Ave, Spc 115	  	Coconut Grove	  	FL	  	 	33133	  
	WH|BM	  	 	3011	  	  	Town Center at Boca Raton	  	TownCtr@Boca Raton FL3011	  	6000 Glades Rd, Ste 1101	  	Boca Raton	  	FL	  	 	33431	  
	WH|BM	  	 	3012	  	  	The Shops at Charleston Place	  	Shops @ Charleston SC3012	  	128-12 Market Street	  	Charleston	  	SC	  	 	29401	  
	WH|BM	  	 	3013	  	  	Menlo Park Mall	  	MenloPrkMII/Edison NJ3013	  	374 Menlo Park, Ste 1280	  	Edison	  	NJ	  	 	08837	  
	WH|BM	  	 	3015	  	  	Del Mar Plaza	  	SALE Del Mar Plaza CA3015	  	1555 Camino Del Mar, Ste 318	  	Del Mar	  	CA	  	 	92014	  
	WH|BM	  	 	3016	  	  	South Park Mall	  	Southpark/Charltte NC3016	  	4400 Sharon Rd, E09	  	Charlotte	  	NC	  	 	28211	  
	WH|BM	  	 	3019	  	  	Aventura Mall	  	Aventura M/Miami FL3019	  	19501 Biscayne Blvd, Ste 11	  	Miami	  	FL	  	 	33180	  
	WH|BM	  	 	3020	  	  	Glendale Galleria	  	GlndleGall/Glndale CA3020	  	2116 Glendale Galleria, Spc GU-05	  	Glendale	  	CA	  	 	91210	  
	WH|BM	  	 	3021	  	  	Park Place	  	Park Place/Tucson AZ3021	  	5870 E Broadway Blvd, Ste 422	  	Tucson	  	AZ	  	 	85711	  
	WH|BM	  	 	3022	  	  	The Gardens Mall	  	Palm Beach Gardens FL3022	  	3101 PGA Blvd, Ste F-123	  	Palm Beach Gardens	  	FL	  	 	33410	  
	WH|BM	  	 	3023	  	  	Somerset Collection North	  	Somerset Coll/Troy MI3023	  	2800 W Big Beaver Rd, Ste U-227	  	Troy	  	MI	  	 	48084	  
	WH|BM	  	 	3027	  	  	Village Arcade Shopping Center	  	VllgeArcade/Houstn TX3027	  	5515 Kelvin, Ste 120	  	Houston	  	TX	  	 	77005	  
	WH|BM	  	 	3028	  	  	John Ringling Boulevard	  	StArmands/Sarasota FL3028	  	317 John Ringling Blvd	  	Sarasota	  	FL	  	 	34236	  
	WH|BM	  	 	3030	  	  	Stanford Shopping Center	  	StnfrdSC/Palo Alto CA3030	  	608 Stanford Shopping Center	  	Palo Alto	  	CA	  	 	94304	  
	WH|BM	  	 	3031	  	  	Scottsdale Fashion Square	  	Scottsdale Fshn Sq AZ3031	  	7014 East Camelback Rd, #1032	  	Scottsdale	  	AZ	  	 	85251	  
	WH|BM	  	 	3032	  	  	Broadway Plaza	  	Brdwy Plz/WalnutCr CA3032	  	1236 Broadway Plaza	  	Walnut Creek	  	CA	  	 	94596	  
	WH|BM	  	 	3033	  	  	129 Main Street	  	Main St/Annapolis MD3033	  	129 Main St	  	Annapolis	  	MD	  	 	21401	  
	WH|BM	  	 	3034	  	  	Del Mar Plaza	  	Del Mar Plaza CA3034	  	1555 Camino Del Mar, Ste 313	  	Del Mar	  	CA	  	 	92014	  
	WH|BM	  	 	3036	  	  	Girard Ave	  	Girard Ave/LaJolla CA3036	  	7927 Girard Ave	  	La Jolla	  	CA	  	 	92037	  
	WH|BM	  	 	3037	  	  	The Shops at Greenridge	  	Shps@Grnrdg/Grnvll SC3037	  	1125 Woodruff Rd, Ste 103	  	Greenville	  	SC	  	 	29607	  
	WH|BM	  	 	3038	  	  	The Plaza at King of Prussia	  	Plz@KingofPrussia PA3038	  	160 North Gulph Rd, Ste 1187	  	King of Prussia	  	PA	  	 	19406	  
	WH|BM	  	 	3039	  	  	The Shops on El Paseo	  	EIPaseo/PalmDesert CA3039	  	73199 El Paseo Dr, Ste E, F, G	  	Palm Desert	  	CA	  	 	92260	  
	WH|BM	  	 	3046	  	  	The Galleria at Fort Lauderdale	  	Gallria/FtLaudrdle FL3046	  	2460 E Sunrise Blvd	  	Fort Lauderdale	  	FL	  	 	33304	  
	WH|BM	  	 	3049	  	  	Towson Town Center	  	Towson Town Center MD3049	  	825 Dulaney Valley Rd, Spc 3355	  	Towson	  	MD	  	 	21204	  
	WH|BM	  	 	3051	  	  	Perimeter Mall	  	PerimeterM/Atlanta GA3051	  	4400 Ashford Dunwoody Rd NE, Ste 2600	  	Atlanta	  	GA	  	 	30346	  
	WH|BM	  	 	3052	  	  	Town Center Plaza	  	TownCtrPlz/Leawood KS3052	  	5248 W 119th St	  	Leawood	  	KS	  	 	66209	  
	WH|BM	  	 	3053	  	  	The Avenue East Cobb	  	East Cobb/Marietta GA3053	  	4475 Roswell Rd, Ste 1400	  	Marietta	  	GA	  	 	30062	  
	WH|BM	  	 	3055	  	  	Florida Mall	  	Florida M/Orlando FL3055	  	8001 S Orange Blossom Trl, Ste 1262	  	Orlando	  	FL	  	 	32809	  
	WH|BM	  	 	3056	  	  	WestShore Plaza	  	WestshorePlz/Tampa FL3056	  	283 Westshore Plaza, Ste C-7	  	Tampa	  	FL	  	 	33609	  
	WH|BM	  	 	3057	  	  	Country Club Plaza	  	CoCIPIz/KansasCity MO3057	  	606 W 48th St	  	Kansas City	  	MO	  	 	64112	  
	WH|BM	  	 	3058	  	  	Casa Paloma	  	CasaPaloma/Chandlr AZ3058	  	7131 W Ray Rd, Ste 33	  	Chandler	  	AZ	  	 	85226	  
	WH|BM	  	 	3059	  	  	The Westchester	  	Wstchstr/WhitePlns NY3059	  	125 Westchester Ave, Ste 2310	  	White Plains	  	NY	  	 	10601	  
	WH|BM	  	 	3060	  	  	Lincoln Road Shopping Center	  	Lincoln Rd/Miami FL3060	  	1106 Lincoln Rd, Ste C	  	Miami Beach	  	FL	  	 	33139	  
	WH|BM	  	 	3061	  	  	Mount Pleasant Towne Centre	  	Mt Pleasant T Ctr SC3061	  	1730 Towne Centre Way	  	Mount Pleasant	  	SC	  	 	29464	  
	WH|BM	  	 	3062	  	  	Mall of Georgia	  	Mall of GA/Buford GA3062	  	3333 Buford Dr, Ste 2027	  	Buford	  	GA	  	 	30519	  
	WH|BM	  	 	3063	  	  	Ala Moana Center	  	Ala Moana/Honolulu HI3063	  	1450 Ala Moana Blvd, Ste 3314	  	Honolulu	  	HI	  	 	96814	  
	WH|BM	  	 	3064	  	  	Saint Louis Galleria	  	St. Louis Galleria MO3064	  	1126 Saint Louis Galleria	  	Saint Louis	  	MO	  	 	63117	  
	WH|BM	  	 	3065	  	  	Cumberland Mall	  	CumberlandM/Atlanta GA 3065	  	1201 Cumberland Mall, Spc 120	  	Allanta	  	GA	  	 	30339	  
	WH|BM	  	 	3066	  	  	The Avenue of the Peninsula	  	PalosVerdes/RllngH CA3066	  	550 Deep Valley Dr, Ste 267	  	Rolling Hills Estates	  	CA	  	 	90274	  
	WH|BM	  	 	3067	  	  	Miracle Mile Shops	  	MirclMISh/LasVegas NV3067	  	3663 Las Vegas Blvd S, Ste 340	  	Las Vegas	  	NV	  	 	89109	  
	WH|BM	  	 	3068	  	  	Deer Park Town Center	  	Deer Park Town Ctr IL3068	  	20530 N Rand Rd, Ste 426	  	Deer Park	  	IL	  	 	60010	  
	WH|BM	  	 	3069	  	  	The Palladium at City Place	  	City Plc/WPalm Bch FL3069	  	550 S Rosemary Ave, Ste 148	  	West Palm Beach	  	FL	  	 	33401	  
	WH|BM	  	 	3070	  	  	The Shops at Wallea	  	Shops at Wailea HI3070	  	3750 Wailea Alanui Dr, Ste B-49	  	Wailea, Maui	  	HI	  	 	96753	  
	WH|BM	  	 	3071	  	  	Deerfield Square	  	Deerfield Square IL3071	  	720-E N Waukegan Rd, 3E	  	Deerfield	  	IL	  	 	60015	  
	WH|BM	  	 	3072	  	  	The Summit Birmingham	  	Summit/Birmingham AL3072	  	214 Summit Blvd, Ste 300	  	Birmingham	  	AL	  	 	35243	  
	WH|BM	  	 	3073	  	  	Plaza Las Américas	  	PIzLasAmer/HatoRey PR3073	  	525 Ave FD Roosevelt, Ste 406	  	Hato Rey	  	PR	  	 	00918	  
	WH|BM	  	 	3074	  	  	BayWalk Shopping Center	  	BaywIk/StPetersbrg FL3074	  	163 Second Ave N, Ste A-142	  	Saint Petersburg	  	FL	  	 	33701	  
	WH|BM	  	 	3075	  	  	The Shops at Canal Place	  	CanalPlce/NewOrlns LA3075	  	333 Canal Street, Suite 216	  	New Orleans	  	LA	  	 	70130	  
	WH|BM	  	 	3076	  	  	Preston Park Village	  	PrestnPkVlge/Plano TX3076	  	1900 Preston Rd, Ste 273	  	Plano	  	TX	  	 	75093	  
	WH|BM	  	 	3077	  	  	Festival at Woodholme Shopping C	  	Festv@Woodh/Baltmr MD3077	  	1809 Reisterstown Rd, Ste 109	  	Baltimore	  	MD	  	 	21208	  
	WH|BM	  	 	3078	  	  	Highland Village	  	HghlndVlge/Houston TX3078	  	4032 Westheimer St	  	Houston	  	TX	  	 	77027	  
	WH|BM	  	 	3079	  	  	The Shops at Somerset Square	  	Somerset/Glastnbry CT3079	  	150 Glastonbury Blvd, Bldg D	  	Glastonbury	  	CT	  	 	06033	  
	WH|BM	  	 	3081	  	  	The Promenade at Sagemore	  	Prom@Sagem/Marlton NJ3081	  	500 Route 73 S, Ste C-14	  	Marlton	  	NJ	  	 	08053	  
	WH|BM	  	 	3082	  	  	Aspen Grove	  	AspenGrove/Littltn CO3082	  	7301 S Santa Fe Dr, Ste 524	  	Littleton	  	CO	  	 	80120	  
	WH|BM	  	 	3083	  	  	Montgomery Village Shopping Cent	  	MntgmryV/SantaRosa CA3083	  	706 Village Ct	  	Santa Rosa	  	CA	  	 	95405	  
	WH|BM	  	 	3084	  	  	The Summit Louisville	  	Summit/Louisville KY3084	  	4266 Summit Plaza Dr, Ste C-10	  	Louisville	  	KY	  	 	40241	  
	WH|BM	  	 	3085	  	  	The Streets at Southpoint	  	Sts@S’point/Durham NC3085	  	6910 Fayetteville Rd, Ste 176	  	Durham	  	NC	  	 	27713	  
	WH|BM	  	 	3086	  	  	Alamo Quarry Market	  	AlamoQ/SanAntonio TX3086	  	255 E Basse Rd, Ste 910	  	San Antonio	  	TX	  	 	78209	  
	WH|BM	  	 	3087	  	  	Rookwood Commons	  	Rookwood C/Norwood OH3087	  	2651 Edmondson Rd	  	Norwood	  	OH	  	 	45209	  
	WH|BM	  	 	3088	  	  	Utica Square	  	UticaSquare/Tulsa OK3088	  	1840 Utica Square	  	Tulsa	  	OK	  	 	74114	  
	WH|BM	  	 	3089	  	  	Manhattan Village Shopping Center	  	MnhttnVlg/ManhnBch CA3089	  	3200 N Sepulveda Blvd, Ste E6	  	Manhattan Beach	  	CA	  	 	90266	  
	WH|BM	  	 	3090	  	  	Woodbury Common	  	Woodbury Common NY3090	  	8285 Jericho Turnpike	  	Woodbury	  	NY	  	 	11797	  
	WH|BM	  	 	3091	  	  	Mall of America	  	M ofAmer/Bloomngtn MN3091	  	148 South Avenue	  	Bloomington	  	MN	  	 	55425	  
	WH|BM	  	 	3092	  	  	Geneva Commons	  	Geneva Commons IL3092	  	1428 Commons Dr	  	Geneva	  	IL	  	 	60134	  
	WH|BM	  	 	3093	  	  	Eastwood Town Center	  	Eastwood TC/Lansing MI3093	  	2955 Preyde Blvd	  	Lansing	  	MI	  	 	48912	  
	WH|BM	  	 	3094	  	  	Village of Rochester Hills	  	VlgofRochesterHlls MI3094	  	346 N Adams Rd	  	Rochester Hills	  	MI	  	 	48309	  
	WH|BM	  	 	3095	  	  	Birkdale Village	  	BirkdleV/Hntersvle NC3095	  	16835 Birkdale Commons Pkwy, Ste A	  	Huntersville	  	NC	  	 	28078	  
	WH|BM	  	 	3096	  	  	University Park Village	  	UnivPrkVlg/FtWorth TX3096	  	1600 S University Dr, Ste 606	  	Fort Worth	  	TX	  	 	76107	  
	WH|BM	  	 	3097	  	  	Crabtree Valley Mall	  	CrbtreeVly/Raleigh NC3097	  	4325 Glenwood Ave, Ste 1085	  	Raleigh	  	NC	  	 	27612	  
	WH|BM	  	 	3098	  	  	The Promenade at Bonita Bay	  	Prmnade/Bonita Spg FL3098	  	26821 S Bay Dr, Ste 116	  	Bonita Springs	  	FL	  	 	34134	  
	WH|BM	  	 	3100	  	  	Whaler’s Village	  	WhalersVlg/Lahaina HI3100	  	2435 Kaanapall Pkwy, Bldg D-6	  	Lahaina	  	HI	  	 	96761	  
	WH|BM	  	 	3101	  	  	Market Fair	  	MarketFair/Princtn NJ3101	  	3535 US Route 1, Ste 163/165	  	Princeton	  	NJ	  	 	08540	  
	WH|BM	  	 	3102	  	  	The Fashion Show	  	FashnShwM/LasVegas NV3102	  	3200 Las Vegas Blvd S, Ste 1425	  	Las Vegas	  	NV	  	 	89109	  
	WH|BM	  	 	3103	  	  	Foothill Village	  	FthillVlg/SaltLakeUT3103	  	1330 Foothill Dr	  	Salt Lake City	  	UT	  	 	84108	  
	WH|BM	  	 	3104	  	  	Greenville Center	  	Greenville Center DE3104	  	3801 Kennett Pike, Ste E235	  	Greenville	  	DE	  	 	19807	  
	WH|BM	  	 	3105	  	  	Lakeside Shopping Center	  	LakesdeSC/Metairie LA3105	  	3301 Veterans Memorial Blvd, Ste 42	  	Metairie	  	LA	  	 	70002	  
	WH|BM	  	 	3106	  	  	Garden City Shopping Center	  	GardenCity/Cranstn RI3106	  	100 Midway Rd, #112	  	Cranston	  	RI	  	 	02920	  
	WH|BM	  	 	3107	  	  	The District at Monroeville	  	Monroeville Mall PA3107	  	200 Monroeville Mall, Ste B1	  	Monroeville	  	PA	  	 	15146	  
	WH|BM	  	 	3108	  	  	Worthington Square Mall	  	Worthington Mall OH3108	  	110 Worthington Square Mall	  	Worthington	  	OH	  	 	43085	  
	WH|BM	  	 	3109	  	  	Oak Park Mall	  	OakPrkM/OverlandPk KS3109	  	11227 W 95th St	  	Overland Park	  	KS	  	 	66214	  
	WH|BM	  	 	3110	  	  	Champions Forest Plaza	  	ChampnsFrst/Houstn TX3110	  	5446 FM 1960 West	  	Houston	  	TX	  	 	77069	  
	WH|BM	  	 	3111	  	  	Harbour Center	  	AnnapolisHarborCtr MD3111	  	2490 Solomons Island Rd	  	Annapolis	  	MD	  	 	21401	  
	WH|BM	  	 	3112	  	  	Memorial City Mall	  	Mem’ICityM/Houston TX3112	  	900 Gessner Rd, Ste 807	  	Houston	  	TX	  	 	77024	  
	WH|BM	  	 	3113	  	  	The Shops at Briargate	  	Briargate/Co Sprgs CO3113	  	1845 Briargate Pkwy, Ste 425	  	Colorado Springs	  	CO	  	 	80920	  


  

					
	Schedule 5.1(x)-1	  	WHBM	  	Page 11










																			
	 Brand
	  	Store #	 	  	 Location
	  	 Company Store Name
	  	 Address
	  	 City
	  	ST	  	ZIP	 
	WH|BM	  	 	3114	  	  	The Shoppes at Arbor Lakes	  	Shps@ArbrLk/MGrove MN3114	  	12277 Elm Creek Blvd	  	Maple Grove	  	MN	  	 	55369	  
	WH|BM	  	 	3115	  	  	Short Pump Town Center	  	ShortPump/Richmond VA3115	  	11800 W Broad St, Ste 2118	  	Richmond	  	VA	  	 	23233	  
	WH|BM	  	 	3116	  	  	Stony Point	  	Stony Pt/Richmond VA3116	  	9200 Stonypoint Pkwy, Ste 109	  	Richmond	  	VA	  	 	23235	  
	WH|BM	  	 	3117	  	  	The Avenue West Cobb	  	West Cobb/Marietta GA3117	  	3625 Dallas Hwy SW, Ste 610	  	Marietta	  	GA	  	 	30062	  
	WH|BM	  	 	3118	  	  	The Shoppes at Grand Prairie	  	GrndPrairie/Peoria IL3118	  	5201 W War Memorial Dr, Ste 247	  	Peoria	  	IL	  	 	61615	  
	WH|BM	  	 	3119	  	  	Danbury Fair Mall	  	Danbury Fair Mall CT3119	  	7 Backus Ave, Ste C-112	  	Danbury	  	CT	  	 	06810	  
	WH|BM	  	 	3120	  	  	The Forum at Carlsbad	  	Forum at Carlsbad CA3120	  	1911 Calle Barcelona, Ste 157	  	Carlsbad	  	CA	  	 	92009	  
	WH|BM	  	 	3121	  	  	Destin Commons	  	Destin Commons FL3121	  	4363 Legendary Dr, D104	  	Destin	  	FL	  	 	32541	  
	WH|BM	  	 	3122	  	  	The Shops at Clarkson Corner	  	ClrksnCnr/Chstrfld MO3122	  	1590 Clarkson Road, Ste 105	  	Chesterfield	  	MO	  	 	63017	  
	WH|BM	  	 	3123	  	  	The Shops on Lane Avenue	  	LaneAve/UArlington OH3123	  	1665 W Lane Ave	  	Upper Arlington	  	OH	  	 	43221	  
	WH|BM	  	 	3124	  	  	Corona Del Mar Plaza	  	CrnaDelMar/NwptBch CA3124	  	840 Avocado Ave	  	Newport Beach	  	CA	  	 	92660	  
	WH|BM	  	 	3125	  	  	Kierland Commons	  	KierlandC/Scttsdle AZ3125	  	15044 N Scottsdale Rd, Ste 150	  	Scottsdale	  	AZ	  	 	85254	  
	WH|BM	  	 	3126	  	  	The Forum on Peachtree Parkway	  	ForumPchtr/Norcrss GA3126	  	5135 Peachtree Pkwy, Ste 920	  	Norcross	  	GA	  	 	30092	  
	WH|BM	  	 	3127	  	  	North Point Village	  	NPointM/Alpharetta GA3127	  	1000 N Point Cir, Ste 2132	  	Alpharetta	  	GA	  	 	30022	  
	WH|BM	  	 	3128	  	  	Stonebriar Centre	  	StnbriarCtr/Frisco TX3128	  	2601 Preston Rd, Ste 2080	  	Frisco	  	TX	  	 	75034	  
	WH|BM	  	 	3129	  	  	Shops at Mission Viejo	  	Shops@Mission Viejo CA3129	  	836 The Shops at Mission Viejo	  	Mission Viejo	  	CA	  	 	92691	  
	WH|BM	  	 	3130	  	  	Houston Galleria	  	Houston Galleria TX3130	  	5135 W Alabama St, Ste 7070	  	Houston	  	TX	  	 	77056	  
	WH|BM	  	 	3131	  	  	Thoroughbred Village Shopping Ce	  	ThbredVllge/Frnkln TN3131	  	535 Cool Springs Blvd, Ste 110	  	Franklin	  	TN	  	 	37067	  
	WH|BM	  	 	3132	  	  	The District at Green Valley Ranch	  	GrnVlyRnch/LsVegas NV3132	  	2260 Village Walk Dr, Suite 118	  	Henderson	  	NV	  	 	89052	  
	WH|BM	  	 	3133	  	  	Mashpee Commons	  	Mashpee Commons MA3133	  	8 Market St, Bldg 7, Ste 106	  	Mashpee	  	MA	  	 	02649	  
	WH|BM	  	 	3134	  	  	The Village at Arrowhead	  	Vlg@Arrowhd/Glndle AZ3134	  	20004 N 67th Ave, Ste 506	  	Glendale	  	AZ	  	 	85308	  
	WH|BM	  	 	3135	  	  	Village Square at Dana Park	  	VlgSq@DanaPrk/Mesa AZ3135	  	1660 S Val Vista Dr, Ste 119	  	Mesa	  	AZ	  	 	85204	  
	WH|BM	  	 	3136	  	  	Bel Mar	  	Bel Mar/Lakewood CO3136	  	354 S Teller St	  	Lakewood	  	CO	  	 	80226	  
	WH|BM	  	 	3138	  	  	Spring Creek Plaza	  	SprCreekPlz/Edmond OK3138	  	1454 S Bryant Ave	  	Edmond	  	OK	  	 	73034	  
	WH|BM	  	 	3139	  	  	The Woodlands Mall	  	Woodlands Mall TX3139	  	1201 Lake Woodlands Dr, Ste 3014	  	The Woodlands	  	TX	  	 	77380	  
	WH|BM	  	 	3140	  	  	5265 East 2nd Street	  	2nd St/Long Beach CA3140	  	5265 East 2nd St.	  	Long Beach	  	CA	  	 	90803	  
	WH|BM	  	 	3141	  	  	Tysons Corner Center	  	TysonsCrnrC/McLean VA3141	  	8023L Tysons Corner Center, Ste A	  	McLean	  	VA	  	 	22102	  
	WH|BM	  	 	3142	  	  	Westfield Fashion Square	  	FashnSqM/ShermanOk CA3142	  	14006 Riverside Dr, Ste 73	  	Sherman Oaks	  	CA	  	 	91423	  
	WH|BM	  	 	3143	  	  	Barefoot Landing	  	BareftLndg/NMyrtle SC3143	  	4822 Hwy 17 S	  	North Myrtle Beach	  	SC	  	 	29582	  
	WH|BM	  	 	3144	  	  	Derby Street Shoppes	  	DrbyStShps/Hingham MA3144	  	92 Derby St, Ste 119	  	Hingham	  	MA	  	 	02043	  
	WH|BM	  	 	3145	  	  	The Shops at Saddle Creek	  	SaddleCr/Germntown TN3145	  	7615 W Farmington Blvd, Ste 19	  	Germantown	  	TN	  	 	38138	  
	WH|BM	  	 	3146	  	  	A Street Station	  	A StSta/LakeOswego OR3146	  	220 A Avenue, Ste 100	  	Lake Oswego	  	OR	  	 	97034	  
	WH|BM	  	 	3147	  	  	Bellevue Square	  	Bellevue Square WA3147	  	233 Bellevue Sq	  	Bellevue	  	WA	  	 	98004	  
	WH|BM	  	 	3148	  	  	The Mall at Green Hills	  	GreenHills/Nshvlle TN3148	  	2126 Abbott Martin Rd, Ste 276	  	Nashville	  	TN	  	 	37215	  
	WH|BM	  	 	3149	  	  	Legacy Village	  	LegacyVlg/Lyndhrst OH3149	  	25335 Cedar Road	  	Lyndhurst	  	OH	  	 	44124	  
	WH|BM	  	 	3150	  	  	Old Town Center	  	OldTwnCtr/LosGatos CA3150	  	50 University Ave, Ste D-220	  	Los Gatos	  	CA	  	 	95030	  
	WH|BM	  	 	3151	  	  	Fairfax Corner	  	Fairfax Corner VA3151	  	11945A Grand Commons Ave	  	Fairfax	  	VA	  	 	22030	  
	WH|BM	  	 	3152	  	  	Miromar Outlets	  	MiromarOutl/Estero FL3152	  	10801 Corkscrew Rd, Ste 413	  	Estero	  	FL	  	 	33928	  
	WH|BM	  	 	3153	  	  	180 Clayton Lane	  	ClaytonLane/Denver CO3153	  	180 Clayton Lane	  	Denver	  	CO	  	 	80206	  
	WH|BM	  	 	3154	  	  	Jordan Creek Town Center	  	JrdnCrkTC/WDesMoin IA3154	  	101 Jordan Creek Pkwy, Ste 11310	  	West Des Moines	  	IA	  	 	50266	  
	WH|BM	  	 	3155	  	  	The Quarter at Tropicana	  	Qrtr@Trpcna/AtlCty NJ3155	  	2801 Pacific Ave, Ste 210A	  	Atlantic City	  	NJ	  	 	08401	  
	WH|BM	  	 	3156	  	  	Wheaton Town Square	  	Wheaton Town Sq IL3156	  	81 Town Square	  	Wheaton	  	IL	  	 	60189	  
	WH|BM	  	 	3157	  	  	Barton Creek Square	  	BartonCrkSq/Austin TX3157	  	2901 S Capital of Texas Hwy, Ste R09A	  	Austin	  	TX	  	 	78746	  
	WH|BM	  	 	3159	  	  	Shoppes at Bellemead	  	Shps@Bllmd/Shrvprt LA3159	  	6535 Youree Dr, 106	  	Shreveport	  	LA	  	 	71105	  
	WH|BM	  	 	3160	  	  	Inwood Village	  	InwoodVllge/Dallas TX3160	  	5350 W Lovers Lane, Ste 122	  	Dallas	  	TX	  	 	75209	  
	WH|BM	  	 	3161	  	  	Commons at Calabasas	  	Commons@Calabasas CA3161	  	4719 Commons Way, Ste K	  	Calabasas	  	CA	  	 	91302	  
	WH|BM	  	 	3162	  	  	Las Vegas Premium Outlets	  	LasVegasPremOutlet NV3162	  	875 S Grand Central Pkwy, Ste 1636	  	Las Vegas	  	NV	  	 	89106	  
	WH|BM	  	 	3163	  	  	Paradise at Seminole Hard Rock	  	Pardis@SHRC/Hllywd FL3163	  	5770 Seminole Way	  	Fort Lauderdale	  	FL	  	 	33314	  
	WH|BM	  	 	3164	  	  	Main Street Promenade	  	MnStProm/Napervlle IL3164	  	55 S Main St, Ste 159	  	Naperville	  	IL	  	 	60540	  
	WH|BM	  	 	3165	  	  	Phipps Plaza	  	Phipps Plz/Atlanta GA3165	  	3500 Peachtree Rd NE, Ste A19	  	Atlanta	  	GA	  	 	30326	  
	WH|BM	  	 	3166	  	  	Clay Terrace	  	ClayTerrace/Carmel IN3166	  	14390 Clay Terrace Blvd, Ste 130	  	Carmel	  	IN	  	 	46032	  
	WH|BM	  	 	3167	  	  	Easton Town Center	  	Easton TC/Columbus OH3167	  	3953 Easton Sq PI W, Ste 107	  	Columbus	  	OH	  	 	43219	  
	WH|BM	  	 	3168	  	  	Riverchase Galleria	  	RivrchsGall/Hoover AL3168	  	2000 Riverchase Galleria, Ste 125	  	Hoover	  	AL	  	 	35244	  
	WH|BM	  	 	3169	  	  	Westfield Valley Fair	  	VllyFair/SantaClra CA3169	  	2855 Stevens Creek Blvd, Ste 1111	  	Santa Clara	  	CA	  	 	95050	  
	WH|BM	  	 	3170	  	  	The Shops at Evergreen Walk	  	EvrgrnWlk/SthWndsr CT3170	  	201 Evergreen Way, Ste 225	  	South Windsor	  	CT	  	 	06074	  
	WH|BM	  	 	3171	  	  	The Village at Alderwood	  	Vlg@Alderwd/Lynnwd WA3171	  	3000 184th St SW, Ste 936	  	Lynnwood	  	WA	  	 	98037	  
	WH|BM	  	 	3172	  	  	The Shoppes at Farmington Valley	  	Sh@FrmgtnVI/Canton CT3172	  	110 Albany Turnpike, Ste 900	  	Canton	  	CT	  	 	06019	  
	WH|BM	  	 	3173	  	  	The Shops at Bell Tower	  	BellTower/Ft Myers FL3173	  	13499 US 41 SE, Ste 127	  	Fort Myers	  	FL	  	 	33907	  
	WH|BM	  	 	3175	  	  	North Towne Plaza Shopping	  	NoTwnPlz/Albuqrque NM3175	  	5901 Wyoming Blvd NE, Ste P-1	  	Albuquerque	  	NM	  	 	87109	  
	WH|BM	  	 	3176	  	  	Woodbury Lakes	  	Woodbury Lakes MN3176	  	9040 Hudson Rd, Ste 210	  	Woodbury Lakes	  	MN	  	 	55125	  
	WH|BM	  	 	3177	  	  	Victoria Gardens	  	VctrGdn/RnchoCcmng CA3177	  	12526 S Mainstreet, Ste 1725	  	Rancho Cucamonga	  	CA	  	 	91739	  
	WH|BM	  	 	3178	  	  	La Encantada	  	LaEncantada/Tucson AZ3178	  	2905 E Skyline Dr, Ste 190	  	Tucson	  	AZ	  	 	85718	  
	WH|BM	  	 	3179	  	  	Preston Oaks Center	  	PrstnOaksCtr/Dllas TX3179	  	10720 Preston Rd, Ste 1100	  	Dallas	  	TX	  	 	75230	  
	WH|BM	  	 	3180	  	  	Village Pointe	  	VillagePoint/Omaha NE3180	  	17170 Davenport St, Ste 100	  	Omaha	  	NE	  	 	68118	  
	WH|BM	  	 	3181	  	  	Towne Center at Cedar Lodge	  	TC@CdrLdg/BtnRouge LA3181	  	7519 Corporate Blvd, Ste 330, Bdg C	  	Baton Rouge	  	LA	  	 	70809	  
	WH|BM	  	 	3182	  	  	The Trails Shopping Center	  	TrailsSC/OrmondBch FL3182	  	280 N Nova Rd	  	Ormond Beach	  	FL	  	 	32174	  
	WH|BM	  	 	3183	  	  	Louisiana Boardwalk	  	LBrdwlk/BossierCty LA3183	  	344 Boardwalk Blvd	  	Bossier City	  	LA	  	 	71111	  
	WH|BM	  	 	3184	  	  	Greenway Station	  	GrnwaySt/Middleton WI3184	  	1621 Deming Way, Ste 106	  	Middleton	  	WI	  	 	53562	  
	WH|BM	  	 	3185	  	  	Algonquin Commons	  	Algonquin Commons IL3185	  	1972 S Randall Rd	  	Algonquin	  	IL	  	 	60102	  
	WH|BM	  	 	3186	  	  	The Streets of Tanasboume	  	StsofTnsbrn/Hisbro OR3186	  	2035 NWAllie Ave, 110	  	Hillsboro	  	OR	  	 	97124	  
	WH|BM	  	 	3187	  	  	Natick Collection	  	Natick Mall MA3187	  	1245 Worcester St, Ste 1136	  	Natick	  	MA	  	 	01760	  
	WH|BM	  	 	3188	  	  	Pacific Place	  	PacficPlce/Seattle WA3188	  	600 Pine St, Ste 301	  	Seattle	  	WA	  	 	98101	  
	WH|BM	  	 	3189	  	  	Baybrook Mall	  	Baybrook M/Houston TX3189	  	116 Baybrook Mall	  	Friendswood	  	TX	  	 	77546	  
	WH|BM	  	 	3190	  	  	Suburban Square	  	SuburbanSq/Ardmore PA3190	  	60 Coulter Ave	  	Ardmore	  	PA	  	 	19003	  
	WH|BM	  	 	3191	  	  	Arundel Mills	  	ArndlMills/Hanover MD3191	  	7000 Arundel Mills Cir, Sp. 458	  	Hanover	  	MD	  	 	21076	  
	WH|BM	  	 	3192	  	  	Deerfield Towne Center	  	Deerfield TC/Mason OH3192	  	5565 Deerfield Blvd, Ste 3060	  	Mason	  	OH	  	 	45040	  
	WH|BM	  	 	3193	  	  	Crocker Park Shopping Center	  	CrockerPrk/Wstlake OH3193	  	197 Main St	  	Westlake	  	OH	  	 	44145	  
	WH|BM	  	 	3194	  	  	St Johns Town Center	  	StJohnsTC/Jacksnvl FL3194	  	4813 River City Dr, Ste 119	  	Jacksonville	  	FL	  	 	32246	  
	WH|BM	  	 	3195	  	  	Melbourne Square Mall	  	Melbourne Square FL3195	  	1700 W Haven Ave, Ste 761A	  	Melbourne	  	FL	  	 	32904	  
	WH|BM	  	 	3196	  	  	Chandler Fashion Center	  	ChandlerFashionCtr AZ3196	  	3111 W Chandler Blvd, Ste 2060	  	Chandler	  	AZ	  	 	85226	  
	WH|BM	  	 	3197	  	  	Prime Outlets at San Marcos	  	PrmOutl San Marcos TX3197	  	3939 S IH 35, Ste 1235	  	San Marcos	  	TX	  	 	78666	  
	WH|BM	  	 	3198	  	  	Penn Square Mall	  	PennSqM/OklaCity OK3198	  	1901 NW Expressway, Ste 1043B	  	Oklahoma City	  	OK	  	 	73118	  
	WH|BM	  	 	3199	  	  	Palisades Center	  	PalisdesCtr WNyack NY3199	  	1000 Palisades Center Dr, Ste B-116	  	West Nyack	  	NY	  	 	10994	  
	WH|BM	  	 	3200	  	  	Westfield West County	  	WCountyCt/DesPeres MO3200	  	44 West County Center, #1160	  	Des Peres	  	MO	  	 	63131	  
	WH|BM	  	 	3201	  	  	Firewheel Town Center	  	FirewheelTC/Garlnd TX3201	  	485 Coneflower Dr, Spc B15	  	Garland	  	TX	  	 	75040	  
	WH|BM
	  	 	3202	  	  	The Lakes at Thousand Oaks	  	Lakes@ThousandOaks CA3202	  	2200 Thous Oaks Blvd, Ste. 100	  	Thousand Oaks	  	CA	  	 	91362	  
	WH|BM	  	 	3203	  	  	Westview Promenade	  	Wview Prom/Fredrck MD3203	  	5249 Buckeystown Plke	  	Frederick	  	MD	  	 	21703	  
	WH|BM	  	 	3204	  	  	Abercom Walk	  	AbrcmWlk/Savannah GA3204	  	5525 Abercorn St, Ste 140	  	Savannah	  	GA	  	 	31405	  


  

					
	Schedule 5.1(x)-1	  	WHBM	  	Page 12










																			
	 Brand
	  	Store #	 	  	 Location
	  	 Company Store Name
	  	 Address
	  	 City
	  	ST	  	ZIP	 
	WH|BM	  	 	3205	  	  	Waterside Marina	  	MrinaWtrs/MrinaDR CA3205	  	4726 Admiralty Way, Spc B1	  	Marina del Rey	  	CA	  	 	90292	  
	WH|BM	  	 	3206	  	  	The Shoppes at Susquehanna Marl	  	SusqhnaMktp/Hrsbrg PA3206	  	2587 Brindle Dr	  	Harrisburg	  	PA	  	 	17110	  
	WH|BM	  	 	3207	  	  	Waterside Shops at Pelican Bay	  	Waterside/Naples FL3207	  	5485 Tamiami Trail N, Ste 9	  	Naples	  	FL	  	 	34108	  
	WH|BM	  	 	3208	  	  	The Avenue Carriage Crossing	  	AvCrgCrsg/Coliervl TN3208	  	4610 Merchants Park Cir, Ste 54	  	Collierville	  	TN	  	 	38017	  
	WH|BM	  	 	3209	  	  	Hunt Valley Towne Center	  	Hunt Valley TC MD3209	  	116 Shawan Rd, Ste 2	  	Hunt Valley	  	MD	  	 	21030	  
	WH|BM	  	 	3210	  	  	Orland Park Crossing	  	Orland Park Crssng IL3210	  	14215 S La Grange Rd, Ste 122	  	Orland Park	  	IL	  	 	60462	  
	WH|BM	  	 	3211	  	  	The Shops at La Cantera	  	LaCntera/SnAntonio TX3211	  	15900 La Cantera Pkwy, Bldg 11	  	San Antonio	  	TX	  	 	78256	  
	WH|BM	  	 	3212	  	  	Irvine Spectrum Center	  	Irvine SpectrumCtr CA3212	  	85 Fortune Dr, Ste 321	  	Irvine	  	CA	  	 	92618	  
	WH|BM	  	 	3213	  	  	Arden Fair	  	ArdnFair/Sacramnto CA3213	  	1689 Arden Way, Ste 1126	  	Sacramento	  	CA	  	 	95815	  
	WH|BM	  	 	3214	  	  	Atlantic Station	  	AtlanticSt/Atlanta GA3214	  	265 18th St, Ste 4170	  	Atlanta	  	GA	  	 	30363	  
	WH|BM	  	 	3215	  	  	NorthPark Center	  	NorthPrkCtr/Dallas TX3215	  	8687 N Central Expressway, Ste 1124	  	Dallas	  	TX	  	 	75225	  
	WH|BM	  	 	3216	  	  	Woodburn Company Stores	  	Woodbum Co Stores OR3216	  	1001 N Arney Rd, Ste 802	  	Woodburn	  	OR	  	 	97071	  
	WH|BM	  	 	3217	  	  	The Summit Sierra	  	Summit Sierra/Reno NV3217	  	13945 S Virginia St, Ste 608	  	Reno	  	NV	  	 	89511	  
	WH|BM	  	 	3218	  	  	Oakbrook Center	  	Oakbrook Center IL3218	  	74 Oakbrook Center	  	Oak Brook	  	IL	  	 	60523	  
	WH|BM	  	 	3219	  	  	Washington Square	  	Washington Sq/Tigard OR3219	  	9336 SW Washington Square Rd	  	Tigard	  	OR	  	 	97223	  
	WH|BM	  	 	3220	  	  	Bridgeport Village	  	BridgprtVlg/Tigard OR3220	  	7349 SW Bridgeport Rd	  	Tigard	  	OR	  	 	97224	  
	WH|BM	  	 	3221	  	  	The Shops at Hamburg Village	  	HambrgVlg/Lexingtn KY3221	  	2304 Sir Barton Way, Ste 160	  	Lexington	  	KY	  	 	40509	  
	WH|BM	  	 	3222	  	  	136 5th Avenue	  	FlatironDst/NewYrk NY3222	  	136 Fifth Ave	  	New York	  	NY	  	 	10011	  
	WH|BM	  	 	3223	  	  	Pier at Caesar’s	  	Pier@Cesrs/AtlCity NJ3223	  	1 Atlantic Ocean, Unit 1230	  	Atlantic City	  	NJ	  	 	08401	  
	WH|BM	  	 	3224	  	  	Crestview Hills Town Center	  	Crestview Hills TC KY3224	  	2840 Town Center Blvd	  	Crestview Hills	  	KY	  	 	41017	  
	WH|BM	  	 	3225	  	  	Prime Outlets Queenstown	  	PrimOut Queenstown MD3225	  	105 Outlet Center Dr, Ste F060	  	Queenstown	  	MD	  	 	21658	  
	WH|BM	  	 	3226	  	  	Water Tower Place	  	WaterTower/Chicago IL3226	  	835 N Michigan Ave, Ste 306	  	Chicago	  	IL	  	 	60611	  
	WH|BM	  	 	3227	  	  	Midtowne Shopping Center	  	MdtwnSC/LittleRock AR3227	  	201 N University Ave, Ste 190	  	Little Rock	  	AR	  	 	72205	  
	WH|BM	  	 	3228	  	  	Redmond Town Center	  	Redmond Town Ctr WA3228	  	16417 NE 74th St	  	Redmond	  	WA	  	 	98052	  
	WH|BM	  	 	3229	  	  	City Place at the Promenade	  	CityPlce/Edgewater NJ3229	  	66 The Promenade, Suite C4A	  	Edgewater	  	NJ	  	 	07020	  
	WH|BM	  	 	3230	  	  	The Shops at Atlas Park	  	Shps@AtlsPk/Glndle NY3230	  	7103 80th St, Spc 7-104	  	Glendale	  	NY	  	 	11385	  
	WH|BM	  	 	3231	  	  	Simi Valley Town Center	  	Simi Valley TC CA3231	  	1555 Simi Valley Town Center Way, Ste 160	  	Simi Valley	  	CA	  	 	93065	  
	WH|BM	  	 	3232	  	  	Tanger Outlet Center	  	RivieraOutlt/Foley AL3232	  	2601 S McKenzie St, Ste W7	  	Foley	  	AL	  	 	36535	  
	WH|BM	  	 	3233	  	  	The Promenade Shops at Dos	  	DosLagosCtr/Corona CA3233	  	2780 Cabot Dr, Ste 5-155	  	Corona	  	CA	  	 	92883	  
	WH|BM	  	 	3234	  	  	Southlake Town Square	  	Southlake Town Sq TX3234	  	303 Grand Ave E	  	Southlake	  	TX	  	 	76092	  
	WH|BM	  	 	3235	  	  	Prime Outlets Jeffersonville	  	PrmOut Jeffersnvll OH3235	  	8565 Factory Shops Blvd	  	Jeffersonville	  	OH	  	 	43218	  
	WH|BM	  	 	3236	  	  	Streets of Chester	  	Streets of Chester NJ3236	  	450 US Highway 206 S	  	Chester	  	NJ	  	 	07930	  
	WH|BM	  	 	3237	  	  	North Georgia Premium Outlets	  	N GA PrmOut/Dwsnvl GA3237	  	800 Hwy 400 S, Ste 440	  	Dawsonville	  	GA	  	 	30534	  
	WH|BM	  	 	3238	  	  	Southside Works	  	SouthsdWks/Pttsbrg PA3238	  	2724 Sidney St	  	Pittsburgh	  	PA	  	 	15203	  
	WH|BM	  	 	3239	  	  	Branson Landing	  	Branson Landing MO3239	  	911 Branson Landing Blvd	  	Branson	  	MO	  	 	65616	  
	WH|BM	  	 	3240	  	  	Southcenter	  	Southcentr/Seattle WA3240	  	656 Southcenter Mall, Spc 1130	  	Tukwila	  	WA	  	 	98188	  
	WH|BM	  	 	3241	  	  	Northbrook Court	  	Northbrook Court IL3241	  	2200 Northbrook Ct	  	Northbrook	  	IL	  	 	60062	  
	WH|BM	  	 	3242	  	  	La Plaza Mall	  	La Plaza/McAllen TX3242	  	2200 South 10th St, Ste H08	  	McAllen	  	TX	  	 	78503	  
	WH|BM	  	 	3243	  	  	BoDo	  	BoDo/Boise ID3243	  	836 W Broad St	  	Boise	  	ID	  	 	83702	  
	WH|BM	  	 	3244	  	  	The Village at Corte Madera	  	Villge@CorteMadera CA3244	  	1518 Redwood Hwy	  	Corte Madera	  	CA	  	 	94925	  
	WH|BM	  	 	3246	  	  	Mayfaire Towne Centre	  	MayfaireTC/Wlmngtn NC3246	  	872 Inspiration Dr	  	Wilmington	  	NC	  	 	28405	  
	WH|BM	  	 	3247	  	  	Willowbrook Mall	  	Willowbrk Ml/Wayne NJ3247	  	1100 Willowbrook Mall	  	Wayne	  	NJ	  	 	07470	  
	WH|BM	  	 	3248	  	  	Miami International	  	Miami Intrnl/Doral FL3248	  	1455 NW 107th Ave, Ste 350A	  	Doral	  	FL	  	 	33172	  
	WH|BM	  	 	3249	  	  	Twenty Ninth Street	  	29th Street/Boulder CO3249	  	1805 29th Street	  	Boulder	  	CO	  	 	80301	  
	WH|BM	  	 	3250	  	  	Southlands	  	Southlands/Aurora CO3250	  	6200 S Main St, Unit J102	  	Aurora	  	CO	  	 	80016	  
	WH|BM	  	 	3251	  	  	Pinnacle Hills Promenade	  	PnnclHlsPrm/Rogers AR3251	  	2203 South Promenade Blvd, Ste 9100	  	Rogers	  	AR	  	 	72758	  
	WH|BM	  	 	3252	  	  	Ridgedale Center	  	RidgdlC/Minnetonka MN3252	  	12721 Wayzata Blvd.	  	Minnetonka	  	MN	  	 	55305	  
	WH|BM	  	 	3253	  	  	Wrentham Village Premium Outlets	  	Wrentham VlgPrmOut MA3253	  	1 Premium Outlets Blvd, 480	  	Wrentham	  	MA	  	 	02093	  
	WH|BM	  	 	3254	  	  	Blakeney	  	Blakeney/Charlotte NC3254	  	9852 Rea Rd, Ste G	  	Charlotte	  	NC	  	 	28277	  
	WH|BM	  	 	3255	  	  	ABQ Uptown	  	ABQUptown/Albuqurq NM3255	  	2241 Q Street NE, Ste 7E	  	Albuquerque	  	NM	  	 	87110	  
	WH|BM	  	 	3256	  	  	The Greene	  	The Greene/Dayton OH3256	  	94 Plum St	  	Dayton	  	OH	  	 	45440	  
	WH|BM	  	 	3257	  	  	The Avenue Webb Gin	  	AveWbGn/Snellville GA3257	  	1350 Scenic Hwy, Ste 312	  	Snellville	  	GA	  	 	30078	  
	WH|BM	  	 	3258	  	  	The Shops at Riverside	  	RiversideM/Hcknsck NJ3258	  	259 Riverside Sq	  	Hackensack	  	NJ	  	 	07601	  
	WH|BM	  	 	3259	  	  	The Shops at Coconut Point	  	Sh@CocontPt/Estero FL3259	  	23161 Fashion Dr, Ste 105	  	Estero	  	FL	  	 	33928	  
	WH|BM	  	 	3260	  	  	Birch Street Promenade	  	Birch St Prom/Brea CA3260	  	110 W Birch St, Unit B-6	  	Brea	  	CA	  	 	92821	  
	WH|BM	  	 	3261	  	  	Battlefield Mall	  	BattlfldM/Sprngfld MO3261	  	2825 S Glenstone Ave, Ste H10	  	Springfield	  	MO	  	 	65804	  
	WH|BM	  	 	3262	  	  	Prime Outlets at Pleasant Prairie	  	Pleasant Prairie O WI3262	  	11601 108th St, Ste 585	  	Pleasant Prairie	  	WI	  	 	53158	  
	WH|BM	  	 	3263	  	  	Prime Outlets at Ellenton	  	PrimeOutl@Ellenton FL3263	  	5621 Factory Shops Blvd, Ste B425	  	Ellenton	  	FL	  	 	34222	  
	WH|BM	  	 	3264	  	  	First Colony Mall	  	1stColonyM/Sgrland TX3264	  	16535 Southwest Freeway, Ste 4004	  	Sugar Land	  	TX	  	 	77479	  
	WH|BM	  	 	3265	  	  	Shadyside	  	Shadysd/Pittsburgh PA3265	  	5533 Walnut St	  	Pittsburgh	  	PA	  	 	15232	  
	WH|BM	  	 	3266	  	  	Town Center at Otay Ranch	  	OtayRnch/ChulaVsta CA3266	  	2015 Birch Rd, Ste 901	  	Chula Vista	  	CA	  	 	91913	  
	WH|BM	  	 	3267	  	  	The Shops at Friendly Center	  	FrndlyCtr/Grnsboro NC3267	  	3326 W Friendly Ave, Ste 110	  	Greensboro	  	NC	  	 	27408	  
	WH|BM	  	 	3268	  	  	Green Oak Village Place	  	GrnOakVIPI/Brightn MI3268	  	9650 Village Place Blvd	  	Brighton	  	MI	  	 	48116	  
	WH|BM	  	 	3269	  	  	The Village at Bridgewater Common	  	Vlg@Bridgewtr Cmns NJ3269	  	620 Commons Way, Ste 4180	  	Bridgewater	  	NJ	  	 	08807	  
	WH|BM	  	 	3270	  	  	Round Rock Premium Outlet	  	RndRckPrem/RndRock TX3270	  	4401 N IH-35, Ste 573	  	Round Rock	  	TX	  	 	78664	  
	WH|BM	  	 	3271	  	  	Fox River Mall	  	FoxRiverM/Appleton WI3271	  	4301 W Wisconsin Ave, Ste 123	  	Appleton	  	WI	  	 	54913	  
	WH|BM	  	 	3272	  	  	Fig Garden Village	  	FigGardnVlg/Fresno CA3272	  	714 W Shaw Ave	  	Fresno	  	CA	  	 	93704	  
	WH|BM	  	 	3274	  	  	LaCenterra at Cinco Ranch	  	LaCntra@CncoR/Katy TX3274	  	23501 Cinco Ranch Blvd, Ste G100	  	Katy	  	TX	  	 	77494	  
	WH|BM	  	 	3275	  	  	Regency Court	  	RegencyCt/Omaha NE3275	  	120 Regency Pkwy, Ste 154	  	Omaha	  	NE	  	 	68114	  
	WH|BM	  	 	3276	  	  	Yacht Haven Grande	  	YachtHvnG/StThomas VI3276	  	5316 Yacht Haven Grande, Ste 116	  	Saint Thomas	  	VI	  	 	00802	  
	WH|BM	  	 	3277	  	  	River Park Square	  	RiverPrkSq/Spokane WA3277	  	808 W Main Ave, Ste 104	  	Spokane	  	WA	  	 	99201	  
	WH|BM	  	 	3278	  	  	Mall at Millenia	  	Mllf@Mllnia/Orlando FL3278	  	4200 Conroy Rd, Ste 230	  	Orlando	  	FL	  	 	32839	  
	WH|BM	  	 	3279	  	  	Westfield Topanga	  	Topnga/Canoga Park CA3279	  	6600 Topanga Canyon Blvd, Unit 1076	  	Canoga Park	  	CA	  	 	91303	  
	WH|BM	  	 	3280	  	  	Mayfair Mall	  	MayfairM/Wauwatosa WI3280	  	2500 N Mayfair Rd, Spc 030	  	Wauwatosa	  	WI	  	 	53226	  
	WH|BM	  	 	3281	  	  	Altamonte Mall	  	Altamonte Springs FL3281	  	451 E Altamonte Dr, Ste 2341	  	Altamonte Springs	  	FL	  	 	32701	  
	WH|BM	  	 	3282	  	  	Laurel Park Place	  	LaurelPkPI/Livonia MI3282	  	37558 West 6 Mile Rd	  	Livonia	  	MI	  	 	48152	  
	WH|BM	  	 	3283	  	  	Bayshore Town Center	  	Bayshore/Glendale WI3283	  	5683 N Centerpark Way	  	Glendale	  	WI	  	 	53217	  
	WH|BM	  	 	3284	  	  	The Heritage Courtyard at Oakway	  	HeritgeCtyd/Eugene OR3284	  	2 Oakway Center	  	Eugene	  	OR	  	 	97401	  
	WH|BM	  	 	3285	  	  	Fashion Place	  	Fashion Plc/Murray UT3285	  	6191 S State St, Ste 217	  	Murray	  	UT	  	 	84107	  
	WH|BM	  	 	3286	  	  	The Oaks Mall	  	Oaks M/Gainesville FL3286	  	6287 Newberry Rd, F-1	  	Gainesville	  	FL	  	 	32605	  
	WH|BM	  	 	3287	  	  	Westfield Valencia Town Center	  	Valencia Town Ctr CA3287	  	24251 Town Center Dr, Ste 135	  	Valencia	  	CA	  	 	91355	  
	WH|BM	  	 	3288	  	  	Stonestown Galleria	  	Stonestwn/SnFrnsco CA3288	  	3251 20th Ave, Ste 227	  	San Francisco	  	CA	  	 	94132	  
	WH|BM	  	 	3289	  	  	Eastview Mall	  	EastviewMll/Victor NY3289	  	168 Eastview Mall	  	Victor	  	NY	  	 	14564	  
	WH|BM	  	 	3290	  	  	Lincolnshire Commons	  	Lincolnshire Commons IL3290	  	970 Milwaukee Ave, Ste G	  	Lincolnshire	  	IL	  	 	60069	  
	WH|BM	  	 	3291	  	  	206 East Broad Street	  	Broad St/Westfield NJ3291	  	206 East Broad St	  	Westfield	  	NJ	  	 	07090	  
	WH|BM	  	 	3292	  	  	The Promenade Shops at Centerra	  	Sh@Centera/Lovelnd CO3292	  	5943 Sky Pond Dr, Unit 178	  	Loveland	  	CO	  	 	80538	  
	WH|BM	  	 	3293	  	  	The Avenue Peachtree City	  	Ave Peachtree City GA3293	  	254 City Cir, Ste 1220	  	Peachtree City	  	GA	  	 	30269	  
	WH|BM	  	 	3294	  	  	Smith Haven Mall	  	SmithHavnM/LkGrove NY3294	  	634 Smith Haven Mall, R-05	  	Lake Grove	  	NY	  	 	11755	  


  

					
	Schedule 5.1 (x)-1	  	WHBM	  	Page 13










																			
	 Brand
	  	Store #	 	  	 Location
	  	 Company Store Name
	  	 Address
	  	 City
	  	ST	  	ZIP	 
	WH|BM	  	 	3295	  	  	The Falls Shopping Center	  	Miami Falls SC FL3295	  	8888 SW 136th St, Ste 308	  	Miami	  	FL	  	 	33176	  
	WH|BM	  	 	3296	  	  	Westfield Brandon	  	Brandon Town Center FL3296	  	872 Brandon Town Center	  	Brandon	  	FL	  	 	33511	  
	WH|BM	  	 	3297	  	  	The Mall in Columbia	  	Mall in Columbia MD3297	  	10300 Little Patuxent Pkwy, Ste 2730	  	Columbia	  	MD	  	 	21044	  
	WH|BM	  	 	3299	  	  	Valley Square Shopping Center	  	VallySq/Warrington PA3299	  	1558 Main St, Bldg 6, Suite 605	  	Warrington	  	PA	  	 	18976	  
	WH|BM	  	 	3300	  	  	The Outlets at Hershey	  	Outlets at Hershey PA3300	  	58 Outlet Sq	  	Hershey	  	PA	  	 	17033	  
	WH|BM	  	 	3301	  	  	The Orchard	  	Orchard Park NY3301	  	4005 N Buffalo Rd, Ste 300	  	Orchard Park	  	NY	  	 	14127	  
	WH|BM	  	 	3302	  	  	Shops at Highland Village	  	Sh@HighlandVillage TX3302	  	1501 Cottonwood Creek, Ste 160	  	Highland Village	  	TX	  	 	75077	  
	WH|BM	  	 	3303	  	  	Village at Stone Oak	  	VI@StnOak/SnAntnio TX3303	  	22714 US Hwy 281 N, Ste 101	  	San Antonio	  	TX	  	 	78258	  
	WH|BM	  	 	3304	  	  	Heritage Square	  	HeritageSq/Granger IN3304	  	7220 Heritage Square Dr, Ste 565	  	Granger	  	IN	  	 	46530	  
	WH|BM	  	 	3305	  	  	The Shops at Pembroke Gardens	  	Sh@PmbrkG/PmbrkPns FL3305	  	428 SW 145th Ter	  	Pembroke Pines	  	FL	  	 	33027	  
	WH|BM	  	 	3306	  	  	Bridge Street Town Centre	  	BrdgStTC/Huntsvill AL3306	  	320 The Bridge St, Ste 124	  	Huntsville	  	AL	  	 	35806	  
	WH|BM	  	 	3307	  	  	Hill Country Galleria	  	HillCntryG/BeeCave TX3307	  	12821 Hill Country Blvd, Ste C2-105	  	Bee Cave	  	TX	  	 	78738	  
	WH|BM	  	 	3308	  	  	San Tan Village	  	SanTanVlge/Gilbert AZ3308	  	2168 E Williams Field Rd, Bldg 8 Ste 109	  	Gilbert	  	AZ	  	 	85295	  
	WH|BM	  	 	3309	  	  	The Shoppes at Old Bridge	  	Shops @ Old Bridge NJ3309	  	3873 US Hwy 9, Spc R	  	Old Bridge	  	NJ	  	 	08857	  
	WH|BM	  	 	3310	  	  	Queens Center	  	QueensCtr/Elmhurst NY3310	  	90-15 Queens Blvd, 1061	  	Elmhurst	  	NY	  	 	11373	  
	WH|BM	  	 	3311	  	  	Blackhawk Plaza	  	BlackhwkPlz/Danvll CA3311	  	3416 Blackhawk Plaza Cir	  	Danville	  	CA	  	 	94506	  
	WH|BM	  	 	3312	  	  	Cambridgeside Galleria	  	CmbrdgSdG/Cambrdge MA3312	  	100 Cambridgeside Pl, E308	  	Cambridge	  	MA	  	 	02141	  
	WH|BM	  	 	3313	  	  	New Town Shops on Main	  	NewTwnSh/Willmsbrg VA3313	  	5110 Main St	  	Williamsburg	  	VA	  	 	23188	  
	WH|BM	  	 	3314	  	  	Lehigh Valley Mall	  	LehiVlly/Whitehall PA3314	  	935 Lehigh Lifestyle Center	  	Whitehall	  	PA	  	 	18052	  
	WH|BM	  	 	3315	  	  	Shoppes of Burr Ridge	  	Burr Ridge VillCtr IL3315	  	575 Village Center Dr	  	Burr Ridge	  	IL	  	 	60527	  
	WH|BM	  	 	3316	  	  	Town Square Las Vegas	  	Town Sq/Las Vegas NV3316	  	6671 Las Vegas Blvd S, Ste 115 Bldg D	  	Las Vegas	  	NV	  	 	89119	  
	WH|BM	  	 	3317	  	  	The Streets of Cranberry	  	Sts of Cranberry PA3317	  	20412 Route 19, Ste 320	  	Cranberry Township	  	PA	  	 	16066	  
	WH|BM	  	 	3318	  	  	Perkins Rowe	  	PrknsRw/BatonRouge LA3318	  	10155 Perkins Rowe, Ste 190	  	Baton Rouge	  	LA	  	 	70810	  
	WH|BM	  	 	3319	  	  	Mall St. Matthews	  	MStMthws/Louisvlle KY3319	  	5000 Shelbyville Rd, Ste 1245	  	Louisville	  	KY	  	 	40207	  
	WH|BM	  	 	3320	  	  	The Shops at Fallen Timbers	  	FallnTimbrs/Maumee OH3320	  	3100 Main Street, Ste 520	  	Maumee	  	OH	  	 	43537	  
	WH|BM	  	 	3321	  	  	Fashion Mall at Keystone	  	FshnMI@Keystn/lndy IN3321	  	8702 Keystone Crossing Dr, Ste 122	  	Indianapolls	  	IN	  	 	46240	  
	WH|BM	  	 	3322	  	  	Dadeland Mall	  	DadelandMall/Miami FL3322	  	7449 N Kendall Dr, Ste 1850	  	Miami	  	FL	  	 	33156	  
	WH|BM	  	 	3323	  	  	Freehold Raceway Mall	  	Freehold Raceway NJ3323	  	3710 Route 9, Ste 2820	  	Freehold	  	NJ	  	 	07728	  
	WH|BM	  	 	3324	  	  	Bradley Fair Shopping Center	  	BradleyFair/Wichita KS3324	  	1900 N Rock Rd, Ste 138	  	Wichita	  	KS	  	 	67206	  
	WH|BM	  	 	3325	  	  	Paseo Nuevo	  	PaseoNuevo/SBarbra CA3325	  	317 Paseo Nuevo	  	Santa Barbara	  	CA	  	 	93101	  
	WH|BM	  	 	3326	  	  	Prime Outlets at Grove City	  	PrimOut Grove City PA3326	  	1911 Leesburg Grove City Rd, Spc 400	  	Grove City	  	PA	  	 	16127	  
	WH|BM	  	 	3327	  	  	Town & Country Village	  	T&CVillage/Houston TX3327	  	12850 Memorial Dr, Ste 300	  	Houston	  	TX	  	 	77024	  
	WH|BM	  	 	3328	  	  	The Fountains	  	Fountains/Rosevlle CA3328	  	1182 Roseville Pkwy, Ste 180	  	Roseville	  	CA	  	 	95678	  
	WH|BM	  	 	3329	  	  	The Domain	  	The Domain/Austin TX3329	  	11401 Century Oaks Ter, Ste 121	  	Austin	  	TX	  	 	78758	  
	WH|BM	  	 	3330	  	  	Park City Center	  	ParkCtyCntr/Lancaster PA3330	  	357 Park City Center, Ste C357	  	Lancaster	  	PA	  	 	17601	  
	WH|BM	  	 	3331	  	  	Greenwood Park Mall	  	Greenwood ParkMall IN3331	  	1251 US Hwy 31 N, Spc P110	  	Greenwood Park	  	IN	  	 	46142	  
	WH|BM	  	 	3332	  	  	Blue Back Square	  	BlueBackSq/WHrtfrd CT3332	  	69 Memorial Rd, Spc C10	  	West Hartford	  	CT	  	 	06107	  
	WH|BM	  	 	3333	  	  	Clackamas Town Center	  	Clackmas TC/Portlnd OR3333	  	11860 SE 82nd Ave, Ste 3005	  	Happy Valley	  	OR	  	 	97086	  
	WH|BM	  	 	3334	  	  	Willow Grove Park Mall	  	Willow Grove Park PA3334	  	2500 Moreland Rd, Ste 2032	  	Willow Grove	  	PA	  	 	19090	  
	WH|BM	  	 	3335	  	  	The Avenue Murfreesboro	  	Ave Murfreesboro TN3335	  	2615 Medical Center Pkwy, Ste 1420	  	Murfreesboro	  	TN	  	 	37219	  
	WH|BM	  	 	3336	  	  	The Shoppes at North Brunswick	  	Sh@North Brunswick NJ3336	  	527 Shoppes Blvd, Spc E1	  	North Brunswick	  	NJ	  	 	08902	  
	WH|BM	  	 	3337	  	  	Royal Hawailan Shopping Center	  	RoylHwianSC/Wakiki HI3337	  	2233 Kalakaua Avenue	  	Honolulu	  	HI	  	 	96815	  
	WH|BM	  	 	3338	  	  	South Hills Village	  	SthHIsVlg/Pittsbrg PA3338	  	301 South Hills Village, Sp. #1220	  	Pittsburgh	  	PA	  	 	15241	  
	WH|BM	  	 	3339	  	  	West Town Mall	  	WstTownM/Knoxville TN3339	  	7600 Kingston Pike	  	Knoxville	  	TN	  	 	37919	  
	WH|BM	  	 	3340	  	  	Tustin Marketplace	  	Tustin Marketplace CA3340	  	2991 El Camino Real	  	Tustin	  	CA	  	 	92782	  
	WH|BM	  	 	3341	  	  	Arlington Highlands	  	Arlington Highlnds TX3341	  	3900 Arlington Highlands Blvd, Ste 189	  	Arlington	  	TX	  	 	76018	  
	WH|BM	  	 	3342	  	  	Del Monte Center	  	DelMonteCtr/Montry CA3342	  	226 Del Monte Center, 2-1B	  	Monterey	  	CA	  	 	93940	  
	WH|BM	  	 	3343	  	  	University Mall	  	UniversityMll/Orem UT3343	  	575 E University Pkwy, Spc N241	  	Orem	  	UT	  	 	84097	  
	WH|BM	  	 	3344	  	  	Milford Marketplace	  	Milford Marktplace CT3344	  	1666 Boston Post Rd	  	Milford	  	CT	  	 	06460	  
	WH|BM	  	 	3345	  	  	Atrium Mall	  	AtriumM/ChestntHll MA3345	  	300 Boylston St, Space D434B	  	Chestnut Hill	  	MA	  	 	02467	  
	WH|BM	  	 	3346	  	  	Stuyvesant Plaza	  	StyvesntPlz/Albany NY3346	  	1475 Western Ave, Ste 23E	  	Albany	  	NY	  	 	12203	  
	WH|BM	  	 	3347	  	  	Philadelphia Premium Outlets	  	PhilPrOut/Pitstown PA3347	  	18 Lightcap Rd, Ste 1123	  	Pottstown	  	PA	  	 	19464	  
	WH|BM	  	 	3348	  	  	Shops at Old Mill	  	OldMillDistrt/Bend OR3348	  	325 SW Powerhouse Dr, Ste 110	  	Bend	  	OR	  	 	97702	  
	WH|BM	  	 	3349	  	  	Augusta Mall	  	Augusta Mall GA3349	  	3450 Wrightsboro Rd, Ste B220	  	Augusta	  	GA	  	 	30909	  
	WH|BM	  	 	3351	  	  	Westfield San Francisco Centre	  	San Francisco SC CA3351	  	865 Market St, Ste 326	  	San Francisco	  	CA	  	 	94103	  
	WH|BM	  	 	3352	  	  	The Shops at River Park	  	Shps@RvrPrk/Fresno CA3352	  	7753 Via Del Rio	  	Fresno	  	CA	  	 	93720	  
	WH|BM	  	 	3353	  	  	Columbiana Centre	  	Columbiana/Colmbia SC3353	  	100 Columbiana Cir, Suite 1328	  	Columbia	  	SC	  	 	29212	  
	WH|BM	  	 	3354	  	  	Prime Outlets Orlando	  	PrimeOutlt Orlando FL3354	  	4965 Legendary Dr, #103	  	Orlando	  	FL	  	 	32819	  
	WH|BM	  	 	3356	  	  	Westfield Old Orchard	  	Old Orchard/Skokie IL3356	  	4999 Old Orchard Center, Ste L19	  	Skokie	  	IL	  	 	60077	  
	WH|BM	  	 	3357	  	  	Westfield Horton Plaza	  	HortonPlz/SanDiego CA3357	  	324 Horton Plaza, Ste 103	  	San Diego	  	CA	  	 	92101	  
	WH|BM	  	 	3358	  	  	Westfield North Bridge	  	NrthBridge/Chicago IL3358	  	520 N Michigan Ave, Ste 223	  	Chicago	  	IL	  	 	60611	  
	WH|BM	  	 	3359	  	  	Biltmore Village	  	BiltmreVlg/Ashvlle NC3359	  	3 Kitchen Place	  	Asheville	  	NC	  	 	28803	  
	WH|BM	  	 	3360	  	  	Kenwood Towne Center	  	KenwoodTC/Cncinnti OH3360	  	7875 Montgomery Rd, Spc R035	  	Cincinnati	  	OH	  	 	45236	  
	WH|BM	  	 	3361	  	  	Roosevelt Field Mall	  	RoosvltF/GardnCity NY3361	  	630 Old Country Road, Space #1111	  	Garden City	  	NY	  	 	11530	  
	WH|BM	  	 	3362	  	  	The Streets of Brentwood	  	Strts of Brentwood CA3362	  	2455 Sand Creek Rd, Ste 120	  	Brentwood	  	CA	  	 	94513	  
	WH|BM	  	 	3364	  	  	The Shops at Wiregrass	  	Sh@Wrgrss/WslyChpl FL3364	  	28250 Paseo Dr, Unit 140	  	Wesley Chapel	  	FL	  	 	33543	  
	WH|BM	  	 	3368	  	  	The Market Common Myrtle Beach	  	MktCmn MyrtleBeach SC3368	  	3097 Howard Avenue	  	Myrtle Beach	  	SC	  	 	29577	  
	WH|BM	  	 	3372	  	  	Rosedale Center	  	RsdleCtr/Roseville MN3372	  	177 Rosedale Center	  	Roseville	  	MN	  	 	55113	  
	WH|BM	  	 	3373	  	  	Hamilton Town Center	  	HamltnTC/Noblsvlle IN3373	  	13170 Harrell Pkwy, Ste 300	  	Noblesville	  	IN	  	 	46060	  
	WH|BM	  	 	3374	  	  	Treasure Coast Square	  	TrsrCstSq/JensnBch FL3374	  	3040 NW Federal Hwy	  	Jensen Beach	  	FL	  	 	34957	  
	WH|BM	  	 	3376	  	  	Renaissance at Colony Park	  	Ren@ClnyPk/Ridglnd MS3376	  	1000 Highland Colony Pkwy, Ste 9014	  	Ridgeland	  	MS	  	 	39157	  
	WH|BM	  	 	3379	  	  	Anaheim Garden Walk	  	Anaheim GardenWalk CA3379	  	321 W Katella Ave, Spc 136	  	Anaheim	  	CA	  	 	92802	  
	WH|BM	  	 	3380	  	  	Ross Park Mall	  	RossPrk/Pittsburgh PA3380	  	1000 Ross Park Mall Dr, M05A	  	Pittsburgh	  	PA	  	 	15237	  
	WH|BM	  	 	3382	  	  	Tice’s Corner Marketplace	  	TicesCnr/WdcliffLk NJ3382	  	439 Chestnut Ridge Road, Unit #439	  	Woodcliff Lake	  	NJ	  	 	07677	  
	WH|BM	  	 	3384	  	  	Cameron Village Shopping Center	  	Camron Vlg/Raleigh NC3384	  	501 Daniels St	  	Raleigh	  	NC	  	 	27605	  
	WH|BM	  	 	3386	  	  	Mall at Solomon Pond	  	M@SolomnPond/Marlb MA3386	  	601 Donald Lynch Blvd, N245	  	Marlborough	  	MA	  	 	01752	  
	WH|BM	  	 	3390	  	  	Congressional Plaza	  	CngrsslPlz/Rckvlle MD3390	  	1603 Rockville Pike, Ste 30	  	Rockville	  	MD	  	 	20852	  
	WH|BM	  	 	3391	  	  	The Avenue Forsyth	  	AveForsyth/Cumming GA3391	  	410 Peachtree Parkway, Suite 132	  	Cumming	  	GA	  	 	30041	  
	WH|BM	  	 	3394	  	  	Woodland Hills Mall	  	WoodlndHills/Tulsa OK3394	  	7021 S Memorial Dr, Ste 186	  	Tulsa	  	OK	  	 	74133	  
	WH|BM	  	 	3395	  	  	The Shoppes at Chino Hills	  	Shops@ Chino Hills CA3395	  	13855 City Center Drive, Ste, 3035	  	Chino Hills	  	CA	  	 	91709	  
	WH|BM	  	 	3397	  	  	Watters Creek at Montgomery Farn	  	WattersCreek/Allen TX3397	  	880 Market Street	  	Allen	  	TX	  	 	75013	  
	WH|BM	  	 	3401	  	  	The Promenade at Coconut Creek	  	Pr@Lyons/CocontCrk FL3401	  	4419 Lyons Road, Suite C2-101	  	Coconut Creek	  	FL	  	 	33073	  
	WH|BM	  	 	3402	  	  	Park Meadows	  	PrkMeadows/Littletn CO3402	  	8505 Park Meadows Center Dr, Ste 2104	  	Lone Tree	  	CO	  	 	80124	  
	WH|BM	  	 	3411	  	  	Barracks Road Shopping Center	  	BrracksRd/Chrittsv VA3411	  	1041 Emmet Street, Space #17	  	Chariottesville	  	VA	  	 	22903	  
		  	  
	  
	 	  		  		  		  		  		  			
		  	 	348	 	  		  		  		  		  		  			
		  	  
	  
	 	  		  		  		  		  		  			


  

					
	Schedule 5.1(x)-1	  	WHBM	  	Page 14










																			
	 Brand
	  	Store #	 	  	 Location
	  	 Company Store Name
	  	 Address
	  	 City
	  	ST	  	ZIP	 
	Soma	  	 	5001	  	  	The Shops at Bell Tower	  	BellTower/Ft Myers FL5001	  	13499 US 41 SE, Ste 131	  	Fort Myers	  	FL	  	 	33907	  
	Soma	  	 	5002	  	  	Kierland Commons	  	KierlandC/Scttsdle AZ5002	  	7030 E Greenway Pkwy, Ste 185	  	Scottsdale	  	AZ	  	 	85254	  
	Soma	  	 	5003	  	  	Phipps Plaza	  	Phipps Plz/Atlanta GA5003	  	3500 Peachtree Rd NE, Ste A25	  	Atlanta	  	GA	  	 	30326	  
	Soma	  	 	5006	  	  	The Pavilion on Lovers Lane	  	Lovers Lane/Dallas TX5006	  	5600 W Lovers Ln, Ste 150	  	Dallas	  	TX	  	 	75209	  
	Soma	  	 	5007	  	  	Preston Royal Shopping Center	  	PrestnRoyal/Dallas TX5007	  	533 Preston Royal Shopping Center	  	Dallas	  	TX	  	 	75230	  
	Soma	  	 	5008	  	  	John Ringling Boulevard	  	StArmands/Sarasota FL5008	  	443-445 John Ringling Blvd	  	Sarasota	  	FL	  	 	34236	  
	Soma	  	 	5009	  	  	Harbour Center	  	AnnapollsHarborCtr MD5009	  	2508 Solomons Island Rd	  	Annapolis	  	MD	  	 	21401	  
	Soma	  	 	5010	  	  	Highland Village	  	HghlndVlge/Houston TX5010	  	4036 Westheimer	  	Houston	  	TX	  	 	77027	  
	Soma	  	 	5011	  	  	Town Center Plaza	  	TownCtrPlz/Leawood KS5011	  	5036 W 119th St, Spc 410	  	Leawood	  	KS	  	 	66209	  
	Soma	  	 	5012	  	  	The Fashion Show	  	FashnShwM/LasVegas NV5012	  	3200 Las Vegas Blvd S, Ste 1175	  	Las Vegas	  	NV	  	 	89109	  
	Soma	  	 	5013	  	  	Water Tower Place	  	WaterTower/Chicago IL5013	  	835 N Michigan Ave, Ste 302	  	Chicago	  	IL	  	 	60611	  
	Soma	  	 	5014	  	  	Preston Park Village	  	PrestnPkVlge/Plano TX5014	  	1900 Preston Rd, Ste 160	  	Piano	  	TX	  	 	75093	  
	Soma	  	 	5015	  	  	Bellevue Square	  	Bellevue Square WA5015	  	2012 Bellevue Sq	  	Bellevue	  	WA	  	 	98004	  
	Soma	  	 	5016	  	  	Oakbrook Center	  	Oakbrook Center IL5016	  	424 Oakbrook Center	  	Oak Brook	  	IL	  	 	60523	  
	Soma	  	 	5017	  	  	Washington Square	  	Washington Sq/Tigard OR5017	  	9330 SW Washington Square Rd	  	Tigard	  	OR	  	 	97223	  
	Soma	  	 	5018	  	  	Southlake Town Square	  	Southlake Town Sq TX5018	  	301 Grand Ave W	  	Southlake	  	TX	  	 	76092	  
	Soma	  	 	5019	  	  	Mayfair Mall	  	MayfairM/Wauwatosa WI5019	  	2500 N Mayfair Rd, Ste 212B	  	Wauwatosa	  	WI	  	 	53226	  
	Soma	  	 	5020	  	  	Northbrook Court	  	Northbrook Court IL5020	  	2146 Northbrook Ct	  	Northbrook	  	IL	  	 	60062	  
	Soma	  	 	5021	  	  	ABQ Uptown	  	ABQUptown/Albuqurq NM5021	  	2241 Q Street NE, Ste 7C	  	Albuquerque	  	NM	  	 	87110	  
	Soma	  	 	5022	  	  	Fig Garden Village	  	FigGardnVlg/Fresno CA5022	  	768 W Shaw Ave, Ste 105	  	Fresno	  	CA	  	 	93704	  
	Soma	  	 	5023	  	  	The Shoppes at English Village	  	English Vlg/NWales PA5023	  	1460 Bethlehem Pike, Ste 340	  	North Wales	  	PA	  	 	19454	  
	Soma	  	 	5024	  	  	Perimeter Mall	  	PerimeterM/Atlanta GA5024	  	4400 Ashford Dunwoody Rd NE, Ste 3025	  	Atlanta	  	GA	  	 	30346	  
	Soma	  	 	5025	  	  	Chenal Creek Shopping Center	  	ChenalCr/Lttle Rck AR5025	  	12800 Chenal Pkwy, Ste 3	  	Little Rock	  	AR	  	 	72211	  
	Soma	  	 	5026	  	  	The Shops at Friendly Center	  	FrndlyCtr/Grnsboro NC5026	  	3326 W Friendly Ave, Ste 108	  	Greensboro	  	NC	  	 	27410	  
	Soma	  	 	5028	  	  	Plaza Las Américas	  	PlzLasAmer/HatoRey PR5028	  	525 Ave FD Roosevelt, Ste 450	  	Hato Rey	  	PR	  	 	00918	  
	Soma	  	 	5029	  	  	The Streets at Southpoint	  	Sts@S’point/Durham NC5029	  	6910 Fayetteville Rd, Ste 463	  	Durham	  	NC	  	 	27713	  
	Soma	  	 	5030	  	  	Westfield Topanga	  	Topnga/Canoga Park CA5030	  	6600 Topanga Canyon Blvd, Unit 63	  	Canoga Park	  	CA	  	 	91303	  
	Soma	  	 	5031	  	  	The Shops at Riverside	  	RiversideM/Hcknsck NJ5031	  	91 Riverside Sq	  	Hackensack	  	NJ	  	 	07601	  
	Soma	  	 	5032	  	  	Paramus Park	  	Paramus Park NJ5032	  	1073-B Paramus Park Mall	  	Paramus	  	NJ	  	 	07652	  
	Soma	  	 	5034	  	  	Cary Towne Center	  	Cary Towne Center NC5034	  	1105 Walnut St, Ste 129A	  	Cary	  	NC	  	 	27511	  
	Soma	  	 	5035	  	  	Danbury Fair Mall	  	Danbury Fair Mall CT5035	  	7 Backus Ave, Ste 106	  	Danbury	  	CT	  	 	06810	  
	Soma	  	 	5036	  	  	Somerset Collection North	  	Somerset Coll/Troy MI5036	  	2800 W Big Beaver Rd, Ste M-134	  	Troy	  	MI	  	 	48084	  
	Soma	  	 	5037	  	  	The Shops at Coconut Point	  	Sh@CocontPt/Estero FL5037	  	23160 Fashion Dr, Ste 109	  	Estero	  	FL	  	 	33928	  
	Soma	  	 	5038	  	  	Laurel Park Place	  	LaurelPkPl/Livonia MI5038	  	37630 West 6 Mile Rd	  	Livonia	  	MI	  	 	48152	  
	Soma	  	 	5039	  	  	Menlo Park Mall	  	MenloPrkMll/Edison NJ5039	  	312 Menlo Park	  	Edison	  	NJ	  	 	08837	  
	Soma	  	 	5040	  	  	Bridgewater Commons	  	Bridgewater Cmns NJ5040	  	400 Commons Way, Ste 109	  	Bridgewater	  	NJ	  	 	08807	  
	Soma	  	 	5041	  	  	Del Monte Center	  	DelMonteCtr/Montry CA5041	  	460 Del Monte Center	  	Monterey	  	CA	  	 	93940	  
	Soma	  	 	5042	  	  	Cumberland Mall	  	CumberlandM/Atlanta GA5042	  	1636 Cumberland Mall SE	  	Atlanta	  	GA	  	 	30339	  
	Soma	  	 	5044	  	  	The Avenue Peachtree City	  	Ave Peachtree City GA5044	  	250 City Cir	  	Peachtree City	  	GA	  	 	30269	  
	Soma	  	 	5045	  	  	First Colony Mall	  	1stColonyM/Sgrland TX5045	  	16535 Southwest Freeway, Ste 2010	  	Sugar Land	  	TX	  	 	77479	  
	Soma	  	 	5046	  	  	Stonebriar Centre	  	StnbriarCtr/Frisco TX5046	  	2601 Preston Rd, Ste 1198	  	Frisco	  	TX	  	 	75034	  
	Soma	  	 	5047	  	  	University Park Village	  	UnivPrkVlg/FtWorth TX5047	  	1604 S University Dr, Ste 509	  	Fort Worth	  	TX	  	 	76107	  
	Soma	  	 	5048	  	  	Smith Haven Mall	  	SmithHavnM/LkGrove NY5048	  	636 Smith Haven Mall, R-07	  	Lake Grove	  	NY	  	 	11755	  
	Soma	  	 	5050	  	  	Arden Fair	  	ArdnFair/Sacramnto CA5050	  	1689 Arden Way, Ste 1326-B	  	Sacramento	  	CA	  	 	95815	  
	Soma	  	 	5051	  	  	Alamo Quarry Market	  	AlamoQ/SanAntonio TX5051	  	255 E Basse Rd, Ste 812	  	San Antonio	  	TX	  	 	78209	  
	Soma	  	 	5052	  	  	Stoneridge Shopping Center	  	Stonerdge/Pleasntn CA5052	  	2625 Stoneridge Mall Rd	  	Pleasanton	  	CA	  	 	94588	  
	Soma	  	 	5053	  	  	Town & Country Village	  	T&CVillage/Houston TX5053	  	12850 Memorial Dr, Ste 426A	  	Houston	  	TX	  	 	77024	  
	Soma	  	 	5054	  	  	Westfield MainPlace	  	Mainplace/SantaAna CA5054	  	2800 N Main St, Ste 196B	  	Santa Ana	  	CA	  	 	92705	  
	Soma	  	 	5055	  	  	The Shops on El Paseo	  	ElPaseo/PalmDesert CA5055	  	73100 El Paseo Dr, Ste 3	  	Palm Desert	  	CA	  	 	92260	  
	Soma	  	 	5056	  	  	The Greene	  	The Greene/Dayton OH5056	  	102 Plum Street, Spc D-104	  	Dayton	  	OH	  	 	45440	  
	Soma	  	 	5057	  	  	Destin Commons	  	Destin Commons FL5057	  	4365 Legendary Dr, D103	  	Destin	  	FL	  	 	32541	  
	Soma	  	 	5058	  	  	Arboretum at Great Hills	  	Arboretum/Austin TX5058	  	10000 Research Blvd, Ste 111A	  	Austin	  	TX	  	 	78759	  
	Soma	  	 	5059	  	  	Manhattan Village Shopping Center	  	MnhttnVlg/ManhnBch CA5059	  	3200 N Sepulveda Blvd, Ste A-6	  	Manhattan Beach	  	CA	  	 	90266	  
	Soma	  	 	5060	  	  	Village Arcade Shopping Center	  	VllgeArcade/Houstn TX5060	  	2521 Amherst St	  	Houston	  	TX	  	 	77005	  
	Soma	  	 	5061	  	  	North Point Village	  	NrthPtVlg/Alphrtta GA5061	  	7300 N Point Pkwy, Ste 116	  	Alpharetta	  	GA	  	 	30022	  
	Soma	  	 	5062	  	  	Miromar Outlets	  	MiromarOutl/Estero FL5062	  	10801 Corkscrew Rd, Ste 407	  	Estero	  	FL	  	 	33928	  
	Soma	  	 	5063	  	  	The Woodlands Mall	  	Woodlands Mall TX5063	  	1201 Lake Woodlands Dr, Ste 1046	  	The Woodlands	  	TX	  	 	77380	  
	Soma	  	 	5064	  	  	Westfield West County	  	WCountyCt/DesPeres MO5064	  	46 West County Center	  	Des Peres	  	MO	  	 	63131	  
	Soma	  	 	5065	  	  	Ross Park Mall	  	RossPrk/Pittsburgh PA5065	  	1000 Ross Park Mall Dr, L15B	  	Pittsburgh	  	PA	  	 	15237	  
	Soma	  	 	5066	  	  	San Tan Village	  	SanTanVlge/Gilbert AZ5066	  	2168 E Williams Field Rd, Bldg 8 Ste 114	  	Gilbert	  	AZ	  	 	85295	  
	Soma	  	 	5067	  	  	WestShore Plaza	  	WestshorePlz/Tampa FL5067	  	282 WestShore Plaza, Sp.B5	  	Tampa	  	FL	  	 	33609	  
	Soma	  	 	5068	  	  	The Forum at Carlsbad	  	Forum at Carlsbad CA5068	  	1925 Calle Barcelona, Ste 162	  	Carlsbad	  	CA	  	 	92009	  
	Soma	  	 	5070	  	  	Mall of Louisiana	  	M ofLa/Baton Rouge LA5070	  	6401 Bluebonnet Blvd, B202	  	Baton Rouge	  	LA	  	 	70836	  
	Soma	  	 	5071	  	  	The Shops at Pembroke Gardens	  	Sh@PmbrkG/PmbrkPns FL5071	  	331 SW 145th Ter	  	Pembroke Pines	  	FL	  	 	33027	  
	Soma	  	 	5072	  	  	Lehigh Valley Mall	  	LehiVlly/Whitehall PA5072	  	909 Lehigh Lifestyle Center	  	Whitehall	  	PA	  	 	18052	  
	Soma	  	 	5073	  	  	St Johns Town Center	  	StJohnsTC/Jacksnvl FL5073	  	4751 River City Dr, Ste 112	  	Jacksonville	  	FL	  	 	32246	  
	Soma	  	 	5075	  	  	Town Square Las Vegas	  	Town Sq/Las Vegas NV5075	  	6671 Las Vegas Blvd S, Ste 117	  	Las Vegas	  	NV	  	 	89119	  
	Soma	  	 	5077	  	  	The Galleria at Fort Lauderdale	  	Gallria/FtLaudrdle FL5077	  	2380 E Sunrise Blvd, Spc 2015	  	Fort Lauderdale	  	FL	  	 	33304	  
	Soma	  	 	5080	  	  	South Park Mall	  	Southpark/Charltte NC5080	  	4400 Sharon Rd, Ste G07	  	Charlotte	  	NC	  	 	28211	  
	Soma	  	 	5091	  	  	The Fountains	  	Fountains/Rosevlle CA5091	  	1013 Galleria Blvd, Ste 120	  	Roseville	  	CA	  	 	95678	  
	Soma	  	 	5117	  	  	The Market Common Myrtle Beach	  	MktCmn MyrtleBeach SC5117	  	4004 Howard Avenue	  	Myrtle Beach	  	SC	  	 	29577	  
	Soma	  	 	5123	  	  	The Promenade at Coconut Creek	  	Pr@Lyons/CocontCrk FL5123	  	4467 Lyons Road, Suite H1-104	  	Coconut Creek	  	FL	  	 	33073	  
	Soma	  	 	5143	  	  	Riverchase Galleria	  	RivrchsGall/Hoover AL5143	  	2000 Riverchase Galleria, Ste 101	  	Hoover	  	AL	  	 	35244	  
		  	  
	  
	 	  		  		  		  		  		  			
		  	 	73	 	  		  		  		  		  		  			
		  	  
	  
	 	  		  		  		  		  		  			


  

					
	Schedule 5.1(x)-1	  	Soma	  	Page 15










																			
	 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	  	  		  		  		  		  		  			
		  	  
	  
	 	  		  		  		  		  		  			

 Company 2 is Chico’s Retail Services, Inc. 
 Company 5 is Chico’s Distribution Services, LLC 
 Schedule 5.1(x)-2 

  








 None 
 Schedule 5.l(y) 

  








 Name Change of Borrower Party 

Name change from 

Soma by Chico’s, LLC 
 to 
 Soma Intimates, LLC 

Per Articles of Amendment of the Articles of Organization 
 Certified by the State of Florida June 20, 2007 
 Schedule 5.1(aa) 

  








 Location of Collateral 

See Exhibits 5.1 (x)-1 and (x)-2 

Schedule 6.11 







 Bank and Investment Accounts 

See attached. 
 Chico’s
FAS, Inc is the account owner for accounts related to Store Numbers 2—763. 
 White House Black Market, Inc. is the account owner for
accounts related to Store Numbers 3001—3414. 
 Soma Intimate, LLC is the account owner for accounts related to Store Numbers 5001-5143.

 Credit Card Receivable Accounts and Concentration Accounts are the following accounts summarized on the last page: 

 

	 	•	 	 Chico’s Visa 


  

	 	•	 	 Chico’s Amex 


  

	 	•	 	 Chico’s Discover 


  

	 	•	 	 Chico’s Debit Card 


  

	 	•	 	 All Chico’s Intermediary Accounts 


  

	 	•	 	 All WHBM Intermediary Accounts 


  

	 	•	 	 All Soma Intermediary Accounts 


  

	 	•	 	 Chico’s Store Wire Account 


 Collateral Related Accounts are all listed accounts except: 
  

	 	•	 	 Chico’s Retail Investment Account 


  

	 	•	 	 Chico’s Retail Services Account 


  

	 	•	 	 Chico’s AP Account 


  

	 	•	 	 Chico’s Payroll Account 


  

	 	•	 	 Chico’s FAS Inc. Account — this will become a collateral related account in the event of borrowing 



 

	 	•	 	 Chico’s Distribution Services Account 


  

	 	•	 	 Soma by Chico’s LLC Account 


  

	 	•	 	 White House Black Market Master Account 


  

	 	•	 	 Consolidated Returns Account 


 Schedule 6.15 








	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	
Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	2	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	5	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	6	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	7	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	8	 	Guaranty Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	9	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	10	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	18	 	Regions	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	19	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	22	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	24	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	26	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	27	 	Sovereign Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	28	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	29	 	Citizens Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	30	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	33	 	Citizens Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	35	 	SunTrust Bank	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	37	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	38	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	39	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	42	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	44	 	PNC Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	46	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	49	 	Capital One (North Fork)	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	51	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	52	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	55	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	57	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	58	 	Regions	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	60	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	61	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	62	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	64	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	65	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	66	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	67	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	69	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	70	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	71	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	72	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	73	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	74	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	
Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	75	 	Huntington Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	76	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	77	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	78	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	79	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	80	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	81	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	84	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	85	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	86	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	87	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	88	 	Fifth Third Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	91	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	93	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	96	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	97	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	98	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	99	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	101	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	102	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	103	 	SunTrust Bank	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	104	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	105	 	North Fork Bank (Capital One)	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	106	 	PNC Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	107	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	108	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	109	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	110	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	111	 	Fifth Third Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	112	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	113	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	114	 	Sovereign Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	115	 	Sovereign Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	117	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	118	 	AmSouth Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	119	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	120	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	123	 	Regions	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	124	 	Jackson State	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	125	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	126	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	128	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	129	 	Citizens Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]








 Chico’s FAS, Inc. & Subsidiaries 

Store Bank Accounts 
 As of
November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	
Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	130	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	131	 	Natl City	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	132	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	133	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	134	 	SunTrust Bank	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	135	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	136	 	Compass Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	137	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	138	 	SunTrust Bank	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	139	 	Fifth Third Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	140	 	Natl City	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	141	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	145	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	146	 	Sovereign Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	147	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	148	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	149	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	150	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	151	 	Compass Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	152	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	153	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	154	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	156	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	157	 	Natl City	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	158	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	161	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	162	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	163	 	North Fork Bank (Capital One)	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	164	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	165	 	Bridgehampton	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	166	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	167	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	168	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	169	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	170	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	171	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	172	 	Wash Mutual	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	173	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	174	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	176	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	177	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	178	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	179	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	
Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	180	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	181	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	182	 	Fifth Third Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	183	 	SunTrust Bank	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	184	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	185	 	Bank of Hampton Roads	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	186	 	Huntington Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	187	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	189	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	190	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	191	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	192	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	193	 	Wachovia	 	[****]	 	Wachovia Chico’s intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	194	 	Whitney Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	195	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	196	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	197	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	198	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	199	 	Compass Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	200	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	201	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	202	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	203	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	204	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	205	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	206	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	207	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	208	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	209	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	210	 	Huntington Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	211	 	Wash Mutual	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	212	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	213	 	BB&T	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	214	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	215	 	BB&T	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	216	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	217	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	218	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	219	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	220	 	Fifth Third Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	221	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	222	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	223	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]








 Chico’s FAS, Inc. & Subsidiaries 

Store Bank Accounts 
 As of
November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	
Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	224	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	225	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	226	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	228	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	229	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	230	 	Huntington Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	231	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	232	 	Compass Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	234	 	Natl City	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	235	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	236	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	237	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	238	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	239	 	Regions	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	240	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	241	 	Natl City	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	242	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	243	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	244	 	AmSouth Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	245	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	246	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	247	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	248	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	249	 	PNC Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	250	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	251	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	253	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	254	 	Sovereign Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	255	 	PNC Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	256	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	257	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	258	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	259	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	260	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	261	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	262	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	263	 	BB&T	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	264	 	Citizens Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	265	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	266	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	267	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	268	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	269	 	Fifth Third Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]








 Chico’s FAS, Inc. & Subsidiaries 

Store Bank Accounts 
 As of
November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	
Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	270	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	272	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	273	 	SunTrust Bank	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	275	 	Chevy Chase Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	276	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	277	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	278	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	279	 	SunTrust Bank	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	280	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	281	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	282	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	283	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	284	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	285	 	US Bank	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	286	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	287	 	SunTrust Bank	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	288	 	BB&T	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	289	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	290	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	291	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	292	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	293	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	294	 	Frost National Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	295	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	296	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	297	 	Wachovia	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	298	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	299	 	Fifth Third Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	300	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	301	 	BB&T	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	302	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	303	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	304	 	Capital One (North Fork)	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	305	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	306	 	Compass Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	307	 	Compass Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	308	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	309	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	310	 	Bank of America	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	312	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	313	 	Cape Cod Five	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	314	 	People Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	315	 	Wells Fargo	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]








 Chico’s FAS, Inc. & Subsidiaries 

Store Bank Accounts 
 As of
November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	 Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	316	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	317	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	318	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	319	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	320	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	321	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	322	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	323	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	324	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	325	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	326	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	327	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	328	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	329	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	330	 	 UCBI
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	331	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	332	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	333	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	334	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	335	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	336	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	337	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	338	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	340	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	341	 	 UMB
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	343	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	344	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	345	 	 Wash Mutual
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	346	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	347	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	348	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	349	 	 AmSouth Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	350	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	351	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	352	 	 Bank of the West
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	353	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	354	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	355	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	356	 	 Wrentham Coop
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	357	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	359	 	 IBC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	360	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	361	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	








 Chico’s FAS, Inc. & Subsidiaries 

Store Bank Accounts 
 As of
November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	 Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	362	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	363	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	364	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	365	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	366	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	367	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	368	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	369	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	370	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	371	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	372	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	373	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	374	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	375	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	376	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	377	 	 Capital One (North Fork)
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	378	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	379	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	380	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	381	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	382	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	383	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	384	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	385	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	386	 	 Compass Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	387	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	388	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	389	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	390	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	391	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	392	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	393	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	394	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	395	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	396	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	397	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	398	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	399	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	400	 	 Wash Mutual
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	401	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	402	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	403	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	404	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	








 Chico’s FAS, Inc. & Subsidiaries 

Store Bank Accounts 
 As of
November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	 Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	405	 	 Sovereign Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	406	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	407	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	408	 	 Valley National Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	409	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	410	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	411	 	 Wash Mutual
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	412	 	 Sovereign Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	413	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	414	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	415	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	416	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	417	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	418	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	419	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	420	 	 Banknorth
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	421	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	422	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	423	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	424	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	425	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	426	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	427	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	428	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	429	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	430	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	431	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	432	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	433	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	434	 	 Bank @ Briargate
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	435	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	436	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	437	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	438	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	439	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	440	 	 Bank of Albuquerque
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	441	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	442	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	443	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	444	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	445	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	446	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	447	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	
Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	448	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	449	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	450	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	451	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	452	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	453	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	454	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	455	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	456	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	457	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	458	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	459	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	460	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	461	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	462	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	463	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	464	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	465	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	466	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	467	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	468	 	 Wash Mutual
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	469	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	470	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	471	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	472	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	473	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	474	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	475	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	476	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	477	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	478	 	 Old Second Natl
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	479	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	480	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	481	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	482	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	483	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	484	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	485	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	486	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	487	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	488	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	489	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	490	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	
Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	491	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	492	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	493	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	494	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	495	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	496	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	497	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	498	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	499	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	500	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	501	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	502	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	503	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	504	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	505	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	506	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	507	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	508	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	509	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	510	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	511	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	512	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	513	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	514	 	 Capital City Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	515	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	516	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	517	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	518	 	 Citizens Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	519	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	520	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	521	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	522	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	523	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	524	 	 Wash Mutual
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	525	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	526	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	527	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	528	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	529	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	530	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	531	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	532	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	533	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	 Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	534	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	535	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	536	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	537	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	538	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	539	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	540	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	541	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	542	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	543	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	544	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	545	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	546	 	 Compass Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	547	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	548	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	549	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	550	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	551	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	552	 	 Citizens Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	553	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	554	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	555	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	556	 	 Sovereign Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	557	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	558	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	559	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	560	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	561	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	562	 	 IBC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	563	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	564	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	565	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	566	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	567	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	568	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	569	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	570	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	571	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	572	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	573	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	574	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	575	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	576	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	 Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	577	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	578	 	 Bancorpsouth
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	579	 	 Queenstown Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	580	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	581	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	582	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	583	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	584	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	585	 	 Citizens Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	586	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	587	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	588	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	589	 	 Commerce Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	590	 	 Wash Mutual
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	591	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	592	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	593	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	594	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	595	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	596	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	597	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	598	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	599	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	600	 	 IBC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	601	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	602	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	603	 	 Banco Pop
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	604	 	 Capital One (North Fork)
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	605	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	607	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	608	 	 Wash Mutual
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	609	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	610	 	 First Bank & Trust
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	612	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	613	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	614	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	615	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	616	 	 Compass Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	617	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	618	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	619	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	620	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	621	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	 Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	622	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	623	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	624	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	625	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	626	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	627	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	628	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	629	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	630	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	631	 	 Bank of the West
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	632	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	633	 	 North Fork Bank (Capital One)
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	634	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	635	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	636	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	637	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	638	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	639	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	640	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	641	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	642	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	643	 	 Security National Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	644	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	645	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	646	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	647	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	648	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	649	 	 Citizens Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	650	 	 Citizens Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	651	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	652	 	 Citizens Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	653	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	654	 	 First Hawaiian Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	655	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	656	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	657	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	658	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	660	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	661	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	662	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	663	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	664	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	665	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	 Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	666	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	667	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	668	 	 Huntington Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	669	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	670	 	 People Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	671	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	672	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	673	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	674	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	675	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	676	 	 North Fork Bank (Capital One)
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	677	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	678	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	679	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	680	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	681	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	682	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	683	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	684	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	685	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	686	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	687	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	688	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	689	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	690	 	 Citizens Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	691	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	692	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	693	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	694	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	695	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	696	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	697	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	698	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	699	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	700	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	701	 	 Sovereign Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	702	 	 Wells Fargo
	 	[****]	 	Wells Fargo Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	703	 	 Fifth Third Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	704	 	 US Bank
	 	[****]	 	US Bank Chico’s Intermediary Account	 	[****]	 		 	
	705	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	706	 	 Compass Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	708	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	709	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	 Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	710	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	714	 	 Bank of the West
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	715	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	716	 	 First Bank & Trust
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	717	 	 BB&T
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	718	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	719	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	720	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	723	 	 Bank of Hawaii
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	725	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	726	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	729	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	732	 	 SunTrust Bank
	 	[****]	 	Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	733	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	735	 	 Wash Mutual
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	737	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	738	 	 Wachovia
	 	[****]	 	Wachovia Chico’s Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	748	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	752	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	758	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	759	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	763	 	 Bank of America
	 	[****]	 	BOA Chico’s Intermediary Account	 	[****]	 		 	
	3001	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3003	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3004	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3005	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3009	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3011	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3012	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3013	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3015	 	 Wells Fargo
	 	[****]	 	Wells Fargo WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3016	 	 Wachovia
	 	[****]	 	Wachovia WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3019	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3020	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3021	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3022	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3023	 	 Natl City
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	3027	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3028	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3030	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3031	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3032	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	 	 BANK NAME
	 	ACCOUNT NO.	 	
Intermidiate Account Roll Up
	 	ACCOUNT NO.	 	 Roll Up
	 	ACCOUNT NO.
	3033	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3034	 	 Wells Fargo
	 	[****]	 	Wells Fargo WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3036	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3037	 	 Wachovia
	 	[****]	 	Wachovia WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3038	 	 Wachovia
	 	[****]	 	Wachovia WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3039	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3043	 	 First National Bank of Santa Fe
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	3046	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3049	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3051	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3052	 	 US Bank
	 	[****]	 	US Bank WHBM Intermediary Account	 	[****]	 		 	
	3053	 	 Wachovia
	 	[****]	 	Wachovia WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3055	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3056	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3057	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3058	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3059	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3060	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3061	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3062	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3063	 	 Bank of Hawaii
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	3064	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3065	 	 Wachovia
	 	[****]	 	Wachovia WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3066	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3067	 	 Wells Fargo
	 	[****]	 	Wells Fargo WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3068	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3069	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	3070	 	 First Hawaiian Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	3071	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3072	 	 Wachovia
	 	[****]	 	Wachovia WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3073	 	 Banco Pop
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	3074	 	 Wachovia
	 	[****]	 	Wachovia WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3075	 	 Regions
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	3076	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3077	 	 Wachovia
	 	[****]	 	Wachovia WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3078	 	 Wells Fargo
	 	[****]	 	Wells Fargo WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3079	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3081	 	 PNC Bank
	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	3082	 	 US Bank
	 	[****]	 	US Bank WHBM Intermediary Account	 	[****]	 		 	
	3083	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3084	 	 JP Morgan Chase
	 	[****]	 	JP Morgan Chase WHBM Intermediary Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	3085	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	
	3086	 	 Bank of America
	 	[****]	 	BOA WHBM Intermediary Account	 	[****]	 		 	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 
 As of November 24, 2008 

 

													
	 STORE NO
	  	 BANK NAME
	  	ACCOUNT NO.	 	 Intermidiate Account Roll Up
	  	ACCOUNT NO.	 	 Roll Up
	  	ACCOUNT NO.
	3087	  	 US Bank
	  	[****]	 	US Bank WHBM Intermediary Account	  	[****]	 		  	
	3088	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3089	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3090	  	 North Fork Bank (Capital One)
	  	[****]	 		  		 	BOA Chico’s Store Wires	  	[****]
	3091	  	 US Bank
	  	[****]	 	US Bank WHBM Intermediary Account	  	[****]	 		  	
	3092	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3093	  	 Fifth Third Bank
	  	[****]	 		  		 	BOA Chico’s Store Wires	  	[****]
	3094	  	 JP Morgan Chase
	  	[****]	 	JP Morgan Chase WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3095	  	 BB&T
	  	[****]	 		  		 	BOA Chico’s Store Wires	  	[****]
	3096	  	 Wells Fargo
	  	[****]	 	Wells Fargo WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3097	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3098	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3100	  	 Bank of Hawaii
	  	[****]	 		  		 	BOA Chico’s Store Wires	  	[****]
	3101	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3102	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3103	  	 Wells Fargo
	  	[****]	 	Wells Fargo WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3104	  	 Wachovia
	  	[****]	 	Wachovia WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3105	  	 Capital One (North Fork)
	  	[****]	 		  		 	BOA Chico’s Store Wires	  	[****]
	3106	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3107	  	 Natl City
	  	[****]	 		  		 	BOA Chico’s Store Wires	  	[****]
	3108	  	 JP Morgan Chase
	  	[****]	 	JP Morgan Chase WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3109	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3110	  	 Wells Fargo
	  	[****]	 	Wells Fargo WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3111	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3112	  	 Wells Fargo
	  	[****]	 	Wells Fargo WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3113	  	 Wells Fargo
	  	[****]	 	Wells Fargo WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3114	  	 Wells Fargo
	  	[****]	 	Wells Fargo WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3115	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3116	  	 Wachovia
	  	[****]	 	Wachovia WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3117	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3118	  	 Natl City
	  	[****]	 		  		 	BOA Chico’s Store Wires	  	[****]
	3119	  	 Wachovia
	  	[****]	 	Wachovia WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3120	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3121	  	 Wachovia
	  	[****]	 	Wachovia WHBM Intermediary Account	  	[****]	 	BOA Chico’s Store Wires	  	[****]
	3122	  	 US Bank
	  	[****]	 	US Bank WHBM Intermediary Account	  	[****]	 		  	
	3123	  	 Huntington Bank
	  	[****]	 		  		 	BOA Chico’s Store Wires	  	[****]
	3124	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3125	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3126	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3127	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3128	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3129	  	 Bank of America
	  	[****]	 	BOA WHBM Intermediary Account	  	[****]	 		  	
	3130	  	 IBC Bank
	  	[****]	 		  		 	BOA Chico’s Store Wires	  	[****]


  









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
  
 Chico’s FAS, Inc. & Subsidiaries

 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	  	 BANK NAME
	  	 ACCOUNT NO.
	  	 Intermidiate Account Roll Up
	  	 ACCOUNT NO.
	  	 Roll Up
	  	 ACCOUNT NO.

	 3131
	  	 US Bank
	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	 3132
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3133
	  	 Cape Cod Five
	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3134
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3135
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3136
	  	 Wells Fargo
	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3138
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3139
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3140
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3141
	  	 Wachovia
	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3142
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3143
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3144
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3145
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3146
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3147
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3148
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3149
	  	 US Bank
	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	 3150
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3151
	  	 Wachovia
	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3152
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3153
	  	 Wells Fargo
	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3154
	  	 US Bank
	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	 3155
	  	 PNC Bank
	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3156
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3157
	  	 Compass Bank
	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3159
	  	 JP Morgan Chase
	  	[****]	  	JP Morgan Chase WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3160
	  	 Wash Mutual
	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3161
	  	 Wells Fargo
	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3162
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3163
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3164
	  	 JP Morgan Chase
	  	[****]	  	JP Morgan Chase WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3165
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3166
	  	 JP Morgan Chase
	  	[****]	  	JP Morgan Chase WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3167
	  	 Huntington Bank
	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3168
	  	 Wachovia
	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3169
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3170
	  	 Sovereign Bank
	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3171
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3172
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3173
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3175
	  	 Bank of America
	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3176
	  	 Wells Fargo
	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]


  









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
  
 Chico’s FAS, Inc. & Subsidiaries

 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	  	 BANK NAME
	  	 ACCOUNT NO.
	  	 Intermidiate Account Roll Up
	  	 ACCOUNT NO.
	  	 Roll Up
	  	 ACCOUNT NO.

	3177	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3178	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3179	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3180	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	3181	  	Regions	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3182	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3183	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3184	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	3185	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3186	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3187	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3188	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3189	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3190	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3191	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3192	  	Huntington Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3193	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	3194	  	Compass Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3195	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3196	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3197	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3198	  	UMB	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3199	  	Wash Mutual	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3200	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	3201	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3202	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3203	  	BB&T	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3204	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3205	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3206	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3207	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3208	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3209	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3210	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3211	  	IBC Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3212	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3213	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3214	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3215	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3216	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3217	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3218	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3219	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
  
 Chico’s FAS, Inc. & Subsidiaries

 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	  	 BANK NAME
	  	 ACCOUNT NO.
	  	 Intermidiate Account Roll Up
	  	 ACCOUNT NO.
	  	 Roll Up
	  	 ACCOUNT NO.

	3220	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3221	  	BB&T	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3222	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3223	  	PNC Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3224	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	3225	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3226	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3227	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	3228	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3229	  	Valley National Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3230	  	Commerce Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3231	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3232	  	AmSouth Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3233	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3234	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3235	  	Security National Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3236	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3237	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3238	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3239	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3240	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3241	  	Fifth Third Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3242	  	IBC Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3243	  	Idaho Trust National Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3244	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3246	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3247	  	Valley National Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3248	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3249	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	3250	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3251	  	Regions	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3252	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3253	  	Wrentham Coop	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3254	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3255	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3256	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	3257	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3258	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3259	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3260	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3261	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	3262	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	3263	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
  
 Chico’s FAS, Inc. & Subsidiaries

 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	  	 BANK NAME
	  	 ACCOUNT NO.
	  	 Intermidiate Account Roll Up
	  	 ACCOUNT NO.
	  	 Roll Up
	  	 ACCOUNT NO.

	 3264
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3265
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3266
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3267
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3268
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3269
	  	PNC Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3270
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3271
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3272
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3274
	  	First Bank & Trust	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3275
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3276
	  	First Bank Virgin Islands	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3277
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3278
	  	SunTrust Bank	  	[****]	  	WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3279
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3280
	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	 3281
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3282
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3283
	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	 3284
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3285
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3286
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3287
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3288
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3289
	  	Citizens Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3290
	  	Fifth Third Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3291
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3292
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3293
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3294
	  	North Fork Bank (Capital One)	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3295
	  	SunTrust Bank	  	[****]	  	WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3296
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3297
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3299
	  	Citizens Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3300
	  	PNC Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3301
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3302
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3303
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3304
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3305
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3306
	  	Regions	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3307
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3308
	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
  
 Chico’s FAS, Inc. & Subsidiaries

 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	  	 BANK NAME
	  	 ACCOUNT NO.
	  	 Intermidiate Account Roll Up
	  	 ACCOUNT NO.
	  	 Roll Up
	  	 ACCOUNT NO.

	 3309
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3310
	  	North Fork Bank (Capital One)	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3311
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3312
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3313
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3314
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3315
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3316
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3317
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3318
	  	Regions	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3319
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3320
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3321
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3322
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3323
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3324
	  	Fidelity Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3325
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3326
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3327
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3328
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3329
	  	Compass Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3330
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3331
	  	Huntington Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3332
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3333
	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	 3334
	  	PNC Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3335
	  	Regions	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3336
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3337
	  	Bank of Hawaii	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3338
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3339
	  	Regions	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3340
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3341
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3342
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3343
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3344
	  	People Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3345
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3346
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3347
	  	Citizens Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3348
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3349
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3351
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3352
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
  
 Chico’s FAS, Inc. & Subsidiaries

 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	  	 BANK NAME
	  	 ACCOUNT NO.
	  	 Intermidiate Account Roll Up
	  	 ACCOUNT NO.
	  	 Roll Up
	  	 ACCOUNT NO.

	 3353
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3354
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3356
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3357
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3358
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3359
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3360
	  	US Bank	  	[****]	  	US Bank WHBM Intermediary Account	  	[****]	  		  	
	 3361
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3362
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3364
	  	Fifth Third Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3368
	  	BB&T	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3372
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3373
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3374
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3376
	  	Regions	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3379
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3380
	  	Citizens Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3382
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3384
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3386
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3390
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3391
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3394
	  	IBC Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3395
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3397
	  	Wachovia	  	[****]	  	Wachovia WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3401
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 3402
	  	Wells Fargo	  	[****]	  	Wells Fargo WHBM Intermediary Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 3408
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3411
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 3414
	  	Bank of America	  	[****]	  	BOA WHBM Intermediary Account	  	[****]	  		  	
	 5001
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5002
	  	Wells Fargo	  	[****]	  	Wells Fargo Soma Intermidiate Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 5003
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5006
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase Soma Intermidiate Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 5007
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase Soma Intermidiate Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 5008
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5009
	  	SunTrust Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5010
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase Soma Intermidiate Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 5011
	  	US Bank	  	[****]	  	US Bank Soma Intermidiate Account	  	[****]	  		  	
	 5012
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5013
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase Soma Intermidiate Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 5014
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5015
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
  
 Chico’s FAS, Inc. & Subsidiaries

 Store Bank Accounts 

As of November 24, 2008 
  

													
	 STORE NO
	  	 BANK NAME
	  	 ACCOUNT NO.
	  	
Intermidiate Account Roll Up
	  	 ACCOUNT NO.
	  	 Roll Up
	  	 ACCOUNT NO.

	 5016
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5017
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5018
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase Soma Intermidiate Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 5019
	  	US Bank	  	[****]	  	US Bank Soma Intermidiate Account	  	[****]	  		  	
	 5020
	  	Fifth Third Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5021
	  	Compass Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5022
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5023
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5024
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5025
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5026
	  	Wachovia	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5028
	  	Banco Pop	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5029
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5030
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5031
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5032
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5034
	  	BB&T	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5035
	  	Wachovia	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5036
	  	Natl City	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5037
	  	Wachovia	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5038
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase Soma Intermidiate Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 5039
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5040
	  	PNC Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5041
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5042
	  	SunTrust Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5044
	  	SunTrust Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5045
	  	Wash Mutual	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5046
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5047
	  	Wells Fargo	  	[****]	  	Wells Fargo Soma Intermidiate Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 5048
	  	North Fork Bank (Capital One)	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5050
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5051
	  	Compass Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5052
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5053
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5054
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5055
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5056
	  	Fifth Third Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5057
	  	SunTrust Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5058
	  	JP Morgan Chase	  	[****]	  	JP Morgan Chase Soma Intermidiate Account	  	[****]	  	BOA Chico’s Store Wires	  	[****]
	 5059
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5060
	  	Compass Bank	  	[****]	  		  		  	BOA Chico’s Store Wires	  	[****]
	 5061
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	
	 5062
	  	Bank of America	  	[****]	  	BOA Soma Intermediary Account	  	[****]	  		  	









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
 Chico’s FAS, Inc. & Subsidiaries 
 Store Bank Accounts 
 As of November 24, 2008 

 

													
	 STORE NO
	 	 BANK NAME
	 	 ACCOUNT NO.
	 	
Intermidiate Account Roll Up
	 	 ACCOUNT NO.
	 	 Roll Up
	 	 ACCOUNT NO.

	5063	 	Bank of America	 	[****]	 	BOA Soma Intermediary Account	 	[****]	 		 	
	5064	 	US Bank	 	[****]	 	US Bank Soma Intermidiate Account	 	[****]	 		 	
	5065	 	Citizens Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	5066	 	US Bank	 	[****]	 	US Bank Soma Intermidiate Account	 	[****]	 		 	
	5067	 	Bank of America	 	[****]	 	BOA Soma Intermediary Account	 	[****]	 		 	
	5068	 	Bank of America	 	[****]	 	BOA Soma Intermediary Account	 	[****]	 		 	
	5070	 	JP Morgan Chase	 	[****]	 	JP Morgan Chase Soma Intermidiate Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	5071	 	Bank of America	 	[****]	 	BOA Soma Intermediary Account	 	[****]	 		 	
	5072	 	Bank of America	 	[****]	 	BOA Soma Intermediary Account	 	[****]	 		 	
	5073	 	Compass Bank	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	5075	 	Wells Fargo	 	[****]	 	Wells Fargo Soma Intermidiate Account	 	[****]	 	BOA Chico’s Store Wires	 	[****]
	5077	 	Bank of America	 	[****]	 	BOA Soma Intermediary Account	 	[****]	 		 	
	5080	 	Wachovia	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	5091	 	Bank of America	 	[****]	 	BOA Soma Intermediary Account	 	[****]	 		 	
	5117	 	BB&T	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	5123	 	Natl City	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]
	5143	 	Wachovia	 	[****]	 		 		 	BOA Chico’s Store Wires	 	[****]


  









	[****]	This portion of the schedule has been omitted and is subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete schedule was filed separately with the Securities and Exchange Commission. 

  
 Chico’s FAS, Inc. & Subsidiaries 
 Corporate Accounts 
 As of November 24, 2008 

 

									
	Corp Account	 	 BANK NAME
	 	 ACCOUNT NO.
	 	 Type Acct
	  	 Entity Own by

	Chico’s Retail Investment Acct	 	Bank of America	 	[****]	 	Investment Acct	  	Chicos Retail Services, Inc.
	Chico’s Retail Services	 	Bank of America	 	[****]	 	Disbursement	  	Chicos Retail Services, Inc.
	Chico’s Intermediary Account	 	Bank of America	 	[****]	 	Intermediary Acct	  	Chico’s FAS, Inc.
	Chico’s AP	 	Bank of America	 	[****]	 	Disbursement	  	Chico’s FAS, Inc.
	Chico’s Visa	 	Bank of America	 	[****]	 	Deposits	  	Chico’s FAS, Inc.
	Chico’s Store Wires	 	Bank of America	 	[****]	 	Deposits	  	Chico’s FAS, Inc.
	Chico’s Payroll	 	Bank of America	 	[****]	 	Disbursement	  	Chico’s FAS, Inc.
	Chico’s FAS Inc	 	Bank of America	 	[****]	 	Main Acct	  	Chico’s FAS, Inc.
	Chico’s Amex	 	Bank of America	 	[****]	 	Deposits	  	Chico’s FAS, Inc.
	Chico’s Discover	 	Bank of America	 	[****]	 	Deposits	  	Chico’s FAS, Inc.
	Chico’s Dist Services	 	Bank of America	 	[****]	 	Disbursement	  	Chico’s Distribution, LLC
	White House, Inc Intermediary Account	 	Bank of America	 	[****]	 	Intermediary Acct	  	White House | Black Market, Inc.
	Soma by Chico’s LLC	 	Bank of America	 	[****]	 	Disbursement	  	Soma Intimates, LLC
	White House, Black Market Master	 	Bank of America	 	[****]	 	Concentration	  	White House | Black Market, Inc.
	WHBM A/P	 	Bank of America	 	[****]	 	Disbursement	  	White House | Black Market, Inc.
	Fitappco, Inc	 	Bank of America	 	[****]	 	Disbursement	  	Fitappco, Inc
	Chico’s Debit Card	 	Bank of America	 	[****]	 	Deposits	  	Chico’s FAS, Inc.
	Soma Intermediary Account	 	Bank of America	 	[****]	 	Intermediary Acct	  	Soma Intimates, LLC
	Consolidated Returns	 	National City Bank	 	[****]	 	Disbursement	  	Chico’s FAS, Inc.
	Chico’s Intermediary Account	 	Wachovia	 	[****]	 	Intermediary Acct	  	Chico’s FAS, Inc.
	WHBM Intermediary Account	 	Wachovia	 	[****]	 	Intermediary Acct	  	White House | Black Market, Inc.
	Chico’s Intermediary Account	 	Wells Fargo	 	[****]	 	Intermediary Acct	  	Chico’s FAS, Inc.
	WHBM Intermediary Account	 	Wells Fargo	 	[****]	 	Intermediary Acct	  	White House | Black Market, Inc.
	Soma Intermediary Account	 	Wells Fargo	 	[****]	 	Intermediary Acct	  	Soma Intimates, LLC
	Chico’s Intermediary Account	 	Us Bank	 	[****]	 	Intermediary Acct	  	Chico’s FAS, Inc.
	WHBM Intermediary Account	 	Us Bank	 	[****]	 	Intermediary Acct	  	White House | Black Market, Inc.
	Soma Intermediary Account	 	Us Bank	 	[****]	 	Intermediary Acct	  	Soma Intimates, LLC
	Chico’s Intermediary Account	 	JP Morgan Chase	 	[****]	 	Intermediary Acct	  	Chico’s FAS, Inc.
	WHBM Intermediary Account	 	JP Morgan Chase	 	[****]	 	Intermediary Acct	  	White House | Black Market, Inc.
	Soma Intermediary Account	 	JP Morgan Chase	 	[****]	 	Intermediary Acct	  	Soma Intimates, LLC
	Chico’s Intermediary Account	 	SunTrust	 	[****]	 	Intermediary Acct	  	Chico’s FAS, Inc.
	WHBM Intermediary Account	 	SunTrust	 	[****]	 	Intermediary Acct	  	White House | Black Market, Inc.








 Except as disclosed on Schedule 5.1(m), none. 

Schedule 8.1 







 Attached are the Company’s investments 

as of November 1, 2008 







 CHICO’S RETAIL SERVICES Holdings 

																															
	 Cusip
	 	 Security Description
	 	Shares/Par	 	 	Cost	 	 	Amort Cost	 	 	Market Value	 	 	Acq
Yield	 	 	Days to
Maturity	 	 	Duration	 
	 Daily Reset
	 		 				 				 				 				 				 				 			
	 45200PZX8
	 	IL HEALTH FACS AUTH REV, MB, FRN, 12/1/23	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	2.00	  	 	 	2	  	 	 	0.01	  
		 		 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	2.00	  	 				 	 	0.01	  
	 7-Day Reset
	 		 				 				 				 				 				 				 			
	 011710HX1
	 	ALASKA INDL DEVLPMNT & EXPT AUTHORITY, FRN, 4/1/27	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	1.50	  	 	 	5	  	 	 	0.01	  
	 052398BD5
	 	AUSTIN, TX ARPT SYS REV, MB, FRN, 11/15/17	 	 	1,400,000.00	  	 	 	1,400,000.00	  	 	 	1,400,000.00	  	 	 	1,400,000.00	  	 	 	1.65	  	 	 	4	  	 	 	0.01	  
	 10624EAB0
	 	BRAZOS, TX HBR INDL DEV, MB, FRN, 5/1/37	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1.95	  	 	 	5	  	 	 	0.01	  
	 10624EAB0
	 	BRAZOS, TX HBR. INDL DEV, MB, FRN, 5/1/37	 	 	1,500,000.00	  	 	 	1,500,000.00	  	 	 	1,500,000.00	  	 	 	1,500,000.00	  	 	 	1.95	  	 	 	5	  	 	 	0.01	  
	 10624EAB0
	 	BRAZOS, TX HBR INDL DEV, MB, FRN, 5/1/37	 	 	1,550,000.00	  	 	 	1,550,000.00	  	 	 	1,550,000.00	  	 	 	1,550.000.00	  	 	 	1.95	  	 	 	5	  	 	 	0.01	  
	 117083AA3
	 	BRUNSWICK COUNTY, VIRGINIA, MB, FRN, 1/1/17	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	3.80	  	 	 	5	  	 	 	0.01	  
	 160853LK1
	 	MECKLENBERG HOSP, FRN, 1/15/43	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	2.80	  	 	 	5	  	 	 	0.01	  
	 196479EN5
	 	COLORADO HOUSING & FIN AUTHORITY, MB, FRN, 10/1/22	 	 	4,190,000.00	  	 	 	4,190,000.00	  	 	 	4,190,000.00	  	 	 	4,190,000.00	  	 	 	2.15	  	 	 	4	  	 	 	0.01	  
	 199238CJ3
	 	COLUMBAS IND ECONIMIC DEV, FRN, 11/01/36	 	 	2,660,000.00	  	 	 	2,660,000.00	  	 	 	2,660,000.00	  	 	 	2,660,000.00	  	 	 	2.00	  	 	 	5	  	 	 	0.01	  
	 249181KW7
	 	DENVER, COLORADO, CITY & CNTY ARPT, FRN, 11/15/25	 	 	3,950,000.00	  	 	 	1,950,000.00	  	 	 	3,950,000.00	  	 	 	3,950,000.00	  	 	 	1.83	  	 	 	4	  	 	 	0.01	  
	 249181KW7
	 	DENVER, COLORADO, CITY & CNTY ARPT, FRN, 11/15/25	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	1.83	  	 	 	4	  	 	 	0.01	  
	 249181KX5
	 	DENVER COLORADO CITY AIRPORT REV, FRN, 11/15/25	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	1.83	  	 	 	4	  	 	 	0.01	  
	 29270CTH8
	 	ENERGY NORTHWEST WASH ELEC REV, MB, FRN, 7/1/18	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	4.50	  	 	 	4	  	 	 	0.01	  
	 392274TY2
	 	ORLANDO, FLORIDA, MB, FRN, 10/1/21	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	4.35	  	 	 	4	  	 	 	0.01	  
	 3960X0HW6
	 	GREENVILLE SC HOSPITAL REV, FRN 5/1/33	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	1.80	  	 	 	5	  	 	 	0.01	  
	 45200BYX0
	 	ILLINOIS FIN AUTH REV, MB, FRN, 1/1/16	 	 	5,770,000.00	  	 	 	5,770,000.00	  	 	 	5,770,000.00	  	 	 	5,770,000.00	  	 	 	1.73	  	 	 	5	  	 	 	0.01	  
	 45200BYX0
	 	ILLINOIS FIN AUTH REV, MB, FRN, 1/1/16	 	 	1,200,000.00	  	 	 	1,200,000.00	  	 	 	1,200,000.00	  	 	 	1,200,000.00	  	 	 	1.73	  	 	 	5	  	 	 	0.01	  
	 45200BYX0
	 	ILLINOIS FIN AUTH REV, MB, FRN, 1/1/16	 	 	1,300,000.00	  	 	 	1,300,000.00	  	 	 	1,300,000.00	  	 	 	1,300,000.00	  	 	 	1.73	  	 	 	5	  	 	 	0.01	  
	 46246LTU4
	 	IOWA FINANCE AUTHORITY SNGL FAM, MB, FRN, 7/1/34	 	 	4,500,000.00	  	 	 	4,500,000.00	  	 	 	4,500,000.00	  	 	 	4,500,000.00	  	 	 	1.60	  	 	 	5	  	 	 	0.01	  
	 56052EUJ5
	 	MAINE ST HSG AUTH, MB, FRN, 11/15/39	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	3,500,000.00	  	 	 	5,500,000.00	  	 	 	2.00	  	 	 	5	  	 	 	0.01	  
	 56052EUZ9
	 	MAINE ST HSG AUTH, MB, FRN, 11/15/39	 	 	3,600,000.00	  	 	 	3,600,000.00	  	 	 	3,600,000.00	  	 	 	3,600,000.00	  	 	 	2.55	  	 	 	5	  	 	 	0.01	  
	 56052EUZ9
	 	MAINE ST HSG AUTH, MB, FRN, 11/15/39	 	 	625,000.00	  	 	 	625,000.00	  	 	 	625,000.00	  	 	 	625,000.00	  	 	 	2.55	  	 	 	5	  	 	 	0.01	  
	 574297CT2
	 	MARYLAND STATE STADIUM AUTHORITY, MB, FRN, 3/1/26	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	3.00	  	 	 	5	  	 	 	0.01	  
	 5760494W7
	 	MASSACHUSETTS STATE WTR RES AUTH, MB, FRN, 8/1/29	 	 	8,400,000.00	  	 	 	8,400,000.00	  	 	 	8,400,000.00	  	 	 	8,400,000.00	  	 	 	1.20	  	 	 	5	  	 	 	0.01	  
	 60415NMV1
	 	MINNESOTA, MB, FRN, 7/1/33	 	 	7,100,000.00	  	 	 	7,100,000.00	  	 	 	7,100,000.00	  	 	 	7,100,000.00	  	 	 	1.73	  	 	 	5	  	 	 	0.01	  
	 606907AK9
	 	MISSOURI ST ENVIRONMENTAL IMPT, FRN, 5/1/28	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	3.55	  	 	 	4	  	 	 	0.01	  
	 677525RA7
	 	OHIO STATE AIR QUALITY, MB, FRN, 8/l/33	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	2.00	  	 	 	5	  	 	 	0.01	  
	 677525SJ1
	 	OHIO ST AIR QUALITY DEV AUTH, MB, FRN, 11/1/33	 	 	7,500,000.00	  	 	 	7,500,000.00	  	 	 	7,500,000.00	  	 	 	7,500,000.00	  	 	 	2.00	  	 	 	4	  	 	 	0.01	  
	 688008AA9
	 	OSCEOLA ARK SOLID WAST DISP, MB, FRN, 4/1/2036	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	1.60	  	 	 	5	  	 	 	0.01	  
	 709223QD6
	 	PENNSYLVANIA, STATE TURNPIKE COMMN, FRN, 12/1/12	 	 	6,250,000.00	  	 	 	6,250,000.00	  	 	 	6,250,000.00	  	 	 	6,250,000.00	  	 	 	4.00	  	 	 	5	  	 	 	0.01	  
	 790394BM1
	 	ST JOHNS COUNTRY FLORIDA HOUSING, MB, FRN, 10/1/37	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	4.50	  	 	 	5	  	 	 	0.01	  
	 790678CC8
	 	ST. JOSEPH MICHIGAN HOSPITAL, MB, FRN, 1/1/32	 	 	8,000,000.00	  	 	 	8,000,000.00	  	 	 	8,000,000.00	  	 	 	8,000,000.00	  	 	 	7.00	  	 	 	5	  	 	 	0.01	  
	 804704AA2
	 	SAVANNA ILL INDL DEV REV, MB, FRN, 5/1/14	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	2.30	  	 	 	4	  	 	 	0.01	  
	 882720JB2
	 	VETERANS HSG-FUND II, MB, FRN, 12/1/29	 	 	5,900,000.00	  	 	 	5,900,000.00	  	 	 	5,900,000.00	  	 	 	5,900,000.00	  	 	 	1.63	  	 	 	4	  	 	 	0.01	  
		 		 	 	144,570,000.00	  	 	 	144,570,000.00	  	 	 	144,570,000.00	  	 	 	144,570,000.00	  	 	 	2.60	  	 				 	 	0.01	  
	 MONTHLY RESET
	 				 				 				 				 				 				 			
	 491309BY5
	 	KENTUCKY SINGLE FAMILY REV, MB, FRN, 1/1/09	 	 	250,028.00	  	 	 	250,028.00	  	 	 	250,028.00	  	 	 	250,028.00	  	 	 	1.90	  	 	 	30	  	 	 	0.08	  
	 725301GX7
	 	PITTSBURGH, PA URBAN REDEV AUTH, MB, FRN, 6/1/31	 	 	3,400,000.00	  	 	 	3,400,000.00	  	 	 	3,400,000.00	  	 	 	3,400,000.00	  	 	 	2.36	  	 	 	30	  	 	 	0.08	  
		 		 	 	3,650,028.00	  	 	 	3,650,028.00	  	 	 	3,650,028.00	  	 	 	3,650,028.00	  	 	 	2.33	  	 				 	 	0.08	  
	 MUNICIPAL BONDS
	 				 				 				 				 				 				 			
	 005482K29
	 	ADAMS & ARAPAHOE CNTYS, COLORADO, 5%, 12/1/08	 	 	1,200,000.00	  	 	 	1,211,412.00	  	 	 	1,203,207.62	  	 	 	1,202,352.00	  	 	 	1.64	  	 	 	30	  	 	 	0.08	  
	 033161BD1
	 	ANCHORAGE ALASKA, MB, 55%, 7/1/09	 	 	2,750,000.00	  	 	 	2,799,335.00	  	 	 	2,794,712.04	  	 	 	2,811,737.50	  	 	 	3.00	  	 	 	242	  	 	 	0.66	  
	 040507JZ9
	 	ARIZONA HEALTH FACS AUTH REV, MB, 5%, 1/1/09	 	 	2,000,000.00	  	 	 	2,019,140.00	  	 	 	2,009,153.16	  	 	 	2,008,400.00	  	 	 	2.18	  	 	 	61	  	 	 	0.17	  
	 186432B58
	 	CLEVELAND OHIO WATERWORKS REV, MB, 5. 25%, 1/1/09	 	 	2,100,000.00	  	 	 	2,126,334.00	  	 	 	2,109,061.43	  	 	 	2,109,618.00	  	 	 	2.27	  	 	 	61	  	 	 	0.17	  
	 196617EN0
	 	COLORADO SPRINGS, COLORADO, HOSPITAL, 5%, 12/15/08	 	 	1,480,000.00	  	 	 	1,497,982.00	  	 	 	1,485,239.41	  	 	 	1,483,907.20	  	 	 	2.00	  	 	 	44	  	 	 	0.12	  
	 215579DK6
	 	COOK COUNTY ILLINOIS HIGH SCHOOL, MB, 4%, 12/1/08	 	 	1,000,000.00	  	 	 	1,008,860.00	  	 	 	1,001,776.22	  	 	 	1,001,420.00	  	 	 	1.76	  	 	 	30	  	 	 	0.08	  
	 234685GS8
	 	DALLAS COUNTY TEX CCD, MB, 3.5%, 2/15/09	 	 	3,335,000.00	  	 	 	3,359,045.35	  	 	 	3,351,472.77	  	 	 	3,351,675.00	  	 	 	1.75	  	 	 	106	  	 	 	0.29	  
	 248866MA0
	 	DENTON TEXAS, MB, 3%, 3/15/09	 	 	755,000.00	  	 	 	758,827.85	  	 	 	757,769.75	  	 	 	757,265.00	  	 	 	1.70	  	 	 	106	  	 	 	0.29	  
	 282091B119
	 	EFFINGHAM COUNTY GA, SCHL DIST, MB, 4%, 12/1/08	 	 	1,000,000.00	  	 	 	1,006,820.00	  	 	 	1,001,809.12	  	 	 	1,001,660.00	  	 	 	1.72	  	 	 	30	  	 	 	0.08	  
	 29270CNH4
	 	ENERGY NORTHWEST WA 5.25% 7/1/09	 	 	1,000,000.00	  	 	 	1,132,604.00	  	 	 	1,124,164.52	  	 	 	1,121,824.00	  	 	 	1.90	  	 	 	242	  	 	 	0.66	  
	 343136TN7
	 	FLORIDA ST TPK REV, 5.25%, 7/1/09	 	 	1,800.000.00	  	 	 	1,838,520.00	  	 	 	1,833,516.21	  	 	 	1,841,202.00	  	 	 	2.40	  	 	 	242	  	 	 	0.66	  
	 455141GA3
	 	INDIANA, TRANSN FIN AUTH, 5.25%, 12/1/11	 	 	2,500,000.00	  	 	 	2,558,475.00	  	 	 	2,532,068.38	  	 	 	2,530,550.00	  	 	 	1.68	  	 	 	30	  	 	 	0.08	  
	 462362KF0
	 	IOWA CITY IOWA SEWER REV, MB, 3.0%, 7/1/09	 	 	1,395,000.00	  	 	 	1,406,257.65	  	 	 	l,405,507.96	  	 	 	1,407,024.90	  	 	 	1.85	  	 	 	242	  	 	 	0.66	  
	 498409AM3
	 	KLATHAM FALLS OREGON ELECTRIC, MB, 5.75%, 1/1/13	 	 	4,000,000.00	  	 	 	4,149,320.00	  	 	 	4,102,611.15	  	 	 	4,091,840.00	  	 	 	2.20	  	 	 	61	  	 	 	0.17	  
	 546850AL2
	 	LOUISVILLE KENTUCKY REGL AIRPRT, MB, 4.5%, 7/1/09	 	 	1,250,000.00	  	 	 	1,268,162.50	  	 	 	1,263,152.51	  	 	 	1,258,225.00	  	 	 	2.89	  	 	 	242	  	 	 	0.66	  
	 5816632U4
	 	MCKINNEY TEXAS ISD, MB, 4%, 2/15/09	 	 	1,065,000.00	  	 	 	1,074,563.70	  	 	 	1,071,927.42	  	 	 	1,071,730.80	  	 	 	1.70	  	 	 	106	  	 	 	0.29	  
	 649706WX2
	 	NEW YORK CITY, NY WATER FIN, MB, ZERO, 6/15/09	 	 	l,800,00.00	  	 	 	1,778,598.00	  	 	 	l,778,787.11	  	 	 	1,777,374.00	  	 	 	1.93	  	 	 	226	  	 	 	0.62	  
	 64983MF60
	 	NEW YORK, STATE DORM AUTH, 3.5%, 2/15/09	 	 	2,400,000.00	  	 	 	2,416,512.00	  	 	 	2,408,366.51	  	 	 	2,411,256.00	  	 	 	2.25	  	 	 	106	  	 	 	0.29	  
	 649876094
	 	NEW YORK ST LOC GOV ASST CORP., MB, 5%, 4/1/09	 	 	4,250,000.00	  	 	 	4,317,617.50	  	 	 	4,302,187.25	  	 	 	4,304,272.50	  	 	 	2.00	  	 	 	151	  	 	 	0.41	  
	 67751BWM0
	 	OHIO STATE HWY CAP, MB, 5.5%, 05/01/09	 	 	2,000,000.00	  	 	 	2,044,500.00	  	 	 	2,035,954.00	  	 	 	2,036,540.00	  	 	 	1.85	  	 	 	181	  	 	 	0.50	  
	 681793C60
	 	OMAHA PUBLIC POWER DIST NEBRASKA, MB, 5.4%, 2/1/09	 	 	1,000,000.00	  	 	 	1,017,210.00	  	 	 	1,009,047.11	  	 	 	1,008,550.00	  	 	 	1.70	  	 	 	92	  	 	 	0.25	  
	 76222REY4
	 	RHODE ISLAND ST AND PROVIDENCE, MB, 3.5%, 6/30/09	 	 	2,100,000.00	  	 	 	2,117,934.00	  	 	 	2,117,780.84	  	 	 	2,119,761.00	  	 	 	2.20	  	 	 	241	  	 	 	0.66	  
	 847113AR8
	 	SPARTANBURG COUNTY SCREGL HLTH, MB, 4%, 4/15/09	 	 	1,000,000.00	  	 	 	1,013,470.00	  	 	 	l,008,603.50	  	 	 	1,007,950.00	  	 	 	2.08	  	 	 	165	  	 	 	0.45	  
	 8505785R7
	 	SPRINGFIELD ILLINOIS, MB, 3%, 3/1/09	 	 	640,000.00	  	 	 	643,302.40	  	 	 	642,120.83	  	 	 	642,169,60	  	 	 	1.98	  	 	 	120	  	 	 	0.33	  
	 917572DC0
	 	UTA WATER FINANCE AGENCY, MB, 5.5%, 10/1/29	 	 	2,100,000.00	  	 	 	2,169,720.00	  	 	 	2,168,892.46	  	 	 	2,173,311.00	  	 	 	1.85	  	 	 	334	  	 	 	0.92	  
	 92817PJN5
	 	VIRGINIA ST RES AUTH INFRA, MB, 4%, 5/1/09	 	 	1,000,000.00	  	 	 	1,010,570.00	  	 	 	1,007,853.55	  	 	 	1,007,240.00	  	 	 	2.40	  	 	 	181	  	 	 	0.50	  
		 		 	 	47,020,000.00	  	 	 	47,745,192.95	  	 	 	47,526,743.63	  	 	 	47,538,855.50	  	 	 	2.07	  	 				 	 	0.39	  
		 	Total Fixed Income	 	 	204,240,028.00	  	 	 	204,965,220.95	  	 	 	204,746,771.63	  	 	 	204,758,883.50	  	 	 	2.50	  	 				 	 	0.10	  
	 Cash Equivalent
	 		 				 				 				 				 				 				 			
	 19765M304
	 	COLUMBIA TAX EXEMPT RESERVES TRUST	 	 	49,861,040.92	  	 	 	49,861,040.92	  	 	 	49,861,040.92	  	 	 	49,861,040.92	  	 	 	2.31	  	 	 	2	  	 	 	0.01	  
		 	Total Portfolio	 	 	254,101,068.92	  	 	 	254,826,261.87	  	 	 	254,607,812.55	  	 	 	254,619,924.42	  	 	 	2.47	  	 	 	30	  	 	 	0.082	  


  
 Schedule 8.5 









			
	CHICO’S RETAIL SERVICES INC	  	





  

																																									
	 Cusip
(Pricing)
Number
	 	 Security Description
	 	Tax Lot
Open
Date	 	 	Maturity
Date	 	 	Next
Reset
Date	 	 	Accretion =
False/
Amortization =
True	 	Shares/Par	 	 	Tax Lot Cost	 	 	Tax Lot
Amort	 	 	Tax Lot
Amort Cost	 	 	Tax Lot
Market Value	 	 	Tax Lot
Income	 
	649706WX2	 	NEW YORK CITY, NY WATER FIN, MB, ZERO, 6/15/09	 	 	10/28/08	  	 	 	06/15/09	  	 				 	FALSE	 	 	1,800,000.00	  	 	 	1,778,598.00	  	 	 	189.11	  	 	 	1,778,787.11	  	 	 	1,777,374.00	  	 	 	0.00	  
		 		 				 				 				 	FALSE Total	 	 	1,800,000.00	  	 	 	1,778,598.00	  	 	 	189.11	  	 	 	1,778,787.11	  	 	 	1,777,374.00	  	 	 	0.00	  
	005482K29	 	ADAMS & ARAPAHOE CNTYS, COLORADO, 5%, 12/1/08	 	 	08/18/08	  	 	 	12/01/08	  	 				 	TRUE	 	 	1,200,000.00	  	 	 	1,211,412.00	  	 	 	(8,204.38	) 	 	 	1,203,207.62	  	 	 	1,202,352.00	  	 	 	25,258.73	  
	011710HX1	 	ALASKA INDL DEVLPMNT & EXPT AUTHORITY, FRN, 4/1/27	 	 	05/29/08	  	 	 	04/01/27	  	 	 	11/06/08	  	 	TRUE	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	0.00	  	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	21,401.64	  
	033161BD1	 	ANCHORAGE ALASKA, MB, 5.5%, 7/1/09	 	 	10/02/08	  	 	 	07/01/09	  	 				 	TRUE	 	 	2,750,000.00	  	 	 	2,799,335.00	  	 	 	(4,622.96	) 	 	 	2,794,712.04	  	 	 	2,811,737.50	  	 	 	51,002.90	  
	040507JZ9	 	ARIZONA HEALTH FACS AUTH REV, MB, 5%, 1/1/09	 	 	08/21/08	  	 	 	01/01/09	  	 				 	TRUE	 	 	2,000,000.00	  	 	 	2,019,140.00	  	 	 	(9,986.84	) 	 	 	2,009,153.16	  	 	 	2,008,400.00	  	 	 	17,896.83	  
	052398BD5	 	AUSTIN, TX ARPT SYS REV, MB, FRN, 11/15/17	 	 	07/18/08	  	 	 	11/15/17	  	 	 	11/05/08	  	 	TRUE	 	 	1,400,000.00	  	 	 	1,400,000.00	  	 	 	0.00	  	 	 	1,400,000.00	  	 	 	1,400,000.00	  	 	 	6,555.52	  
	10624EAB0	 	BRAZOS, TX HBR INDL DEV, MB, FRN, 5/1/37	 	 	09/08/08	  	 	 	05/01/37	  	 	 	11/06/08	  	 	TRUE	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	0 00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	3,366.61	  
	10624EAB0	 	BRAZOS. TX HBR INDL DEV, MB, FRN, 5/1/37	 	 	09/29/08	  	 	 	05/01/37	  	 	 	11/06/08	  	 	TRUE	 	 	1,500,000.00	  	 	 	1,500,000.00	  	 	 	0.00	  	 	 	1,500,000.00	  	 	 	1,500,000.00	  	 	 	5,079.92	  
	10624EAB0	 	BRAZOS, TX HBR INDL DEV, MB, FRN, 5/1/37	 	 	10/09/08	  	 	 	05/01/37	  	 	 	11/06/08	  	 	TRUE	 	 	1,550,000.00	  	 	 	1,550,000.00	  	 	 	0.00	  	 	 	1,550,000.00	  	 	 	1,550,000.00	  	 	 	5,249.25	  
	117083AA3	 	BRUNSWICK COUNTY, VIRGINIA, MB, FRN, 1/1/17	 	 	04/18/08	  	 	 	01/01/17	  	 	 	11/06/08	  	 	TRUE	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	0.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	10,060.11	  
	160853LK1	 	MECKLENBERG HOSP, FRN, 1/15/43	 	 	05/28/08	  	 	 	01/15/43	  	 	 	11/06/08	  	 	TRUE	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	0.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	19,118.85	  
	186432B58	 	CLEVELAND OHIO WATERWORKS REV, MB, 5.25%, 1/1/09	 	 	07/14/08	  	 	 	01/01/09	  	 				 	TRUE	 	 	2,100,000.00	  	 	 	2,126,334.00	  	 	 	(17,272.57	) 	 	 	2,109,061.43	  	 	 	2,109,618.00	  	 	 	37,179.83	  
	196479EN5	 	COLORADO HOUSING & FIN AUTHORITY, MB, FRN, 10/1/22	 	 	10/11/07	  	 	 	10/01/22	  	 	 	11/05/08	  	 	TRUE	 	 	4,190,000.00	  	 	 	4,190,000.00	  	 	 	0.00	  	 	 	4,190,000.00	  	 	 	4,190,000.00	  	 	 	15,369.06	  
	196617EN0	 	COLORADO SPRINGS, COLORADO, HOSPITAL, 5%, 12/15/08	 	 	07/18/08	  	 	 	12/15/08	  	 				 	TRUE	 	 	1,480,000.00	  	 	 	1,497,982.00	  	 	 	(12,742.59	) 	 	 	1,485,239.41	  	 	 	1,483,907.20	  	 	 	21,554.56	  
	199238CJ3	 	COLUMBAS IND ECONIMIC DEV, FRN, 11/01/36	 	 	09/04/08	  	 	 	11/01/36	  	 	 	11/06/08	  	 	TRUE .	 	 	2,660,000.00	  	 	 	2,660,000.00	  	 	 	0.00	  	 	 	2,660,000.00	  	 	 	2,660,000.00	  	 	 	9,982.27	  
	215579DK6	 	COOK COUNTY ILLINOIS HIGH SCHOOL. MB, 4%, 12/1/08	 	 	07/07/08	  	 	 	12/01/08	  	 				 	TRUE	 	 	1,000,000.00	  	 	 	1,008,860.00	  	 	 	(7,083.78	) 	 	 	1,001,776.22	  	 	 	1,001,420.00	  	 	 	16,843.54	  
	234685GS8	 	DALLAS COUNTY TEX CCD, MB, 3.5%, 2/15/09	 	 	09/12/08	  	 	 	02/15/09	  	 				 	TRUE	 	 	3,335,000.00	  	 	 	3,359,045.35	  	 	 	(7,572.58	) 	 	 	3,351,472.77	  	 	 	3,351,675.00	  	 	 	29,524.56	  
	248866MA0	 	DENTON TEXAS, MB, 3%, 2/15/09	 	 	08/21/08	  	 	 	02/15/09	  	 				 	TRUE	 	 	755,000.00	  	 	 	758,827.85	  	 	 	(1,058.10	) 	 	 	757,769.75	  	 	 	757,265.00	  	 	 	4,855.42	  
	249181KW7	 	DENVER, COLORADO, CITY & CNTY ARPT, FRN, 11/15/25	 	 	06/09/08	  	 	 	11/15/25	  	 	 	11/05/08	  	 	TRUE	 	 	3.950,000.00	  	 	 	3,950,000.00	  	 	 	0.00	  	 	 	3,950,000.00	  	 	 	3,950,000.00	  	 	 	13,255.16	  
	249181KW7	 	DENVER, COLORADO, CITY & CNTY ARPT, FRN, 11/15/25	 	 	07/18/08	  	 	 	11/15/25	  	 	 	11/05/08	  	 	TRUE	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	0.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	6,711.48	  
	249181KX5	 	DENVER COLORADO CITY AIRPORT REV, FRN, 11/15/25	 	 	10/17/08	  	 	 	11/15/25	  	 	 	11/05/08	  	 	TRUE	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	0.00	  	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	7,298.73	  
	282091BH9	 	EFFINGHAM COUNTY GA, SCHL DIST, MB, 4%, 12/1/08	 	 	08/08/08	  	 	 	12/01/08	  	 				 	TRUE	 	 	1,000,000.00	  	 	 	1,006,820.00	  	 	 	(5,010.88	) 	 	 	1,001,809.12	  	 	 	1,001,660.00	  	 	 	16,835.84	  
	29270CNH4	 	ENERGY NORTHWEST WA 5.25% 7/1/09	 	 	08/07/08	  	 	 	07/01/09	  	 				 	TRUE	 	 	1,100,000.00	  	 	 	1,132,604.00	  	 	 	(8,439.48	) 	 	 	1,124,164.52	  	 	 	1,121,824.00	  	 	 	19,447.77	  
	29270CTH8	 	ENERGY NORTHWEST WASH ELEC REV, MB, FRN, 7/1/18	 	 	07/18/08	  	 	 	07/01/18	  	 	 	11/06/08	  	 	TRUE	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	0.00	  	 	 	5,000.000.00	  	 	 	5,000,000.00	  	 	 	23,019.12	  
	343136TN7	 	FLORIDA ST TPK REV., 5.25%, 7/1/09	 	 	09/23/08	  	 	 	07/01/09	  	 				 	TRUE	 	 	1,800,000.00	  	 	 	1,838,520.00	  	 	 	(5,003.79	) 	 	 	1,833,516.21	  	 	 	1,841,202.00	  	 	 	31,824.74	  
	392274TY2	 	ORLANDO, FLORIDA, MB, FRN, 10/1/21	 	 	10/23/08	  	 	 	10/01/21	  	 	 	11/05/08	  	 	TRUE	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	0.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	29,942.63	  
	396080HW6	 	GREENVILLE SC HOSPITAL REV, FRN 5/1/33	 	 	10/17/08	  	 	 	05/01/33	  	 	 	11/06/08	  	 	TRUE	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	0.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	13,994.54	  
	45200BYX0	 	ILLINOIS FIN AUTH REV, MB, FRN, 1/1/16	 	 	06/13/08	  	 	 	01/01/16	  	 	 	11/06/08	  	 	TRUE	 	 	5,770,000.00	  	 	 	5,770,000.00	  	 	 	000	  	 	 	5,770,000.00	  	 	 	5,770,000.00	  	 	 	18,580.66	  
	45200BYX0	 	ILLINOIS FIN AUTH REV, MB, FRN, 1/1/16	 	 	06/19/08	  	 	 	01/01/16	  	 	 	11/06/08	  	 	TRUE	 	 	1,200,000.00	  	 	 	1,200,000.00	  	 	 	0.00	  	 	 	1,200,000.00	  	 	 	1,200,000.00	  	 	 	3,864.27	  
	45200BYX0	 	ILLINOIS FIN AUTH REV, MB, FRN, 1/1/16	 	 	06/26/08	  	 	 	01/01/16	  	 	 	11/06/08	  	 	TRUE	 	 	1,300,000.00	  	 	 	1,300,000.00	  	 	 	0.00	  	 	 	1,300,000.00	  	 	 	1,300,000.00	  	 	 	4,186.28	  
	45200PZX8	 	IL HEALTH FACS AUTH REV, MB, FRN, 12/1/23	 	 	06/16/08	  	 	 	12/01/23	  	 	 	11/03/08	  	 	TRUE	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	0 00	  	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	31,935.24	  
	455141GA3	 	INDIANA, TRANSN FIN AUTH, 5.25%, 12/1/11	 	 	07/09/08	  	 	 	12/01/11	  	 				 	TRUE	 	 	2,500,000.00	  	 	 	2,558,475.00	  	 	 	(26,406.62	) 	 	 	2,532,068.38	  	 	 	2,530,550.00	  	 	 	55,278.65	  
	462362KF0	 	IOWA CITY IOWA SEWER REV, MB, 3.0%, 7/1/09	 	 	09/10/08	  	 	 	07/01/09	  	 				 	TRUE	 	 	1,395,000.00	  	 	 	1,406,257.65	  	 	 	(749.69	) 	 	 	1,405,507.96	  	 	 	1,407,024.90	  	 	 	2,038.85	  
	46246LTU4	 	IOWA FINANCE AUTHORITY SNGL FAM, MB, FRN, 7/1/34	 	 	06/16/08	  	 	 	07/01/34	  	 	 	11/06/08	  	 	TRUE	 	 	4,500,000.00	  	 	 	4,500,000.00	  	 	 	0.00	  	 	 	4,500,000.00	  	 	 	4,500,000.00	  	 	 	14,128.28	  
	491309BY5	 	KENTUCKY SINGLE FAMILY REV, MB, FRN, 1/1/09	 	 	05/14/08	  	 	 	01/01/09	  	 	 	12/01/08	  	 	TRUE	 	 	250,028.00	  	 	 	250,028.00	  	 	 	0.00	  	 	 	250,028.00	  	 	 	250,028.00	  	 	 	532.18	  
	498409AM3	 	KLATHAM FALLS OREGON ELECTRIC. MB, 5.75%, 1/1/13	 	 	06/26/08	  	 	 	01/01/13	  	 				 	TRUE	 	 	4,000,000.00	  	 	 	4,149,320.00	  	 	 	(46,708.85	) 	 	 	4,102,611.15	  	 	 	4,091,840.00	  	 	 	77,500.00	  
	546850AL2	 	LOUISVILLE KENTUCKY REGL AIRPRT. MB. 4.5%. 7/1/09	 	 	07/29/08	  	 	 	07/01/09	  	 				 	TRUE	 	 	1,250,000.00	  	 	 	1,268,262.50	  	 	 	(5,109.99	) 	 	 	1,263,152.51	  	 	 	1,258,225.00	  	 	 	14,615.38	  
	56052EUJ5	 	MAINE ST HSG AUTH, MB, FRN, 11/15/39	 	 	08/15/08	  	 	 	11/15/39	  	 	 	11/06/08	  	 	TRUE	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	0.00	  	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	68,076.78	  
	56052EUZ9	 	MAINE ST HSG AUTH, MB, FRN, 11/15/39	 	 	06/09/08	  	 	 	11/15/39	  	 	 	11/06/08	  	 	TRUE	 	 	3,600,000.00	  	 	 	3,600,000.00	  	 	 	0.00	  	 	 	3,600,000.00	  	 	 	3,600,000.00	  	 	 	49,080.00	  
	56052EUZ9	 	MAINE ST HSG AUTH, MB, FRN, 11/15/39	 	 	09/19/08	  	 	 	11/15/39	  	 	 	11/06/08	  	 	TRUE	 	 	625,000.00	  	 	 	625,000.00	  	 	 	0.00	  	 	 	625,000.00	  	 	 	625,000.00	  	 	 	8,520.83	  
	574297CT2	 	MARYLAND STATE STADIUM AUTHORITY, MB, FRN, 3/1/26	 	 	04/17/08	  	 	 	03/01/26	  	 	 	11/06/08	  	 	TRUE	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	0.00	  	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	27,024.59	  
	5760494W7	 	MASSACHUSETTS STATE WTR RES AUTH, MB, FRN, 8/1/29	 	 	05/29/08	  	 	 	08/01/29	  	 	 	11/06/08	  	 	TRUE	 	 	8,400,000.00	  	 	 	8,400,000.00	  	 	 	0.00	  	 	 	8,400,000.00	  	 	 	8,400,000.00	  	 	 	23,157.38	  
	5816632U4	 	MCKINNEY TEXAS ISD, MB, 4%, 2/15/09	 	 	08/20/08	  	 	 	02/15/09	  	 				 	TRUE	 	 	1,065,000.00	  	 	 	1,074,563.70	  	 	 	(2,636.28	) 	 	 	1,071,927.42	  	 	 	1,071,730.80	  	 	 	9,132.08	  
	60415NMV1	 	MINNESOTA, MB, FRN, 7/1/33	 	 	04/23/08	  	 	 	07/01/33	  	 	 	11/06/08	  	 	TRUE	 	 	7,100,000.00	  	 	 	7,100,000.00	  	 	 	0.00	  	 	 	7,100,000.00	  	 	 	7,100,000.00	  	 	 	66,631.36	  
	606907AK9	 	MISSOURI ST ENVIRONMENTAL IMPT, FRN, 5/1/28	 	 	10/17/08	  	 	 	05/01/28	  	 	 	11/05/08	  	 	TRUE	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	0 00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	18,879.79	  
	64983MF60	 	NEW YORK, STATE DORM AUTH, 3.5%, 2/15/09	 	 	07/02/08	  	 	 	02/15/09	  	 				 	TRUE	 	 	2,400,000.00	  	 	 	2,416,512.00	  	 	 	(8,145.49	) 	 	 	2,408,366.51	  	 	 	2,411,256.00	  	 	 	22,932.61	  
	649876G94	 	NEW YORK ST LOC GOV ASST CORP., MB, 5%, 4/1/09	 	 	09/18/08	  	 	 	04/01/09	  	 				 	TRUE	 	 	4,250,000.00	  	 	 	4,317,617.50	  	 	 	(15,430.25	) 	 	 	4,302,187.25	  	 	 	4,304,272.50	  	 	 	18,681.32	  
	677518WM0	 	OHIO STATE HWY CAP, MB, 5.5%, 05/01/09	 	 	09/16/08	  	 	 	05/01/09	  	 				 	TRUE	 	 	2,000,000.00	  	 	 	2,044,500.00	  	 	 	(8,545.20	) 	 	 	2,035,954.80	  	 	 	2,036,540.00	  	 	 	55,303.87	  
	677525RA7	 	OHIO STATE AIR QUALITY, MB, FRN, 8/1/33	 	 	07/18/08	  	 	 	08/01/33	  	 	 	11/06/08	  	 	TRUE	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	0.00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	3,133.68	  
	677525SJ7	 	OHIO ST AIR QUALITY DEV AUTH, MB, FRN, 11/1/33	 	 	06/09/08	  	 	 	11/01/33	  	 	 	11/05/08	  	 	TRUE	 	 	7,500,000.00	  	 	 	7,500,000.00	  	 	 	0.00	  	 	 	7,500,000.00	  	 	 	7,500,000.00	  	 	 	24,446.72	  
	681793C60	 	OMAHA PUBLIC POWER DIST NEBRASKA, MB, 5.4%, 2/1/09	 	 	08/11/08	  	 	 	02/01/09	  	 				 	TRUE	 	 	1,000,000.00	  	 	 	1,017,210.00	  	 	 	(8,162.89	) 	 	 	1,009,047.11	  	 	 	1,008,550.00	  	 	 	13,665.61	  
	688006AA9	 	OSCEOLA ARK SOLID WAST DISP, MB, FRN, 4/1/2036	 	 	07/18/08	  	 	 	04/26/36	  	 	 	11/06/08	  	 	TRUE	 	 	5,000,000.00	  	 	 	5,000.000.00	  	 	 	0.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	15,375.68	  
	709223QD6	 	PENNSYLVANIA, STATE TURNPIKE COMMN, FRN, 12/1/12	 	 	07/07/08	  	 	 	12/01/12	  	 	 	11/06/08	  	 	TRUE	 	 	6,250,000.00	  	 	 	6,250,000.00	  	 	 	0.00	  	 	 	6,250,000.00	  	 	 	6,250,000.00	  	 	 	28,850.75	  
	725301GX7	 	PITTSBURGH, PA URBAN REDEV AUTH, MB, FRN, 6/1/31	 	 	06/16/08	  	 	 	06/01/31	  	 	 	12/01/08	  	 	TRUE	 	 	3,400,000.00	  	 	 	3,400,000.00	  	 	 	0.00	  	 	 	3,400,000.00	  	 	 	3,400,000.00	  	 	 	7,015.53	  
	76222REY4	 	RHODE ISLAND ST AND PROVIDENCE, MB, 3.5%, 6/30/09	 	 	10/28/08	  	 	 	06/30/09	  	 				 	TRUE	 	 	2,100,000.00	  	 	 	2,117,934.00	  	 	 	(153.16	) 	 	 	2,117,780.84	  	 	 	2,119,761.00	  	 	 	404.96	  
	790394BM1	 	ST JOHNS COUNTRY FLORIDA HOUSING, MB, FRN, 10/1/37	 	 	10/23/08	  	 	 	10/01/37	  	 	 	11/06/08	  	 	TRUE	 	 	6,500,000.00	  	 	 	6,500,000 00	  	 	 	0.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	30,209.02	  
	790678CC8	 	ST. JOSEPH MICHIGAN HOSPITAL, MB, FRN, 1/1/32	 	 	06/12/08	  	 	 	01/01/32	  	 	 	11/06/08	  	 	TRUE	 	 	8,000,000.00	  	 	 	8,000,000.00	  	 	 	0 00	  	 	 	8,000,000.00	  	 	 	8,000,000.00	  	 	 	48,852.45	  
	804704AA2	 	SAVANNA ILL INOL DEV REV, MB, FRN, 5/1/14	 	 	03/29/07	  	 	 	05/01/14	  	 	 	11/05/08	  	 	TRUE	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	0.00	  	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	19,948.78	  
	847113AR8	 	SPARTANBURG COUNTY SCREGL HLTH, MB, 4%, 4/15/09	 	 	07/30/08	  	 	 	04/15/09	  	 				 	TRUE	 	 	1,000,000.00	  	 	 	1,013,470.00	  	 	 	(4,866.50	) 	 	 	1,008,603.50	  	 	 	1,007,950.00	  	 	 	1,978.02	  
	850578SR7	 	SPRINGFIELD ILLINOIS, MB, 3%, 3/1/09	 	 	08/13/08	  	 	 	03/01/09	  	 				 	TRUE	 	 	640,000.00	  	 	 	643,302.40	  	 	 	(1,161.57	) 	 	 	642,120.83	  	 	 	642,169.60	  	 	 	3,501.73	  
	882720JB2	 	VETERANS HSG-FUND II, MB, FRN, 12/1/29	 	 	04/23/08	  	 	 	12/01/29	  	 	 	11/05/08	  	 	TRUE	 	 	5,900,000.00	  	 	 	5,900,000.00	  	 	 	0 00	  	 	 	5,900,000.00	  	 	 	5,900,000.00	  	 	 	65,388.44	  
	917572DC0	 	UTA WATER FINANCE AGENCY, MB, 5.5%, 10/1/29	 	 	10/24/08	  	 	 	10/01/29	  	 				 	TRUE	 	 	2,100,000.00	  	 	 	2,169,720.00	  	 	 	(827.54	) 	 	 	2,168,892.46	  	 	 	2,173,311.00	  	 	 	10,250.00	  
	92817PJN5	 	VIRGINIA ST RES AUTH INFRA, MB, 4%, 5/1/09	 	 	08/29/08	  	 	 	05/01/09	  	 				 	TRUE	 	 	1,000,000.00	  	 	 	1,010,570.00	  	 	 	(2,716.45	) 	 	 	1,007,853.55	  	 	 	1,007,240.00	  	 	 	20,110.50	  
	19765M304	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	10/25/08	  	 	 	10/27/08	  	 				 	TRUE	 	 	49,861,040.92	  	 	 	49,861,040.92	  	 	 	0.00	  	 	 	49,861,040.92	  	 	 	49,861,040.92	  	 	 	151,923.35	  
		 		 				 				 				 	TRUE Total	 	 	252,301,068.92	  	 	 	253,047,663.87	  	 	 	(218,638.43	) 	 	 	252,829,025.44	  	 	 	252,842,550.42	  	 	 	1.497,785.43	  
		 		 				 				 				 	Grand Total	 	 	254,101,068.92	  	 	 	254,826,261.67	  	 	 	(216,449.32	) 	 	 	254,607,812.55	  	 	 	254,619,924.42	  	 	 	1,497,785.43	  


  
 253









 CHICO’S RETAIL SERVICES INC TRANSACTIONS 

 

																																									
	 Trade Date
	 	 	Settle Date	 	 	Cusip	 	 	 Security
Description
	 	Shares/Par	 	 	Cost	 	 	Amortized Cost	 	 	Amortization	 	 	Principal	 	 	Income	 	 	Gain/Loss	 
	 	BUY	  	 				 				 		 				 				 				 				 				 				 			
	 	10/24/08	  	 	 	10/29/08	  	 	 	917572DC0	  	 	UTA WATER FINANCE AGENCY, MdfB, 5.5%, 10/1/29	 	 	2,100,000.00	  	 	 	2,169,720.00	  	 	 	2,169,720.00	  	 	 	0.00	  	 	 	(2,169,720.00	) 	 	 	(8.983.33	) 	 	 	0.00	  
	 	10/22/08	  	 	 	10/23/08	  	 	 	790394BM1	  	 	ST JOHNS COUNTRY FLORIDA HOUSING, MB, FRN, 10/1/37	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	0.00	  	 	 	(6,500,000.00	) 	 	 	(21,595.63	) 	 	 	0.00	  
	 	10/23/08	  	 	 	10/23/08	  	 	 	790394BM1	  	 	ST JOHNS COUNTRY FLORIDA HOUSING, MB, FRN, 10/1/37	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	0.00	  	 	 	(6,500,000.00	) 	 	 	(21,595.63	) 	 	 	0.00	  
	 	10/28/08	  	 	 	10/31/08	  	 	 	76222REY4	  	 	RHODE ISLAND ST AND PROVIDENCE, MB, 3.5%, 6/30/09	 	 	2,100,000.00	  	 	 	2,117,934.00	  	 	 	2,117,934.00	  	 	 	0.00	  	 	 	(2,117,934.00	) 	 	 	0 00	  	 	 	0.00	  
	 	10/28/08	  	 	 	10/31/08	  	 	 	649706WX2	  	 	NEW YORK CITY, NY WATER FIN, MB, ZERO, 6/15/09	 	 	1,800,000.00	  	 	 	1,778,598.00	  	 	 	1,778,598.00	  	 	 	0.00	  	 	 	(1,778,598.00	) 	 	 	0.00	  	 	 	0.00	  
	 	10/17/08	  	 	 	10/17/08	  	 	 	606907AK9	  	 	MISSOURI ST ENVIRONMENTAL IMPT, FRN, 5/1/28	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	0.00	  	 	 	(4,000,000.00	) 	 	 	(11,595.63	) 	 	 	0.00	  
	 	09/10/08	  	 	 	10/15/08	  	 	 	462362KF0	  	 	IOWA CITY IOWA SEWER REV, MB, 3.0%, 7/1/09	 	 	1,395,000.00	  	 	 	1,406,257.65	  	 	 	1,406,257.65	  	 	 	0.00	  	 	 	(1,406,257.65	) 	 	 	0.00	  	 	 	0.00	  
	 	10/17/08	  	 	 	10/17/08	  	 	 	396080HW6	  	 	GREENVILLE SC HOSPITAL REV, FRN 5/1 /33	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	0.00	  	 	 	(4,000,000.00	) 	 	 	(9,377.05	) 	 	 	0.00	  
	 	10/23/08	  	 	 	10/23/08	  	 	 	392274TY2	  	 	ORLANDO, FLORIDA, MB, FRN, 10/1/21	 	 	6,500,000.00	  	 	 	6,500,000.0	  	 	 	6,500,000.00	  	 	 	0.00	  	 	 	(6,500,000.00	) 	 	 	(22,217.21	) 	 	 	0.00	  
	 	10/17/08	  	 	 	10/17/08	  	 	 	249181KX5	  	 	DENVER COLORADO CITY AIRPORT REV, FRN, 11/15/25	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	0.00	  	 	 	(2,175,000.00	) 	 	 	(4,861.07	) 	 	 	0.00	  
	 	10/24/08	  	 	 	10/27/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	6,521,595.63	  	 	 	6,521,595.63	  	 	 	6,521,595.63	  	 	 	0.00	  	 	 	(6,521,595.63	) 	 	 	0.00	  	 	 	0.00	  
	 	10/15/08	  	 	 	10/15/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	30,271,068.71	  	 	 	30,271,068.71	  	 	 	30,271,068.71	  	 	 	0.00	  	 	 	(30,271,068.71	) 	 	 	0.00	  	 	 	0.00	  
	 	10/10/08	  	 	 	10/10/08	  	 	 	I9765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	1,154.76	  	 	 	1,154.76	  	 	 	1,154.76	  	 	 	0.00	  	 	 	(1,154.76	) 	 	 	0.00	  	 	 	0.00	  
	 	10/09/08	  	 	 	10/09/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	1,958,282.03	  	 	 	1,958,282.03	  	 	 	1,958,282.03	  	 	 	0.00	  	 	 	(1,958,282.03	) 	 	 	0.00	  	 	 	0.00	  
	 	10/06/08	  	 	 	10/06/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	8,578,295.22	  	 	 	8,578,295.22	  	 	 	8,578,295.22	  	 	 	0.00	  	 	 	(8,578,295.22	) 	 	 	0.00	  	 	 	0.00	  
	 	10/09/08	  	 	 	10/09/08	  	 	 	10624EAB0	  	 	BRAZOS, TX HBR INDL DEV, MB, FRN, 5/1/37	 	 	1,550,000.00	  	 	 	1,550,000.00	  	 	 	1,550,000.00	  	 	 	0.00	  	 	 	(1,550,000.00	) 	 	 	(2,081.49	) 	 	 	0.00	  
	 	10/02/08	  	 	 	10/07/08	  	 	 	033161BD1	  	 	ANCHORAGE ALASKA, MB, 5.5%. 7/1/09	 	 	2,750,000.00	  	 	 	2,799,335.00	  	 	 	2,799,335.00	  	 	 	0.00	  	 	 	(2,799,335.00	) 	 	 	(40,333.33	) 	 	 	0.00	  
	 	BUY TOTAL	  	 				 				 		 	 	88,700,396.35	  	 	 	88,827,241.00	  	 	 	88,827,241.00	  	 	 	0.00	  	 	 	(88,827,241.00	) 	 	 	(142,640.37	) 	 	 	0.00	  
	 	INTEREST RECEIPT	  	 				 				 		 				 				 				 				 				 				 			
	 	10/15/08	  	 	 	10/15/08	  	 	 	847113AR8	  	 	SPARTANBURG COUNTY SCREGL HLTH, MB, 4%, 4/15/09	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	8,333.33	  	 	 	0.00	  
	 	10/01/08	  	 	 	10/09/08	  	 	 	725301GX7	  	 	PITTSBURGH, PA URBAN REDEV AUTH, MB, FRN, 6/1/31	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	8,216.66	  	 	 	0.00	  
	  
	 INTEREST RECEIPT TOTAL
	   
	 				 		 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	16,549.99	  	 	 	0.00	  
	  
	 INTEREST ADJUSTMENT +
	   
	 				 		 				 				 				 				 				 				 			
	 	10/10/08	  	 	 	10/10/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	1,154.76	  	 	 	0.00	  
	  
	 INTEREST ADJUSTMENT + TOTAL
	   
	 		 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	1,154.76	  	 	 	0.00	  
	  
	 BUY REVERSAL
	   
	 		 				 				 				 				 				 				 			
	 	10/22/08	  	 	 	10/27/08	  	 	 	790394BM1	  	 	ST JOHNS COUNTRY FLORIDA HOUSING, MB, FRN, 10/1/37	 	 	(6,500,000.00	) 	 	 	(6,500,000.00	) 	 	 	(6,500,000.00	) 	 	 	0.00	  	 	 	6,500,000.00	  	 	 	21,595.63	  	 	 	0.00	  
	  
	 BUY REVERSAL TOTAL
	   
	 		 	 	(6,500,000.00	) 	 	 	(6,500,000.00	) 	 	 	(6,500,000.00	) 	 	 	0.00	  	 	 	6,500,000.00	  	 	 	21,595.63	  	 	 	0.00	  
	  
	 REDEMPTION
	   
	 		 				 				 				 				 				 				 			
	 	10/15/08	  	 	 	10/15/08	  	 	 	UNITS	  	 	ASSET FEES DUE $258,700,893.78 AT .0008	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	(17,246.73	) 	 	 	0.00	  	 	 	0.00	  
	 	10/23/08	  	 	 	10/23/08	  	 	 	UNITS	  	 	BOFA CHECKING ACCOUNT TRNSFER TO ACC#7197	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	(5,000,000.00	) 	 	 	0.00	  	 	 	0.00	  
	  
	 REDEMPTION TOTAL
	   
	 		 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	(5,017,246.73	) 	 	 	0.00	  	 	 	0.00	  
	  
	 SELL
	   
	 		 				 				 				 				 				 				 			
	 	10/08/08	  	 	 	10/15/08	  	 	 	917436SE8	  	 	UTAH HOUSING CORP, FRN, 1/1/37	 	 	(8,500,000.00	) 	 	 	(8,500,000.00	) 	 	 	(8,500,000.00	) 	 	 	0.00	  	 	 	8,500,000.00	  	 	 	76,400.14	  	 	 	0.00	  
	 	10/07/08	  	 	 	10/15/08	  	 	 	708793GP3	  	 	PENNSYLVANIA, HSG FIN AGY, FRN, 10/1/35	 	 	(10,000,000,00	) 	 	 	(10,000,000.00	) 	 	 	(10,000,000.00	) 	 	 	0.00	  	 	 	10,000,000.00	  	 	 	25,532.79	  	 	 	0.00	  
	 	10/31/08	  	 	 	10/31/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	(3,896,532.00	) 	 	 	(3,896,532.00	) 	 	 	(3,896,532.00	) 	 	 	0.00	  	 	 	3,896,532.00	  	 	 	0.00	  	 	 	0.00	  
	 	10/29/08	  	 	 	10/29/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	(2,178,703.33	) 	 	 	(2,178,703.33	) 	 	 	(2,178,703.33	) 	 	 	0.00	  	 	 	2,178,703.33	  	 	 	0.00	  	 	 	0.00	  
	 	10/23/08	  	 	 	10/23/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	(24,565,408.47	) 	 	 	(24,565,408.47	) 	 	 	(24,565,408.47	) 	 	 	0.00	  	 	 	24,565,408.47	  	 	 	0.00	  	 	 	0.00	  
	 	10/17/08	  	 	 	10/17/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	(10,200,833.75	) 	 	 	(10,200,833.75	) 	 	 	(10,200,833.75	) 	 	 	0.00	  	 	 	10,200,833.75	  	 	 	0.00	  	 	 	0.00	  
	 	10/07/08	  	 	 	10/07/08	  	 	 	19765M304	  	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	(2,839,668.33	) 	 	 	(2,839,668.33	) 	 	 	(2,839,668.33	) 	 	 	0.00	  	 	 	2,839,668.33	  	 	 	0.00	  	 	 	0.00	  
	 	10/09/08	  	 	 	10/09/08	  	 	 	16768THJ6	  	 	CHICAGO ILL SALES TAX REV, MB, FRN, 1/1/34	 	 	(3,500,000.00	) 	 	 	[3,500,000.00	) 	 	 	(3,500,000.00	) 	 	 	0.00	  	 	 	3,500,000.00	  	 	 	2,146.86	  	 	 	0.00	  
	 	10/07/08	  	 	 	10/15/08	  	 	 	139811AA1	  	 	CAPITAL BELTWAY FUNDING, MB, FRN, 12/31/47	 	 	(7,000,000.00	) 	 	 	(7,000,000.00	) 	 	 	(7,000,000.00	) 	 	 	0.00	  	 	 	7,000,000.00	  	 	 	17,605.19	  	 	 	0.00	  
	 	10/07/08	  	 	 	10/15/08	  	 	 	00432MAZ2	  	 	CALIFORNIA LEARNING STUDENT CORP, MB, FRN, 1/1/39	 	 	(6,000,000.00	) 	 	 	(6,000,000.00	) 	 	 	(6,000,000.00	) 	 	 	0.00	  	 	 	6,000,000.00	  	 	 	66,701.64	  	 	 	0.00	  
	 	10/01/08	  	 	 	10/06/08	  	 	 	00432MAF6	  	 	ACCESS TO LNS FOR LEARNING STDT LN CRP, FRN, 7/1/34	 	 	(8,500,000.00	) 	 	 	(8,500,000.00	) 	 	 	(8,500,000.00	) 	 	 	0.00	  	 	 	8,500,000.00	  	 	 	78,295.22	  	 	 	0.00	  
	  
	 SELL TOTAL
	   
	 		 	 	(87,181,145.88	) 	 	 	(87,181,145.88	) 	 	 	(87,181,145.88	) 	 	 	0.00	  	 	 	87,181,145.88	  	 	 	266,681.84	  	 	 	0.00	  
				 		 	 	(4,980,749.53	) 	 	 	(4,853,904.88	) 	 	 	(4,853,904.88	) 	 	 	0.00	  	 	 	(163,341.85	) 	 	 	163,341.85	  	 	 	0.00	  









							
	CHICO’S RETAIL SERVICES INC	  	



 

  

																															
	 Cusip Number
	 	 Security Description
	 	Tax Lot
Shares/Par	 	 	Tax Lot Cost	 	 	Tax Lot
Amort Cost	 	 	Tax Lot
Market
Value	 	 	Days to
Maturity	 	 	Maturity
Date	 	 	Effective
Maturity
Date	 
	 DAYS TO MATURITY UP TO 90 DAYS
	 				 				 				 				 				 				 			
	1976M304	 	COLUMBIA TAX EXEMPT RESERVES TRUST 275	 	 	49,861,040.92	  	 	 	49,861,040.92	  	 	 	49,861,040.92	  	 	 	49,861,040.92	  	 	 	2	  	 	 	11/03/08	  	 	 	11/03/08	  
	45200PZX8	 	IL HEALTH FACS AUTH REV, MB, FRN, 12/1/23	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	9,000,000.00	  	 	 	2	  	 	 	12/01/23	  	 	 	11/03/08	  
	052396BD5	 	AUSTIN, TX ARPT SYS REV, MB, FRN, 11/15/17	 	 	1,400,000.00	  	 	 	1,400,000.00	  	 	 	1,400,000.00	  	 	 	1,400,000.00	  	 	 	4	  	 	 	11/15/17	  	 	 	11/05/08	  
	196479EN5	 	COLORADO HOUSING & FIN AUTHORITY, MB, FRN, 10/1/22	 	 	4,190,000.00	  	 	 	4,190,000.00	  	 	 	4,190,000.00	  	 	 	4,190,000.00	  	 	 	4	  	 	 	10/01/22	  	 	 	11/05/08	  
	249181KW7	 	DENVER, COLORADO, CITY & CNTY ARPT, FRN, 11/15/25	 	 	3,950,000.00	  	 	 	3,950,000.00	  	 	 	3,950,000.00	  	 	 	3,950,000.00	  	 	 	4	  	 	 	11/15/25	  	 	 	11/05/08	  
	249181KW7	 	DENVER, COLORADO, CITY & CNTY ARPT, FRN, 11/15/25	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	4	  	 	 	11/15/25	  	 	 	11/05/08	  
	249181KX5	 	DENVER COLORADO CITY AIRPORT REV, FRN, 11/15/25	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	2,175,000.00	  	 	 	4	  	 	 	11/15/25	  	 	 	11/05/08	  
	29270CTH8	 	ENERGY NORTHWEST WASH ELEC REV, MB, FRN, 7/1/18	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	4	  	 	 	07/01/18	  	 	 	11/05/08	  
	392274TY2	 	ORLANDO, FLORIDA, MB, FRN, 10/1/21	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	4	  	 	 	10/01/21	  	 	 	11/05/08	  
	606907AK9	 	MISSOURI ST ENVIRONMENTAL IMPT, FRN, 5/1/28	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4	  	 	 	05/01/28	  	 	 	11/05/08	  
	677525SJ7	 	OHIO ST AIR QUALITY DEV AUTH, MB, FRN, 11/1/33	 	 	7,500,000.00	  	 	 	7,500,000.00	  	 	 	7,500,000.00	  	 	 	7,500,000.00	  	 	 	4	  	 	 	11/01/33	  	 	 	11/05/08	  
	804704AA2	 	SAVANNA ILL INDL DEV REV, MB, FRN, 5/1/14	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	4	  	 	 	05/01/14	  	 	 	11/05/08	  
	882720JB2	 	VETERANS HSG-FUND II, MB, FRN, 12/1/29	 	 	5,900,000.00	  	 	 	5,900,000.00	  	 	 	5,900,000.00	  	 	 	5,900,000.00	  	 	 	4	  	 	 	12/01/29	  	 	 	11/05/08	  
	011710HX1	 	ALASKA INDL DEVLPMNT & EXPT AUTHORITY, FRN, 4/1/27	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	7.000,000.00	  	 	 	5	  	 	 	04/01/27	  	 	 	11/06/08	  
	10624EAB0	 	BRAZOS, TX HBR INDL DEV, MB, FRN, 5/1/37	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	5	  	 	 	05/01/37	  	 	 	11/06/08	  
	10624EAB0	 	BRAZOS, TX HBR INDL DEV, MB, FRN, 5/1/37	 	 	1,500,000.00	  	 	 	1,500,000.00	  	 	 	1,500,000.00	  	 	 	1,500,000.00	  	 	 	5	  	 	 	05/01/37	  	 	 	11/06/08	  
	10624EAB0	 	BRAZOS, TX HBR INDL DEV, MB, FRN, 5/1/37	 	 	1,550,000.00	  	 	 	1,550,000.00	  	 	 	1,550,000.00	  	 	 	1,550,000.00	  	 	 	5	  	 	 	05/01/37	  	 	 	11/06/08	  
	117083AA3	 	BRUNSWICK COUNTY, VIRGINIA, MB, FRN, 1/1/17	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	2,000,000.00	  	 	 	5	  	 	 	01/01/17	  	 	 	11/06/08	  
	160853LK1	 	MECKLENBERG HOSP, FRN, 1/15/43	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5	  	 	 	01/15/43	  	 	 	11/06/08	  
	199238CJ3	 	COLUMBAS IND ECONIMIC DEV, FRN, 11/01/36	 	 	2,660,000.00	  	 	 	2,660,000.00	  	 	 	2,660,000.00	  	 	 	2,660,000.00	  	 	 	5	  	 	 	11/01/36	  	 	 	11/06/08	  
	396080HW6	 	GREENVILLE SC HOSPITAL REV, FRN 5/1/33	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	4,000,000.00	  	 	 	5	  	 	 	05/01/33	  	 	 	11/06/08	  
	45200BYX0	 	ILLINOIS FIN AUTH REV, MB, FRN, 1/1/16	 	 	5,770,000.00	  	 	 	5,770,000.00	  	 	 	5,770,000.00	  	 	 	5,770,000.00	  	 	 	5	  	 	 	01/01/16	  	 	 	11/06/08	  
	45200BYX0	 	ILLINOIS FIN AUTH REV, MB, FRN, 1/1/16	 	 	1,200,000.00	  	 	 	1,200,000.00	  	 	 	1,200,000.00	  	 	 	1,200,000.00	  	 	 	5	  	 	 	01/01/16	  	 	 	11/06/08	  
	45200BYX0	 	ILLINOIS FIN AUTH REV, MB, FRN, 1/1/16	 	 	1,300,000.00	  	 	 	1,300,000.00	  	 	 	1,300,000.00	  	 	 	1,300,000.00	  	 	 	5	  	 	 	01/01/16	  	 	 	11/06/08	  
	46246LTU4	 	IOWA FINANCE AUTHORITY SNGL FAM, MB, FRN, 7/1/34	 	 	4,500,000.00	  	 	 	4,500,000.00	  	 	 	4,500,000.00	  	 	 	4,500,000.00	  	 	 	5	  	 	 	07/01/34	  	 	 	11/06/08	  
	56052EUJ5	 	MAINE ST HSG AUTH, MB, FRN, 11/15/39	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	5,500,000.00	  	 	 	5	  	 	 	11/15/39	  	 	 	11/06/08	  
	56052EUZ9	 	MAINE ST HSG AUTH, MB, FRN, 11/15/39	 	 	3,600,000.00	  	 	 	3,600,000.00	  	 	 	3,600,000.00	  	 	 	3,600,000.00	  	 	 	5	  	 	 	11/15/39	  	 	 	11/06/08	  
	56052EUZ9	 	MAINE ST HSG AUTH, MB, FRN, 11/15/39	 	 	625,000.00	  	 	 	625,000.00	  	 	 	625,000.00	  	 	 	625,000.00	  	 	 	5	  	 	 	11/15/39	  	 	 	11/06/08	  
	574297CT2	 	MARYLAND STATE STADIUM AUTHORITY, MB, FRN, 3/1/26	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	7,000,000.00	  	 	 	5	  	 	 	03/01/26	  	 	 	11/06/08	  
	5760494W7	 	MASSACHUSETTS STATE WTR RES AUTH, MB, FRN, 8/1/29	 	 	8,400,000.00	  	 	 	8,400,000.00	  	 	 	8,400,000.00	  	 	 	8,400,000.00	  	 	 	5	  	 	 	08/01/29	  	 	 	11/06/08	  
	60415NMV1	 	MINNESOTA, MB, FRN, 7/1/33	 	 	7,100,000.00	  	 	 	7,100,000.00	  	 	 	7,100,000.00	  	 	 	7,100,000.00	  	 	 	5	  	 	 	07/01/33	  	 	 	11/06/08	  
	677525RA7	 	OHIO STATE AIR QUALITY, MB, FRN, 8/1/33	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	1,000,000.00	  	 	 	5	  	 	 	08/01/33	  	 	 	11/06/08	  
	688008AA9	 	OSCEOLA ARK SOLID WAST DISP, MB, FRN, 4/1/2036	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5,000,000.00	  	 	 	5	  	 	 	04/26/36	  	 	 	11/06/08	  
	709223QD6	 	PENNSYLVANIA, STATE TURNPIKE COMMN, FRN, 12/1/12	 	 	6,250,000.00	  	 	 	6,250,000.00	  	 	 	6,250,000.00	  	 	 	6,250,000.00	  	 	 	5	  	 	 	12/01/12	  	 	 	11/06/08	  
	790394BM1	 	ST JOHNS COUNTRY FLORIDA HOUSING, MB, FRN, 10/1/37	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	6,500,000.00	  	 	 	5	  	 	 	10/01/37	  	 	 	11/06/08	  
	790678CC8	 	ST. JOSEPH MICHIGAN HOSPITAL, MB, FRN, 1/1/32	 	 	8,000,000.00	  	 	 	8,000,000.00	  	 	 	8,000,000.00	  	 	 	8,000,000.00	  	 	 	5	  	 	 	01/01/32	  	 	 	11/06/08	  

 Schedule 8.5 








			
	CHICO’S RETAIL SERVICES INC	  	





  

																															
	 Cusip Number
	  	 Security Description
	  	Tax Lot
Shares/Par	 	  	Tax Lot Cost	 	  	Tax Lot Amort Cost	 	  	Tax Lot
Market Value	 	  	Days to
Maturity	 	  	Maturity
Date	 	  	Effective
Maturity
Date	 
	005482K29	  	ADAMS & ARAPAHOE CNTYS, COLORADO, 5%, 12/1/08	  	 	1,200,000.00	  	  	 	1,211,412.00	  	  	 	1,203,207.62	  	  	 	1,202,352.00	  	  	 	30	  	  	 	12/01/08	  	  	 	12/01/08	  
	215579DK6	  	COOK COUNTY ILLINOIS HIGH SCHOOL, MB, 4%, 12/1/08	  	 	1,000,000.00	  	  	 	1,008,860.00	  	  	 	1,001,776.22	  	  	 	1,001,420.00	  	  	 	30	  	  	 	12/01/08	  	  	 	12/01/08	  
	282091BH9	  	EFFINGHAM COUNTY GA, SCHL DIST, MB. 4%. 12/1/08	  	 	1,000,000.00	  	  	 	1,006.820.00	  	  	 	1,001,809.12	  	  	 	1,001,660.00	  	  	 	30	  	  	 	12/01/08	  	  	 	12/01/08	  
	455141GA3	  	INDIANA, TRANSN FIN AUTH, 5.25%, 12/1/11	  	 	2,500,000.00	  	  	 	2,558,475.00	  	  	 	2,532,068.38	  	  	 	2,530,550.00	  	  	 	30	  	  	 	12/01/11	  	  	 	12/01/08	  
	491309BY5	  	KENTUCKY SINGLE FAMILY REV, MB, FRN, 1/1/09	  	 	250,028.00	  	  	 	250,028.00	  	  	 	250,028.00	  	  	 	250,028.00	  	  	 	30	  	  	 	01/01/09	  	  	 	12/01/08	  
	725301GX7	  	PITTSBURGH, PA URBAN REDEV AUTH, MB, FRN, 6/1/31	  	 	3,400,000.00	  	  	 	3,400,000.00	  	  	 	3,400,000.00	  	  	 	3,400,000.00	  	  	 	30	  	  	 	06/01/31	  	  	 	12/01/08	  
	196617EN0	  	COLORADO SPRINGS, COLORADO, HOSPITAL, 5%, 12/15/08	  	 	1,480,000.00	  	  	 	1,497,982.00	  	  	 	1,485,239.41	  	  	 	1,483,907.20	  	  	 	44	  	  	 	12/15/08	  	  	 	12/15/08	  
	040507JZ9	  	ARIZONA HEALTH FACS AUTH REV, MB, 5%, 1/1/09	  	 	2,000,000.00	  	  	 	2,019,140.00	  	  	 	2,009,153.16	  	  	 	2,008,400.00	  	  	 	61	  	  	 	01/01/09	  	  	 	01/01/09	  
	186432B58	  	CLEVELAND OHIO WATERWORKS REV, MB, 5.25%, 1/1/09	  	 	2,100,000.00	  	  	 	2,126,334.00	  	  	 	2,109,061.43	  	  	 	2,109,618.00	  	  	 	61	  	  	 	01/01/09	  	  	 	01/01/09	  
	498409AM3	  	KLATHAM FALLS OREGON ELECTRIC, MB, 5.75%, 1/1/13	  	 	4,000,000.00	  	  	 	4,149,320.00	  	  	 	4,102,611.15	  	  	 	4,091,840.00	  	  	 	61	  	  	 	01/01/13	  	  	 	01/01/09	  
		  	TOTAL UP TO 90 DAYS	  	 	222,361,068.92	  	  	 	222,659,411.92	  	  	 	222,525,995.41	  	  	 	222,510,816.12	  	  				  				  			
	 DAYS TO MATURITY 91 DAYS AND UP
	   

	681793C60	  	OMAHA PUBLIC POWER DIST NEBRASKA, MB, 5.4%, 2/1/09	  	 	1,000,000.00	  	  	 	1,017,210.00	  	  	 	1,009,047.11	  	  	 	1,008,550.00	  	  	 	92	  	  	 	02/01/09	  	  	 	02/01/09	  
	234685GS8	  	DALLAS COUNTY TEX CCD, MB, 3.5%, 2/15/09	  	 	3,335,000.00	  	  	 	3,359,045.35	  	  	 	3,351,472.77	  	  	 	3,351,675.00	  	  	 	106	  	  	 	02/15/09	  	  	 	02/15/09	  
	248866MA0	  	DENTON TEXAS, MB, 3%, 2/15/09	  	 	755,000.00	  	  	 	758,827.85	  	  	 	757,769.75	  	  	 	757,265.00	  	  	 	106	  	  	 	02/15/09	  	  	 	02/15/09	  
	5816632U4	  	MCKINNEY TEXAS ISD, MB, 4%, 2/15/09	  	 	1,065,000.00	  	  	 	1,074,563.70	  	  	 	1,071,927.42	  	  	 	1,071,730.80	  	  	 	106	  	  	 	02/15/09	  	  	 	02/15/09	  
	64983MF60	  	NEW YORK, STATE DORM AUTH, 3.5%, 2/15/09	  	 	2,400,000.00	  	  	 	2,416,512.00	  	  	 	2,408,366.51	  	  	 	2,411,256.00	  	  	 	106	  	  	 	02/15/09	  	  	 	02/15/09	  
	85057BSR7	  	SPRINGFIELD ILLINOIS, MB, 3%, 3/1/09	  	 	640,000.00	  	  	 	643,302.40	  	  	 	642,120.83	  	  	 	642,169.60	  	  	 	120	  	  	 	03/01/09	  	  	 	03/01/09	  
	649876G94	  	NEW YORK ST LOC GOV ASST CORP., MB. 5%, 4/1/09	  	 	4,250,000.00	  	  	 	4,317,617.50	  	  	 	4,302,187.25	  	  	 	4,304,272.50	  	  	 	151	  	  	 	04/01/09	  	  	 	04/01/09	  
	847113AR8	  	SPARTANBURG COUNTY SCREGL HLTH, MB, 4%, 4/15/09	  	 	1,000,000.00	  	  	 	1,013,470.00	  	  	 	1,008,603.50	  	  	 	1,007,950.00	  	  	 	165	  	  	 	04/15/09	  	  	 	04/15/09	  
	677518WM0	  	OHIO STATE HWY CAP, MB, 5.5%, 05/01/09	  	 	2,000,000.00	  	  	 	2,044,500.00	  	  	 	2,035,954.80	  	  	 	2,036,540.00	  	  	 	181	  	  	 	05/01/09	  	  	 	05/01/09	  
	92817PJN5	  	VIRGINIA ST RES AUTH INFRA, MB, 4%, 5/1/09	  	 	1,000,000.00	  	  	 	1,010,570.00	  	  	 	1,007,853.55	  	  	 	1,007,240.00	  	  	 	181	  	  	 	05/01/09	  	  	 	05/01/09	  
	649706WX2	  	NEW YORK CITY, NY WATER FIN, MB, ZERO, 6/15/09	  	 	1,800,000.00	  	  	 	1,778,598.00	  	  	 	1,778,787.11	  	  	 	1,777,374.00	  	  	 	226	  	  	 	06/15/09	  	  	 	06/15/09	  
	76222REY4	  	RHODE ISLAND STAND PROVIDENCE, MB, 3.5%, 6/30/09	  	 	2,100,000.00	  	  	 	2,117,934.00	  	  	 	2,117,780.84	  	  	 	2,119,761.00	  	  	 	241	  	  	 	06/30/09	  	  	 	06/30/09	  
	033161BD1	  	ANCHORAGE ALASKA, MB, 5.5%, 7/1/09	  	 	2,750,000.00	  	  	 	2,799,335.00	  	  	 	2,794,712.04	  	  	 	2,811,737.50	  	  	 	242	  	  	 	07/01/09	  	  	 	07/01/09	  
	29270CNH4	  	ENERGY NORTHWEST WA 5.25% 7/1/09	  	 	1,100,000.00	  	  	 	1,132,604.00	  	  	 	1,124,164.52	  	  	 	1,121,824.00	  	  	 	242	  	  	 	07/01/09	  	  	 	D7/01/09	  
	343136TN7	  	FLORIDA ST TPK REV., 5.25%, 7/1/09	  	 	1,800,000.00	  	  	 	1,838.520.00	  	  	 	1,833,516.21	  	  	 	1,841,202.00	  	  	 	242	  	  	 	07/01/09	  	  	 	07/01/09	  
	462362KF0	  	IOWA CITY IOWA SEWER REV, MB, 3.0%. 7/1/09	  	 	1,395,000.00	  	  	 	1,406,257.65	  	  	 	1,405,507.96	  	  	 	1,407,024.90	  	  	 	242	  	  	 	07/01/09	  	  	 	07/01/09	  
	546850AL2	  	LOUISVILLE KENTUCKY REGL AIRPRT, MB, 4.5%, 7/1/09	  	 	1,250,000.00	  	  	 	1,268,262.50	  	  	 	1,263,152.51	  	  	 	1,258,225.00	  	  	 	242	  	  	 	07/01/09	  	  	 	07/01/09	  
	917572DC0	  	UTA WATER FINANCE AGENCY, MB, 5.5%, 10/1/29	  	 	2,100,000.00	  	  	 	2,169,720.00	  	  	 	2,168,892.46	  	  	 	2,173,311.00	  	  	 	334	  	  	 	10/01/29	  	  	 	10/01/09	  
		  	TOTAL 91 DAYS AND UP	  	 	31,740,000.00	  	  	 	32,166,849.95	  	  	 	32.081,817.14	  	  	 	32,109,108.30	  	  				  				  			
		  	TOTAL PORTFOLIO	  	 	254,101,068.92	  	  	 	254,826,261.87	  	  	 	254,607,812.55	  	  	 	254,619,924.42	  	  				  				  			

 Schedule 8.5 







 None 
 Schedule 8.6 








															
	 Property
	  	 Address
	  	 Parcel #
	  	 Location
	  	 City
	  	ST	  	ZIP	 
	1	  	11215 Metro Pywy	  	07-45-25-00-00002.0000	  	Main campus	  	Fort Myers	  	FL	  	 	33966	  
	2	  	6100-6190 Mid Metro	  	07-45-25-00-00002.0070	  	North campus	  	Fort Myers	  	FL	  	 	33966	  
	3	  	11100 Plantation	  	07-45-25-00-00002.0020	  	Vacant north campus	  	Fort Myers	  	FL	  	 	33966	  
	4	  	11235 Metro Pkwy	  	07-45-25-00-00006.0030	  	WHBM Bldg	  	Fort Myers	  	FL	  	 	33966	  
	5	  	6130 Idlewild Street	  	07-45-25-00-00002.001D	  	6130 Idlewild Street	  	Fort Myers	  	FL	  	 	33966	  
	6	  	6132 Idlewild Street	  	07-45-25-00-00002.001E	  	6132 Idlewild Street	  	Fort Myers	  	FL	  	 	33966	  
	7	  	1020 Barrow Industrial Park	  	XX043 004	  	GA Warehouse	  	Winder	  	GA	  	 	30680	  
	8	  	Barrow Industrial Park	  	XX043 005A	  	GA Warehouse	  	Winder	  	GA	  	 	30680	  
	9	  	Barrow Industrial Park	  	XX043 005B	  	GA Warehouse	  	Winder	  	GA	  	 	30680	  
	10	  	815 Progress Drive	  	XX043 005	  	GA Warehouse	  	Winder	  	GA	  	 	30680	  

 Chico’s Retail Services, Inc. owns properties 1 – 6. 

Chico’s Distribution Services, LLC owns properties 7 – 10. 
 Schedule 8.12