AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
EXHIBIT
99.1
AMENDMENT
NO. 1 TO
SECOND
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This
Amendment No. 1 to Second Amended and Restated Loan and Security Agreement
dated
as of May 17, 2006 (this “Amendment”), is entered into by and among Charming
Shoppes, Inc., a Pennsylvania corporation (“Parent”), Charming Shoppes of
Delaware, Inc., a Pennsylvania corporation (“CS Delaware”), CSI Industries,
Inc., a Delaware corporation (“CSI”), FB Apparel, Inc., an Indiana corporation
(“FB Apparel”), Catherines Stores Corporation, a Tennessee corporation
(“Catherines”), Lane ▇▇▇▇▇▇, Inc., a Delaware corporation (“LB”); Crosstown
Traders, Inc., a Delaware corporation (“Crosstown” and, together with Parent, CS
Delaware, CSI, FB Apparel, Catherines and LB hereinafter referred to
individually as a “Borrower” and collectively as “Borrowers”), those certain
Subsidiaries of Parent parties to the Loan Agreement (as hereinafter defined)
as
guarantors (collectively, “Guarantors”), the financial institutions from time to
time parties to the Loan Agreement (as hereinafter defined) as lenders (each
individually, a “Lender” and collectively, “Lenders”) and Wachovia Bank,
National Association, a national banking association (as successor by merger
to
Congress Financial Corporation, a Delaware corporation), in its capacity as
agent for Lenders (in such capacity, “Agent”).
W
I T
N E S S E T H:
WHEREAS,
Agent, Lenders, Borrowers and Guarantors entered into financing arrangements
pursuant to which Lenders have made and provided and hereafter may make and
provide, upon certain terms and conditions, loans and advances and other
financial accommodations to Borrowers as set forth in the Second Amended and
Restated Loan and Security Agreement, dated July 28, 2005, by and among Agent,
Lenders, Borrowers and Guarantors (as the same now exists and may hereafter
be
amended, modified, supplemented, extended, renewed, restated or replaced, the
“Loan Agreement”, and the other agreements, documents and instruments referred
to therein or any time executed and/or delivered in connection therewith or
related thereto, including this Amendment (all of the foregoing, together with
the Loan Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the “Financing Agreements”);
WHEREAS,
Borrowers have requested that Agent and Lenders agree to make certain amendments
to the Loan Agreement, and Agent and Lenders are willing to agree to such
requests, subject to the terms and conditions contained herein;
WHEREAS,
the parties hereto desire to enter into this Amendment to evidence and
effectuate such amendments, subject to the terms and conditions and to the
extent set forth herein;
NOW,
THEREFORE, in consideration of the premises and covenants set forth herein
and
other good and valuable consideration, the receipt and sufficiency of which
is
hereby acknowledged, the parties hereto agree as follows:
1.
Definitions.
(a)
Amendments
to Definitions.
(i)
The
definition of “Applicable L/C Fee Rate” set forth in Section 1.12 of the
Loan Agreement is hereby amended by deleting such definition in its entirety
and
replacing it with the following:
“1.12
‘Applicable L/C Fee Rate’ shall mean, at any time, as to the letter of credit
fee to be charged by Agent in accordance with Section 3.2(b) hereof in respect
of Letters of Credit, the applicable percentage (on a per annum basis) set
forth
below if Monthly Average Excess Availability is at or within the amounts
indicated for such percentage:
|
Tier
|
Monthly
Average
Excess
Availability
|
Documentary
LC’s
|
Standby
LC’s
|
Banker’s
Acceptances
|
|
1
|
Greater
than $150,000,000 and LTM EBITDA equal to or greater than
$190,000,000
|
.50%
|
1.0%
|
1.0%
|
|
2
|
Less
than or equal to $150,000,000 but greater than $100,000,000
|
.625%
|
1.125%
|
1.125%
|
|
3
|
Less
than or equal to $100,000,000
|
.75%
|
1.25%
|
1.25%
|
provided,
that,
the
Applicable L/C Fee Rate shall be adjusted each fiscal month as of the
16th
day of
such fiscal month (the “Adjustment Date”) based upon the Monthly Average Excess
Availability and shall be effective on the Adjustment Date as to all Letters
of
Credit. On the Closing Date, the Applicable L/C Fee Rates shall be those set
forth in Tier 1 above. Notwithstanding the foregoing, the Tier 1 Applicable
L/C
Fee Rate shall only be in effect if both the Monthly Excess Availability and
LTM
EBITDA thresholds are satisfied; in the event the criteria in Tier 1 is
satisfied with respect to the Excess Availability threshold but not with respect
to the LTM EBITDA threshold, then the Applicable L/C Fee Rate in Tier 2
shall be in effect. For purposes of determining the Applicable L/C Fee Rate,
LTM
EBITDA shall be determined for the twelve (12) month period ended as of the
last
fiscal quarter for which Agent has received financial statements in accordance
with Section 9.6 hereof.”
2
(ii)
The
definition of “Eligible Inventory” set forth in Section 1.56 of the Loan
Agreement is hereby amended by deleting clause (k)(ii) of such
definition and replacing it with the following:
“(ii)
to
the United States which is the subject of a ▇▇▇▇ of lading in the possession
of
a customs broker from whom Agent has received a Collateral Access Agreement,
and”.
(iii)
The
definition of “Letters of Credit” set forth in Section 1.105 of the Loan
Agreement is hereby amended by deleting such definition in its entirety and
replacing it with the following:
“1.105
‘Letters of Credit’ shall mean all (a) letters of credit (whether documentary or
stand-by and whether for the purchase of Inventory, Equipment or otherwise)
and
banker’s acceptances issued with respect to drafts presented under letters of
credit (whether for the purchase of Inventory, Equipment or otherwise), in
each
case issued by an Issuing Bank for the account of any Obligor or any Additional
L/C Debtor pursuant to this Agreement and the Trade Financing Agreements and
all
amendments, renewals, extensions or replacements thereof and including, but
not
limited to, the Existing Letters of Credit and the Additional L/C
Accommodations, and (b) any letter of credit which is issued by Parent or a
Subsidiary of Parent, which letter of credit has been confirmed by an Issuing
Bank. The term “banker’s acceptance” as used herein shall refer to a time draft
that is an order issued by the beneficiary of a letter of credit as the drawer
of the time draft instructing the issuer of the letter of credit as the drawee
to pay the amount specified in the time draft that has been accepted by a
bank.”
(iv)
The
definition of “Qualified Cash” set forth in Section 1.140 of the Loan
Agreement is hereby amended by deleting the reference to “a maturity date of one
(1) year or less” from clause (b) of such definition and replacing it with “a
maturity date or reset period of one (1) year or less”.
(b)
Interpretation.
Capitalized terms used herein which are not otherwise defined herein shall
have
the respective meanings ascribed thereto in the Loan Agreement.
2.
Letters
of Credit.
Section
2.2 of the Loan Agreement is hereby amended by inserting the following
subsection (l) at the end of such Section:
“(l)
The
Borrower (or Administrative Borrower on behalf of such Borrower) requesting
any
banker’s acceptance may, at its option, provide Agent, for itself and the
benefit of the applicable Issuing Bank and Lenders, with cash collateral in
an
amount equal to one hundred (100%) percent of the face amount of the banker’s
acceptance so requested, provided,
that,
(i)
such cash collateral shall be held in one or more investment accounts (the
“Banker’s Acceptance Cash Collateral Accounts”) maintained at such securities
intermediary reasonably acceptable to Agent, and (ii) Agent shall have
received, in form and substance reasonably satisfactory to Agent, an Investment
Property Control Agreement among Agent, the applicable Obligor and such
securities intermediary with respect to the Banker’s Acceptance Cash Collateral
Accounts, duly executed and delivered by such Obligor and such securities
intermediary. Borrowers and
3
Guarantors
hereby pledge and grant to Agent, for itself and the benefit of the applicable
Issuing Bank and Lenders, a security interest in all cash and Permitted
Investments held in the Banker’s Acceptance Cash Collateral Accounts from time
to time and all proceeds thereof as security for the payment of all Obligations
including without limitation all Letter of Credit Obligations in respect of
banker’s acceptances, whether or not then due. So long as no Cash Dominion Event
has occurred and is continuing: (x) any funds in the Banker’s Acceptance
Cash Collateral Accounts shall be applied to the Letter of Credit Obligations
in
respect of banker’s acceptances then due and owing as such banker’s acceptances
come due, unless otherwise directed by Administrative Borrower, and (y) any
funds in the Banker’s Acceptance Cash Collateral Accounts shall be paid to
Administra- tive Borrower or any other Person at Administrative Borrower’s
request.”
3.
Fees.
(a)
Section 3.2(a) of the Loan Agreement is hereby amended by deleting such
Section in its entirety and replacing it with the following:
“(a)
Borrowers shall pay to Agent, for the account of Lenders, monthly an unused
line
fee at a rate equal to one-quarter (.25%) percent per annum calculated upon
the
amount by which the Maximum Credit (then in effect) exceeds the average daily
principal balance of the outstanding Revolving Loans and Letters of Credit
(other than banker’s acceptances to the extent that cash collateral has been
deposited in the Banker’s Acceptance Cash Collateral Accounts in accordance with
Section 2.2(l) hereof) during the immediately preceding month (or part thereof)
while this Agreement is in effect and for so long thereafter as any of the
Obligations are outstanding, which fee shall be payable on the first day of
each
month in arrears.”
(b)
Section 3.2(b) of the Loan Agreement is hereby amended by deleting the
first sentence of such Section and replacing it with the following:
“In
the
case of standby Letters of Credit, Borrowers shall pay to Agent, for the account
of Lenders, a fee at a rate equal to the Applicable L/C Fee Rate per annum
applicable to standby Letters of Credit, in the case of documentary Letters
of
Credit, Borrowers shall pay to Agent, for the account of Lenders, a fee at
a
rate equal to the Applicable L/C Fee Rate per annum applicable to documentary
Letters of Credit, and in the case of banker’s acceptances, to the extent that
cash collateral has not been provided in accordance with Section 2.2(l) hereof,
Borrowers shall pay to Agent, for the account of Lenders, a fee at a rate equal
to the Applicable L/C Fee Rate per annum applicable to banker’s acceptances, in
each case on the average daily maximum amount available to be drawn thereunder
for the immediately preceding month (or part thereof), payable in arrears as
of
the first day of each succeeding month, computed for each day from the date
of
issuance to the date of expiration; except, that, Borrowers shall pay, at
Agent’s option, without notice, such fee at a rate two (2%) percent greater
than the otherwise applicable rate on such average daily maximum amount for
the
4
period
from and after the date of the occurrence of an Event of Default for so long
as
such Event of Default is continuing.”
4.
Additional
Representations, Warranties and Covenants.
Borrowers and Guarantors, jointly and severally, represent, warrant and covenant
with and to Agent and Lenders as follows, which representations, warranties
and
covenants are continuing and shall survive the execution and delivery hereof,
and the truth and accuracy of, or compliance with each, together with the
representations, warranties and covenants in the other Financing Agreements,
being a continuing condition of the making of Loans by Lenders to
Borrowers:
(a)
This
Amendment and the other agreements, documents and instruments executed and/or
delivered by any Borrower or Guarantor in connection herewith (together with
this Amendment, the “Amendment Documents”) have been duly authorized, executed
and delivered by all necessary action on the part of each Borrower and Guarantor
which is a party hereto and, if necessary, their respective members or
stockholders, as the case may be, and is in full force and effect as of the
date
hereof, as the case may be, and the agreements and obligations of Borrowers
and
Guarantors contained herein or therein constitute legal, valid and binding
obligations of Borrowers and Guarantors enforceable against them in accordance
with their terms, except as such enforceability may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium or similar laws of general
applicability affecting the enforcement of creditors’ rights and (ii) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(b)
Neither the execution, delivery and performance of this Amendment or any other
Amendment Document in connection therewith, nor the consummation of any of
the
transactions contemplated herein or therein (i) are in any material respect
in contravention of law or any indenture, agreement or undertaking to which
any
Borrower or Guarantor is a party or by which any Borrower or Guarantor or its
property are bound or (ii) violates any provision of the Certificate of
Incorporation, Certificate of Formation, Operating Agreement, By-Laws or other
governing documents of any Borrower or Guarantor.
(c)
All
of the representations and warranties contained herein, in the Loan Agreement
and the other Financing Agreements are true and correct in all material respects
with the same effect as though such representations and warranties had been
made
on and as of the date hereof and after giving effect hereto, except (i) to
the
extent that any such representations or warranties expressly relate solely
to an
earlier date (in which case such representations or warranties shall have been
true and correct on and as of such earlier date) and (ii) with respect to any
changes in the representations and warranties resulting from any actions, sales,
mergers, acquisitions, dispositions or other transactions permitted by the
Loan
Agreement or consented to by the Required Lenders or all Lenders, as
applicable.
(d)
As of
the date hereof, no Default or Event of Default has occurred and is
continuing.
5.
Conditions
Precedent.
The
provisions contained herein shall be effective as of the date hereof, but only
upon the satisfaction of each of the following conditions precedent, in a manner
satisfactory to Agent:
5
(a)
Agent
shall have received an original of this Amendment, duly authorized, executed
and
delivered by Borrowers, Guarantors and the Required Lenders; and
(b)
no
Default or Event of Default shall have occurred and be continuing.
6.
Effect
of this Amendment; Entire Agreement.
Except
as expressly set forth herein, no other changes or modifications to the
Financing Agreements are intended or implied, and in all other respects the
Financing Agreements are hereby specifically ratified, restated and confirmed
by
all parties hereto as of the date hereof. This Amendment and any instruments
or
documents delivered or to be delivered in connection herewith and therewith,
represent the entire agreement and understanding concerning the subject matter
hereof and thereof between the parties hereto, and supersede all other prior
agreements, understandings, negotiations and discussions, representations,
warranties, commitments, proposals, offers and contracts concerning the subject
matter hereof, whether oral or written. To the extent of conflict between the
terms of this Amendment and the other Financing Agreements, the terms of this
Amendment shall control. The Loan Agreement and this Amendment shall be read
and
construed as one agreement.
7.
Further
Assurances.
The
parties hereto shall execute and deliver such additional documents and take
such
additional action as may be reasonably necessary or desirable to effectuate
the
provi-sions and purposes of this Amendment.
8.
Governing
Law.
The
validity, interpretation and enforcement of this Amendment and any dispute
arising out of the relationship between the parties hereto whether in contract,
tort, equity or otherwise, shall be governed by the internal laws of the State
of New York but excluding any principles of conflicts of law or other rule
of
law that would cause the application of the law of any jurisdiction other than
the laws of the State of New York.
9.
Binding
Effect.
This
Amendment shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns.
10.
Headings.
The
headings listed herein are for conven-ience only and do not constitute matters
to be construed in interpreting this Amendment.
11.
Counterparts.
This
Amendment may be executed in any number of counterparts, but all of such
counterparts shall together constitute but one and the same agreement. In making
proof of this Amendment, it shall not be necessary to produce or account for
more than one counterpart thereof signed by each of the parties hereto. This
Amendment may be executed and delivered by telecopier or other electronic method
of transmission with the same force and effect as if it were a manually executed
and delivered counterpart.
12.
Partial
Invalidity.
If
any
provision of this Amendment is held to be invalid or unenforceable, such
invalidity or unenforceability shall not invalidate this Amendment as a whole,
but this Amendment shall be construed as though it did not contain the
particular provision held to be invalid or unenforceable and the rights and
obligations of the parties shall be construed and enforced only to such extent
as shall be permitted by applicable law.
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6
IN
WITNESS WHEREOF, Agent, Lenders, Borrower and Guarantors have caused this
Amendment to be duly executed as of the day and year first above
written.
BORROWERS
CHARMING
SHOPPES, INC.
By:
_____________________________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: Executive
Vice President
CHARMING
SHOPPES OF DELAWARE, INC.
By:
_____________________________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: Vice
President
CSI
INDUSTRIES, INC.
By:
_____________________________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: President
FB
APPAREL, INC.
By:
_____________________________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title:
President
LANE
▇▇▇▇▇▇, INC.
By:
_____________________________
Name:
▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title:
Vice
President
CATHERINES
STORES CORPORATION
By:
_____________________________
Name:
▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title:
Vice
President
CROSSTOWN
TRADERS, INC.
By:
_____________________________
Name:
▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title:
Vice
President
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CONTINUED FROM PREVIOUS PAGE]
GUARANTORS
CSPE,
LLC
By: Charming
Shoppes of Delaware, Inc.
Its: Sole
Member
By: __________________________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: Vice
President
CATHERINES
PARTNERS-INDIANA, LLP
By: Catherines
Stores of Indiana, Inc.
Its: Managing
Partner
By: __________________________
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
CATHERINES
PARTNERS-TEXAS, L.P.
By: Catherines
Stores of Texas, Inc.
Its: General
Partner
By: __________________________
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
CATHERINES
PARTNERS-WASHINGTON, G.P.
By: Catherines,
Inc.
Its: Managing
Partner
By: __________________________
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice
President
CHARMING
SHOPPES OUTLET STORES, LLC
By:
Outlet Division Store Co., Inc.
Its:
Sole
Member
By:
_________________________________
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Vice President
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[SIGNATURES
CONTINUED FROM PREVIOUS PAGE]
LBFMC,
LLC
By: Lane
▇▇▇▇▇▇, Inc.
Its: Sole
Member
By: __________________________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: Vice
President
CAFMC,
LLC
By: Catherines,
Inc.
Its: Sole
Member
By: __________________________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: Vice
President
FBFMC,
LLC
By: FBRC,
Inc.
Its: Sole
Member
By: __________________________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: President
PC
FLOWERS & ▇▇▇▇▇.▇▇▇ LLC
By: Crosstown
Traders, Inc.
Its: Sole
Member
By: __________________________
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: Vice
President
FOR
EACH
ENTITY LISTED ON SCHEDULE A
By:
____________________________
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized
Officer in the capacity shown on Schedule A hereto
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FASHION
BUG #2421, LLC
By: CSGC,
Inc.
Its: Sole
Member
By: __________________________
Name: ▇▇▇▇▇
▇.
▇▇▇▇▇
Title: Vice
President
CATHERINES
#5163, LLC
By: CSGC,
Inc.
Its: Sole
Member
By: __________________________
Name: ▇▇▇▇▇
▇.
▇▇▇▇▇
Title: Vice
President
LANE
▇▇▇▇▇▇ #6898, LLC
By: CSGC,
Inc.
Its: Sole
Member
By: __________________________
Name: ▇▇▇▇▇
▇.
▇▇▇▇▇
Title: Vice
President
C.S.A.C.,
INC.
By: __________________________
Name: ▇▇▇▇▇
▇.
▇▇▇▇▇
Title: Vice
President
C.S.F.
CORP.
By: __________________________
Name: ▇▇▇▇▇
▇.
▇▇▇▇▇
Title: Vice
President
CSGC,
INC.
By: __________________________
Name: ▇▇▇▇▇
▇.
▇▇▇▇▇
Title: Vice
President
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AGENT
AND LENDERS
WACHOVIA
BANK, NATIONAL ASSOCIATION,
as
Agent
and as Lender
By:
________________________________
Title:
_______________________________
JPMORGAN
CHASE BANK, N.A.
By:
________________________________
Title:
_______________________________
BANK
OF
AMERICA, N.A.
By:
________________________________
Title:
_______________________________
THE
CIT
GROUP/BUSINESS CREDIT, INC.
By:
________________________________
Title:
_______________________________
▇▇▇▇▇
FARGO FOOTHILL, LLC
By:
________________________________
Title:
_______________________________
GMAC
COMMERCIAL FINANCE LLC
By:
________________________________
Title:
_______________________________
[SIGNATURES
CONTINUED ON NEXT PAGE]
[SIGNATURES
CONTINUED FROM PREVIOUS PAGE]
NATIONAL
CITY BUSINESS CREDIT, INC.
By:
________________________________
Title:
_______________________________
PNC
BANK,
NATIONAL ASSOCIATION
By:
________________________________
Title:
_______________________________
CITIZENS
BANK OF PENNSYLVANIA
By:
________________________________
Title:
_______________________________
ISRAEL
DISCOUNT BANK OF NEW YORK
By:
________________________________
Title:
_______________________________
By:
________________________________
Title:
_______________________________
U.S.
BANK
NATIONAL ASSOCIATION
By:
________________________________
Title:
_______________________________
|
SCHEDULE
A
|
|
| ARIZONA MAIL ORDER COMPANY, INC. | Vice President |
| BEDFORD FAIR APPAREL, INC. | Vice President |
|
CATALOG
FULFILLMENT CO., INC.
|
Vice President |
| CATHERINES C.S.A.C, INC. |
President
|
| CATHERINES C.S.I.C, INC. | President |
| CATHERINES OF CALIFORNIA, INC. | President |
| CATHERINES OF NEVADA, INC. | President |
| CATHERINES OF PENNSYLVANIA, INC. | President |
| CATHERINES STORES OF INDIANA, INC. | President |
| CATHERINES STORES OF TEXAS, INC. | President |
| CATHERINES WOMAN DELAWARE, INC. | President |
| CATHERINES WOMAN MICHIGAN, INC. | President |
| CATHERINES, INC. | Vice President |
| CHARM-FIN STORES, INC. | President |
| CHARMING DIRECT, INC. | President |
| CHARMING SHOPPES INTERACTIVE, INC. | President |
| CHESTNUT ACQUISITION SUB, INC. | Vice President |
| CS INVESTMENT COMPANY |
President
|
| CSD ACQUISITION CORP. | President |
| C.S.I.C., INC. | President |
| CSIM, INC. | President |
| EXECUIVE FLIGHTS, INC. | President |
| FASHION BUG OF CALIFORNIA, INC. | President |
| FASHION BUG RETAIL COMPANIES, INC. | President |
| FB CLOTHING, INC. | President |
| FIGI'S BUSINESS SERVICES, INC. | Vice President |
| FIGI'S GIFTS, INC. | Vice President |
| FIGI'S MAIL ORDER GIFTS, INC. | Vice President |
| FIGI'S INC. | Vice President |
| FSHC, INC. | President |
| HOME, ETC. | Vice President |
| LANE ▇▇▇▇▇▇ PURCHASING CORP. | President |
| LM&B CATALOG, INC. | Vice President |
| MODERN WOMAN CATALOG, INC. | President |
| MODERN WOMAN HOLDINGS, INC. | President |
| MODERN WOMAN SPECIALTY, INC. | President |
| MONTEREY BAY CLOTHING COMPANY, INC. | Vice President |
| OUTLET DIVISION MANAGEMENT CO., INC. | Vice President |
| OUTLET DIVISION STORE CO., INC. | President |
| PSTM, INC. | Vice President |
| SIERRA NEVADA FACTORING, INC. | Vice President |
| By and on behalf of each CATHERINES OPERATING | |
| STORE CORPORATION listed on the attached Schedule B | President |
| By and on behalf of each CATHERINES OPERATING STORE LLC | |
| listed on the attached Schedule B | President |
| By and on behalf of each FASHION BUG OPERATING | |
| STORE CORPORATION listed on the attached Schedule B | President |
| By and on behalf of each FASHION BUG OPERATING | |
| STORE LLC listed on the attached Schedule B | President |
| By and on behalf of each LANE ▇▇▇▇▇▇ OPERATING | |
| STORE CORPORATION listed on the attached Schedule B | President |
| By and on behalf of each LANE ▇▇▇▇▇▇ OPERATING | |
| STORE LLC listed on the attached Schedule B | President |
| By and on behalf of each OUTLET DIVISION OPERATING STORE | |
| LLC listed on the attached Schedule B | President |