AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 14, 2012 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of November 25, 2009, as heretofore amended and restated as of January 3, 2011 (the “Existing Credit Agreement”),...

Exhibit 10.1

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 14, 2012 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of November 25, 2009, as heretofore amended and restated as of January 3, 2011 (the “Existing Credit Agreement”), among ASCENA RETAIL GROUP, INC., a Delaware corporation (the “Company”), the other LOAN PARTIES hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and the Swingline Lender.

The Company has requested certain amendments to the Existing Credit Agreement, and the Lenders party hereto (which constitute all the Lenders party to the Existing Credit Agreement), the Issuing Banks party hereto (which constitute all the Issuing Banks party to the Existing Credit Agreement), the Swingline Lender and the Administrative Agent are willing to agree to such amendments 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. Defined Terms. (a) As used in this Agreement, the following terms have the meanings specified below:

“Acquired Company Acquisition Agreement Representations” means the representations and warranties made by the Acquired Company in the Acquisition Agreement, but only to the extent that the Company or Merger Sub have the right under the Acquisition Agreement not to consummate the Tender Offer or the Merger as a result of such representations and warranties in the Acquisition Agreement being inaccurate.

“Commitment Letter” means the Amended and Restated Commitment Letter dated May 11, 2012, among JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities LLC, Bank of America, N.A, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the Company.

“Specified Representations” means the representations and warranties set forth in Section 3.01, 3.02(a), 3.03(b), 3.03(c), 3.08, 3.14, 3.15 and 3.16 of the Restated Credit Agreement.

(b) 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 2. Amendment and Restatement of the Existing Credit Agreement. Effective as of the Second Restatement Effective Date (as defined below), (a) the Existing Credit Agreement is hereby amended and restated to be in the form attached as Exhibit A (the Existing Credit Agreement, as so amended and restated, being

referred to as the “Restated Credit Agreement”) and (b) the Schedules and Exhibits to the Existing Credit Agreement are hereby replaced with the Schedules and Exhibits attached to the Restated Credit Agreement.

SECTION 3. Representations and Warranties. The Loan Parties represent and warrant to each other party hereto that:

(a) 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;

(b) the representations and warranties of each Loan Party set forth in the Restated Credit Agreement and the other Loan Documents are true and correct on and as of the Second Restatement Effective Date; and

SECTION 4. Effectiveness. The amendment and restatement of the Existing Credit Agreement and the Schedules and Exhibits thereto as set forth in Section 2 hereof shall become effective on the first date (the “Second Restatement Effective Date”) on which the following conditions shall have been satisfied:

(a) The Administrative Agent shall have executed a counterpart hereto and shall have received from the Company and each Designated Subsidiary (including, subject to the final paragraph of this Section, the Acquired Company and such of its subsidiaries as constitute Designated Subsidiaries), each Lender, 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 transmission) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have executed a counterpart to the Restated Security Agreement and shall have received from the Company and each Designated Subsidiary (including, subject to the final paragraph of this Section, the Acquired Company and such of its subsidiaries as constitute Designated Subsidiaries), either (i) a counterpart of the Restated Security Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of the Restated Security Agreement.

(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Second Restatement Effective Date) of (i) Proskauer Rose LLP, New York counsel for the Loan Parties, (ii) Drinker Xxxxxx & Xxxxx LLP, counsel for the Acquired Company and California and Pennsylvania counsel to certain of the Loan Parties, (iii)

Xxx Xxxxxx LLP, Connecticut counsel to certain of the Loan Parties, (iv) Xxxxx Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, Tennessee counsel to certain of the Loan Parties, (v) Xxxxxxxx & Xxxxxxx, LLP, Indiana counsel to certain of the Loan Parties, (vi) Xxxxxxx & Savage PC, Virginia counsel to certain of the Loan Parties, (vii) Xxxxxxxx Xxxx LLP, Ohio counsel to certain of the Loan Parties and (viii) Xxxxxxxxx Traurig LLP, Nevada counsel to certain of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, 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.

(e) The Administrative Agent shall have received a certificate, dated the Second Restatement Effective Date and signed by the chief financial officer of the Company, certifying satisfaction of the conditions set forth in paragraph (i), the first sentence of paragraph (j), the first sentence of paragraph (l) and paragraph (n).

(f) The Administrative Agent shall have received a certificate, dated the Second 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.

(g) The Administrative Agent shall have received, with respect to the Acquisition, a certificate of a Financial Officer of the Company required to be delivered pursuant to Section 6.04(h) of the Restated Credit Agreement.

(h) The Administrative Agent shall have received a completed Borrowing Base Certificate, which shall be dated the Second Restatement Effective Date and signed by a Financial Officer of the Company and shall set forth information required therein as of April 28, 2012, on a pro forma basis after giving effect to the Acquisition, together with supporting information and any additional reports with respect to the Borrowing Base that the Administrative Agent may reasonably request.

(i) The representations and warranties set forth in Section 3 hereof shall be true and correct in all material respects as of the Second Restatement Effective Date.

(j) 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 Perfection Certificate, in form reasonably satisfactory to the Administrative Agent, dated the Second Restatement Effective Date and signed by an executive officer or a Financial Officer of each of the Company and the Acquired Company, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the

Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 of the Restated Credit Agreement or have been, or substantially contemporaneously with the occurrence of the Second Restatement Effective Date will be, released.

(k) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 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 5.07 of the Restated Credit Agreement and Section 4.10 of the Restated Security Agreement.

(l) The Acquisition shall have been consummated, or substantially concurrently with the Second Restatement Effective Date shall be consummated, pursuant to and on the terms set forth in the Acquisition Agreement (and the Acquired Company shall have become, or substantially concurrently with the Second Restatement Effective Date shall become, a wholly owned Subsidiary of the Company), and all conditions precedent to the consummation of the Offer (as defined in the Acquisition Agreement as in effect on the original date thereof) and the Merger (as defined in the Acquisition Agreement as in effect on the original date thereof) shall have been satisfied, in each case without giving effect to any amendments, waivers or consents that are adverse in any material respect to the Loan Parties that have not been approved by the Arrangers. The Administrative Agent shall have received a copy of the Acquisition Agreement, certified by a Financial Officer or other executive officer of the Company as being complete and correct and as enclosing all closing certificates, opinions and other closing documents delivered in satisfaction of the closing conditions set forth in the Acquisition Agreement.

(m) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Acquired Company Credit Agreement shall have been paid in full, or substantially concurrently with the Second Restatement Effective Date shall be paid in full, the commitments and letters of credit outstanding thereunder shall have been terminated, or substantially concurrently with the Second Restatement Effective Date shall be terminated or backstopped by Letters of Credit, and all Guarantees and Liens existing in connection therewith shall have been discharged and released, or substantially concurrently with the Second Restatement Effective Date shall be released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.

(n) After giving effect to the Acquisition and the other Transactions, Availability shall be not less than $50,000,000.

(o) The Lenders shall have received projections for the Company and the Subsidiaries through end of the sixth fiscal year of the Company after the Second Restatement Effective Date.

(p) The Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04.

(q) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable to the Administrative Agent and the Arrangers on or prior to the Second Restatement Effective Date, 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, as applicable.

(r) The Administrative Agent 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, at least five Business Days prior to the Second Restatement Effective Date.

Notwithstanding anything to the contrary in clause (i) above, the only representations and warranties relating to the Acquired Company and its subsidiaries the making of which shall be a condition to the effectiveness of the amendment and restatement of the Existing Credit Agreement and the Schedules and Exhibits thereto as provided herein shall be the Acquired Company Acquisition Agreement Representations and the Specified Representations. 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 Second Restatement Effective Date, and shall not be a condition to the effectiveness of the amendment and restatement of the Existing Credit Agreement and the Schedules and Exhibits thereto as provided herein, but shall be required to be accomplished in accordance with the Post-Closing Letter Agreement.

SECTION 5. Reaffirmation. Each of the Loan Parties party to the Existing Credit Agreement hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each such 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, as applicable, and (c) agrees that, notwithstanding the effectiveness of this Agreement or 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 such 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 or any Collateral Document to which it is a party.

SECTION 6. New Loan Parties and Loan Guarantors. (a) The Acquired Company and each of its subsidiaries that is a Designated Subsidiary (each of the Acquired Company and each such subsidiary, a “New Subsidiary”) shall, by its execution of this Agreement, be deemed to be a Loan Party under the Restated Credit Agreement and a Loan Guarantor for all purposes of the Restated Credit Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder, in each case as if had executed and delivered the Existing Credit Agreement or the Restated Credit Agreement. Each New Subsidiary hereby agrees to be bound by all of the terms, provisions and conditions contained in the Restated Credit Agreement, including all the guaranty obligations set forth in Article X of the Restated Credit Agreement.

(b) Without limiting the generality of Section 6(a), each New Subsidiary hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent, the Lenders, the Issuing Banks and the other Lender Parties, as provided in Article X of the Restated Credit Agreement (and subject to the limitations set forth in Section 10.10 of the Restated Credit Agreement), the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, by acceleration or otherwise), each New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Each New Subsidiary hereby waives acceptance by the Administrative Agent and the Lender Parties of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

SECTION 7. 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 Second Restatement Effective Date will accrue at the rates specified in the Existing Credit Agreement prior to it being amended and restated to be in the form of the Restated Credit Agreement and shall be payable at the next interest or fee payment date provided in 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 Second 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 Second Restatement Effective Date, each reference in the Restated Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Security Agreement, shall refer to the Restated Security Agreement (as defined in the Existing Credit Agreement) as amended and restated in the form of the Restated Security Agreement, and the term “Restated Security Agreement”, as used in any Loan Document, shall mean the Restated Security Agreement.

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

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

SECTION 8. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

SECTION 9. 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 10. 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 11. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

[Signature pages follow.]

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


ASCENA RETAIL GROUP, INC.,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Chief Financial Officer

THE DRESS BARN, INC.,

by	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Senior Vice President

TWEEN BRANDS, INC.,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Senior Vice President

MAURICES INCORPORATED,

by	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Senior Vice President

D.B.R., INC.,

by	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Senior Vice President

DBX, INC.,

by	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Senior Vice President


DRESS BARN CREDIT MANAGEMENT, LLC,

by	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Secretary

MAURICES CREDIT MANAGEMENT, INC.,

by	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Secretary

TWEEN BRANDS AGENCY, INC.,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Senior Vice President

TWEEN BRANDS PURCHASING, INC.,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Senior Vice President

TWEEN BRANDS SERVICE CO.,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Senior Vice President

TWEEN BRANDS INVESTMENT, LLC,

by	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Secretary

TOO GC, LLC,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	President


TWEEN BRANDS DIRECT, LLC,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Senior Vice President

TWEEN BRANDS DIRECT SERVICES, INC.,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Senior Vice President

TWEEN BRANDS STORE PLANNING, INC.,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Executive Vice President

WORLDWIDE RETAIL HOLDINGS, INC.,

by	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Executive Vice President

933 INSPIRATION LLC,

by	The Dress Barn, Inc.
its	Managing Member

by	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Senior Vice President



CHARMING SHOPPES, INC.

by		/s/ Xxxx X. Xxxxxxx


Name:		Xxxx X. Xxxxxxx
Title:		Executive Vice President

CHARMING SHOPPES OF DELAWARE, INC.



by		/s/ Xxxxx X. Xxxxx


Name:		Xxxxx X. Xxxxx
Title:		Vice President


CSI INDUSTRIES, INC.

by		/s/ Xxxx X. Xxxxxxx


Name:		Xxxx X. Xxxxxxx
Title:		President



FB APPAREL, INC.

by		/s/ Xxxx X. Xxxxxxx


Name:		Xxxx X. Xxxxxxx
Title:		President

LANE XXXXXX, INC.



by		/s/ Xxxxx X. Xxxxx


Name:		Xxxxx X. Xxxxx
Title:		Vice President

LANE XXXXXX PURCHASING CORP.



by		/s/ Xxxx X. Xxxxxxx


Name:		Xxxx X. Xxxxxxx
Title:		Vice President

CATHERINES STORES CORPORATION



by		/s/ Xxxx X. Xxxxxxx


Name:		Xxxx X. Xxxxxxx
Title:		Vice President



CATHERINES, INC.

by		/s/ Xxxxx X. Xxxxx


Name:		Xxxxx X. Xxxxx
Title:		Vice President



CATHERINES PARTNERS-INDIANA, LLP

by	Catherines Stores of Indiana, Inc.
its	Managing Partner

by	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Vice President


CATHERINES PARTNERS-WASHINGTON, G.P.

by	Catherines, Inc.
its	Managing Partner

by	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

FOR EACH ENTITY LISTED ON SCHEDULE 2 HERETO



by		/s/ Xxxx X. Xxxxxxx


Name:	Xxxx X. Xxxxxxx
Title:	Authorized Officer in the capacity shown on Schedule 2 hereto

FASHION BUG #2421, LLC

by	CSGC, Inc.
its	Sole Member

by	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

CATHERINES #5163, LLC

by	CSGC, Inc.
its	Sole Member

by	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

LANE XXXXXX #6898, LLC

by	CSGC, Inc.
its	Sole Member

by	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President


FOR EACH ENTITY LISTED ON SCHEDULE 3 HERETO

by		/s/ Xxxxx X. Xxxxx


Name: Xxxxx X. Xxxxx
Title: Authorized Officer in the capacity shown on Schedule 3 hereto


OUTLET DIVISION STORE CO., INC.

by	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President


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

by	/s/ Xxxxx XxXxxxx
	Name:	Xxxxx XxXxxxx
	Title:	Authorized Officer


BANK OF AMERICA, N.A., individually and as an Issuing Bank,

by	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Vice President


U.S. BANK NATIONAL ASSOCIATION,

by	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Assistant Vice President


PNC BANK, NATIONAL ASSOCIATION,

by	/s/ Xxx Xxxx
	Name:	Xxx Xxxx
	Title:	Vice President


FIFTH THIRD BANK,

by	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

SCHEDULE 2

Xxxx Xxxxxxx 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 Bug Retail Companies LLC	n/s	Vice 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 Xxxxxx of Pennsylvania, Inc.	n/s	Vice President
LB International Licensing, Inc.	n/s	President
LOS #8257, LLC	n/s	Vice 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
Fashion Bug of Audubon, Inc.	4	Vice President
Fashion Bug of Fairmont, Inc.	23	Vice President
Fashion Bug of Ledgewood, Inc.	50	Vice President
Fashion Bug of Lebanon, Inc.	54	Vice President
Fashion Bug of Pottsville, Inc.	55	Vice President
Fashion Bug of Lewisburg, Inc.	62	Vice President
Fashion Bug of Honesdale, Inc.	71	Vice President

SCHEDULE 2


Fashion Bug of New Philadelphia, Inc.	78	Vice President
Fashion Bug of North Point, Inc.	82	Vice President
Fashion Bug of West Mifflin, Inc.	87	Vice President
Fashion Bug of Elkton, Inc.	88	Vice President
Fashion Bug of Weirton, Inc.	91	Vice President
Fashion Bug of Chillicothe, Inc.	94	Vice President
Fashion Bug of Xxxxxxxx, Inc.	105	Vice President
Fashion Bug #108, Inc.	108	Vice President
Fashion Bug of Portsmouth, Inc.	121	Vice President
Fashion Bug of Mt. Xxxxxxx, Inc.	125	Vice President
Fashion Bug of Paintsville, Inc.	126	Vice President
Fashion Bug of Walnutport, Inc.	143	Vice President
Fashion Bug #144, Inc.	144	Vice President
Fashion Bug of Warrenton, Inc.	146	Vice President
Fashion Bug of Mount Pleasant, Inc.	147	Vice President
Fashion Bug of Belleville, Inc.	155	Vice President
Fashion Bug #157, Inc.	157	Vice President
Fashion Bug of Williamsport, Inc.	164	Vice President
Fashion Bug of Lansing, Inc.	165	Vice President
Fashion Bug of Monroeville, Inc.	170	Vice President
Fashion Bug of Tech Plaza, Inc.	173	Vice President
Fashion Bug of Waynesburg, Inc.	185	Vice President
Fashion Bug of Xxxxxxx, Inc.		Vice President
Fashion Bug of Danbury, Inc.	187	Vice President
Fashion Bug of Barberton, Inc.	197	Vice President
Fashion Bug of Fullerton, Inc.	203	Vice President
Fashion Bug of Devon, Inc.	205	Vice President
Fashion Bug of Reisterstown, Inc.	208	Vice President
Fashion Bug of Xxxxxxx Plaza, Inc.	213	Vice President
Fashion Bug of Aurora, Inc.	218	Vice President
Fashion Bug of Louisville, Inc.	220	Vice President
Fashion Bug of Xxxxxxxx Square, Inc.	232	Vice President
Fashion Bug of Tunkhannock, Inc.	234	Vice President
Fashion Bug of West Frankfort, Inc.	239	Vice President
Fashion Bug of Xxxxxxxxxx, Inc.	246	Vice President
Fashion Bug of Bond, Inc.	259	Vice President
Fashion Bug of Bridgeview, Inc.	269	Vice President
Fashion Bug of Woodbridge, Inc.	328	Vice President
Fashion Bug of Kent, Inc.	333	Vice President
Fashion Bug of Lakemore Plaza, Inc.	364	Vice President
Fashion Bug of Xxxx Burnie, Inc.	365	Vice President
Fashion Bug of Xxxxxxx, Inc.	366	Vice President
Fashion Bug of East Park, Inc.	369	Vice President
Fashion Bug of Cambridge, Inc.	370	Vice President
F.B. Women’s Apparel of Xxxxxx, Inc.	374	Vice President
Fashion Bug of Salem, Inc.	379	Vice President
F.B. Women’s Apparel of Xxxxx, Inc.	381	Vice President
Fashion Bug of Ravenswood, Inc.	382	Vice President
F.B. Women’s Apparel of Panorama Plaza, Inc.	389	Vice President
Fashion Bug of 640 Plaza, Inc.	409	Vice President
Fashion Bug of Manahawkin, Inc.	410	Vice President

SCHEDULE 2


Fashion Bug #418, Inc.	418	Vice President
Fashion Bug of Amherst, Inc.	419	Vice President
Fashion Bug of St. Clair Shores, Inc.	420	Vice President
Fashion Bug of New Holland, Inc.	422	Vice President
Fashion Bug of Cleveland, Inc.	423	Vice President
Fashion Bug of Stratford, Inc.	427	Vice President
Fashion Bug of Xxxxxxx, Inc.	431	Vice President
Fashion Bug of Williamstown, Inc.	432	Vice President
Fashion Bug of Xxxxxxxx, Inc.	444	Vice President
Fashion Bug #455, Inc.	455	Vice President
Fashion Bug of Freehold, Inc.	464	Vice President
Fashion Bug #471, Inc.	471	Vice President
Fashion Bug of Raynham, Inc.	472	Vice President
Fashion Bug of Highland Ridge, Inc.	475	Vice President
Fashion Bug of Palm Harbor, Inc.	482	Vice President
Fashion Bug of Kedzie, Inc.	497	Vice President
Fashion Bug of Joliet, Inc.	498	Vice President
Fashion Bug of Marquette, Inc.	500	Vice President
Fashion Bug #508, Inc.	508	Vice President
Fashion Bug of Lewiston, Inc.	509	Vice President
Fashion Bug of Xxxxxx Plaza, Inc.	510	Vice President
Fashion Bug #520, Inc.	520	Vice President
Fashion Bug of Wilmington, Inc.	521	Vice President
Fashion Bug of Virginia Beach, Inc.	522	Vice President
Fashion Bug of Lorain, Inc.	523	Vice President
Fashion Bug of Gibbstown, Inc.	525	Vice President
Fashion Bug of Bristol, Inc.	531	Vice President
Fashion Bug of Patchogue, Inc.	532	Vice President
Fashion Bug of Xxxxxx Point, Inc.	536	Vice President
Fashion Bug of University Plaza, Inc.	539	Vice President
Fashion Bug of Bristol, CT, Inc.	546	Vice President
Fashion Bug of N. Roanoke, Inc.	550	Vice President
Fashion Bug of Charlottesville, Inc.	553	Vice President
Fashion Bug #564, Inc.	564	Vice President
Fashion Bug #574 of Syracuse, Inc.	574	Vice President
Fashion Bug #575, Inc.	575	Vice President
Fashion Bug #576, Inc.	576	Vice President
Fashion Bug #580, Inc.	580	Vice President
Fashion Bug #586, Inc.	586	Vice President
Fashion Bug #593 of Selden, Inc.	593	Vice President
Fashion Bug #594, Inc.	594	Vice President
Fashion Bug #612, Inc.	612	Vice President
Fashion Bug #617, Inc.	617	Vice President
Fashion Bug #622, Inc.	622	Vice President
Fashion Bug #627, Inc.	627	Vice President
Fashion Bug #642, Inc.	642	Vice President
Fashion Bug #643, Inc.	643	Vice President
Fashion Bug #645, Inc.	645	Vice President
Fashion Bug #653, Inc.	653	Vice President
Fashion Bug #661, Inc.	661	Vice President
Fashion Bug #662, Inc.	662	Vice President

SCHEDULE 2


Fashion Bug #663, Inc.	663	Vice President
Fashion Bug #664, Inc.	664	Vice President
Fashion Bug #667, Inc.	667	Vice President
Fashion Bug #670, Inc.	670	Vice President
Fashion Bug #673, Inc.	673	Vice President
Fashion Bug #674, Inc.	674	Vice President
Fashion Bug #676 of Ozone Park, Inc.	676	Vice President
Fashion Bug #679 of Watertown, Inc.	679	Vice President
Fashion Bug #687, Inc.	687	Vice President
Fashion Bug #689, Inc.	689	Vice President
Fashion Bug #693, Inc.	693	Vice President
Fashion Bug #694, Inc.	694	Vice President
Fashion Bug #697, Inc.	697	Vice President
Fashion Bug #719, Inc.	719	Vice President
Fashion Bug #720 of Oswego, Inc.	720	Vice President
Fashion Bug #724, Inc.	724	Vice President
Fashion Bug #732, Inc.	732	Vice President
Fashion Bug #733, Inc.	733	Vice President
Fashion Bug #748, Inc.	748	Vice President
Fashion Bug #757 of Brockport, Inc.	757	Vice President
Fashion Bug #758, Inc.	758	Vice President
Fashion Bug #759, Inc.	759	Vice President
Fashion Bug #760 of Pine Plaza, Inc.	760	Vice President
Fashion Bug #762, Inc.	762	Vice President
Fashion Bug #766, Inc.	766	Vice President
Fashion Bug #769, Inc.	769	Vice President
Fashion Bug #775, Inc.	775	Vice President
Fashion Bug #799, Inc.	799	Vice President
Fashion Bug Plus #807, LLC	807	Vice President
F.B. Plus Women’s Apparel of Kingston, Inc.	867	Vice President
Fashion Bug Plus #932, Inc.	932	Vice President
Fashion Bug Plus of Mount Greenwood, Inc.	939	Vice President
Fashion Bug #2004, Inc.	2004	Vice President
Fashion Bug #2006, Inc.	2006	Vice President
Fashion Bug #2011, Inc.	2011	Vice President
Fashion Bug #2015, Inc.	2015	Vice President
Fashion Bug #2023 Inc.	2023	Vice President
Fashion Bug #2027, Inc.	2027	Vice President
Fashion Bug #2029, Inc.	2029	Vice President
Fashion Bug #2030, Inc.	2030	Vice President
Fashion Bug #2034, Inc.	2034	Vice President
Fashion Bug #2036, Inc.	2036	Vice President
Fashion Bug #2043, Inc.	2043	Vice President
Fashion Bug #2045 of East Greenbush, Inc.	2045	Vice President
Fashion Bug #2047, Inc.	2047	Vice President
Fashion Bug #2049, Inc.	2049	Vice President
Fashion Bug #2050 of Massena, Inc.	2050	Vice President
Fashion Bug #2051, Inc.	2051	Vice President
Fashion Bug #2053, Inc.	2053	Vice President
Fashion Bug #2063, Inc.	2063	Vice President
Fashion Bug #2070 of Brooklyn, Inc.	2070	Vice President

SCHEDULE 2


Fashion Bug #2074, Inc.	2074	Vice President
Fashion Bug #2077, Inc.	2077	Vice President
Fashion Bug #2079, Inc.	2079	Vice President
Fashion Bug #2080, Inc.	2080	Vice President
Fashion Bug #2081 of Ogdensburg, Inc.	2081	Vice President
Fashion Bug #2084, Inc.	2084	Vice President
Fashion Bug #2086, Inc.	2086	Vice President
Fashion Bug #2093, Inc.	2093	Vice President
Fashion Bug #2100 of Batavia, Inc.	2100	Vice President
Fashion Bug #2102, Inc.	2102	Vice President
Fashion Bug #2103, Inc.	2103	Vice President
Fashion Bug #2119, Inc.	2119	Vice President
Fashion Bug #2120, Inc.	2120	Vice President
Fashion Bug #2123, Inc.	2123	Vice President
Fashion Bug #2124, Inc.	2124	Vice President
Fashion Bug #2125, Inc.	2125	Vice President
Fashion Bug #2126, Inc.	2126	Vice President
Fashion Bug #2129, Inc.	2129	Vice President
Fashion Bug #2133, Inc.	2133	Vice President
Fashion Bug #2134, Inc.	2134	Vice President
Fashion Bug #2139, Inc.	2139	Vice President
Fashion Bug #2148, Inc.	2148	Vice President
Fashion Bug #2150, Inc.	2150	Vice President
Fashion Bug #2151, Inc.	2151	Vice President
Fashion Bug #2154, Inc.	2154	Vice President
Fashion Bug #2157 of Oneida, Inc.	2157	Vice President
Fashion Bug #2158, Inc.	2158	Vice President
Fashion Bug #2169, Inc.	2169	Vice President
Fashion Bug #2170, Inc.	2170	Vice President
Fashion Bug #2173, Inc.	2173	Vice President
Fashion Bug #2174, Inc.	2174	Vice President
Fashion Bug #2175, Inc.	2175	Vice President
Fashion Bug #2183, Inc.	2183	Vice President
Fashion Bug #2186, Inc.	2186	Vice President
Fashion Bug #2187, Inc.	2187	Vice President
Fashion Bug #2189, Inc.	2189	Vice President
Fashion Bug #2192, Inc.	2192	Vice President
Fashion Bug #2194, Inc.	2194	Vice President
Fashion Bug #2196 of Newark, Inc.	2196	Vice President
Fashion Bug #2199, Inc.	2199	Vice President
Fashion Bug #2203, Inc.	2203	Vice President
Fashion Bug #2210 of Kingston, Inc.	2210	Vice President
Fashion Bug #2214, Inc.	2214	Vice President
Fashion Bug #2231, Inc.	2231	Vice President
Fashion Bug #2232, Inc.	2232	Vice President
Fashion Bug #2237, Inc.	2237	Vice President
Fashion Bug #2238, Inc.	2238	Vice President
Fashion Bug #2239, Inc.	2239	Vice President
Fashion Bug #2242, Inc.	2242	Vice President
Fashion Bug #2243, Inc.	2243	Vice President
Fashion Bug #2244 of Canandaigua, Inc.	2244	Vice President

SCHEDULE 2


Fashion Bug #2247, Inc.	2247	Vice President
Fashion Bug #2249, Inc.	2249	Vice President
Fashion Bug #2254, Inc.	2254	Vice President
Fashion Bug #2255, Inc.	2255	Vice President
Fashion Bug #2258, Inc.	2258	Vice President
Fashion Bug #2279, Inc.	2279	Vice President
Fashion Bug #2289 of Garden City, Inc.	2289	Vice President
Fashion Bug #2290, Inc.	2290	Vice President
Fashion Bug #2291, Inc.	2291	Vice President
Fashion Bug #2293, Inc.	2293	Vice President
Fashion Bug #2305, Inc.	2305	Vice President
Fashion Bug #2313, Inc.	2313	Vice President
Fashion Bug #2315, Inc.	2315	Vice President
Fashion Bug #2325, Inc.	2325	Vice President
Fashion Bug #2326, Inc.	2326	Vice President
Fashion Bug #2328, Inc.	2328	Vice President
Fashion Bug #2335, Inc.	2335	Vice President
Fashion Bug #2337, Inc.	2337	Vice President
Fashion Bug #2339, Inc.	2339	Vice President
Fashion Bug #2345, Inc.	2345	Vice President
Fashion Bug #2348, Inc.	2348	Vice President
Fashion Bug #2349, Inc.	2349	Vice President
Fashion Bug #2351, Inc.	2351	Vice President
Fashion Bug #2353, Inc.	2353	Vice President
Fashion Bug #2354, Inc.	2354	Vice President
Fashion Bug #2359, Inc.	2359	Vice President
Fashion Bug #2360, Inc.	2360	Vice President
Fashion Bug #2364 of North Tonawanda, Inc.	2364	Vice President
Fashion Bug #2370 of Xxxxxx, Inc.	2370	Vice President
Fashion Bug #2374, Inc.	2374	Vice President
Fashion Bug #2378, Inc.	2378	Vice President
Fashion Bug #2384 of Rochester, Inc.	2384	Vice President
Fashion Bug #2385, Inc.	2385	Vice President
Fashion Bug #2389, Inc.	2389	Vice President
Fashion Bug #2394, Inc.	2394	Vice President
Fashion Bug #2396 of Big Flats, Inc.	2396	Vice President
Fashion Bug #2399, Inc.	2399	Vice President
Fashion Bug #2409, Inc.	2409	Vice President
Fashion Bug #2411, Inc.	2411	Vice President
Fashion Bug #2415, Inc.	2415	Vice President
Fashion Bug #2416, Inc.	2416	Vice President
Fashion Bug #2420, Inc.	2420	Vice President
Fashion Bug #2426 of East Aurora, Inc.	2426	Vice President
Fashion Bug #2435, Inc.	2435	Vice President
Fashion Bug #2437, Inc.	2437	Vice President
Fashion Bug #2446, Inc.	2446	Vice President
Fashion Bug #2449, Inc.	2449	Vice President
Fashion Bug #2455 of Wilton, Inc.	2455	Vice President
Fashion Bug #2468 of Bath, Inc.	2468	Vice President
Fashion Bug #2470 of Binghamton, Inc.	2470	Vice President
Fashion Bug #2472, Inc.	2472	Vice President

SCHEDULE 2


Fashion Bug #2474, Inc.	2474	Vice President
Fashion Bug #2488, Inc.	2488	Vice President
Fashion Bug #2492, Inc.	2492	Vice President
Fashion Bug #2497, Inc.	2497	Vice President
Fashion Bug #2508, Inc.	2508	Vice President
Fashion Bug #2510, Inc.	2510	Vice President
Fashion Bug #2511, Inc.	2511	Vice President
Fashion Bug #2512, Inc.	2512	Vice President
Fashion Bug #2513, Inc.	2513	Vice President
Fashion Bug #2524, Inc.	2524	Vice President
Fashion Bug #2529, Inc.	2529	Vice President
Fashion Bug #2533, Inc.	2533	Vice President
Fashion Bug #2534, Inc.	2534	Vice President
Fashion Bug #2542, Inc.	2542	Vice President
Fashion Bug #2553, Inc.	2553	Vice President
Fashion Bug #2556, Inc.	2556	Vice President
Fashion Bug #2562, Inc.	2562	Vice President
Fashion Bug #2571, Inc.	2571	Vice President
Fashion Bug #2575, Inc.	2575	Vice President
Fashion Bug #2584 of Cortland, Inc.	2584	Vice President
Fashion Bug #2585, Inc.	2585	Vice President
Fashion Bug #2597 of Colonie, Inc.	2597	Vice President
Fashion Bug #2601, Inc.	2601	Vice President
Fashion Bug #2603, Inc.	2603	Vice President
Fashion Bug #2604 of Xxxxxx, Inc.	2604	Vice President
Fashion Bug #2605, Inc.	2605	Vice President
Fashion Bug #2608, Inc.	2608	Vice President
Fashion Bug #2610, Inc.	2610	Vice President
Fashion Bug #2617, Inc.	2617	Vice President
Fashion Bug #2627 of West Seneca, Inc.	2627	Vice President
Fashion Bug #2635 of Geneseo, Inc.	2635	Vice President
Fashion Bug #2636, Inc.	2636	Vice President
Fashion Bug #2649, Inc.	2649	Vice President
Fashion Bug #2663, Inc.	2663	Vice President
Fashion Bug #2665, Inc.	2665	Vice President
Fashion Bug #2671, Inc.	2671	Vice President
Fashion Bug #2679, Inc.	2679	Vice President
Fashion Bug #2685, Inc.	2685	Vice President
Fashion Bug #2688, Inc.	2688	Vice President
Fashion Bug #2689, Inc.	2689	Vice President
Fashion Bug #2695, Inc.	2695	Vice President
Fashion Bug #2697, Inc.	2697	Vice President
Fashion Bug #2700 of Port Jefferson, Inc.	2700	Vice President
Fashion Bug #2701, Inc.	2701	Vice President
Fashion Bug #2707, Inc.	2707	Vice President
Fashion Bug #2708, Inc.	2708	Vice President
Fashion Bug #2717, Inc.	2717	Vice President
Fashion Bug #2720, Inc.	2720	Vice President
Fashion Bug #2722, Inc.	2722	Vice President
Fashion Bug #2724, Inc.	2724	Vice President
Fashion Bug #2730, Inc.	2730	Vice President

SCHEDULE 2


Fashion Bug #2731, Inc.	2731	Vice President
Fashion Bug #2733, Inc.	2733	Vice President
Fashion Bug #2736, Inc.	2736	Vice President
Fashion Bug #2738, Inc.	2738	Vice President
Fashion Bug #2739 of Rotterdam, Inc.	2739	Vice President
Fashion Bug #2741, Inc.	2741	Vice President
Fashion Bug #2749, Inc.	2749	Vice President
Fashion Bug #2750, Inc.	2750	Vice President
Fashion Bug #2751, Inc.	2751	Vice President
Fashion Bug #2767, Inc.	2767	Vice President
Fashion Bug #2775, Inc.	2775	Vice President
Fashion Bug #2791, Inc.	2791	Vice President
Fashion Bug #2794, Inc.	2794	Vice President
Fashion Bug #2796 of Cobleskill, Inc.	2796	Vice President
Fashion Bug #2797, Inc.	2797	Vice President
Fashion Bug #2807, Inc.	2807	Vice President
Fashion Bug #2811, Inc.	2811	Vice President
Fashion Bug #2820, Inc.	2820	Vice President
Fashion Bug #2821, Inc.	2821	Vice President
Fashion Bug #2838, Inc.	2838	Vice President
Fashion Bug #2842, Inc.	2842	Vice President
Fashion Bug #2844, Inc.	2844	Vice President
Fashion Bug #2851, Inc.	2851	Vice President
Fashion Bug #2853 of Rome, Inc.	2853	Vice President
Fashion Bug #2855, Inc.	2855	Vice President
Fashion Bug #2857, Inc.	2857	Vice President
Fashion Bug #2858, Inc.	2858	Vice President
Fashion Bug #2864, Inc.	2864	Vice President
Fashion Bug #2879, Inc.	2879	Vice President
Fashion Bug #2898, Inc.	2898	Vice President
Fashion Bug #2905, Inc.	2905	Vice President
Fashion Bug #2906, Inc.	2906	Vice President
Fashion Bug #2907, Inc.	2907	Vice President
Fashion Bug #2909, Inc.	2909	Vice President
Fashion Bug #2915, Inc.	2915	Vice President
Fashion Bug #2920, Inc.	2920	Vice President
Fashion Bug #2924, Inc.	2924	Vice President
Fashion Bug #2930, Inc.	2930	Vice President
Fashion Bug #2932, Inc.	2932	Vice President
Fashion Bug #2941, Inc.	2941	Vice President
Fashion Bug #2958, Inc.	2958	Vice President
Fashion Bug #2959 of Buffalo, Inc.	2959	Vice President
Fashion Bug #2969, Inc.	2969	Vice President
Fashion Bug #2974, Inc.	2974	Vice President
Fashion Bug #2978, Inc.	2978	Vice President
Fashion Bug #2988, Inc.	2988	Vice President
Fashion Bug #2989, Inc.	2989	Vice President
Fashion Bug #2995, Inc.	2995	Vice President
Fashion Bug #2998, Inc.	2998	Vice President
Fashion Bug #3001, Inc.	3001	Vice President
Fashion Bug #3006, Inc.	3006	Vice President

SCHEDULE 2


Fashion Bug #3016, Inc.	3016	Vice President
Fashion Bug #3018, Inc.	3018	Vice President
Fashion Bug #3040, Inc.	3040	Vice President
Fashion Bug #3042, Inc.	3042	Vice President
Fashion Bug #3048 of Wellsville, Inc.	3048	Vice President
Fashion Bug #3049, Inc.	3049	Vice President
Fashion Bug #3050, Inc.	3050	Vice President
Fashion Bug #3052, Inc.	3052	Vice President
Fashion Bug #3054, Inc.	3054	Vice President
Fashion Bug #3057, Inc.	3057	Vice President
Fashion Bug #3058, Inc.	3058	Vice President
Fashion Bug #3079, Inc.	3079	Vice President
Fashion Bug #3081, Inc.	3081	Vice President
Fashion Bug #3092, Inc.	3092	Vice President
Fashion Bug #3094, Inc.	3094	Vice President
Fashion Bug #3102, Inc.	3102	Vice President
Fashion Bug #3115, Inc.	3115	Vice President
Fashion Bug #3116, Inc.	3116	Vice President
Fashion Bug #3121, Inc.	3121	Vice President
Fashion Bug #3122, Inc.	3122	Vice President
Fashion Bug #3123, Inc.	3123	Vice President
Fashion Bug #3131, Inc.	3131	Vice President
Fashion Bug #3134, Inc.	3134	Vice President
Fashion Bug #3137, Inc.	3137	Vice President
Fashion Bug #3138, Inc.	3138	Vice President
Fashion Bug #3139, Inc.	3139	Vice President
Fashion Bug #3148, Inc.	3148	Vice President
Fashion Bug #3155, Inc.	3155	Vice President
Fashion Bug #3166, Inc.	3166	Vice President
Fashion Bug #3170, Inc.	3170	Vice President
Fashion Bug #3179, Inc.	3179	Vice President
Fashion Bug #3187, Inc.	3187	Vice President
Fashion Bug #3195, Inc.	3195	Vice President
Fashion Bug #3198, Inc.	3198	Vice President
Fashion Bug #3201, Inc.	3201	Vice President
Fashion Bug #3203, Inc.	3203	Vice President
Fashion Bug #3206, Inc.	3206	Vice President
Fashion Bug #3209, Inc.	3209	Vice President
Fashion Bug #3210, Inc.	3210	Vice President
Fashion Bug #3212, Inc.	3212	Vice President
Fashion Bug #3213, Inc.	3213	Vice President
Fashion Bug #3215, Inc.	3215	Vice President
Fashion Bug #3216, Inc.	3216	Vice President
Fashion Bug #3224, Inc.	3224	Vice President
Fashion Bug #3225, Inc.	3225	Vice President
Fashion Bug #3226 of Auburn, Inc.	3226	Vice President
Fashion Bug #3227, Inc.	3227	Vice President
Fashion Bug #3232, Inc.	3232	Vice President
Fashion Bug #3235, Inc.	3235	Vice President
Fashion Bug #3236, Inc.	3236	Vice President
Fashion Bug #3237, Inc.	3237	Vice President

SCHEDULE 2


Fashion Bug #3243, Inc.	3243	Vice President
Fashion Bug #3246, Inc.	3246	Vice President
Fashion Bug #3251, Inc.	3251	Vice President
Fashion Bug #3253, Inc.	3253	Vice President
Fashion Bug #3255, Inc.	3255	Vice President
Fashion Bug #3267, Inc.	3267	Vice President
Fashion Bug #3280, Inc.	3280	Vice President
Fashion Bug #3281 of Syracuse, Inc.	3281	Vice President
Fashion Bug #3284 of Poughkeepsie, Inc.	3284	Vice President
Fashion Bug #3288, Inc.	3288	Vice President
Fashion Bug #3289, Inc.	3289	Vice President
Fashion Bug #3291, Inc.	3291	Vice President
Fashion Bug #3292, Inc.	3292	Vice President
Fashion Bug #3296, Inc.	3296	Vice President
Fashion Bug #3297, Inc.	3297	Vice President
Fashion Bug #3299, Inc.	3299	Vice President
Fashion Bug #3301, Inc.	3301	Vice President
Fashion Bug #3318, Inc.	3318	Vice President
Fashion Bug #3319, Inc.	3319	Vice President
Fashion Bug #3321, Inc.	3321	Vice President
Fashion Bug #3322, Inc.	3322	Vice President
Fashion Bug #3332, Inc.	3332	Vice President
Fashion Bug #3337, Inc.	3337	Vice President
Fashion Bug #3339, Inc.	3339	Vice President
Fashion Bug #3341 of Lockport, Inc.	3341	Vice President
Fashion Bug #3343, Inc.	3343	Vice President
Fashion Bug #3344, Inc.	3344	Vice President
Fashion Bug #3345, Inc.	3345	Vice President
Fashion Bug #3346, Inc.	3346	Vice President
Fashion Bug #3348, Inc.	3348	Vice President
Fashion Bug #3349, Inc.	3349	Vice President
Fashion Bug #3351 of Rochester, Inc.	3351	Vice President
Fashion Bug #3362, Inc.	3362	Vice President
Fashion Bug #3364, Inc.	3364	Vice President
Fashion Bug #3373, Inc.	3373	Vice President
Fashion Bug #3385, Inc.	3385	Vice President
Fashion Bug #3386, Inc.	3386	Vice President
Fashion Bug #3388, Inc.	3388	Vice President
Fashion Bug #3405 of Riverhead, Inc.	3405	Vice President
Fashion Bug #3407, Inc.	3407	Vice President
Fashion Bug #3408 of Hamburg, Inc.	3408	Vice President
Fashion Bug #3409, Inc.	3409	Vice President
Fashion Bug #3413, Inc.	3413	Vice President
Fashion Bug #3414, Inc.	3414	Vice President
Fashion Bug #3415, Inc.	3415	Vice President
Fashion Bug #3416, Inc.	3416	Vice President
Fashion Bug #3422, Inc.	3422	Vice President
Fashion Bug #3434, Inc.	3434	Vice President
Fashion Bug #3440, Inc.	3440	Vice President
Fashion Bug #3442 of Staten Island, Inc.	3442	Vice President
Fashion Bug #3443, Inc.	3443	Vice President

SCHEDULE 2


Fashion Bug #3445, Inc.	3445	Vice President
Fashion Bug #3446, Inc.	3446	Vice President
Fashion Bug #3450, Inc.	3450	Vice President
Fashion Bug #3451, Inc.	3451	Vice President
Fashion Bug #3457, Inc.	3457	Vice President
Fashion Bug #3458, Inc.	3458	Vice President
Fashion Bug #3463, Inc.	3463	Vice President
Fashion Bug #3470, Inc.	3470	Vice President
Fashion Bug #3471, Inc.	3471	Vice President
Fashion Bug #3473, Inc.	3473	Vice President
Fashion Bug #3475, Inc.	3475	Vice President
Fashion Bug #3477, Inc.	3477	Vice President
Fashion Bug #3479, Inc.	3479	Vice President
Fashion Bug #3483, Inc.	3483	Vice President
Fashion Bug #3485, Inc.	3485	Vice President
Fashion Bug #3491 of Cheektowaga, Inc.	3491	Vice President
Fashion Bug #3492, Inc.	3492	Vice President
Fashion Bug #3495, Inc.	3495	Vice President
Fashion Bug #3496, Inc.	3496	Vice President
Fashion Bug #3501 of Middletown, Inc.	3501	Vice President
Fashion Bug #3507, Inc.	3507	Vice President
Fashion Bug #3512, Inc.	3512	Vice President
Fashion Bug #3513, Inc.	3513	Vice President
Fashion Bug #3514, Inc.	3514	Vice President
Fashion Bug #3516, Inc.	3516	Vice President
Fashion Bug #3521, Inc.	3521	Vice President
Fashion Bug #3525, Inc.	3525	Vice President
Fashion Bug #3535, Inc.	3535	Vice President
Fashion Bug #3538, Inc.	3538	Vice President
Fashion Bug #3540, Inc.	3540	Vice President
Fashion Bug #3545, Inc.	3545	Vice President
Fashion Bug #3547, Inc.	3547	Vice President
Fashion Bug #3548, Inc.	3548	Vice President
Fashion Bug #3549, Inc.	3549	Vice President
Fashion Bug #3553, Inc.	3553	Vice President
Fashion Bug #3556, Inc.	3556	Vice President
Fashion Bug #3558, Inc.	3558	Vice President
Fashion Bug #3560, Inc.	3560	Vice President
Fashion Bug #3565, Inc.	3565	Vice President
Fashion Bug #3570, Inc.	3570	Vice President
Fashion Bug #3572, Inc.	3572	Vice President
Fashion Bug #3573, Inc.	3573	Vice President
Fashion Bug #3575, Inc.	3575	Vice President
Fashion Bug #3577, Inc.	3577	Vice President
Fashion Bug #3580, Inc.	3580	Vice President
Fashion Bug #3583, Inc.	3583	Vice President
Fashion Bug #3585, Inc.	3585	Vice President
Fashion Bug #3589, Inc.	3589	Vice President
Fashion Bug #3593, Inc.	3593	Vice President
Fashion Bug #3596, Inc.	3596	Vice President
Fashion Bug #3597, Inc.	3597	Vice President

SCHEDULE 2


Fashion Bug #3598, Inc.	3598	Vice President
Fashion Bug #3599, Inc.	3599	Vice President
Fashion Bug #3600, Inc.	3600	Vice President
Fashion Bug #3601, Inc.	3601	Vice President
Fashion Bug #3603, Inc.	3603	Vice President
Fashion Bug #3604, Inc.	3604	Vice President
Fashion Bug #3607, Inc.	3607	Vice President
Fashion Bug #3608, Inc.	3608	Vice President
Fashion Bug #3609, Inc.	3609	Vice President
Fashion Bug #3610, Inc.	3610	Vice President
Fashion Bug #3611, Inc.	3611	Vice President
Fashion Bug #3612, Inc.	3612	Vice President
Fashion Bug #3614, Inc.	3614	Vice President
Fashion Bug #3616, Inc.	3616	Vice President
Fashion Bug #3617, Inc.	3617	Vice President
Fashion Bug #3621, Inc.	3621	Vice President
Fashion Bug #3622, Inc.	3622	Vice President
Fashion Bug #3623, Inc.	3623	Vice President
Fashion Bug #3624, Inc.	3624	Vice President
Fashion Bug #3626, Inc.	3626	Vice President
Fashion Bug #3628, Inc.	3628	Vice President
Fashion Bug #3630, Inc.	3630	Vice President
Fashion Bug #3631, Inc.	3631	Vice President
Fashion Bug #3632, Inc.	3632	Vice President
Fashion Bug #3637, Inc.	3637	Vice President
Fashion Bug #3638, Inc.	3638	Vice President
Fashion Bug #3639, Inc.	3639	Vice President
Fashion Bug #3641, Inc.	3641	Vice President
Fashion Bug #3642, Inc.	3642	Vice President
Fashion Bug #3643, LLC	3643	Vice President
Fashion Bug #3644, LLC	3644	Vice President
Fashion Bug #3645, LLC	3645	Vice President
Fashion Bug #3647, LLC	3647	Vice President
Fashion Bug 3649, Inc.	3649	Vice President
Fashion Bug #3653, LLC	3653	Vice President
Fashion Bug #3655, LLC	3655	Vice President
Fashion Bug #3661, LLC	3661	Vice President
Fashion Bug #3662, LLC	3662	Vice President
Fashion Bug #3664, LLC	3664	Vice President
Fashion Bug #3665, LLC	3665	Vice President
Fashion Bug #3668, LLC	3668	Vice President
Fashion Bug #3670, LLC	3670	Vice President
Fashion Bug #3674, LLC	3674	Vice President
Fashion Bug #3677, LLC	3677	Vice President
Fashion Bug #3678, LLC	3678	Vice President
Fashion Bug #3679, LLC	3679	Vice President
Fashion Bug #3682, LLC	3682	Vice President
Fashion Bug #3684, LLC	3684	Vice President
Fashion Bug #3686, LLC	3686	Vice President
Fashion Bug #3689 of Johnstown, LLC	3689	Vice President
Fashion Bug #3691, LLC	3691	Vice President

SCHEDULE 2


Fashion Bug 3692, Inc.	3692	Vice President
Fashion Bug #3696, LLC	3696	Vice President
Fashion Bug #3701, LLC	3701	Vice President
Fashion Bug #3702, LLC	3702	Vice President
Fashion Bug #3703, LLC	3703	Vice President
Fashion Bug #3707, LLC	3707	Vice President
Fashion Bug #3710, LLC	3710	Vice President
Fashion Bug #3712, LLC	3712	Vice President
Fashion Bug 3714, Inc.	3714	Vice President
Fashion Bug #3716, LLC	3716	Vice President
Fashion Bug #3718, LLC	3718	Vice President
Fashion Bug #3723, LLC	3723	Vice President
Fashion Bug #3725, LLC	3725	Vice President
Fashion Bug #3730, LLC	3730	Vice President
Fashion Bug #3734, LLC	3734	Vice President
Fashion Bug #3736, LLC	3736	Vice President
Fashion Bug 3741, Inc.	3741	Vice President
Fashion Bug #3743, LLC	3743	Vice President
Fashion Bug #3746, LLC	3746	Vice President
Fashion Bug #3747, LLC	3747	Vice President
Fashion Bug #3749, LLC	3749	Vice President
Fashion Bug #3754, LLC	3754	Vice President
Fashion Bug #3755, LLC	3755	Vice President
Fashion Bug 3757, Inc.	3757	Vice President
Fashion Bug #3758, LLC	3758	Vice President
Fashion Bug #4010, Inc.	4010	Vice President
Fashion Bug #4013, Inc.	4013	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000 of Waterloo, LLC	4101	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4104	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4105	Vice President
Lane Xxxxxx Outlet 4106, Inc.	4106	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4107	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4108	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4109	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4112	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4113	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4115	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4116	Vice President
Lane Xxxxxx Outlet #4120 of Xxxx Xxxxxx, LLC	4120	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4121	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4123	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4124	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4129	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4131	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4132	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4136	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4137	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4138	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4139	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4141	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4142	Vice President

SCHEDULE 0


Xxxx Xxxxxx Xxxxxx #0000, LLC	4143	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4145	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4146	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4148	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4149	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4150	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4151	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4153	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4155	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4156	Vice President
Lane Xxxxxx Outlet #4158 of Deer Park, LLC	4158	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4159	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4161	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000 of Olean, LLC	4163	Vice President
Lane Xxxxxx Outlet 4164, LLC	4164	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4165	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4168	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4171	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000 of Dunkirk, LLC	4172	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4173	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, Inc.	4174	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4175	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4179	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4180	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4182	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4183	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4184	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4185	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, Inc.	4186	Vice President
Lane Xxxxxx Outlet 4189, LLC	4189	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4190	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4191	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4192	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4193	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4196	Vice President
Lane Xxxxxx Outlet 4237, Inc.	4237	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000 of Riverhead, LLC	4239	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4240	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4254	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4272	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, Inc.	4279	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4320	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4322	Vice President
Lane Xxxxxx Outlet 4324, Inc.	4324	Vice Xxxxxxxxx
Xxxx Xxxxxx Xxxxxx #0000, LLC	4343	Vice President
Lane Xxxxxx #4501, LLC	4501	Vice President
Lane Xxxxxx #4503, LLC	4503	Vice President
Lane Xxxxxx #4504, LLC	4504	Vice President
Lane Xxxxxx #4506, LLC	4506	Vice President
Lane Xxxxxx #4509, LLC	4509	Vice President
Lane Xxxxxx 4510, Inc.	4510	Vice President

SCHEDULE 2


Lane Xxxxxx #4511, LLC	4511	Vice President
Lane Xxxxxx #4512, LLC	4512	Vice President
Lane Xxxxxx #4515, LLC	4515	Vice President
Lane Xxxxxx #4518, LLC	4518	Vice President
Lane Xxxxxx #4519, LLC	4519	Vice President
Lane Xxxxxx #4520, LLC	4520	Vice President
Lane Xxxxxx 4521, Inc.	4521	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	4522	Vice President
Lane Xxxxxx 4523, LLC	4523	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4524	Vice President
Lane Xxxxxx #4525, LLC	4525	Vice President
Lane Xxxxxx #4526, LLC	4526	Vice President
Lane Xxxxxx #4527, LLC	4527	Vice President
Lane Xxxxxx #4528, LLC	4528	Vice President
Lane Xxxxxx #4529, LLC	4529	Vice President
Lane Xxxxxx #4530, LLC	4530	Vice President
Lane Xxxxxx #4531, LLC	4531	Vice President
Lane Xxxxxx 4532, LLC	4532	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4533	Vice President
Lane Xxxxxx #4535, LLC	4535	Vice President
Lane Xxxxxx 4536, Inc.	4536	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4538	Vice President
Lane Xxxxxx #4539, LLC	4539	Vice President
Lane Xxxxxx #4541, LLC	4541	Vice President
Lane Xxxxxx #4542, LLC	4542	Vice President
Lane Xxxxxx #4543, LLC	4543	Vice President
Lane Xxxxxx #4544, LLC	4544	Vice President
Lane Xxxxxx #4545, LLC	4545	Vice President
Lane Xxxxxx #4546, LLC	4546	Vice President
Lane Xxxxxx #4547, LLC	4547	Vice President
Lane Xxxxxx #4548, LLC	4548	Vice President
Lane Xxxxxx 4549, Inc.	4549	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4551	Vice President
Lane Xxxxxx 4553, LLC	4553	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4554	Vice President
Lane Xxxxxx #4555, LLC	4555	Vice President
Lane Xxxxxx #4556, LLC	4556	Vice President
Lane Xxxxxx #4557, LLC	4557	Vice President
Lane Xxxxxx #4558, LLC	4558	Vice President
Lane Xxxxxx #4559, LLC	4559	Vice President
Lane Xxxxxx #4560, LLC	4560	Vice President
Lane Xxxxxx #4561, LLC	4561	Vice President
Lane Xxxxxx #4562, LLC	4562	Vice President
Lane Xxxxxx #4563, LLC	4563	Vice President
Lane Xxxxxx #4565, LLC	4565	Vice President
Lane Xxxxxx #4566, LLC	4566	Vice President
Lane Xxxxxx #4567, LLC	4567	Vice President
Lane Xxxxxx #4568, LLC	4568	Vice President
Lane Xxxxxx #4569, LLC	4569	Vice President
Lane Xxxxxx #4570, LLC	4570	Vice President
Lane Xxxxxx #4571, LLC	4571	Vice President

SCHEDULE 2


Lane Xxxxxx #4572, LLC	4572	Vice President
Lane Xxxxxx #4573, LLC	4573	Vice President
Lane Xxxxxx #4574, LLC	4574	Vice President
Lane Xxxxxx #4575, LLC	4575	Vice President
Lane Xxxxxx/Cacique #4576, LLC	4576	Vice President
Lane Xxxxxx 4577, Inc.	4577	Vice President
Lane Xxxxxx 4578, Inc.	4578	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4579	Vice President
Lane Xxxxxx #4580, LLC	4580	Vice President
Lane Xxxxxx #4581, LLC	4581	Vice President
Lane Xxxxxx #4582, LLC	4582	Vice President
Lane Xxxxxx #4583, LLC	4583	Vice President
Lane Xxxxxx #4584, LLC	4584	Vice President
Lane Xxxxxx #4585, LLC	4585	Vice President
Lane Xxxxxx #4586, LLC	4586	Vice President
Lane Xxxxxx/Cacique #4589, LLC	4589	Vice President
Lane Xxxxxx/Cacique #4590, LLC	4590	Vice President
Lane Xxxxxx/Cacique #4591, LLC	4591	Vice President
Lane Xxxxxx/Cacique #4592 of Xxxxxx, LLC	4592	Vice President
Lane Xxxxxx/Cacique #4593, LLC	4593	Vice President
Lane Xxxxxx #4594, LLC	4594	Vice President
Lane Xxxxxx/Cacique #4595, LLC	4595	Vice President
Lane Xxxxxx #4596, LLC	4596	Vice President
Lane Xxxxxx/Cacique #4597, LLC	4597	Vice President
Lane Xxxxxx/Cacique #4598, LLC	4598	Vice President
Lane Xxxxxx #4599, LLC	4599	Vice President
Lane Xxxxxx #4600, LLC	4600	Vice President
Lane Xxxxxx/Cacique #4601, LLC	4601	Vice President
Lane Xxxxxx/Cacique #4602, LLC	4602	Vice President
Lane Xxxxxx/Cacique #4603, LLC	4603	Vice President
Lane Xxxxxx/Cacique 4604, LLC	4604	Vice President
Lane Xxxxxx/Cacique #4605, LLC	4605	Vice President
Lane Xxxxxx/Cacique #4606, LLC	4606	Vice President
Lane Xxxxxx/Cacique #4608, LLC	4608	Vice President
Lane Xxxxxx/Cacique #4609, LLC	4609	Vice President
Lane Xxxxxx #4610, LLC	4610	Vice President
Lane Xxxxxx #4612, LLC	4612	Vice President
Lane Xxxxxx/Cacique #4614, LLC	4614	Vice President
Lane Xxxxxx #4616, LLC	4616	Vice President
Lane Xxxxxx #4617, LLC	4617	Vice President
Lane Xxxxxx #4618, LLC	4618	Vice President
Lane Xxxxxx/Cacique 4619, Inc.	4619	Vice President
Lane Xxxxxx #4620 of Saratoga County, LLC	4620	Vice President
Lane Xxxxxx #4622, LLC	4622	Vice President
Lane Xxxxxx/Cacique #4623, LLC	4623	Vice President
Lane Xxxxxx/Cacique #4625, LLC	4625	Vice President
Lane Xxxxxx/Cacique #4630, LLC	4630	Vice President
Lane Xxxxxx/Cacique #4632, LLC	4632	Vice President
Lane Xxxxxx #4633, LLC	4633	Vice President
Lane Xxxxxx #4634, LLC	4634	Vice President
Lane Xxxxxx/Cacique 4636, Inc.	4636	Vice President

SCHEDULE 2


Lane Xxxxxx #4638, LLC	4638	Vice President
Lane Xxxxxx/Cacique #4640, LLC	4640	Vice President
Lane Xxxxxx #4641, LLC	4641	Vice President
Lane Xxxxxx #4643, LLC	4643	Vice President
Lane Xxxxxx/Cacique #4644, LLC	4644	Vice President
Lane Xxxxxx/Cacique #4645, LLC	4645	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Horseheads, LLC	4646	Vice President
Lane Xxxxxx #4647, LLC	4647	Vice President
Lane Xxxxxx/Cacique #4648, LLC	4648	Vice President
Lane Xxxxxx/Cacique 4649, Inc.	4649	Vice President
Lane Xxxxxx/Cacique #4650, LLC	4650	Vice President
Lane Xxxxxx #4652, LLC	4652	Vice President
Lane Xxxxxx/Cacique #4653, LLC	4653	Vice President
Lane Xxxxxx #4654, LLC	4654	Vice President
Lane Xxxxxx #4655, LLC	4655	Vice President
Lane Xxxxxx #4656, LLC	4656	Vice President
Lane Xxxxxx #4657, LLC	4657	Vice President
Lane Xxxxxx/Cacique #4659, LLC	4659	Vice President
Lane Xxxxxx/Cacique #4660, LLC	4660	Vice President
Lane Xxxxxx/Cacique #4661, LLC	4661	Vice President
Lane Xxxxxx #4664, LLC	4664	Vice President
Lane Xxxxxx #4665, LLC	4665	Vice President
Lane Xxxxxx/Cacique #4667, LLC	4667	Vice President
Lane Xxxxxx/Cacique #4668, LLC	4668	Vice President
Lane Xxxxxx/Cacique #4671, LLC	4671	Vice President
Lane Xxxxxx/Cacique #4672, LLC	4672	Vice President
Lane Xxxxxx #4676, LLC	4676	Vice President
Lane Xxxxxx #4677, LLC	4677	Vice President
Lane Xxxxxx 4679, Inc.	4679	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4680	Vice President
Lane Xxxxxx/Cacique #4681, LLC	4681	Vice President
Lane Xxxxxx/Cacique #4683, LLC	4683	Vice President
Lane Xxxxxx #4685, LLC	4685	Vice President
Lane Xxxxxx 4688, Inc.	4688	Vice President
Lane Xxxxxx/Cacique 4689, Inc.	4689	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4691	Vice President
Lane Xxxxxx/Cacique #4692, LLC	4692	Vice President
Lane Xxxxxx #4693, LLC	4693	Vice President
Lane Xxxxxx #4694, LLC	4694	Vice President
Lane Xxxxxx #4696, LLC	4696	Vice President
Lane Xxxxxx #4697, LLC	4697	Vice President
Lane Xxxxxx #4700, LLC	4700	Vice President
Lane Xxxxxx/Cacique #4701, LLC	4701	Vice President
Lane Xxxxxx/Cacique #4702, LLC	4702	Vice President
Lane Xxxxxx #4705, LLC	4705	Vice President
Lane Xxxxxx #4706, LLC	4706	Vice President
Lane Xxxxxx #4709, LLC	4709	Vice President
Lane Xxxxxx #4710, LLC	4710	Vice President
Lane Xxxxxx #4711, LLC	4711	Vice President
Lane Xxxxxx #4714, LLC	4714	Vice President
Lane Xxxxxx #4719, LLC	4719	Vice President

SCHEDULE 2


Lane Xxxxxx/Cacique #4720, LLC	4720	Vice President
Lane Xxxxxx 4723, Inc.	4723	Vice President
Lane Xxxxxx/Cacique #4724, LLC	4724	Vice President
Lane Xxxxxx #4727, LLC	4727	Vice President
Lane Xxxxxx #4733, LLC	4733	Vice President
Lane Xxxxxx #4734, INC.	4734	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4736	Vice President
Lane Xxxxxx #4737, LLC	4737	Vice President
Lane Xxxxxx #4738, LLC	4738	Vice President
Lane Xxxxxx 4740, Inc.	4740	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4741	Vice President
Lane Xxxxxx #4742, LLC	4742	Vice President
Lane Xxxxxx #4743, LLC	4743	Vice President
Lane Xxxxxx #4744, Inc.	4744	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4745	Vice President
Lane Xxxxxx #4746, LLC	4746	Vice President
Lane Xxxxxx #4747, Inc.	4747	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4748	Vice President
Lane Xxxxxx #4749, Inc.	4749	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4750	Vice President
Lane Xxxxxx #4751, LLC	4751	Vice President
Lane Xxxxxx #4752, LLC	4752	Vice President
Lane Xxxxxx #4753, LLC	4753	Vice President
Lane Xxxxxx #4754, LLC	4754	Vice President
Lane Xxxxxx #4755, LLC	4755	Vice President
Lane Xxxxxx #4756, LLC	4756	Vice President
Lane Xxxxxx #4758, LLC	4758	Vice President
Lane Xxxxxx #4759, LLC	4759	Vice President
Lane Xxxxxx #4760, LLC	4760	Vice President
Lane Xxxxxx #4761, Inc.	4761	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4762	Vice President
Lane Xxxxxx #4763, LLC	4763	Vice President
Lane Xxxxxx #4764, LLC	4764	Vice President
Lane Xxxxxx #4765, Inc.	4765	Vice President
Lane Xxxxxx 4766, Inc.	4766	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4767	Vice President
Lane Xxxxxx #4768, LLC	4768	Vice President
Lane Xxxxxx #4769, LLC	4769	Vice President
Lane Xxxxxx #4770, LLC	4770	Vice President
Lane Xxxxxx #4771, LLC	4771	Vice President
Lane Xxxxxx #4772, LLC	4772	Vice President
Lane Xxxxxx #4773, Inc.	4773	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4774	Vice President
Lane Xxxxxx #4775, LLC	4775	Vice President
Lane Xxxxxx #4776, LLC	4776	Vice President
Lane Xxxxxx #4777, LLC	4777	Vice President
Lane Xxxxxx #4778, Inc.	4778	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	4779	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4780	Vice President
Lane Xxxxxx #4781, Inc.	4781	Vice President
Lane Xxxxxx #4782, LLC	4782	Vice President

SCHEDULE 2


Lane Xxxxxx #4783, LLC	4783	Vice President
Lane Xxxxxx #4793, LLC	4793	Vice President
Lane Xxxxxx #4794, LLC	4794	Vice President
Lane Xxxxxx #4795, LLC	4795	Vice President
Lane Xxxxxx #4796 of Pelham Manor, LLC	4796	Vice President
Lane Xxxxxx #4797, LLC	4797	Vice President
Lane Xxxxxx #4798, LLC	4798	Vice President
Lane Xxxxxx 4800, Inc.	4800	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4801	Vice President
Lane Xxxxxx #4802, LLC	4802	Vice President
Lane Xxxxxx #4803, LLC	4803	Vice President
Lane Xxxxxx 4804, Inc.	4804	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	4805	Vice President
Lane Xxxxxx #4806, LLC	4806	Vice President
Lane Xxxxxx #4807, LLC	4807	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Westbury, LLC	4808	Vice President
Lane Xxxxxx #4810, LLC	4810	Vice President
Lane Xxxxxx #4811, LLC	4811	Vice President
Lane Xxxxxx #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 #5053, LLC	5053	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 #5110, LLC	5110	Vice President
Catherines #5114, LLC	5114	Vice President
Catherines #5116, Inc.	5116	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

SCHEDULE 2


Catherines #5150, LLC	5150	Vice President
Catherines #5156, Inc.	5156	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 #5314 of Greenburgh, LLC	5314	Vice President
Catherines #5335, LLC	5335	Vice President
Catherines #5340, Inc.	5340	Vice President
Catherines #5342, Inc.	5342	Vice President
Catherines #5344 of Xxxx 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 #5367 of Middletown, Inc.	5367	Vice President
Catherines #5368, Inc.	5368	Vice President
Catherines #5369, Inc.	5369	Vice President
Catherines #5370, Inc.	5370	Vice President

SCHEDULE 2


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 Xxxxxx, 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 #5412, Inc.	5412	Vice President
Catherines #5413 of Xxxxxx, 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 5565, LLC	5565	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

SCHEDULE 2


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 #5778, Inc.	5778	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 #5826, Inc.	5826	Vice President
Catherines 5832, Inc.	5832	Vice President
Catherines 5834, Inc.	5834	Vice President

SCHEDULE 2


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 #5855, Inc.	5855	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 Xxxxxx #6004, LLC	6004	Vice President

SCHEDULE 2


Lane Xxxxxx #6006, LLC	6006	Vice President
Lane Xxxxxx #6008, Inc.	6008	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6012	Vice President
Lane Xxxxxx #6013, LLC	6013	Vice President
Lane Xxxxxx #6017, LLC	6017	Vice President
Lane Xxxxxx #6019, LLC	6019	Vice President
Lane Xxxxxx #6032, LLC	6032	Vice President
Lane Xxxxxx 6038, Inc.	6038	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6041	Vice President
Lane Xxxxxx 6042, Inc.	6042	Vice President
Lane Xxxxxx 6044, Inc.	6044	Vice President
Lane Xxxxxx 6045, Inc.	6045	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6046	Vice President
Lane Xxxxxx #6051, LLC	6051	Vice President
Lane Xxxxxx #6053, LLC	6053	Vice President
Lane Xxxxxx #6059, LLC	6059	Vice President
Lane Xxxxxx #6065, LLC	6065	Vice President
Lane Xxxxxx 6067, Inc.	6067	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6078	Vice President
Lane Xxxxxx #6083, Inc.	6083	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6097	Vice President
Lane Xxxxxx #6116, LLC	6116	Vice President
Lane Xxxxxx #6118, LLC	6118	Vice President
Lane Xxxxxx #6120, Inc.	6120	Vice President
Lane Xxxxxx 6122, Inc.	6122	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6126	Vice President
Lane Xxxxxx 6134, Inc.	6134	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Xxxxxx, LLC	6147	Vice President
Lane Xxxxxx #6154, LLC	6154	Vice President
Lane Xxxxxx #6155, LLC	6155	Vice President
Lane Xxxxxx #6157, Inc.	6157	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6158	Vice President
Lane Xxxxxx 6161, Inc.	6161	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6163	Vice President
Lane Xxxxxx #6166, LLC	6166	Vice President
Lane Xxxxxx #6170, LLC	6170	Vice President
Lane Xxxxxx #6178, LLC	6178	Vice President
Lane Xxxxxx #6181, Inc.	6181	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6183	Vice President
Lane Xxxxxx #6188, LLC	6188	Vice President
Lane Xxxxxx #6196, Inc.	6196	Vice President
Lane Xxxxxx 6198, Inc.	6198	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6202	Vice President
Lane Xxxxxx/Cacique #6203, LLC	6203	Vice President
Lane Xxxxxx #6205, LLC	6205	Vice President
Lane Xxxxxx #6209, LLC	6209	Vice President
Lane Xxxxxx #6211, LLC	6211	Vice President
Lane Xxxxxx #6213, LLC	6213	Vice President
Lane Xxxxxx #6215, Inc.	6215	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6218	Vice President
Lane Xxxxxx #6219, LLC	6219	Vice President

SCHEDULE 2


Lane Xxxxxx #6222, LLC	6222	Vice President
Lane Xxxxxx #6230, Inc.	6230	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6231	Vice President
Lane Xxxxxx #6234, LLC	6234	Vice President
Lane Xxxxxx #6238, Inc.	6238	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6243	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6245	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6248	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6249	Vice President
Lane Xxxxxx #6251, Inc.	6251	Vice President
Lane Xxxxxx #6257 of Staten Island, LLC	6257	Vice President
Lane Xxxxxx #6260, Inc.	6260	Vice President
Lane Xxxxxx 6261, Inc.	6261	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6264	Vice President
Lane Xxxxxx #6271, Inc.	6271	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6278	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Levittown, LLC	6280	Vice President
Lane Xxxxxx #6282, LLC	6282	Vice President
Lane Xxxxxx #6288, LLC	6288	Vice President
Lane Xxxxxx #6290, LLC	6290	Vice President
Lane Xxxxxx #6291, LLC	6291	Vice President
Lane Xxxxxx #6294, LLC	6294	Vice President
Lane Xxxxxx #6295, Inc.	6295	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6298	Vice President
Lane Xxxxxx #6301, LLC	6301	Vice President
Lane Xxxxxx #6302, LLC	6302	Vice President
Lane Xxxxxx/Cacique #6304 of Albany, LLC	6304	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Bayshore, Inc.	6315	Vice President
Lane Xxxxxx 6318, Inc.	6318	Vice President
Lane Xxxxxx 6319, Inc.	6319	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6321	Vice President
Lane Xxxxxx 6324, Inc.	6324	Vice President
Lane Xxxxxx 6328, Inc.	6328	Vice President
Lane Xxxxxx 6330, Inc.	6330	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6336	Vice President
Lane Xxxxxx #6341, LLC	6341	Vice President
Lane Xxxxxx #6342, Inc.	6342	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6345	Vice President
Lane Xxxxxx #6350, LLC	6350	Vice President
Lane Xxxxxx #6353, LLC	6353	Vice President
Lane Xxxxxx/Cacique #6354, LLC	6354	Vice President
Lane Xxxxxx #6355, LLC	6355	Vice President
Lane Xxxxxx #6365, LLC	6365	Vice President
Lane Xxxxxx #6366, Inc.	6366	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6369	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6371	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6372	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Xxxxxxx, Inc.	6373	Vice President
Lane Xxxxxx #6374, Inc.	6374	Vice President
Lane Xxxxxx/Cacique #6375, LLC	6375	Vice President
Lane Xxxxxx #6385, Inc.	6385	Vice President

SCHEDULE 2


Lane Xxxxxx/Cacique #6387, LLC	6387	Vice President
Lane Xxxxxx #6388, LLC	6388	Vice President
Lane Xxxxxx #6390, LLC	6390	Vice President
Lane Xxxxxx 6391, Inc.	6391	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6392	Vice President
Lane Xxxxxx 6394, Inc.	6394	Vice President
Lane Xxxxxx 6398, Inc.	6398	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6399	Vice President
Lane Xxxxxx #6401, Inc.	6401	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6404	Vice President
Lane Xxxxxx 6405, LLC	6405	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6406	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6409	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6417	Vice President
Lane Xxxxxx #6419, LLC	6419	Vice President
Lane Xxxxxx #6420, Inc.	6420	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6421	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6428	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, inc.	6432	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6433	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6435	Vice President
Lane Xxxxxx #6442, LLC	6442	Vice President
Lane Xxxxxx #6446, LLC	6446	Vice President
Lane Xxxxxx #6456, Inc.	6456	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Buffalo, Inc.	6457	Vice President
Lane Xxxxxx #6461, Inc.	6461	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6464	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6466	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6470	Vice President
Lane Xxxxxx #6474, LLC	6474	Vice President
Lane Xxxxxx #6478, Inc.	6478	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6479	Vice President
Lane Xxxxxx #6481, LLC	6481	Vice President
Lane Xxxxxx #6484, LLC	6484	Vice President
Lane Xxxxxx #6485, LLC	6485	Vice President
Lane Xxxxxx #6490, LLC	6490	Vice President
Lane Xxxxxx #6491, LLC	6491	Vice President
Lane Xxxxxx #6494, LLC	6494	Vice President
Lane Xxxxxx 6496, LLC	6496	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6499	Vice President
Lane Xxxxxx/Cacique #6518, LLC	6518	Vice President
Lane Xxxxxx #6521, LLC	6521	Vice President
Lane Xxxxxx #6522, LLC	6522	Vice President
Lane Xxxxxx 6525, LLC	6525	Vice President
Lane Xxxxxx 6529, Inc.	6529	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6537	Vice President
Lane Xxxxxx #6540, Inc.	6540	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6541	Vice President
Lane Xxxxxx #6542, Inc.	6542	Vice President
Lane Xxxxxx 6543, Inc.	6543	Vice President
Lane Xxxxxx 6547, Inc.	6547	Vice President

SCHEDULE 2


Lane Xxxxxx #6557, LLC	6557	Vice President
Lane Xxxxxx #6558, Inc.	6558	Vice President
Lane Xxxxxx 6559, Inc.	6559	Vice President
Lane Xxxxxx #6563 of New Hartford, LLC	6563	Vice President
Lane Xxxxxx #6565, LLC	6565	Vice President
Lane Xxxxxx #6566, LLC	6566	Vice President
Lane Xxxxxx #6570, LLC	6570	Vice President
Lane Xxxxxx 6575, Inc.	6575	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6577	Vice President
Lane Xxxxxx/Cacique #6579, LLC	6579	Vice President
Lane Xxxxxx #6581, LLC	6581	Vice President
Lane Xxxxxx #6582, LLC	6582	Vice President
Lane Xxxxxx #6586, LLC	6586	Vice President
Lane Xxxxxx #6587, LLC	6587	Vice President
Lane Xxxxxx #6588, LLC	6588	Vice President
Lane Xxxxxx #6603, LLC	6603	Vice President
Lane Xxxxxx #6606, LLC	6606	Vice President
Lane Xxxxxx #6615, LLC	6615	Vice President
Lane Xxxxxx #6617, LLC	6617	Vice President
Lane Xxxxxx 6618, LLC	6618	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, Inc.	6623	Vice President
Lane Xxxxxx 6625, Inc.	6625	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6637	Vice President
Lane Xxxxxx #6644, LLC	6644	Vice President
Lane Xxxxxx #6651, LLC	6651	Vice President
Lane Xxxxxx #6652, LLC	6652	Vice President
Lane Xxxxxx #6654, LLC	6654	Vice President
Lane Xxxxxx #6655, LLC	6655	Vice President
Lane Xxxxxx #6657, LLC	6657	Vice President
Lane Xxxxxx #6658, LLC	6658	Vice President
Lane Xxxxxx #6659, LLC	6659	Vice President
Lane Xxxxxx 6662, Inc.	6662	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Poughkeepsie, LLC	6666	Vice President
Lane Xxxxxx #6668, LLC	6668	Vice President
Lane Xxxxxx #6671, LLC	6671	Vice President
Lane Xxxxxx #6674, LLC	6674	Vice President
Lane Xxxxxx #6679, LLC	6679	Vice President
Lane Xxxxxx #6680, LLC	6680	Vice President
Lane Xxxxxx #6682, LLC	6682	Vice President
Lane Xxxxxx 6684, LLC	6684	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6685	Vice President
Lane Xxxxxx #6686, LLC	6686	Vice President
Lane Xxxxxx 6688, Inc.	6688	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6690	Vice President
Lane Xxxxxx #6692, LLC	6692	Vice President
Lane Xxxxxx #6696, LLC	6696	Vice President
Lane Xxxxxx 6701, Inc.	6701	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6703	Vice President
Lane Xxxxxx #6704, LLC	6704	Vice President
Lane Xxxxxx #6708, LLC	6708	Vice President
Lane Xxxxxx #6709, LLC	6709	Vice President

SCHEDULE 2


Lane Xxxxxx #6710, LLC	6710	Vice President
Lane Xxxxxx #6711, LLC	6711	Vice President
Lane Xxxxxx #6721, LLC	6721	Vice President
Lane Xxxxxx 6722, Inc.	6722	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6740	Vice President
Lane Xxxxxx #6741, LLC	6741	Vice President
Lane Xxxxxx #6743, LLC	6743	Vice President
Lane Xxxxxx #6745, LLC	6745	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 xx Xxxx Xxxxxxxxx, LLC	6750	Vice President
Lane Xxxxxx #6756, LLC	6756	Vice President
Lane Xxxxxx #6759, LLC	6759	Vice President
Lane Xxxxxx #6760, LLC	6760	Vice President
Lane Xxxxxx #6763, LLC	6763	Vice President
Lane Xxxxxx #6765, LLC	6765	Vice President
Lane Xxxxxx #6766, LLC	6766	Vice President
Lane Xxxxxx #6767, LLC	6767	Vice President
Lane Xxxxxx #6771, LLC	6771	Vice President
Lane Xxxxxx #6772, LLC	6772	Vice President
Lane Xxxxxx #6773, LLC	6773	Vice President
Lane Xxxxxx #6778, LLC	6778	Vice President
Lane Xxxxxx #6782, LLC	6782	Vice President
Lane Xxxxxx 6785, Inc.	6785	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6786	Vice President
Lane Xxxxxx #6788, LLC	6788	Vice President
Lane Xxxxxx 6789, Inc.	6789	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Brooklyn, LLC	6792	Vice President
Lane Xxxxxx #6794, Inc.	6794	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6804	Vice President
Lane Xxxxxx #6808, LLC	6808	Vice President
Lane Xxxxxx #6809, LLC	6809	Vice President
Lane Xxxxxx #6812, LLC	6812	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Buffalo, LLC	6817	Vice President
Lane Xxxxxx #6823, LLC	6823	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Middletown, LLC	6828	Vice President
Lane Xxxxxx #6832, LLC	6832	Vice President
Lane Xxxxxx #6833, LLC	6833	Vice President
Lane Xxxxxx #6853, LLC	6853	Vice President
Lane Xxxxxx #6854, LLC	6854	Vice President
Lane Xxxxxx #6856, LLC	6856	Vice President
Lane Xxxxxx #6859, Inc.	6859	Vice President
Lane Xxxxxx 6861, Inc.	6861	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6864	Vice President
Lane Xxxxxx #6875, LLC	6875	Vice President
Lane Xxxxxx 6878, LLC	6878	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6879	Vice President
Lane Xxxxxx #6882, LLC	6882	Vice President
Lane Xxxxxx #6883, LLC	6883	Vice President
Lane Xxxxxx #6891, LLC	6891	Vice President
Lane Xxxxxx #6892, LLC	6892	Vice President
Lane Xxxxxx 6894, Inc.	6894	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6895	Vice President

SCHEDULE 2


Lane Xxxxxx #6896, LLC	6896	Vice President
Lane Xxxxxx #6899, LLC	6899	Vice President
Lane Xxxxxx #6901, LLC	6901	Vice President
Lane Xxxxxx #6907, Inc.	6907	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Bayside, LLC	6910	Vice President
Lane Xxxxxx #6915, LLC	6915	Vice President
Lane Xxxxxx #6916, LLC	6916	Vice President
Lane Xxxxxx #6917, LLC	6917	Vice President
Lane Xxxxxx 6918, Inc.	6918	Vice President
Lane Xxxxxx 6919, Inc.	6919	Vice President
Lane Xxxxxx 6927, Inc.	6927	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6931	Vice President
Lane Xxxxxx #6933, LLC	6933	Vice President
Lane Xxxxxx #6936, LLC	6936	Vice President
Lane Xxxxxx #6937, LLC	6937	Vice President
Lane Xxxxxx #6939, LLC	6939	Vice President
Lane Xxxxxx #6943, LLC	6943	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000 of Xxxxxxxxx, LLC	6945	Vice President
Lane Xxxxxx/Cacique #6948, LLC	6948	Vice President
Lane Xxxxxx #6955, LLC	6955	Vice President
Lane Xxxxxx #6957, LLC	6957	Vice President
Lane Xxxxxx #6962 of Valley Stream, LLC	6962	Vice President
Lane Xxxxxx/Cacique #6963 of West Nyack, LLC	6963	Vice President
Lane Xxxxxx 6966, Inc.	6966	Vice Xxxxxxxxx
Xxxx Xxxxxx #0000, LLC	6968	Vice President
Lane Xxxxxx #6974, LLC	6974	Vice President
Lane Xxxxxx #6979, LLC	6979	Vice President
Fashion Bug Plus #8047, Inc.	8047	Vice President
Fashion Bug Plus #8048, Inc.	8048	Vice President
Fashion Bug Plus #8060, Inc.	8060	Vice President
Fashion Bug Plus #8062, Inc.	8062	Vice President
Fashion Bug Plus #8067, Inc.	8067	Vice President
Fashion Bug Plus #8078, Inc.	8078	Vice President

SCHEDULE 3

(Xxxxx X. Xxxxx 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

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

January 3, 2011,

as further amended and restated as of

June 14, 2012,

among

ASCENA RETAIL GROUP, INC.,

The BORROWING SUBSIDIARIES party hereto,

The other LOAN PARTIES party hereto,

The LENDERS party hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

X.X. XXXXXX SECURITIES LLC and

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,

as Joint Bookrunners and Joint Lead Arrangers

BANK OF AMERICA, N.A.,

as Syndication Agent

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agent

TABLE OF CONTENTS


		Page

ARTICLE I

Definitions

SECTION 1.01.	Defined Terms		1
SECTION 1.02.	Classification of Loans and Borrowings		44
SECTION 1.03.	Terms Generally		44
SECTION 1.04.	Accounting Terms; GAAP		45
SECTION 1.05.	Effectuation of Transactions		46

ARTICLE II

The Credits

SECTION 2.01.	Commitments		46
SECTION 2.02.	Loans and Borrowings		46
SECTION 2.03.	Requests for Revolving Borrowings		47
SECTION 2.04.	Protective Advances		48
SECTION 2.05.	Swingline Loans and Overadvances		49
SECTION 2.06.	Letters of Credit		51
SECTION 2.07.	Funding of Borrowings		57
SECTION 2.08.	Interest Elections		57
SECTION 2.09.	Termination and Reduction of Revolving Commitments; Increase in Revolving Commitments		59
SECTION 2.10.	Repayment of Loans; Evidence of Debt		60
SECTION 2.11.	Prepayment of Loans		61
SECTION 2.12.	Fees		62
SECTION 2.13.	Interest		63
SECTION 2.14.	Alternate Rate of Interest		64
SECTION 2.15.	Increased Costs		64
SECTION 2.16.	Break Funding Payments		66
SECTION 2.17.	Taxes		66
SECTION 2.18.	Payments Generally; Allocation of Proceeds; Sharing of Set-offs		70
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders		73
SECTION 2.20.	Defaulting Lenders		74
SECTION 2.21.	Returned Payments		76
SECTION 2.22.	Borrowing Subsidiaries		76


ARTICLE III

Representations and Warranties

SECTION 3.01.	Organization; Powers	77
SECTION 3.02.	Authorization; Enforceability; Benefit to Loan Parties	77
SECTION 3.03.	Governmental Approvals; No Conflicts	77
SECTION 3.04.	Financial Condition; No Material Adverse Effect	78
SECTION 3.05.	Properties	79
SECTION 3.06.	Litigation and Environmental Matters	79
SECTION 3.07.	Compliance with Laws and Agreements	80
SECTION 3.08.	Investment Company Status	80
SECTION 3.09.	Taxes	81
SECTION 3.10.	ERISA; Labor Matters	81
SECTION 3.11.	Disclosure	81
SECTION 3.12.	Subsidiaries and Joint Ventures	82
SECTION 3.13.	Insurance	82
SECTION 3.14.	Federal Reserve Regulations	82
SECTION 3.15.	Solvency	82
SECTION 3.16.	Collateral Matters	83
SECTION 3.17.	Use of Proceeds	84
SECTION 3.18.	Credit Card Agreements	84

ARTICLE IV

Conditions

SECTION 4.01.	Second Restatement Effective Date	84
SECTION 4.02.	Each Credit Event	84

ARTICLE V

Affirmative Covenants

SECTION 5.01.	Financial Statements; Borrowing Base and Other Information	85
SECTION 5.02.	Notices of Material Events	90
SECTION 5.03.	Additional Subsidiaries	91
SECTION 5.04.	Information Regarding Collateral	91
SECTION 5.05.	Existence; Conduct of Business	92
SECTION 5.06.	Payment of Obligations	92
SECTION 5.07.	Maintenance of Properties	92
SECTION 5.08.	Insurance	92
SECTION 5.09.	Books and Records; Inspection Rights	93
SECTION 5.10.	Compliance with Laws	93
SECTION 5.11.	Use of Proceeds	93


SECTION 5.12.	Appraisals	93
SECTION 5.13.	Field Examinations	94
SECTION 5.14.	Depository Banks	94
SECTION 5.15.	Further Assurances	94
SECTION 5.16.	Credit Card Agreements and Notifications	95
SECTION 5.17.	Post Closing Requirements	95

ARTICLE VI

Negative Covenants

SECTION 6.01.	Indebtedness; Certain Equity Securities	95
SECTION 6.02.	Liens </

Document Metadata

Table of Contents

AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 14, 2012 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of November 25, 2009, as heretofore amended and restated as of January 3, 2011 (the “Existing Credit Agreement”),...