Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT
AND RESTATEMENT AGREEMENT dated as of March 13, 2013 (this “Agreement”), to the Amended and Restated Credit
Agreement dated as of January 3, 2011, as further amended and restated as of June 14, 2012 (the “Existing Credit
Agreement”), among ASCENA RETAIL GROUP, INC., a Delaware corporation (the “Company”), the other LOAN
PARTIES party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent and Swingline Lender.


 


The Company has requested
certain amendments to and other transactions under the Existing Credit Agreement, and the Lenders party hereto, the Issuing Banks
party hereto, the Swingline Lender and the Administrative Agent are willing to agree to such amendments and transactions on the
terms and subject to the conditions set forth herein.


 


NOW THEREFORE, in consideration
of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:


 


SECTION 1.01.         Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Commitment
Letter” means the Commitment Letter dated February 15, 2013, among JPMorgan Chase Bank, N.A., J.P. Morgan Securities
LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Company.


 


“Departing Lender”
means a Lender under the Existing Credit Agreement as in effect on the date hereof that will not continue as a Lender under the
Restated Credit Agreement (as defined below).


 


“Increasing
Lender” means a Lender whose Applicable Percentage under and as defined in the Restated Credit Agreement will exceed
its Applicable Percentage under and as defined in the Existing Credit Agreement as in effect on the Third Restatement Effective
Date (as defined below).


 


“Reducing Lender”
means a Lender whose Applicable Percentage under and as defined in the Restated Credit Agreement will be less than its Applicable
Percentage under and as defined in the Existing Credit Agreement as in effect on the Third Restatement Effective Date.


 


Except as expressly specified
otherwise, terms defined in the Restated Credit Agreement used but not otherwise defined herein have the meanings assigned to them
in the Restated Credit Agreement.


 




    	 



    	 



    

 


SECTION 1.02.         Increase
in Commitments under Existing Credit Agreement; Borrowing and Repayment of Loans under Term Credit Facility. Subject to the
satisfaction of the conditions set forth in Section 1.06 below, on the Third Restatement Effective Date, but prior to the amendment
and restatement of the Existing Credit Agreement pursuant to Section 1.03, the following transactions shall be carried out in the
order set forth below:


 


(i)          each
financial institution that will be a Lender under the Restated Credit Agreement shall transfer to the Administrative Agent in same
day funds an amount equal to its Applicable Percentage (based on its Revolving Commitment under the Restated Credit Agreement)
of the Loans to be outstanding under the Restated Credit Agreement after giving effect to the transactions provided for in this
Section and Section 1.03.


 


(ii)         the
Revolving Commitment of JPMCB under the Existing Credit Agreement will be increased as provided in Section 2.09(e) of such Agreement
by $50,000,000, such that the Revolving Commitments under the Existing Credit Agreement will equal $300,000,000 in the aggregate;


 


(iii)        
JPMCB will assume the Revolving Commitment of each Departing Lender under the Existing Credit Agreement, and each Departing Lender
will be relieved of its obligations as, and will cease to be, a Lender under the Existing Credit Agreement (but the provisions
of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement shall survive and remain in full force pursuant to
Section 9.05 of such agreement);


 


(iv)        the
Company will borrow Revolving Loans under the Existing Credit Agreement in an aggregate principal amount equal to $263,250,000.00
(and JPMCB will advance funds on behalf of each Lender if and in the amount by which such Lender’s Applicable Percentage
of such borrowing exceeds the amount advanced by it pursuant to the preceding clause (i)); and


 


(v)         the
proceeds of the Revolving Loans referred to in the preceding clause (iv) will be applied by the Administrative Agent to prepay
the Loans and related amounts outstanding on or accrued to the Third Restatement Effective Date under the Term Credit Agreement
pursuant to Section 2.09(a) of such Agreement.


 


SECTION 1.03.         Amendment
and Restatement of the Existing Credit Agreement; Assignments and Purchases of Loans. (a)Subject to the satisfaction of the
conditions set forth in Section 1.06 below, on the Third Restatement Effective Date, immediately following the completion of the
transactions provided for in Section 1.02, the Existing Credit Agreement (including the Schedules and Exhibits thereto) shall without
further action be amended and restated (the “Restatement”) in the form attached as Exhibit A hereto (the Existing
Credit Agreement, as so amended and restated, being called the “Restated Credit Agreement”).


 




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(b)          Immediately
upon the effectiveness of the Restated Credit Agreement as provided in the preceding paragraph (a), (i) the aggregate principal
amount of the Revolving Loans outstanding thereunder as a result of the borrowing provided for in clause (iv) of Section 1.02 (the
“Initial Loans”) will be deemed for purposes of the adjustments provided for in this paragraph to be repaid
(though such Revolving Loans will not in fact be repaid), (ii) each Increasing Lender that shall have been a Lender prior
to the Restatement will pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the
product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Restatement), multiplied by
(2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s
Applicable Percentage (calculated without giving effect to the Restatement), multiplied by (2) the amount of the Initial Loans,
(iii) each Increasing Lender that shall not have been a Lender prior to the Restatement will pay to the Administrative Agent
in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after
giving effect to the Restatement) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative
Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent will pay to each Reducing Lender
a portion of such funds that is equal to the excess of (A) the product of (1) such Reducing Lender’s Applicable
Percentage (calculated without giving effect to the Restatement) multiplied by (2) the amount of the Initial Loans, over (B) the
product of (1) such Reducing Lender’s Applicable Percentage (calculated after giving effect to the Restatement) multiplied
by (2) the amount of the Subsequent Borrowings, net of any amount that shall have been funded by JPMCB on behalf of such Lender
pursuant to clause (iv) of Section 1.02 (it being agreed that any such amount will be retained by JPMCB for its own account), (v) after
the effectiveness of the Restatement, the Company shall be deemed to have made new Borrowings (the “Subsequent Borrowings”)
in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the same types and with the
same Interest Periods as the Initial Loans, and (vi) each Lender under the Restated Credit Agreement shall be deemed to hold
its Applicable Percentage (calculated after giving effect to the Restatement) of each Subsequent Borrowing. Each Increasing Lender
hereby authorizes and instructs the Administrative Agent to effect the payment to be made by such Lender under clause (ii) or (iii)
of the preceding sentence by applying the appropriate amount transferred by such Increasing Lender to the Administrative Agent
pursuant to clause (i) of Section 1.02. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency
Loan shall not be subject to any “breakage” indemnification, and all interest accruing on the Revolving Loans on the
Third Restatement Effective Date shall be for the accounts of the Lenders holding such Loans after giving effect to the transactions
provided for in this Section 1.03.


 


SECTION 1.04.         Amendment
of Restated Security Agreement. At the time the amendment and restatement of the Existing Credit Agreement becomes effective
as provided in Section 1.03(a), the Restated Security Agreement, as defined in the Existing Credit Agreement, shall without further
action be amended as provided below:


 


(i)          The
definitions of “ Discharge of Term Obligations”, “Intercreditor Agreement”, “Term Agent” and
“Term Collateral Documents” shall be deleted.


 




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(ii)         The
definition of “Perfection Certificate” shall be amended by inserting at the end thereof the phrase “, as supplemented
by the Supplemental Perfection Certificate dated October 26, 2012, delivered to the Administrative Agent and by the certificate
delivered pursuant to paragraph (xi) of Section 1.06 of the Third Restatement Agreement”.


 


(iii)        The
words “and the Intercreditor Agreement” in Section 4.10(a) shall be deleted.


 


(iv)        The
first parenthetical in Section 5.1(e) shall be deleted.


 


(v)         The
proviso after the second parenthetical in Section 7.2 shall be deleted.


 


(vi)        Article
XI shall be deleted.


 


SECTION 1.05.         Representations
and Warranties. The Loan Parties represent and warrant to each other party hereto that:


 


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


 


(ii)         the
representations and warranties of each Loan Party set forth in the Existing Credit Agreement, the Restated Credit Agreement and
the other Loan Documents are true and correct in all material respects on and as of the Third Restatement Effective Date, except
for any representation or warranty that, by its terms, speaks as of a prior date, which representation or warranty shall be true
and correct as of such prior date; and


 


(iii)        as
of the Third Restatement Effective Date, no Default or Event of Default has occurred and is continuing under the Existing Credit
Agreement or the Restated Credit Agreement.


 


SECTION 1.06.         Effectiveness.
The transactions provided for in Sections 1.02 and 1.03 shall be carried out and become effective, in the order set forth in such
Sections, on March 13, 2013 (the “Third Restatement Effective Date”), subject to the satisfaction on such date
of the following conditions:


 


(i)          The
Administrative Agent shall have executed a counterpart of this Agreement and shall have received from the Company, each Loan Party
under the Existing Credit Agreement, each other Designated Subsidiary, each Lender (including Lenders constituting the Required
Lenders under and as defined in the Existing Credit Agreement), each Issuing Bank and the Swingline Lender either (i) a counterpart
of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a
facsimile or other electronic transmission) that such party has signed a counterpart of this Agreement.


 




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(ii)         On
the Third Restatement Effective Date, immediately prior to the transactions provided for in Sections 1.02 and 1.03, no borrowings
shall be outstanding under the Existing Credit Agreement (for the avoidance of doubt, Letters of Credit issued under the Existing
Credit Agreement will remain outstanding under the Restated Credit Agreement), and all fees, expenses and other amounts accrued
through the day immediately preceding the Third Restatement Effective Date for the accounts of or otherwise owing to the Lenders,
the Administrative Agent, the Issuing Banks and the Swingline Lender under the Existing Credit Agreement, whether or not at the
time due and payable under the terms of such Agreement, shall have been paid.


 


(iii)        The
Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable to such parties on or prior
to the Third Restatement Effective Date in connection with the transactions provided for in this Agreement, including, to the extent
invoiced, reimbursement of all reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of counsel)
required to be reimbursed by the Company under the Commitment Letter, the Existing Credit Agreement, the Restated Credit Agreement
or any other Loan Document.


 


(iv)        The
Company shall have delivered to JPMCB, as Administrative Agent under the Term Credit Agreement, not later than 11:00 a.m., New
York City time, three Business Days before the Third Restatement Effective Date, a notice of the prepayment in full of the loans
outstanding under the Term Credit Agreement meeting the requirements of Section 2.09(e) of such Agreement. Arrangements reasonably
satisfactory to the Administrative Agent shall have been made for the payment, as contemplated by clause (iv) of Section 1.02,
of all principal, interest, fees and other amounts outstanding, accrued for the accounts of or otherwise owing to the Lenders and
the Administrative Agent under and as defined in the Term Credit Agreement and for the release and discharge of all Guarantees
and Liens supporting or securing the obligations under the Term Credit Agreement.


 


(v)         The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the
Issuing Banks and dated the Third Restatement Effective Date) of each of (i) Proskauer Rose LLP, New York counsel for the Loan
Parties, (ii) Drinker Biddle & Reath LLP, California and Pennsylvania counsel for certain of the Loan Parties, (iii) Day Pitney
LLP, Connecticut counsel for certain of the Loan Parties, (iv) Baker Donelson, Bearman, Caldwell & Berkowitz, PC, Tennessee
counsel for certain of the Loan Parties, (v) Harrison & Moberly, LLP, Indiana counsel for certain of the Loan Parties, (vi)
Willcox & Savage PC, Virginia counsel for certain of the Loan Parties, (vii) Thompson Hine LLP, Ohio counsel for certain of
the Loan Parties and (viii) Greenberg Traurig LLP, Nevada counsel for certain of the Loan Parties, in each case in form and substance
reasonably satisfactory to the Administrative Agent.


 




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(vi)        The
Administrative Agent shall have received such documents and certificates as it shall reasonably have requested relating to the
organization, existence and good standing of each Loan Party (including good standing certificates for each entity listed on Schedule
1 hereto), the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or
the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.


 


(vii)       The
Administrative Agent shall have received a certificate, dated the Third Restatement Effective Date and signed by the chief financial
officer of the Company, certifying satisfaction of the conditions set forth in paragraph (x) of this Section.


 


(viii)      The
Administrative Agent shall have received a certificate, dated the Third Restatement Effective Date and signed by the chief financial
officer of the Company, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions,
in form and substance reasonably satisfactory to the Administrative Agent.


 


(ix)         The
Administrative Agent shall have received a completed Borrowing Base Certificate, which shall be dated the Third Restatement Effective
Date and signed by a Financial Officer of the Company and shall set forth information required therein as of February 23, 2013,
together with supporting information and any additional reports with respect to the Borrowing Base that the Administrative Agent
shall reasonably have requested.


 


(x)          The
representations and warranties set forth in Section 1.05 shall be true and correct in all material respects as of the Third Restatement
Effective Date.


 


(xi)         The
Collateral and Guarantee Requirement shall have been satisfied (subject to the final paragraph of this Section). The Administrative
Agent shall have received a completed certificate as to changes in the information set forth in the Perfection Certificate delivered
pursuant to the Second Restatement Agreement (other than any such changes that shall have been set forth in the Supplemental Perfection
Certificate most recently delivered under the Existing Credit Agreement), in form reasonably satisfactory to the Administrative
Agent, dated the Third Restatement Effective Date and signed by an executive officer or a Financial Officer of the Company, together
with all attachments contemplated thereby, which attachments shall include the results of a tax lien search with respect to the
Loan Parties in the jurisdictions contemplated by the Perfection Certificate (as supplemented by the Supplemental Perfection Certificate
most recently delivered under the Existing Credit Agreement and the certificate delivered pursuant to this paragraph) and evidence
reasonably satisfactory to the Administrative Agent that any Liens revealed by such search are permitted under Section 6.02
of the Restated Credit Agreement or have been, or substantially contemporaneously with the occurrence of the Third Restatement
Effective Date will be, released.


 




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(xii)        The
Administrative Agent shall have received evidence that the insurance required by Section 5.08 of the Restated Credit Agreement
is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lender Parties, as additional
insured and loss payee thereunder to the extent required under Section 5.08 of the Restated Credit Agreement and Section 4.10
of the Restated Security Agreement.


 


(xiii)       The
Administrative Agent shall have received and approved, with respect to all Mortgaged Properties, flood hazard certificates and
flood insurance policies meeting the requirements of the Restated Credit Agreement.


 


(xiv)      Each
Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested by such
Lender at least five Business Days prior to the Third Restatement Effective Date.


 


The Administrative Agent shall notify the
Company and the Lenders of the Third Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding
the foregoing conditions, solely with respect to the matters expressly identified in the Post-Closing Letter Agreement, the satisfaction
of the foregoing conditions shall not be required on the Third Restatement Effective Date and shall not be a condition to the effectiveness
of the transactions contemplated herein, but shall be required to be accomplished in accordance with the Post-Closing Letter Agreement.


 


SECTION 1.07.         Reaffirmation.
Each of the Loan Parties hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of
this Agreement and the transactions contemplated hereby. Each Loan Party hereby consents to this Agreement and the transactions
contemplated hereby, and hereby (a) reaffirms and confirms its guarantees, pledges, grants of security interests and other obligations,
as applicable, under the Loan Guarantee and each Collateral Document to which it is party, (b) affirms and confirms its obligations
to indemnify and other commitments and obligations under the Loan Documents to which it is a party, and (c) agrees that, notwithstanding
the effectiveness of this Agreement and the transactions contemplated hereby, (i) the Loan Guarantee and each Collateral Document
to which it is a party shall continue to be in full force and effect and (ii) all guarantees, pledges, grants and other obligations
thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Lender Parties. Each Loan Party
hereby confirms and agrees that obligations under the Restated Credit Agreement and the Restated Security Agreement constitute
“Obligations” and “Secured Obligations” (or words of similar import) under and as used in the Loan Guarantee
and each Collateral Document to which it is a party.


 




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SECTION 1.08.         Effect
of Amendment and Restatement; No Novation. (a)Except as expressly set forth herein, this Agreement shall not by implication
or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lender Parties under the
Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of
which shall continue in full force and effect in accordance with the provisions thereof (it being understood and agreed that all
interest and fees accruing under the Existing Credit Agreement in respect of periods prior to the Third Restatement Effective Date
will accrue at the rates specified in the Existing Credit Agreement prior to its restatement in the form of the Restated Credit
Agreement). Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated
Credit Agreement or any other Loan Document in similar or different circumstances.


 


(b)          On
and after the Third Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement,
shall refer to the Existing Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term
“Credit Agreement”, as used in any Loan Document, shall mean the Restated Credit Agreement. On and after the Third
Restatement Effective Date, each reference in the Restated Security Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein”, or words of like import, as used in the Restated Security Agreement, shall refer to
the Restated Security Agreement (as defined in the Existing Credit Agreement) as amended and restated in the form of the Restated
Security Agreement, and the term “Restated Security Agreement”, as used in any Loan Document, shall mean the Restated
Security Agreement.


 


(c)          This
Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents.


 


(d)          Neither
this Agreement nor the effectiveness of the Restated Credit Agreement shall extinguish the obligations for the payment of money
outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Nothing herein contained shall be
construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement or the Collateral Documents,
which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement, the Restated
Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of any
Loan Party under any Loan Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.


 




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SECTION 1.09.         Applicable
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 1.10.         Counterparts.
This Agreement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each
of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or other electronic
imaging (such as a ‘pdf’) shall be as effective as delivery of a manually executed counterpart hereof.


 


SECTION 1.11.         Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


SECTION 1.12.         Headings.
Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction
of, or to be taken into consideration in interpreting, this Agreement.


 


[Signature pages follow.]


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth
above.


 


 


 


 


	 	ASCENA RETAIL GROUP, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title: 	 Senior Vice President
	 	 	 	 
	 	THE DRESS BARN, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:	Gene Wexler
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	TWEEN BRANDS, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary
	 	 	 	 
	 	MAURICES INCORPORATED,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	DBX, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Senior Vice President


 


[Signature Page to Amendment and Restatement
Agreement]


 




    	 



    	 



    

 


	 	DRESS BARN CREDIT MANAGEMENT,

LLC,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary
	 	 	 	 
	 	MAURICES CREDIT MANAGEMENT, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary
	 	 	 	 
	 	TWEEN BRANDS AGENCY, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary
	 	 	 	 
	 	TWEEN BRANDS PURCHASING, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary
	 	 	 	 
	 	TWEEN BRANDS SERVICE CO.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary
	 	 	 	 
	 	TWEEN BRANDS INVESTMENT, LLC,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	President
	 	 	 	 
	 	TOO GC, LLC,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary


 


[Signature Page to Amendment and Restatement
Agreement]


 




    	 



    	 



    

 


	 	TWEEN BRANDS DIRECT, LLC,  
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary
	 	 	 	 
	 	TWEEN BRANDS DIRECT SERVICES, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary
	 	 	 	 
	 	TWEEN BRANDS STORE PLANNING, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Secretary
	 	 	 	 
	 	WORLDWIDE RETAIL HOLDINGS, INC.,
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	933 INSPIRATION LLC,
	 	 	 	 
	 	by	The Dress Barn, Inc.
	 	its	Managing Member
	 	 	 	 
	 	by	/s/ Gene Wexler
	 	 	Name:  	Gene Wexler
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	CHARMING SHOPPES, INC.
	 	 	 	 
	 	by	/s/ Eric M. Specter
	 	 	Name:  	Eric M. Specter
	 	 	Title:	Executive Vice President
	 	 	 	 
	 	CHARMING SHOPPES OF DELAWARE, INC.
	 	 	 	 
	 	by	/s/ Colin D. Stern
	 	 	Name: 	Colin D. Stern
	 	 	Title:	Vice President


 


[Signature Page to Amendment and Restatement
Agreement]


 




    	 



    	 



    

 


	 	CSI INDUSTRIES, INC.
	 	 	 	 
	 	By	/s/ Eric M. Specter
	 	 	Name: 	Eric M. Specter
	 	 	Title:	President
	 	 	 	 
	 	FB APPAREL, INC.
	 	 	 	 
	 	by	/s/ Eric M. Specter
	 	 	Name: 	Eric M. Specter
	 	 	Title:	President
	 	 	 	 
	 	LANE BRYANT, INC.
	 	 	 	 
	 	by	/s/ Colin D. Stern
	 	 	Name:  	Colin D. Stern
	 	 	Title:	Vice President
	 	 	 	 
	 	LANE BRYANT PURCHASING CORP.
	 	 	 	 
	 	by	/s/ Eric M. Specter
	 	 	Name:  	Eric M. Specter
	 	 	Title:	Vice President
	 	 	 	 
	 	CATHERINES STORES CORPORATION
	 	 	 	 
	 	by	/s/ Eric M. Specter
	 	 	Name: 	Eric M. Specter
	 	 	Title:	Vice President  
	 	 	 	 
	 	CATHERINES, INC.
	 	 	 	 
	 	by	/s/ Colin D. Stern
	 	 	Name:	Colin D. Stern
	 	 	Title:	Vice President
	 	 	 	 
	 	CATHERINES PARTNERS-INDIANA, LLP
	 	 	 	 
	 	by	Catherines Stores of Indiana, Inc.
	 	its	Managing Partner
	 	 	 
	 	by	/s/ Eric M. Specter
	 	 	Name: 	Eric M. Specter
	 	 	Title:	Vice President


 


[Signature Page to Amendment and Restatement
Agreement]


 




    	 



    	 



    

 


	 	
        CATHERINES PARTNERS-WASHINGTON,

        G.P.

	 	 	 	 
	 	by	Catherines, Inc.
	 	its	Managing Partner
	 	 	 	 
	 	by	/s/ Colin D. Stern
	 	 	Name: 	Colin D. Stern
	 	 	Title:	Vice President
	 	 	 	 
	 	
        FOR EACH ENTITY LISTED ON SCHEDULE

        2 HERETO

	 	 	 	 
	 	by	/s/ Eric M. Specter
	 	 	Name: 	Eric M. Specter
	 	 	Title:	Authorized Officer in the capacity shown on Schedule 2 hereto
	 	 	 	 
	 	FASHION BUG #2421, LLC
	 	 	 	 
	 	by	CSGC, Inc.
	 	its	Sole Member
	 	 	 	 
	 	by	/s/ Colin D. Stern
	 	 	Name:	Colin D. Stern
	 	 	Title:	Vice President
	 	 	 	 
	 	CATHERINES #5163, LLC
	 	 	 	 
	 	by	CSGC, Inc.
	 	its	Sole Member
	 	 	 	 
	 	by	/s/ Colin D. Stern
	 	 	Name:	Colin D. Stern
	 	 	Title:	Vice President


 


[Signature Page to Amendment and Restatement
Agreement]


 




    	 



    	 



    

 


	 	LANE BRYANT #6898, LLC
	 	 	 	 
	 	by	CSGC, Inc.
	 	its	Sole Member
	 	 	 	 
	 	by	/s/ Colin D. Stern
	 	 	Name:	Colin D. Stern
	 	 	Title:	Vice President
	 	 	 	 
	 	FB Distro Distribution Center, LLC,
	 	 	 	 
	 	by	FB Distro, Inc., 
	 	its 	Sole Member
	 	 	 	 
	 	by	/s/ Eric M. Specter
	 	 	Name:  	Eric M. Specter
	 	 	Title:	President
	 	 	 	 
	 	OUTLET DIVISION STORE CO., INC.
	 	 	 	 
	 	by	/s/ William R. Dawson
	 	 	Name: 	William R. Dawson
	 	 	Title:	Vice President
	 	 	 	 
	 	
        FOR EACH ENTITY LISTED ON SCHEDULE

        3 HERETO

	 	 	 	 
	 	by	/s/ Colin D. Stern
	 	 	Name:	Colin D. Stern
	 	 	Title:	Authorized Officer in the capacity shown on Schedule 3 hereto


 


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        JPMORGAN CHASE BANK, N.A., individually
and as Administrative Agent, Swingline Lender and Issuing Bank,

	 	 	 	 
	 	by	 
	 	 	Name:	 
	 	 	Title:  	 


 


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	 	BANK OF AMERICA, N.A., individually and as an Issuing Bank, 
	 	 	 	 
	 	by	 
	 	 	Name:	 
	 	 	Title:  	 


 


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Agreement]


 




    	 



    	 



    

 


	 	LENDER SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT AGREEMENT OF ASCENA RETAIL GROUP, INC.
	 	 	 	 
	 	LENDER:	 	 
	 	 	 	 
	 	by:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	by:	 	*
	 	 	Name:	 
	 	 	Title:	 


 





 









*
For Lenders requiring a second signature line.


 


[Signature Page to Amendment and Restatement
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SCHEDULE 1


 


ASCENA RETAIL GROUP,
INC.,


THE DRESS BARN, INC.,


MAURICES INCORPORATED,


FB DISTRO DISTRIBUTION
CENTER, LLC


DBX, INC,


DRESS BARN CREDIT MANAGEMENT,
LLC,


MAURICES CREDIT MANAGEMENT,
INC.,


TWEEN BRANDS, INC.,


TWEEN BRANDS AGENCY,
INC.,


TWEEN BRANDS PURCHASING,
INC.,


TWEEN BRANDS SERVICE
CO.,


TWEEN BRANDS INVESTMENT,
LLC,


TOO GC, LLC,


TWEEN BRANDS DIRECT,
LLC,


TWEEN BRANDS DIRECT SERVICES,
INC.,


TWEEN BRANDS STORE PLANNING,
INC.,


WORLDWIDE RETAIL HOLDINGS,
INC.,


933 INSPIRATION LLC


CHARMING SHOPPES, INC.,


CHARMING SHOPPES OF DELAWARE,
INC.,


CSI INDUSTRIES, INC.,


CATHERINES, INC.,


CATHERINES STORES CORPORATION,


LANE BRYANT, INC.,


LANE BRYANT PURCHASING
CORP.


FB APPAREL, INC.,


CHARMING DIRECT, INC.,


CHARMING SHOPPES INTERACTIVE
INC.,


CATHERINES C.S.A.C.,
INC.,


CATHERINES OF NEVADA,
INC.,


CATHERINES OF CALIFORNIA,
INC.,


CS INVESTMENT COMPANY,


CS HOLDCO LLC,


C.S.F. CORP.,


FSHC, INC.,


SIERRA NEVADA FACTORING,
INC.,


OUTLET DIVISION MANAGEMENT
CO., INC.,


OUTLET DIVISION STORE
CO., INC.,


CHARMING SHOPPES OUTLET
STORES, LLC


 




    	 



    	 



    

 


SCHEDULE 2


 


Eric Specter on behalf of each entity in the capacity shown:


 


	NAME	 	
        STORE

        #
	 	SIGNING CAPACITY
	Catherines of Nevada, Inc.	 	n/s	 	Vice President
	Catherines of Pennsylvania, Inc.	 	n/s	 	Vice President
	Catherines Stores of Indiana, Inc.	 	n/s	 	Vice President
	Catherines Woman Delaware, Inc.	 	n/s	 	Vice President
	Catherines Woman Michigan, Inc.	 	n/s	 	Vice President
	CCTM, Inc.	 	n/s	 	Vice President
	Charming Direct, Inc.	 	n/s	 	Vice President
	Charming Shoppes Receivables Corp.	 	n/s	 	President
	Charming Shoppes Street, Inc.	 	n/s	 	President
	Charming Shoppes Seller, Inc.	 	n/s	 	President
	Charming Shoppes Outlet Stores, LLC	 	n/s	 	Vice President
	Chestnut Acquisition Sub, Inc.	 	n/s	 	Vice President
	Crosstown Traders, Inc.	 	n/s	 	President
	CS Holdco II Inc.	 	n/s	 	Vice President
	CS Investment Company	 	n/s	 	President
	CSD Acquisition Corp.	 	n/s	 	President
	C.S.I.C., Inc.	 	n/s	 	President
	CSIM, Inc.	 	n/s	 	President
	Fashion Service LLC	 	n/s	 	President
	FB Distro, Inc.	 	n/s	 	President
	Figi's Business Services, Inc.	 	n/s	 	Vice President
	Figi's Gifts, Inc.	 	n/s	 	Vice President
	Figi's Gift Box, Inc.	 	n/s	 	Vice President
	Figi's, Inc.	 	n/s	 	Vice President
	FSHC, Inc.	 	n/s	 	Vice President
	Home Etc, Inc.	 	n/s	 	Vice President
	Kafco Development Co., Inc.	 	n/s	 	President
	Lane Bryant of Pennsylvania, Inc.	 	n/s	 	Vice President
	LB International Licensing, Inc.	 	n/s	 	President
	Modern Woman Holdings, Inc.	 	n/s	 	President
	Modern Woman Specialty, Inc.	 	n/s	 	President
	Petite Sophisticate Management Co., Inc.	 	n/s	 	President
	Petite Sophisticate, Inc.	 	n/s	 	President
	PSTM, Inc.	 	n/s	 	Vice President
	Shoetrader, Inc.	 	n/s	 	Vice President
	Sonsi, Inc.	 	n/s	 	Vice President
	Spirit of America, Inc.	 	n/s	 	President
	Winks Lane, Inc.	 	n/s	 	President
	Lane Bryant Outlet #4101 of Waterloo, LLC	 	4101 	 	Vice President
	Lane Bryant Outlet #4104, LLC	 	4104 	 	Vice President
	Lane Bryant Outlet #4105, LLC	 	4105 	 	Vice President
	Lane Bryant Outlet 4106, Inc.	 	4106 	 	Vice President
	Lane Bryant Outlet #4107, LLC	 	4107 	 	Vice President
	Lane Bryant Outlet #4108, LLC	 	4108 	 	Vice President


  






    	 



    	 



    






 


	Lane Bryant Outlet #4109, LLC	 	4109	 	Vice President
	Lane Bryant Outlet #4112, LLC	 	4112	 	Vice President
	Lane Bryant Outlet #4113, LLC	 	4113	 	Vice President
	Lane Bryant Outlet #4115, LLC	 	4115	 	Vice President
	Lane Bryant Outlet #4116, LLC	 	4116	 	Vice President
	Lane Bryant Outlet #4120 of Lake George, LLC	 	4120	 	Vice President
	Lane Bryant Outlet #4121, LLC	 	4121	 	Vice President
	Lane Bryant Outlet #4123, LLC	 	4123	 	Vice President
	Lane Bryant Outlet #4124, LLC	 	4124	 	Vice President
	Lane Bryant Outlet #4129, LLC	 	4129	 	Vice President
	Lane Bryant Outlet #4131, LLC	 	4131	 	Vice President
	Lane Bryant Outlet #4132, LLC	 	4132	 	Vice President
	Lane Bryant Outlet #4136, LLC	 	4136	 	Vice President
	Lane Bryant Outlet #4137, LLC	 	4137	 	Vice President
	Lane Bryant Outlet #4138, LLC	 	4138	 	Vice President
	Lane Bryant Outlet #4139, LLC	 	4139	 	Vice President
	Lane Bryant Outlet #4141, LLC	 	4141	 	Vice President
	Lane Bryant Outlet #4142, LLC	 	4142	 	Vice President
	Lane Bryant Outlet #4143, LLC	 	4143	 	Vice President
	Lane Bryant Outlet #4145, LLC	 	4145	 	Vice President
	Lane Bryant Outlet #4146, LLC	 	4146	 	Vice President
	Lane Bryant Outlet #4148, LLC	 	4148	 	Vice President
	Lane Bryant Outlet #4149, LLC	 	4149	 	Vice President
	Lane Bryant Outlet #4150, LLC	 	4150	 	Vice President
	Lane Bryant Outlet #4151, LLC	 	4151	 	Vice President
	Lane Bryant Outlet #4153, LLC	 	4153	 	Vice President
	Lane Bryant Outlet #4155, LLC	 	4155	 	Vice President
	Lane Bryant Outlet #4156, LLC	 	4156	 	Vice President
	Lane Bryant Outlet #4158 of Deer Park, LLC	 	4158	 	Vice President
	Lane Bryant Outlet #4159, LLC	 	4159	 	Vice President
	Lane Bryant Outlet #4161, LLC	 	4161	 	Vice President
	Lane Bryant Outlet #4163 of Olean, LLC	 	4163	 	Vice President
	Lane Bryant Outlet #4165, LLC	 	4165	 	Vice President
	Lane Bryant Outlet #4168, LLC	 	4168	 	Vice President
	Lane Bryant Outlet #4171, LLC	 	4171	 	Vice President
	Lane Bryant Outlet #4174, Inc.	 	4174	 	Vice President
	Lane Bryant Outlet #4175, LLC	 	4175	 	Vice President
	Lane Bryant Outlet #4179, LLC	 	4179	 	Vice President
	Lane Bryant Outlet #4180, LLC	 	4180	 	Vice President
	Lane Bryant Outlet #4182, LLC	 	4182	 	Vice President
	Lane Bryant Outlet #4183, LLC	 	4183	 	Vice President
	Lane Bryant Outlet #4184, LLC	 	4184	 	Vice President
	Lane Bryant Outlet #4185, LLC	 	4185	 	Vice President
	Lane Bryant Outlet #4186, Inc.	 	4186	 	Vice President
	Lane Bryant Outlet 4189, LLC	 	4189	 	Vice President
	Lane Bryant Outlet #4190, LLC	 	4190	 	Vice President
	Lane Bryant Outlet #4191, LLC	 	4191	 	Vice President
	Lane Bryant Outlet #4192, LLC	 	4192	 	Vice President
	Lane Bryant Outlet #4193, LLC	 	4193	 	Vice President
	Lane Bryant Outlet #4196, LLC	 	4196	 	Vice President
	Lane Bryant Outlet 4237, Inc.	 	4237	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant Outlet #4239 of Riverhead, LLC	 	4239	 	Vice President
	Lane Bryant Outlet #4240, LLC	 	4240	 	Vice President
	Lane Bryant Outlet #4254, LLC	 	4254	 	Vice President
	Lane Bryant Outlet #4272, LLC	 	4272	 	Vice President
	Lane Bryant Outlet #4279, Inc.	 	4279	 	Vice President
	Lane Bryant Outlet #4320, LLC	 	4320	 	Vice President
	Lane Bryant Outlet #4322, LLC	 	4322	 	Vice President
	Lane Bryant Outlet 4324, Inc.	 	4324	 	Vice President
	Lane Bryant Outlet #4343, LLC	 	4343	 	Vice President
	Lane Bryant #4503, LLC	 	4503	 	Vice President
	Lane Bryant #4504, LLC	 	4504	 	Vice President
	Lane Bryant #4506, LLC	 	4506	 	Vice President
	Lane Bryant #4509, LLC	 	4509	 	Vice President
	Lane Bryant 4510, Inc.	 	4510	 	Vice President
	Lane Bryant #4511, LLC	 	4511	 	Vice President
	Lane Bryant #4512, LLC	 	4512	 	Vice President
	Lane Bryant #4515, LLC	 	4515	 	Vice President
	Lane Bryant #4518, LLC	 	4518	 	Vice President
	Lane Bryant #4519, LLC	 	4519	 	Vice President
	Lane Bryant #4520, LLC	 	4520	 	Vice President
	Lane Bryant 4521, Inc.	 	4521	 	Vice President
	Lane Bryant #4522, Inc.	 	4522	 	Vice President
	Lane Bryant 4523, LLC	 	4523	 	Vice President
	Lane Bryant #4524, LLC	 	4524	 	Vice President
	Lane Bryant #4525, LLC	 	4525	 	Vice President
	Lane Bryant #4526, LLC	 	4526	 	Vice President
	Lane Bryant #4527, LLC	 	4527	 	Vice President
	Lane Bryant #4528, LLC	 	4528	 	Vice President
	Lane Bryant #4529, LLC	 	4529	 	Vice President
	Lane Bryant #4530, LLC	 	4530	 	Vice President
	Lane Bryant #4531, LLC	 	4531	 	Vice President
	Lane Bryant 4532, LLC	 	4532	 	Vice President
	Lane Bryant #4533, LLC	 	4533	 	Vice President
	Lane Bryant #4535, LLC	 	4535	 	Vice President
	Lane Bryant 4536, Inc.	 	4536	 	Vice President
	Lane Bryant #4539, LLC	 	4539	 	Vice President
	Lane Bryant #4541, LLC	 	4541	 	Vice President
	Lane Bryant #4542, LLC	 	4542	 	Vice President
	Lane Bryant #4543, LLC	 	4543	 	Vice President
	Lane Bryant #4544, LLC	 	4544	 	Vice President
	Lane Bryant #4545, LLC	 	4545	 	Vice President
	Lane Bryant #4546, LLC	 	4546	 	Vice President
	Lane Bryant #4547, LLC	 	4547	 	Vice President
	Lane Bryant #4548, LLC	 	4548	 	Vice President
	Lane Bryant 4549, Inc.	 	4549	 	Vice President
	Lane Bryant #4551, LLC	 	4551	 	Vice President
	Lane Bryant 4553, LLC	 	4553	 	Vice President
	Lane Bryant #4554, LLC	 	4554	 	Vice President
	Lane Bryant #4555, LLC	 	4555	 	Vice President
	Lane Bryant #4556, LLC	 	4556	 	Vice President
	Lane Bryant #4557, LLC	 	4557	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant #4558, LLC	 	4558	 	Vice President
	Lane Bryant #4560, LLC	 	4560	 	Vice President
	Lane Bryant #4561, LLC	 	4561	 	Vice President
	Lane Bryant #4562, LLC	 	4562	 	Vice President
	Lane Bryant #4563, LLC	 	4563	 	Vice President
	Lane Bryant #4565, LLC	 	4565	 	Vice President
	Lane Bryant #4566, LLC	 	4566	 	Vice President
	Lane Bryant #4567, LLC	 	4567	 	Vice President
	Lane Bryant #4568, LLC	 	4568	 	Vice President
	Lane Bryant #4569, LLC	 	4569	 	Vice President
	Lane Bryant #4570, LLC	 	4570	 	Vice President
	Lane Bryant #4571, LLC	 	4571	 	Vice President
	Lane Bryant #4572, LLC	 	4572	 	Vice President
	Lane Bryant #4573, LLC	 	4573	 	Vice President
	Lane Bryant #4574, LLC	 	4574	 	Vice President
	Lane Bryant #4575, LLC	 	4575	 	Vice President
	Lane Bryant/Cacique #4576, LLC	 	4576	 	Vice President
	Lane Bryant 4577, Inc.	 	4577	 	Vice President
	Lane Bryant 4578, Inc.	 	4578	 	Vice President
	Lane Bryant #4579, LLC	 	4579	 	Vice President
	Lane Bryant #4580, LLC	 	4580	 	Vice President
	Lane Bryant #4581, LLC	 	4581	 	Vice President
	Lane Bryant #4582, LLC	 	4582	 	Vice President
	Lane Bryant #4583, LLC	 	4583	 	Vice President
	Lane Bryant #4584, LLC	 	4584	 	Vice President
	Lane Bryant #4585, LLC	 	4585	 	Vice President
	Lane Bryant #4586, LLC	 	4586	 	Vice President
	Lane Bryant/Cacique #4589, LLC	 	4589	 	Vice President
	Lane Bryant/Cacique #4590, LLC	 	4590	 	Vice President
	Lane Bryant/Cacique #4591, LLC	 	4591	 	Vice President
	Lane Bryant/Cacique #4592 of Vestal, LLC	 	4592	 	Vice President
	Lane Bryant/Cacique #4593, LLC	 	4593	 	Vice President
	Lane Bryant #4594, LLC	 	4594	 	Vice President
	Lane Bryant/Cacique #4595, LLC	 	4595	 	Vice President
	Lane Bryant #4596, LLC	 	4596	 	Vice President
	Lane Bryant/Cacique #4597, LLC	 	4597	 	Vice President
	Lane Bryant/Cacique #4598, LLC	 	4598	 	Vice President
	Lane Bryant #4599, LLC	 	4599	 	Vice President
	Lane Bryant #4600, LLC	 	4600	 	Vice President
	Lane Bryant/Cacique #4601, LLC	 	4601	 	Vice President
	Lane Bryant/Cacique #4602, LLC	 	4602	 	Vice President
	Lane Bryant/Cacique #4603, LLC	 	4603	 	Vice President
	Lane Bryant/Cacique 4604, LLC	 	4604	 	Vice President
	Lane Bryant/Cacique #4605, LLC	 	4605	 	Vice President
	Lane Bryant/Cacique #4606, LLC	 	4606	 	Vice President
	Lane Bryant/Cacique #4608, LLC	 	4608	 	Vice President
	Lane Bryant/Cacique #4609, LLC	 	4609	 	Vice President
	Lane Bryant #4610, LLC	 	4610	 	Vice President
	Lane Bryant #4612, LLC	 	4612	 	Vice President
	Lane Bryant/Cacique #4614, LLC	 	4614	 	Vice President
	Lane Bryant #4616, LLC	 	4616	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant #4617, LLC	 	4617	 	Vice President
	Lane Bryant/Cacique 4619, Inc.	 	4619	 	Vice President
	Lane Bryant #4620 of Saratoga County, LLC	 	4620	 	Vice President
	Lane Bryant #4622, LLC	 	4622	 	Vice President
	Lane Bryant/Cacique #4623, LLC	 	4623	 	Vice President
	Lane Bryant/Cacique #4625, LLC	 	4625	 	Vice President
	Lane Bryant/Cacique #4630, LLC	 	4630	 	Vice President
	Lane Bryant/Cacique #4632, LLC	 	4632	 	Vice President
	Lane Bryant #4633, LLC	 	4633	 	Vice President
	Lane Bryant #4634, LLC	 	4634	 	Vice President
	Lane Bryant/Cacique 4636, Inc.	 	4636	 	Vice President
	Lane Bryant #4638, LLC	 	4638	 	Vice President
	Lane Bryant/Cacique #4640, LLC	 	4640	 	Vice President
	Lane Bryant #4641, LLC	 	4641	 	Vice President
	Lane Bryant #4643, LLC	 	4643	 	Vice President
	Lane Bryant/Cacique #4644, LLC	 	4644	 	Vice President
	Lane Bryant/Cacique #4645, LLC	 	4645	 	Vice President
	Lane Bryant #4646 of Horseheads, LLC	 	4646	 	Vice President
	Lane Bryant #4647, LLC	 	4647	 	Vice President
	Lane Bryant/Cacique #4648, LLC	 	4648	 	Vice President
	Lane Bryant/Cacique 4649, Inc.	 	4649	 	Vice President
	Lane Bryant/Cacique #4650, LLC	 	4650	 	Vice President
	Lane Bryant #4652, LLC	 	4652	 	Vice President
	Lane Bryant/Cacique #4653, LLC	 	4653	 	Vice President
	Lane Bryant #4654, LLC	 	4654	 	Vice President
	Lane Bryant #4655, LLC	 	4655	 	Vice President
	Lane Bryant #4656, LLC	 	4656	 	Vice President
	Lane Bryant #4657, LLC	 	4657	 	Vice President
	Lane Bryant/Cacique #4659, LLC	 	4659	 	Vice President
	Lane Bryant/Cacique #4660, LLC	 	4660	 	Vice President
	Lane Bryant/Cacique #4661, LLC	 	4661	 	Vice President
	Lane Bryant #4664, LLC	 	4664	 	Vice President
	Lane Bryant #4665, LLC	 	4665	 	Vice President
	Lane Bryant/Cacique #4667, LLC	 	4667	 	Vice President
	Lane Bryant/Cacique #4668, LLC	 	4668	 	Vice President
	Lane Bryant/Cacique #4671, LLC	 	4671	 	Vice President
	Lane Bryant/Cacique #4672, LLC	 	4672	 	Vice President
	Lane Bryant #4676, LLC	 	4676	 	Vice President
	Lane Bryant #4677, LLC	 	4677	 	Vice President
	Lane Bryant 4679, Inc.	 	4679	 	Vice President
	Lane Bryant #4680, LLC	 	4680	 	Vice President
	Lane Bryant/Cacique #4681, LLC	 	4681	 	Vice President
	Lane Bryant/Cacique #4683, LLC	 	4683	 	Vice President
	Lane Bryant #4685, LLC	 	4685	 	Vice President
	Lane Bryant 4688, Inc.	 	4688	 	Vice President
	Lane Bryant/Cacique 4689, Inc.	 	4689	 	Vice President
	Lane Bryant #4691, LLC	 	4691	 	Vice President
	Lane Bryant/Cacique #4692, LLC	 	4692	 	Vice President
	Lane Bryant #4693, LLC	 	4693	 	Vice President
	Lane Bryant #4694, LLC	 	4694	 	Vice President
	Lane Bryant #4696, LLC	 	4696	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant #4697, LLC	 	4697	 	Vice President
	Lane Bryant #4700, LLC	 	4700	 	Vice President
	Lane Bryant/Cacique #4701, LLC	 	4701	 	Vice President
	Lane Bryant/Cacique #4702, LLC	 	4702	 	Vice President
	Lane Bryant #4705, LLC	 	4705	 	Vice President
	Lane Bryant #4706, LLC	 	4706	 	Vice President
	Lane Bryant #4709, LLC	 	4709	 	Vice President
	Lane Bryant #4710, LLC	 	4710	 	Vice President
	Lane Bryant #4711, LLC	 	4711	 	Vice President
	Lane Bryant #4714, LLC	 	4714	 	Vice President
	Lane Bryant #4719, LLC	 	4719	 	Vice President
	Lane Bryant/Cacique #4720, LLC	 	4720	 	Vice President
	Lane Bryant 4723, Inc.	 	4723	 	Vice President
	Lane Bryant/Cacique #4724, LLC	 	4724	 	Vice President
	Lane Bryant #4727, LLC	 	4727	 	Vice President
	Lane Bryant #4733, LLC	 	4733	 	Vice President
	Lane Bryant #4734, INC.	 	4734	 	Vice President
	Lane Bryant #4736, LLC	 	4736	 	Vice President
	Lane Bryant #4737, LLC	 	4737	 	Vice President
	Lane Bryant 4740, Inc.	 	4740	 	Vice President
	Lane Bryant #4741, LLC	 	4741	 	Vice President
	Lane Bryant #4742, LLC	 	4742	 	Vice President
	Lane Bryant #4743, LLC	 	4743	 	Vice President
	Lane Bryant #4744, Inc.	 	4744	 	Vice President
	Lane Bryant #4745, LLC	 	4745	 	Vice President
	Lane Bryant #4746, LLC	 	4746	 	Vice President
	Lane Bryant #4747, Inc.	 	4747	 	Vice President
	Lane Bryant #4748, LLC	 	4748	 	Vice President
	Lane Bryant #4749, Inc.	 	4749	 	Vice President
	Lane Bryant #4750, LLC	 	4750	 	Vice President
	Lane Bryant #4751, LLC	 	4751	 	Vice President
	Lane Bryant #4752, LLC	 	4752	 	Vice President
	Lane Bryant #4753, LLC	 	4753	 	Vice President
	Lane Bryant #4754, LLC	 	4754	 	Vice President
	Lane Bryant #4755, LLC	 	4755	 	Vice President
	Lane Bryant #4756, LLC	 	4756	 	Vice President
	Lane Bryant #4758, LLC	 	4758	 	Vice President
	Lane Bryant #4759, LLC	 	4759	 	Vice President
	Lane Bryant #4760, LLC	 	4760	 	Vice President
	Lane Bryant #4761, Inc.	 	4761	 	Vice President
	Lane Bryant #4762, LLC	 	4762	 	Vice President
	Lane Bryant #4763, LLC	 	4763	 	Vice President
	Lane Bryant #4764, LLC	 	4764	 	Vice President
	Lane Bryant #4765, Inc.	 	4765	 	Vice President
	Lane Bryant 4766, Inc.	 	4766	 	Vice President
	Lane Bryant #4767, LLC	 	4767	 	Vice President
	Lane Bryant #4768, LLC	 	4768	 	Vice President
	Lane Bryant #4769, LLC	 	4769	 	Vice President
	Lane Bryant #4770, LLC	 	4770	 	Vice President
	Lane Bryant #4771, LLC	 	4771	 	Vice President
	Lane Bryant #4772, LLC	 	4772	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant #4773, Inc.	 	4773	 	Vice President
	Lane Bryant #4774, LLC	 	4774	 	Vice President
	Lane Bryant #4775, LLC	 	4775	 	Vice President
	Lane Bryant #4776, LLC	 	4776	 	Vice President
	Lane Bryant #4777, LLC	 	4777	 	Vice President
	Lane Bryant #4778, Inc.	 	4778	 	Vice President
	Lane Bryant #4779, Inc.	 	4779	 	Vice President
	Lane Bryant #4780, LLC	 	4780	 	Vice President
	Lane Bryant #4781, Inc.	 	4781	 	Vice President
	Lane Bryant #4782, LLC	 	4782	 	Vice President
	Lane Bryant #4783, LLC	 	4783	 	Vice President
	Lane Bryant #4793, LLC	 	4793	 	Vice President
	Lane Bryant #4794, LLC	 	4794	 	Vice President
	Lane Bryant #4795, LLC	 	4795	 	Vice President
	Lane Bryant #4796 of Pelham Manor, LLC	 	4796	 	Vice President
	Lane Bryant #4797, LLC	 	4797	 	Vice President
	Lane Bryant #4798, LLC	 	4798	 	Vice President
	Lane Bryant 4800, Inc.	 	4800	 	Vice President
	Lane Bryant #4801, LLC	 	4801	 	Vice President
	Lane Bryant #4802, LLC	 	4802	 	Vice President
	Lane Bryant #4803, LLC	 	4803	 	Vice President
	Lane Bryant 4804, Inc.	 	4804	 	Vice President
	Lane Bryant #4805, LLC	 	4805	 	Vice President
	Lane Bryant #4806, LLC	 	4806	 	Vice President
	Lane Bryant #4807, LLC	 	4807	 	Vice President
	Lane Bryant #4808 of Westbury, LLC	 	4808	 	Vice President
	Lane Bryant #4810, LLC	 	4810	 	Vice President
	Lane Bryant #4811, LLC	 	4811	 	Vice President
	Lane Bryant #4812, LLC	 	4812	 	Vice President
	Catherines #5013, LLC	 	5013	 	Vice President
	Catherines #5014, LLC	 	5014	 	Vice President
	Catherines #5016, LLC	 	5016	 	Vice President
	Catherines #5022, LLC	 	5022	 	Vice President
	Catherines #5023, LLC	 	5023	 	Vice President
	Catherines #5029 of New Hartford, Inc.	 	5029	 	Vice President
	Catherines #5037, LLC	 	5037	 	Vice President
	Catherines #5039, Inc.	 	5039	 	Vice President
	Catherines #5044, LLC	 	5044	 	Vice President
	Catherines #5052, Inc.	 	5052	 	Vice President
	Catherines #5054, LLC	 	5054	 	Vice President
	Catherines #5058, LLC	 	5058	 	Vice President
	Catherines #5063, LLC	 	5063	 	Vice President
	Catherines #5069, LLC	 	5069	 	Vice President
	Catherines #5075, LLC	 	5075	 	Vice President
	Catherines #5076, LLC	 	5076	 	Vice President
	Catherines #5077, LLC	 	5077	 	Vice President
	Catherines #5085, LLC	 	5085	 	Vice President
	Catherines #5094, Inc.	 	5094	 	Vice President
	Catherines #5097, LLC	 	5097	 	Vice President
	Catherines #5114, LLC	 	5114	 	Vice President
	Catherines #5118, Inc.	 	5118	 	Vice President


 




    	 



    	 



    

 


	Catherines #5124, Inc.	 	5124	 	Vice President
	Catherines #5127, Inc.	 	5127	 	Vice President
	Catherines #5129, LLC	 	5129	 	Vice President
	Catherines #5134, LLC	 	5134	 	Vice President
	Catherines #5141, LLC	 	5141	 	Vice President
	Catherines #5147, Inc.	 	5147	 	Vice President
	Catherines #5149, Inc.	 	5149	 	Vice President
	Catherines #5150, LLC	 	5150	 	Vice President
	Catherines #5157, LLC	 	5157	 	Vice President
	Catherines #5172, Inc.	 	5172	 	Vice President
	Catherines #5173, Inc.	 	5173	 	Vice President
	Catherines #5175, LLC	 	5175	 	Vice President
	Catherines #5176, LLC	 	5176	 	Vice President
	Catherines #5177, LLC	 	5177	 	Vice President
	Catherines #5179, Inc.	 	5179	 	Vice President
	Catherines #5188, LLC	 	5188	 	Vice President
	Catherines #5189, Inc.	 	5189	 	Vice President
	Catherines #5200, LLC	 	5200	 	Vice President
	Catherines #5215, LLC	 	5215	 	Vice President
	Catherines #5217, LLC	 	5217	 	Vice President
	Catherines #5220, LLC	 	5220	 	Vice President
	Catherines #5227, LLC	 	5227	 	Vice President
	Catherines #5231, LLC	 	5231	 	Vice President
	Catherines #5232, LLC	 	5232	 	Vice President
	Catherines #5239, LLC	 	5239	 	Vice President
	Catherines #5242, LLC	 	5242	 	Vice President
	Catherines #5247, LLC	 	5247	 	Vice President
	Catherines #5248, LLC	 	5248	 	Vice President
	Catherines #5267, Inc.	 	5267	 	Vice President
	Catherines #5269, LLC	 	5269	 	Vice President
	Catherines #5275, Inc.	 	5275	 	Vice President
	Catherines #5279, Inc.	 	5279	 	Vice President
	Catherines 5282, Inc.	 	5282	 	Vice President
	Catherines #5300, LLC	 	5300	 	Vice President
	Catherines #5303, LLC	 	5303	 	Vice President
	Catherines #5307, LLC	 	5307	 	Vice President
	Catherines #5335, LLC	 	5335	 	Vice President
	Catherines #5340, Inc.	 	5340	 	Vice President
	Catherines #5342, Inc.	 	5342	 	Vice President
	Catherines #5344 of Mays Landing, Inc.	 	5344	 	Vice President
	Catherines #5345 of Colonial Heights, Inc.	 	5345	 	Vice President
	Catherines #5348, Inc.	 	5348	 	Vice President
	Catherines #5349, Inc.	 	5349	 	Vice President
	Catherines #5351, Inc.	 	5351	 	Vice President
	Catherines #5353, Inc.	 	5353	 	Vice President
	Catherines #5356, Inc.	 	5356	 	Vice President
	Catherines #5358, Inc.	 	5358	 	Vice President
	Catherines #5359, Inc.	 	5359	 	Vice President
	Catherines #5360, Inc.	 	5360	 	Vice President
	Catherines #5362, Inc.	 	5362	 	Vice President
	Catherines #5363, Inc.	 	5363	 	Vice President


 




    	 



    	 



    

 


	Catherines #5365, Inc.	 	5365	 	Vice President
	Catherines #5368, Inc.	 	5368	 	Vice President
	Catherines #5369, Inc.	 	5369	 	Vice President
	Catherines #5370, Inc.	 	5370	 	Vice President
	Catherines #5371, Inc.	 	5371	 	Vice President
	Catherines #5372, Inc.	 	5372	 	Vice President
	Catherines #5375, Inc.	 	5375	 	Vice President
	Catherines #5376, Inc.	 	5376	 	Vice President
	Catherines #5377, Inc.	 	5377	 	Vice President
	Catherines #5378, Inc.	 	5378	 	Vice President
	Catherines #5380, Inc.	 	5380	 	Vice President
	Catherines #5382 of Vestal, Inc.	 	5382	 	Vice President
	Catherines #5384, Inc.	 	5384	 	Vice President
	Catherines #5387, Inc.	 	5387	 	Vice President
	Catherines #5388, Inc.	 	5388	 	Vice President
	Catherines #5390, Inc.	 	5390	 	Vice President
	Catherines #5396, Inc.	 	5396	 	Vice President
	Catherines #5397, Inc.	 	5397	 	Vice President
	Catherines #5402, Inc.	 	5402	 	Vice President
	Catherines 5405, Inc.	 	5405	 	Vice President
	Catherines 5406, Inc.	 	5406	 	Vice President
	Catherines #5407, Inc.	 	5407	 	Vice President
	Catherines #5408, Inc.	 	5408	 	Vice President
	Catherines #5410, Inc.	 	5410	 	Vice President
	Catherines #5411, Inc.	 	5411	 	Vice President
	Catherines #5413 of Dewitt, Inc.	 	5413	 	Vice President
	Catherines #5416, Inc.	 	5416	 	Vice President
	Catherines #5420, LLC	 	5420	 	Vice President
	Catherines #5427, Inc.	 	5427	 	Vice President
	Catherines #5428, Inc.	 	5428	 	Vice President
	Catherines #5432, Inc.	 	5432	 	Vice President
	Catherines #5434, LLC	 	5434	 	Vice President
	Catherines #5550, Inc.	 	5550	 	Vice President
	Catherines #5552, Inc.	 	5552	 	Vice President
	Catherines #5553, Inc.	 	5553	 	Vice President
	Catherines #5555, Inc.	 	5555	 	Vice President
	Catherines #5556, Inc.	 	5556	 	Vice President
	Catherines #5557, LLC	 	5557	 	Vice President
	Catherines #5558, LLC	 	5558	 	Vice President
	Catherines #5559, LLC	 	5559	 	Vice President
	Catherines #5560, LLC	 	5560	 	Vice President
	Catherines #5561, LLC	 	5561	 	Vice President
	Catherines #5562, LLC	 	5562	 	Vice President
	Catherines #5563, LLC	 	5563	 	Vice President
	Catherines #5564, LLC	 	5564	 	Vice President
	Catherines #5566, LLC	 	5566	 	Vice President
	Catherines #5567, LLC	 	5567	 	Vice President
	Catherines #5568, LLC	 	5568	 	Vice President
	Catherines 5569, Inc.	 	5569	 	Vice President
	Catherines #5570, LLC	 	5570	 	Vice President
	Catherines #5571, LLC	 	5571	 	Vice President


 




    	 



    	 



    

 


	Catherines #5572, LLC	 	5572	 	Vice President
	Catherines #5573, LLC	 	5573	 	Vice President
	Catherines #5574, LLC	 	5574	 	Vice President
	Catherines #5575, LLC	 	5575	 	Vice President
	Catherines #5578, LLC	 	5578	 	Vice President
	Catherines #5579, LLC	 	5579	 	Vice President
	Catherines #5580, LLC	 	5580	 	Vice President
	Catherines #5582, LLC	 	5582	 	Vice President
	Catherines #5644, Inc.	 	5644	 	Vice President
	Catherines #5646, Inc.	 	5646	 	Vice President
	Catherines 5647, Inc.	 	5647	 	Vice President
	Catherines #5648, Inc.	 	5648	 	Vice President
	Catherines #5687, LLC	 	5687	 	Vice President
	Catherines #5702, LLC	 	5702	 	Vice President
	Catherines #5706, Inc.	 	5706	 	Vice President
	Catherines #5713, Inc.	 	5713	 	Vice President
	Catherines #5717, LLC	 	5717	 	Vice President
	Catherines #5718, Inc.	 	5718	 	Vice President
	Catherines #5724, LLC	 	5724	 	Vice President
	Catherines #5725, Inc.	 	5725	 	Vice President
	Catherines 5738, Inc.	 	5738	 	Vice President
	Catherines 5741, Inc.	 	5741	 	Vice President
	Catherines 5742, Inc.	 	5742	 	Vice President
	Catherines #5743, Inc.	 	5743	 	Vice President
	Catherines #5745, Inc.	 	5745	 	Vice President
	Catherines #5746, Inc.	 	5746	 	Vice President
	Catherines #5748, Inc.	 	5748	 	Vice President
	Catherines #5749 of Clay, Inc.	 	5749	 	Vice President
	Catherines #5751, LLC	 	5751	 	Vice President
	Catherines #5753, Inc.	 	5753	 	Vice President
	Catherines #5757, Inc.	 	5757	 	Vice President
	Catherines #5772, LLC	 	5772	 	Vice President
	Catherines #5781, LLC	 	5781	 	Vice President
	Catherines #5784, LLC	 	5784	 	Vice President
	Catherines #5785, LLC	 	5785	 	Vice President
	Catherines #5786, LLC	 	5786	 	Vice President
	Catherines #5788, LLC	 	5788	 	Vice President
	Catherines #5791, LLC	 	5791	 	Vice President
	Catherines #5793, Inc.	 	5793	 	Vice President
	Catherines #5794 of Pittsford, Inc.	 	5794	 	Vice President
	Catherines #5796 of Poughkeepsie, Inc.	 	5796	 	Vice President
	Catherines #5802, LLC	 	5802	 	Vice President
	Catherines #5808, LLC	 	5808	 	Vice President
	Catherines #5812, Inc.	 	5812	 	Vice President
	Catherines #5814, LLC	 	5814	 	Vice President
	Catherines #5816, LLC	 	5816	 	Vice President
	Catherines #5817 of Amherst, LLC	 	5817	 	Vice President
	Catherines #5819, Inc.	 	5819	 	Vice President
	Catherines #5824, LLC	 	5824	 	Vice President
	Catherines 5832, Inc.	 	5832	 	Vice President
	Catherines 5834, Inc.	 	5834	 	Vice President


 




    	 



    	 



    

 


	Catherines #5837, LLC	 	5837	 	Vice President
	Catherines #5845, Inc.	 	5845	 	Vice President
	Catherines #5848, Inc.	 	5848	 	Vice President
	Catherines #5849, Inc.	 	5849	 	Vice President
	Catherines #5857, Inc.	 	5857	 	Vice President
	Catherines #5858, Inc.	 	5858	 	Vice President
	Catherines #5859, Inc.	 	5859	 	Vice President
	Catherines #5861, Inc.	 	5861	 	Vice President
	Catherines #5863, Inc.	 	5863	 	Vice President
	Catherines #5867, Inc.	 	5867	 	Vice President
	Catherines #5871, Inc.	 	5871	 	Vice President
	Catherines #5873, Inc.	 	5873	 	Vice President
	Catherines #5874, Inc.	 	5874	 	Vice President
	Catherines #5875, Inc.	 	5875	 	Vice President
	Catherines #5876, Inc.	 	5876	 	Vice President
	Catherines #5879, Inc.	 	5879	 	Vice President
	Catherines #5881, Inc.	 	5881	 	Vice President
	Catherines #5885, Inc.	 	5885	 	Vice President
	Catherines #5889, Inc.	 	5889	 	Vice President
	Catherines #5890, Inc.	 	5890	 	Vice President
	Catherines #5893, Inc.	 	5893	 	Vice President
	Catherines #5951, LLC	 	5951	 	Vice President
	Catherines #5952, LLC	 	5952	 	Vice President
	Catherines #5955, LLC	 	5955	 	Vice President
	Catherines #5956, LLC	 	5956	 	Vice President
	Catherines #5957, LLC	 	5957	 	Vice President
	Catherines #5958, LLC	 	5958	 	Vice President
	Catherines #5959, LLC	 	5959	 	Vice President
	Catherines #5960, LLC	 	5960	 	Vice President
	Catherines #5961, LLC	 	5961	 	Vice President
	Catherines #5962, LLC	 	5962	 	Vice President
	Catherines #5963, LLC	 	5963	 	Vice President
	Catherines #5965, LLC	 	5965	 	Vice President
	Catherines #5966, LLC	 	5966	 	Vice President
	Catherines #5967, LLC	 	5967	 	Vice President
	Catherines #5968, LLC	 	5968	 	Vice President
	Catherines #5969, LLC	 	5969	 	Vice President
	Catherines 5970, LLC	 	5970	 	Vice President
	Catherines #5971, LLC	 	5971	 	Vice President
	Catherines #5972, LLC	 	5972	 	Vice President
	Catherines #5973, LLC	 	5973	 	Vice President
	Catherines #5974, LLC	 	5974	 	Vice President
	Catherines 5975, Inc.	 	5975	 	Vice President
	Catherines #5976, LLC	 	5976	 	Vice President
	Catherines #5977, LLC	 	5977	 	Vice President
	Catherines #5979, LLC	 	5979	 	Vice President
	Catherines #5980, LLC	 	5980	 	Vice President
	Catherines #5982, LLC	 	5982	 	Vice President
	Catherines #5983, LLC	 	5983	 	Vice President
	Lane Bryant #6004, LLC	 	6004	 	Vice President
	Lane Bryant #6008, Inc.	 	6008	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant #6012, LLC	 	6012	 	Vice President
	Lane Bryant #6013, LLC	 	6013	 	Vice President
	Lane Bryant #6017, LLC	 	6017	 	Vice President
	Lane Bryant #6019, LLC	 	6019	 	Vice President
	Lane Bryant #6032, LLC	 	6032	 	Vice President
	Lane Bryant 6038, Inc.	 	6038	 	Vice President
	Lane Bryant #6041, LLC	 	6041	 	Vice President
	Lane Bryant 6042, Inc.	 	6042	 	Vice President
	Lane Bryant 6044, Inc.	 	6044	 	Vice President
	Lane Bryant 6045, Inc.	 	6045	 	Vice President
	Lane Bryant #6046, LLC	 	6046	 	Vice President
	Lane Bryant #6051, LLC	 	6051	 	Vice President
	Lane Bryant #6053, LLC	 	6053	 	Vice President
	Lane Bryant #6059, LLC	 	6059	 	Vice President
	Lane Bryant #6065, LLC	 	6065	 	Vice President
	Lane Bryant 6067, Inc.	 	6067	 	Vice President
	Lane Bryant #6078, LLC	 	6078	 	Vice President
	Lane Bryant #6083, Inc.	 	6083	 	Vice President
	Lane Bryant #6097, LLC	 	6097	 	Vice President
	Lane Bryant #6116, LLC	 	6116	 	Vice President
	Lane Bryant #6118, LLC	 	6118	 	Vice President
	Lane Bryant #6120, Inc.	 	6120	 	Vice President
	Lane Bryant 6122, Inc.	 	6122	 	Vice President
	Lane Bryant #6126, LLC	 	6126	 	Vice President
	Lane Bryant 6134, Inc.	 	6134	 	Vice President
	Lane Bryant #6147 of Victor, LLC	 	6147	 	Vice President
	Lane Bryant #6154, LLC	 	6154	 	Vice President
	Lane Bryant #6155, LLC	 	6155	 	Vice President
	Lane Bryant #6157, Inc.	 	6157	 	Vice President
	Lane Bryant #6158, LLC	 	6158	 	Vice President
	Lane Bryant 6161, Inc.	 	6161	 	Vice President
	Lane Bryant #6163, LLC	 	6163	 	Vice President
	Lane Bryant #6166, LLC	 	6166	 	Vice President
	Lane Bryant #6170, LLC	 	6170	 	Vice President
	Lane Bryant #6178, LLC	 	6178	 	Vice President
	Lane Bryant #6181, Inc.	 	6181	 	Vice President
	Lane Bryant #6183, LLC	 	6183	 	Vice President
	Lane Bryant #6188, LLC	 	6188	 	Vice President
	Lane Bryant #6196, Inc.	 	6196	 	Vice President
	Lane Bryant #6202, LLC	 	6202	 	Vice President
	Lane Bryant/Cacique #6203, LLC	 	6203	 	Vice President
	Lane Bryant #6205, LLC	 	6205	 	Vice President
	Lane Bryant #6209, LLC	 	6209	 	Vice President
	Lane Bryant #6211, LLC	 	6211	 	Vice President
	Lane Bryant #6213, LLC	 	6213	 	Vice President
	Lane Bryant #6215, Inc.	 	6215	 	Vice President
	Lane Bryant #6218, Inc.	 	6218	 	Vice President
	Lane Bryant #6219, LLC	 	6219	 	Vice President
	Lane Bryant #6222, LLC	 	6222	 	Vice President
	Lane Bryant #6230, Inc.	 	6230	 	Vice President
	Lane Bryant #6231, LLC	 	6231	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant #6234, LLC	 	6234	 	Vice President
	Lane Bryant #6238, Inc.	 	6238	 	Vice President
	Lane Bryant #6243, Inc.	 	6243	 	Vice President
	Lane Bryant #6245, Inc.	 	6245	 	Vice President
	Lane Bryant #6248, Inc.	 	6248	 	Vice President
	Lane Bryant #6249, LLC	 	6249	 	Vice President
	Lane Bryant #6251, Inc.	 	6251	 	Vice President
	Lane Bryant #6257 of Staten Island, LLC	 	6257	 	Vice President
	Lane Bryant #6260, Inc.	 	6260	 	Vice President
	Lane Bryant 6261, Inc.	 	6261	 	Vice President
	Lane Bryant #6264, LLC	 	6264	 	Vice President
	Lane Bryant #6271, Inc.	 	6271	 	Vice President
	Lane Bryant #6278, LLC	 	6278	 	Vice President
	Lane Bryant #6280 of Levittown, LLC	 	6280	 	Vice President
	Lane Bryant #6282, LLC	 	6282	 	Vice President
	Lane Bryant #6290, LLC	 	6290	 	Vice President
	Lane Bryant #6291, LLC	 	6291	 	Vice President
	Lane Bryant #6294, LLC	 	6294	 	Vice President
	Lane Bryant #6295, Inc.	 	6295	 	Vice President
	Lane Bryant #6298, LLC	 	6298	 	Vice President
	Lane Bryant #6301, LLC	 	6301	 	Vice President
	Lane Bryant #6302, LLC	 	6302	 	Vice President
	Lane Bryant/Cacique #6304 of Albany, LLC	 	6304	 	Vice President
	Lane Bryant #6315 of Bayshore, Inc.	 	6315	 	Vice President
	Lane Bryant 6319, Inc.	 	6319	 	Vice President
	Lane Bryant #6321, LLC	 	6321	 	Vice President
	Lane Bryant 6324, Inc.	 	6324	 	Vice President
	Lane Bryant 6328, Inc.	 	6328	 	Vice President
	Lane Bryant 6330, Inc.	 	6330	 	Vice President
	Lane Bryant #6336, LLC	 	6336	 	Vice President
	Lane Bryant #6341, LLC	 	6341	 	Vice President
	Lane Bryant #6342, Inc.	 	6342	 	Vice President
	Lane Bryant #6345, LLC	 	6345	 	Vice President
	Lane Bryant #6350, LLC	 	6350	 	Vice President
	Lane Bryant #6353, LLC	 	6353	 	Vice President
	Lane Bryant/Cacique #6354, LLC	 	6354	 	Vice President
	Lane Bryant #6365, LLC	 	6365	 	Vice President
	Lane Bryant #6366, Inc.	 	6366	 	Vice President
	Lane Bryant #6369, Inc.	 	6369	 	Vice President
	Lane Bryant #6371, Inc.	 	6371	 	Vice President
	Lane Bryant #6372, Inc.	 	6372	 	Vice President
	Lane Bryant #6373 of Shirley, Inc.	 	6373	 	Vice President
	Lane Bryant #6374, Inc.	 	6374	 	Vice President
	Lane Bryant/Cacique #6375, LLC	 	6375	 	Vice President
	Lane Bryant #6385, Inc.	 	6385	 	Vice President
	Lane Bryant/Cacique #6387, LLC	 	6387	 	Vice President
	Lane Bryant #6388, LLC	 	6388	 	Vice President
	Lane Bryant #6390, LLC	 	6390	 	Vice President
	Lane Bryant 6391, Inc.	 	6391	 	Vice President
	Lane Bryant #6392, LLC	 	6392	 	Vice President
	Lane Bryant 6394, Inc.	 	6394	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant 6398, Inc.	 	6398	 	Vice President
	Lane Bryant #6399, LLC	 	6399	 	Vice President
	Lane Bryant #6401, Inc.	 	6401	 	Vice President
	Lane Bryant #6404, Inc.	 	6404	 	Vice President
	Lane Bryant 6405, LLC	 	6405	 	Vice President
	Lane Bryant #6406, Inc.	 	6406	 	Vice President
	Lane Bryant #6409, Inc.	 	6409	 	Vice President
	Lane Bryant #6417, LLC	 	6417	 	Vice President
	Lane Bryant #6419, LLC	 	6419	 	Vice President
	Lane Bryant #6420, Inc.	 	6420	 	Vice President
	Lane Bryant #6421, Inc.	 	6421	 	Vice President
	Lane Bryant #6432, Inc.	 	6432	 	Vice President
	Lane Bryant #6433, Inc.	 	6433	 	Vice President
	Lane Bryant #6435, LLC	 	6435	 	Vice President
	Lane Bryant #6442, LLC	 	6442	 	Vice President
	Lane Bryant #6446, LLC	 	6446	 	Vice President
	Lane Bryant #6456, Inc.	 	6456	 	Vice President
	Lane Bryant #6457 of Buffalo, Inc.	 	6457	 	Vice President
	Lane Bryant #6461, Inc.	 	6461	 	Vice President
	Lane Bryant #6464, Inc.	 	6464	 	Vice President
	Lane Bryant #6466, Inc.	 	6466	 	Vice President
	Lane Bryant #6470, LLC	 	6470	 	Vice President
	Lane Bryant #6474, LLC	 	6474	 	Vice President
	Lane Bryant #6478, Inc.	 	6478	 	Vice President
	Lane Bryant #6481, LLC	 	6481	 	Vice President
	Lane Bryant #6484, LLC	 	6484	 	Vice President
	Lane Bryant #6485, LLC	 	6485	 	Vice President
	Lane Bryant #6490, LLC	 	6490	 	Vice President
	Lane Bryant #6491, LLC	 	6491	 	Vice President
	Lane Bryant #6494, LLC	 	6494	 	Vice President
	Lane Bryant 6496, LLC	 	6496	 	Vice President
	Lane Bryant #6499, LLC	 	6499	 	Vice President
	Lane Bryant/Cacique #6518, LLC	 	6518	 	Vice President
	Lane Bryant #6521, LLC	 	6521	 	Vice President
	Lane Bryant #6522, LLC	 	6522	 	Vice President
	Lane Bryant 6525, LLC	 	6525	 	Vice President
	Lane Bryant 6529, Inc.	 	6529	 	Vice President
	Lane Bryant #6537, LLC	 	6537	 	Vice President
	Lane Bryant #6540, Inc.	 	6540	 	Vice President
	Lane Bryant #6541, LLC	 	6541	 	Vice President
	Lane Bryant #6542, Inc.	 	6542	 	Vice President
	Lane Bryant 6543, Inc.	 	6543	 	Vice President
	Lane Bryant 6547, Inc.	 	6547	 	Vice President
	Lane Bryant #6557, LLC	 	6557	 	Vice President
	Lane Bryant #6563 of New Hartford, LLC	 	6563	 	Vice President
	Lane Bryant #6565, LLC	 	6565	 	Vice President
	Lane Bryant #6566, LLC	 	6566	 	Vice President
	Lane Bryant #6570, LLC	 	6570	 	Vice President
	Lane Bryant 6575, Inc.	 	6575	 	Vice President
	Lane Bryant #6577, LLC	 	6577	 	Vice President
	Lane Bryant/Cacique #6579, LLC	 	6579	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant #6581, LLC	 	6581	 	Vice President
	Lane Bryant #6582, LLC	 	6582	 	Vice President
	Lane Bryant #6586, LLC	 	6586	 	Vice President
	Lane Bryant #6587, LLC	 	6587	 	Vice President
	Lane Bryant #6588, LLC	 	6588	 	Vice President
	Lane Bryant #6603, LLC	 	6603	 	Vice President
	Lane Bryant #6606, LLC	 	6606	 	Vice President
	Lane Bryant #6615, LLC	 	6615	 	Vice President
	Lane Bryant #6617, LLC	 	6617	 	Vice President
	Lane Bryant 6618, LLC	 	6618	 	Vice President
	Lane Bryant #6623, Inc.	 	6623	 	Vice President
	Lane Bryant 6625, Inc.	 	6625	 	Vice President
	Lane Bryant #6637, LLC	 	6637	 	Vice President
	Lane Bryant #6644, LLC	 	6644	 	Vice President
	Lane Bryant #6651, LLC	 	6651	 	Vice President
	Lane Bryant #6652, LLC	 	6652	 	Vice President
	Lane Bryant #6654, LLC	 	6654	 	Vice President
	Lane Bryant #6655, LLC	 	6655	 	Vice President
	Lane Bryant #6657, LLC	 	6657	 	Vice President
	Lane Bryant #6658, LLC	 	6658	 	Vice President
	Lane Bryant #6659, LLC	 	6659	 	Vice President
	Lane Bryant 6662, Inc.	 	6662	 	Vice President
	Lane Bryant #6666 of Poughkeepsie, LLC	 	6666	 	Vice President
	Lane Bryant #6668, LLC	 	6668	 	Vice President
	Lane Bryant #6671, LLC	 	6671	 	Vice President
	Lane Bryant #6674, LLC	 	6674	 	Vice President
	Lane Bryant #6679, LLC	 	6679	 	Vice President
	Lane Bryant #6680, LLC	 	6680	 	Vice President
	Lane Bryant #6682, LLC	 	6682	 	Vice President
	Lane Bryant 6684, LLC	 	6684	 	Vice President
	Lane Bryant #6685, LLC	 	6685	 	Vice President
	Lane Bryant #6686, LLC	 	6686	 	Vice President
	Lane Bryant 6688, Inc.	 	6688	 	Vice President
	Lane Bryant #6690, LLC	 	6690	 	Vice President
	Lane Bryant #6692, LLC	 	6692	 	Vice President
	Lane Bryant #6696, LLC	 	6696	 	Vice President
	Lane Bryant #6703, LLC	 	6703	 	Vice President
	Lane Bryant #6704, LLC	 	6704	 	Vice President
	Lane Bryant #6708, LLC	 	6708	 	Vice President
	Lane Bryant #6709, LLC	 	6709	 	Vice President
	Lane Bryant #6710, LLC	 	6710	 	Vice President
	Lane Bryant #6711, LLC	 	6711	 	Vice President
	Lane Bryant #6721, LLC	 	6721	 	Vice President
	Lane Bryant 6722, Inc.	 	6722	 	Vice President
	Lane Bryant #6740, LLC	 	6740	 	Vice President
	Lane Bryant #6741, LLC	 	6741	 	Vice President
	Lane Bryant #6743, LLC	 	6743	 	Vice President
	Lane Bryant #6745, LLC	 	6745	 	Vice President
	Lane Bryant #6750 of East Northport, LLC	 	6750	 	Vice President
	Lane Bryant #6756, LLC	 	6756	 	Vice President
	Lane Bryant #6759, LLC	 	6759	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant #6760, LLC	 	6760	 	Vice President
	Lane Bryant #6763, LLC	 	6763	 	Vice President
	Lane Bryant #6765, LLC	 	6765	 	Vice President
	Lane Bryant #6766, LLC	 	6766	 	Vice President
	Lane Bryant #6772, LLC	 	6772	 	Vice President
	Lane Bryant #6773, LLC	 	6773	 	Vice President
	Lane Bryant #6778, LLC	 	6778	 	Vice President
	Lane Bryant #6782, LLC	 	6782	 	Vice President
	Lane Bryant 6785, Inc.	 	6785	 	Vice President
	Lane Bryant #6786, LLC	 	6786	 	Vice President
	Lane Bryant #6788, LLC	 	6788	 	Vice President
	Lane Bryant 6789, Inc.	 	6789	 	Vice President
	Lane Bryant #6792 of Brooklyn, LLC	 	6792	 	Vice President
	Lane Bryant #6794, Inc.	 	6794	 	Vice President
	Lane Bryant #6804, LLC	 	6804	 	Vice President
	Lane Bryant #6808, LLC	 	6808	 	Vice President
	Lane Bryant #6809, LLC	 	6809	 	Vice President
	Lane Bryant #6812, LLC	 	6812	 	Vice President
	Lane Bryant #6817 of Buffalo, LLC	 	6817	 	Vice President
	Lane Bryant #6823, LLC	 	6823	 	Vice President
	Lane Bryant #6828 of Middletown, LLC	 	6828	 	Vice President
	Lane Bryant #6832, LLC	 	6832	 	Vice President
	Lane Bryant #6833, LLC	 	6833	 	Vice President
	Lane Bryant #6853, LLC	 	6853	 	Vice President
	Lane Bryant #6854, LLC	 	6854	 	Vice President
	Lane Bryant #6856, LLC	 	6856	 	Vice President
	Lane Bryant #6859, Inc.	 	6859	 	Vice President
	Lane Bryant 6861, Inc.	 	6861	 	Vice President
	Lane Bryant #6864, LLC	 	6864	 	Vice President
	Lane Bryant #6875, LLC	 	6875	 	Vice President
	Lane Bryant 6878, LLC	 	6878	 	Vice President
	Lane Bryant #6879, LLC	 	6879	 	Vice President
	Lane Bryant #6882, LLC	 	6882	 	Vice President
	Lane Bryant #6883, LLC	 	6883	 	Vice President
	Lane Bryant #6891, LLC	 	6891	 	Vice President
	Lane Bryant 6894, Inc.	 	6894	 	Vice President
	Lane Bryant #6895, LLC	 	6895	 	Vice President
	Lane Bryant #6899, LLC	 	6899	 	Vice President
	Lane Bryant #6901, LLC	 	6901	 	Vice President
	Lane Bryant #6907, Inc.	 	6907	 	Vice President
	Lane Bryant #6910 of Bayside, LLC	 	6910	 	Vice President
	Lane Bryant #6915, LLC	 	6915	 	Vice President
	Lane Bryant #6916, LLC	 	6916	 	Vice President
	Lane Bryant #6917, LLC	 	6917	 	Vice President
	Lane Bryant 6918, Inc.	 	6918	 	Vice President
	Lane Bryant 6919, Inc.	 	6919	 	Vice President
	Lane Bryant #6931, LLC	 	6931	 	Vice President
	Lane Bryant #6933, LLC	 	6933	 	Vice President
	Lane Bryant #6936, LLC	 	6936	 	Vice President
	Lane Bryant #6939, LLC	 	6939	 	Vice President
	Lane Bryant #6943, LLC	 	6943	 	Vice President


 




    	 



    	 



    

 


	Lane Bryant #6945 of Henrietta, LLC	 	6945	 	Vice President
	Lane Bryant/Cacique #6948, LLC	 	6948	 	Vice President
	Lane Bryant #6955, LLC	 	6955	 	Vice President
	Lane Bryant #6957, LLC	 	6957	 	Vice President
	Lane Bryant #6962 of Valley Stream, LLC	 	6962	 	Vice President
	Lane Bryant/Cacique #6963 of West Nyack, LLC	 	6963	 	Vice President
	Lane Bryant 6966, Inc.	 	6966	 	Vice President
	Lane Bryant #6968, LLC	 	6968	 	Vice President
	Lane Bryant #6974, LLC	 	6974	 	Vice President
	Lane Bryant #6979, LLC	 	6979	 	Vice President


 




    	 



    	 



    

 


SCHEDULE 3


 


Colin D. Stern on behalf of each entity in the capacity shown:


 


	NAME	 	SIGNING CAPACITY
	 	 	 
	CATHERINES C.S.A.C., INC.	 	Vice President
	CHARMING SHOPPES INTERACTIVE, INC.	 	Vice President
	C.S.A.C. LLC	 	Vice President
	C.S.F. CORP.	 	Vice President
	CSGC, INC.	 	Vice President
	FBGC, INC.	 	Vice President
	Catherines of California, Inc.	 	Vice President
	CS Holdco LLC	 	Vice President
	Sierra Nevada Factoring, Inc.	 	Vice President
	Outlet Division Management Co., Inc.	 	Vice President


 




    	 



    	 



    

 


EXHIBIT A


 


RESTATED CREDIT AGREEMENT